UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2022~~2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-38853

NGM BIOPHARMACEUTICALS, INC.

(Exact name of Registrant as specified in its charter)


Delaware			26-1679911
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

333 Oyster Point Boulevard

South San Francisco, California 94080

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (650) 243-5555

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class of Securities Registered	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	NGM	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒☐ Accelerated filer ☐ Non-accelerated filer ☐☒ Smaller reporting company ☐☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, ~~2022~~2023, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $~~699~~147 million, calculated based on the closing price of the registrant’s common stock as reported by ~~the~~The Nasdaq Global Select Market. Excludes shares of the registrant’s common stock held as of such date by officers, directors and stockholders that the registrant has concluded are or were affiliates of the registrant. Exclusion of such shares should not be construed to indicate that the holder of any such shares possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant or that such person is controlled by or under common control with the registrant.

As of ~~February~~March 225, ~~2023~~2024, the number of outstanding shares of the registrant’s common stock, par value $0.001 per share, was 8283,~~046~~462,~~499~~408.

DOCUMENTS INCORPORATED BY REFERENCE

~~Portions~~Certain information required by Part III, Items 10-14 of this Annual Report on Form 10-K is incorporated by reference to the registrant’s definitive Proxy Statement for the ~~2023~~2024 Annual Meeting of Stockholders to be filed with the U.S. Securities and Exchange Commission pursuant to Regulation 14A. If such Proxy Statement is not ~~later~~filed ~~than~~within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, ~~are~~such ~~incorporated~~information bywill ~~reference~~be included in ~~Part~~an ~~III,~~amendment ~~Items~~to ~~10-14 of~~ this Annual Report on Form 10-K to be filed within such 120-day period.

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NGM BIOPHARMACEUTICALS, INC.

~~2022~~2023 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

		Page
PART I		67
Item 1.	Business.	67
Item 1A.	Risk Factors.	4039
Item 1B.	Unresolved Staff Comments.	8178
Item 2.	Properties.	81
Item 1C.	Cybersecurity.	78
Item 3.	Legal Proceedings.	81
Item 2.	Properties.	79
Item 4.	Mine Safety Disclosures.	81
Item 3.	Legal Proceedings.	79
PART II		82
Item 4.	Mine Safety Disclosures.	79
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	82
PART II		80
Item 6.	[Reserved].	83
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	80
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	83
Item 6.	[Reserved].	80
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	100
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	80
Item 8.	Financial Statements and Supplementary Data.	101
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	94
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	128
Item 8.	Financial Statements and Supplementary Data.	95
Item 9A.	Controls and Procedures.	128
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	122
Item 9B.	Other Information.	130
Item 9A.	Controls and Procedures.	122
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	130
Item 9B.	Other Information.	123
PART III		130
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	123
Item 10.	Directors, Executive Officers and Corporate Governance.	130
PART III		123
Item 11.	Executive Compensation.	131
Item 10.	Directors, Executive Officers and Corporate Governance.	123
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	131
Item 11.	Executive Compensation.	123
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	131
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	123
Item 14.	Principal Accounting Fees and Services.	131
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	124
PART IV		131
Item 14.	Principal Accounting Fees and Services.	124
Item 15.	Exhibits, Financial Statement Schedules.	131
PART IV		124
Item 16.	Form 10-K Summary.	134
Item 15.	Exhibits, Financial Statement Schedules.	124
SIGNATURES		135
Item 16.	Form 10-K Summary.	127
SIGNATURES		128

____________________________________

Unless the context suggests otherwise, references in this Annual Report on Form 10-K (the “Annual Report”) to “us,” “our,” “NGM,” “NGM Biopharmaceuticals,” “we,” the “Company” and similar designations refer to NGM Biopharmaceuticals, Inc. and, where appropriate, its subsidiary.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report ~~on Form 10-K~~ contains forward-looking statements that involve risks, uncertainties and assumptions that, if they ~~never~~ materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Annual Report ~~on Form 10-K~~ that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements are often identified by the use of words such as, but not limited to, "aim," “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” "seek," “should,” “will,” “would” or the negative of those terms, and similar expressions that convey uncertainty of future events or outcomes to identify these forward-looking statements. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. Forward-looking statements in this Annual Report include, but are not limited to, statements about:

•our expectations related to the Agreement and Plan of Merger, dated as of February 25, 2024, or the Merger Agreement, among the Company, Atlas Neon Parent, Inc., a Delaware corporation, or Parent, and Atlas Neon Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, or Merger Sub, including with respect to the parties’ ability to satisfy the conditions to the consummation of the tender offer and the other conditions set forth in the Merger Agreement, statements about the expected timeline for completing the transactions contemplated by the Merger Agreement, the Company’s and Parent’s beliefs and expectations and statements about the benefits sought to be achieved by Parent’s proposed acquisition of the Company and the possibility of any termination of the Merger Agreement;

•the success, cost and timing of our product development activities and clinical trials and the initiation of, enrollment in, availability of data for and other events related to such clinical trials;

•our belief that NGM707 has the potential to reprogram immunoglobulin-like transcript 4-, or ILT4-, and immunoglobulin-like transcript 2-, or ILT2-, expressing myeloid cells to shift them from a suppressive state that restricts anti-tumor immunity to a stimulatory state that may promote anti-tumor immunity;

•our ~~belief~~ability ~~that~~to ~~NGM831~~design ~~has~~and ~~the~~conduct a potential toregistrational ~~block~~trial ~~the interaction~~ of ~~the~~aldafermin ~~Immunoglobulin-like~~in ~~transcript~~primary 3sclerosing cholangitis, or ~~ILT3~~PSC, ~~(also~~and ~~known~~our asbelief ~~LILRB4),~~that ~~receptor~~aldafermin ~~with~~has ~~fibronectin,~~the aspotential ~~well~~to aslower ~~other~~bile ~~cognate~~acid ~~ligands,~~production and ~~mobilize a patient's own immune system~~ to ~~fight~~slow ~~tumors~~the byprogression ~~shifting~~of ~~myeloid~~primary ~~cells~~sclerosing ~~from~~cholangitis adirectly ~~suppressive~~and ~~state~~as tomeasured athrough ~~stimulatory~~certain ~~state~~biomarkers ~~promoting~~associated ~~anti-tumor~~with ~~activity~~PSC;

•our ~~belief~~ability ~~that~~to ~~NGM438~~design ~~has~~a ~~the~~toxicology ~~potential~~package to ~~potently~~support ~~block~~ the ~~binding~~potential initiation of ~~all~~a ~~collagens~~Phase to2 ~~leukocyte~~proof-~~associated immunoglobulin~~of-~~like~~concept ~~receptor~~study 1,of orNGM120 ~~LAIR1,~~in ~~and~~patients towith ~~address~~hyperemesis agravidarum, ~~key~~or ~~resistance mechanism that limits tumor responses to current immunotherapies~~HG;

•our ~~belief~~plans ~~that~~with ~~NGM120~~respect ~~may~~to ~~reduce~~our ~~tumor~~three ~~growth~~key priorities for clinical development, and ~~improve~~the ~~survival~~therapeutic potential of NGM707 in solid tumors, aldafermin in PSC and NGM120 in HG;

•~~our~~the ~~belief~~therapeutic ~~that~~potential ~~MK-3655~~of our programs (including our NGM438, NGM831, NGM621 and NGM313 programs) ~~has~~whose ~~the~~further ~~potential~~development is dependent on our ability to besecure apotential ~~treatment~~future ~~for~~collaboration, ~~patients~~out ~~with~~licensing, ~~NASH~~partnering or other business development arrangements, or BD Arrangements, with ~~early~~third-party partners and our ability to ~~moderate~~secure ~~fibrosis~~such BD Arrangements on beneficial terms, if at all, and, in the absence of such BD Arrangements, whether due to limitations imposed on our ability to secure such BD Arrangements during the pendency of the Merger Agreement or otherwise, we are unlikely to advance development of such product candidates unless our portfolio prioritization changes and we are able to secure the additional capital necessary to fund such development;

•our plans to research, develop and commercialize our key programs in active development, NGM707, NGM831, NGM438 and NGM120, and the therapeutic potential of those product candidates;

•the therapeutic potential of our additional programs currently without significant resource allocation whose further development is primarily dependent on our ability to secure potential future collaboration, out licensing, partnering or other business development arrangements, or BD Arrangements, with third-party partners and our ability to secure such BD Arrangements on beneficial terms, if at all;

•our ability to obtain funding for our operations;

•our ~~estimates~~ability ~~regarding~~to ~~future~~maintain ~~expenses,~~compliance ~~revenue,~~with ~~capital~~the ~~requirements~~listing ~~and~~standards ~~needs for additional financing, particularly in light~~ of ~~our~~The ~~estimates~~Nasdaq ofStock ~~Merck~~Market ~~Sharp~~LLC, &or ~~Dohme~~Nasdaq, ~~LLC~~if ~~providing~~the ~~further~~transactions ~~decreased~~contemplated ~~funding~~by inthe ~~2023~~Merger ~~and~~Agreement ~~minimal~~are ~~funding~~not ~~thereafter~~consummated;

•our estimates regarding future expenses, revenue, capital requirements and needs for additional funds;

•our ability to obtain and maintain regulatory approvals for our current and any of our future product candidates, and any related restrictions, limitations and/or warnings in the label of any approved product candidate;

•our belief regarding the impact of our product candidates’ side effects and our ability to effectively manage these side effects;

•the commercialization of our product candidates, if approved;

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•the size and growth potential of the markets for our product candidates, and our ability to serve those markets;

•the rate and degree of market acceptance of our product candidates, as well as the reimbursement coverage for our product candidates;

•regulatory developments in the United States and other countries;

•our beliefs with respect to the availability of the accelerated approval pathway for any marketing applications that we may submit to the U.S. Food and Drug Administration, or FDA, including potentially with respect to aldafermin for the treatment of PSC;

•the performance of, and our ability to obtain sufficient supply of clinical trial material in a timely manner from, third-party suppliers and manufacturers;

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•our beliefs around the competitive landscape for our product candidates and the success of competing therapies that are or may become available;

•our ability to attract and retain key scientific, development and management personnel; and

•our expectations regarding our ability to obtain, maintain, protect and enforce intellectual property protection for our product candidates~~; and~~ .

•the risks, uncertainties and other factors we identify elsewhere in this Annual Report on Form 10-K and in our other filings with the U.S. Securities and Exchange Commission.

RISK FACTOR SUMMARY

Below is a summary of material factors that make an investment in our common stock speculative or risky. Importantly, this summary does not address all of the risks and uncertainties that we face. Additional discussion of the risks and uncertainties summarized in this risk factor summary, as well as other risks and uncertainties that we face, can be found under “Risk Factors” in Part I, Item 1A of this Annual Report ~~on Form 10-K~~. The below summary is qualified in its entirety by that more complete discussion of such risks and uncertainties. You should carefully consider the risks and uncertainties described under “Risk Factors” in Part I, Item 1A of this Annual Report ~~on Form 10-K~~ as part of your evaluation of an investment in our common stock.

~~•We~~On ~~need~~February to25, ~~successfully~~2024, ~~complete~~we ~~rigorous~~entered ~~preclinical~~into the Merger Agreement with Parent and ~~clinical~~Merger ~~testing~~Sub. The Merger Agreement provides for, among other things, (i) the acquisition of ~~our~~the ~~product~~Company ~~candidates~~by ~~before~~Parent wethrough ~~can~~a ~~seek~~cash ~~regulatory~~tender ~~approval~~offer, ~~and~~or the ~~regulatory~~Offer, ~~approval~~by ~~processes~~Merger ofSub ~~the~~for ~~U.S.~~each ~~Food~~issued and ~~Drug~~outstanding ~~Administration~~share of our common stock, and ~~comparable~~(ii) ~~foreign~~the ~~health~~merger ~~authorities~~of ~~are~~Merger ~~lengthy~~Sub with and ~~inherently~~into ~~unpredictable~~the Company, ~~and~~or ifthe Merger, with the Company surviving the Merger. If the Merger is effected, our common stock will be delisted from The Nasdaq Global Select Market and we ~~are~~will ~~not~~be ~~successful~~privately atheld. ~~each~~During ~~step~~the pendency of the ~~process~~Merger, ~~commercialization~~we may be subject to certain risks and uncertainties as more fully described under “Risk Factors” in Part I, Item 1A of ~~our~~this ~~product~~Annual ~~candidates~~Report. If the Merger is not consummated for any reason, we will beremain ~~delayed~~subject orto ~~prevented~~the other risks and uncertainties described herein.

~~•Our~~Risks ~~product~~Related ~~candidates~~to ~~are~~the inMerger ~~early stages of development, with our most advanced product candidates only in Phase 2 development.~~

•~~Our~~The ~~product~~consummation ~~candidates~~of ~~may~~the ~~fail~~Offer and the Merger are subject to ~~demonstrate~~a ~~safety~~number of conditions beyond our control, and ~~efficacy~~if inone ~~ongoing~~or more of such conditions are not satisfied, and ~~future~~as ~~clinical~~a ~~trials~~result, ~~may~~we ~~never~~do ~~achieve~~not ~~regulatory~~complete ~~approval~~the Offer and ~~may~~the ~~not~~Merger, bewe ~~able~~would toremain beliable ~~successfully~~for ~~commercialized~~significant ~~due~~transaction tocosts, ~~competition~~and orthe ~~other~~focus ~~factors~~of our management would have been diverted from advancing our three key development opportunities, in each case without realizing any benefits of the Offer and the Merger.

•WeFailure ~~have~~to ~~incurred~~complete ~~net~~the ~~losses~~Offer ~~every~~and ~~year~~the ~~since~~Merger ~~our~~within ~~inception,~~the weexpected ~~have~~time noframe, ~~source~~or ofat ~~product revenue~~all, wecould ~~expect~~have toa ~~continue~~material toadverse ~~incur~~effect ~~significant~~on our business, operating ~~losses~~results, ~~and~~financial wecondition ~~may~~and ~~never~~our ~~become~~stock ~~profitable~~price.

•~~All~~The ofMerger ~~our~~Agreement ~~revenue~~contains ~~for~~provisions ~~recent~~that ~~periods~~could ~~has~~discourage ~~been~~a ~~received~~potential ~~from~~competing acquirer that might have an interest in acquiring all or a ~~single~~significant ~~collaboration~~portion ~~partner,~~of ~~Merck~~our ~~Sharp~~common &stock ~~Dohme~~from ~~LLC,~~considering or ~~Merck~~proposing that acquisition, ~~and~~even ~~that~~if ~~revenue~~it ~~will~~were beprepared ~~substantially~~to ~~lower~~pay inconsideration ~~2023~~with ~~and~~a ~~minimal~~higher ~~thereafter~~per share cash or market value than the Offer Price (as defined in the Merger Agreement).

•WeWhile ~~will~~the ~~need~~Offer ~~significant~~and ~~additional~~the ~~capital~~Merger toare ~~proceed~~pending, ~~with~~we ~~development~~are ~~and~~subject ~~commercialization~~to ofuncertainties ~~our~~that ~~current~~could ~~and~~disrupt ~~potential~~our ~~future~~business, ~~product~~and ~~candidates~~our ~~and~~stock toprice ~~finance~~may ~~our~~fluctuate ~~other~~significantly ~~operations,~~based ~~and~~on ~~that~~announcements ~~additional~~regarding ~~capital~~the ~~may~~Offer ~~not~~and bethe ~~available~~Merger toor usbased on ~~acceptable~~market ~~terms,~~perceptions orof atthe ~~all;~~likelihood asof athe ~~result,~~satisfaction weof ~~may~~the beconditions ~~required~~ to ~~delay,~~the ~~scale~~consummation ~~back~~of orthe ~~discontinue~~Offer ~~development~~and ofthe ~~our~~Merger ~~product~~outside ~~candidates~~of orour ~~other operations~~control.

•WeWhile ~~may~~the ~~depend~~Offer inand the ~~future~~Merger onare BDpending, ~~Arrangements~~we ~~with~~are ~~third-party~~subject ~~partners~~to ~~for~~contractual ~~the~~restrictions ~~development~~that ~~and~~limit ~~commercialization~~our ofability ~~our~~to ~~product~~pursue ~~candidates~~or ~~and~~prevent ~~for~~us ~~revenue~~from ~~and,~~pursuing attractive business or fundraising opportunities (if weany), ~~are~~such ~~unable~~as toour ~~secure~~ability ~~those~~to BDraise ~~Arrangements~~additional capital, orincur ifindebtedness ~~any~~or ~~future~~pursue BD Arrangements. ~~are~~In ~~not successful~~addition, weif ~~may~~the ~~not~~Merger beis ~~able~~not toconsummated, ~~capitalize~~we onmay ~~the~~face ~~market~~increased ~~potential~~difficulties ofraising ~~our~~capital ~~product~~and ~~candidates~~may orneed ~~continue~~to ~~their~~significantly ~~development.~~delay,

•We may not be able to obtain and maintain relationships with future partners that are necessary to develop, manufacture and commercialize some or all of our product candidates.

•While we may opportunistically consider BD Arrangements to advance development of our key solid tumor oncology programs, we are actively seeking, or intend to seek, BD Arrangements with third-party partners to progress, in whole or in part, the development of one or more of our other programs whose further development is primarily dependent on our ability to secure potential future BD Arrangements, and if we are unable to secure BD Arrangements to support these programs, which include NGM621, aldafermin, NGM936, and, once termination of Merck's license is effective, MK-3655, we are unlikely to be able to advance their development unless our portfolio prioritization changes and we have access to the necessary capital to fund such development, and may discontinue or abandon any or all of these programs altogether, in which case we will not realize any return on our investments in those programs.

•BD Arrangements involve numerous risks, any of which could materially and adversely affect our business and financial condition.

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~~•We~~scale ~~rely~~back ~~completely~~or ondiscontinue ~~contract~~development ~~manufacturers for the manufacture~~ of, ~~our~~or ~~product~~abandon ~~candidates~~some ~~and~~or ~~the~~all ~~process~~ of ~~manufacturing~~, ~~and conducting release testing for,~~ our ~~biologic~~ product candidates ~~is complex~~, highly regulated and subject to many risks, including our current reliance on single source manufacturers and suppliers, difficulties in supply chain, including procuring raw materials and components and the availability of manufacturing slots, and difficulties in production, including scaling up and validating initial production, contamination, equipment failure, improper installation or ~~operation~~scale ofback ~~equipment, vendor~~ or ~~operator~~discontinue ~~error, turnover of qualified staff or improper storage conditions, or difficulties with quality control, product stability or quality assurance testing, any of which could substantially increase~~ our ~~costs~~discovery ~~and~~research ~~limit supply of our product candidates and any future products needed for clinical trials and commercialization~~efforts.

•~~Our~~Stockholder ~~product~~litigation ~~candidates~~or ~~other~~class ~~than~~actions ~~NGM621~~lawsuits ~~and~~could ~~aldafermin~~prevent ~~are~~or ~~currently~~delay ~~manufactured at a facility in Lithuania. The ongoing conflict between Russia and Ukraine and~~ the ~~retaliatory~~consummation ~~measures~~of ~~taken or that may be taken by~~ the ~~United~~Offer ~~States, NATO~~ and ~~others against Russia create global security concerns, including~~ the ~~possibility of expanded regional or global conflict~~Merger, ~~and~~divert ~~are~~management’s ~~likely to have short-term and likely longer-term negative impacts on regional and global economies~~attention, ~~any or all of which could disrupt our supply chain and~~ adversely affect our ability to ~~conduct~~consummate ~~ongoing~~the ~~and~~Merger ~~future~~or ~~clinical~~otherwise ~~trials~~negatively ofimpact our ~~product~~business, ~~candidates~~operating results and ~~our~~financial ~~ability to raise capital on favorable terms~~condition.

•We have incurred, and will continue to incur, significant costs and expenses, including fees for professional services and other transaction costs, in connection with the Offer and the Merger.

Other Risks Related to Our Business

•We have incurred net losses every year since our inception, we have no meaningful source of revenue, we expect to continue to incur significant operating losses and we may never become profitable.

•We have minimal committed external funding for our development efforts and will need to rely on our own financial resources and our ability to raise additional capital in order to further our development efforts.

•We need significant additional capital to proceed with development and commercialization of our current and potential future product candidates and to finance our other operations, and that additional capital may not be available to us on acceptable terms, or at all; as a result, we may need to significantly delay, scale back or discontinue development of or abandon some or all of our product candidates, or scale back or discontinue our discovery research efforts, or we may be required to cease operations altogether.

•We expect to depend in the future on BD Arrangements with third-party partners for the development and commercialization of some or all of our product candidates and for revenue and, if we are unable to secure those BD Arrangements, or if any future BD Arrangements are not successful, we may not be able to capitalize on the market potential of our product candidates or continue their development. BD Arrangements involve numerous risks, any of which could materially and adversely affect our business and financial condition.

•While we may consider BD Arrangements to advance development of the product candidates that are within our three key priorities for clinical development, we are seeking BD Arrangements with third-party partners to progress, in whole or in part, the development of one or more of our other programs whose further development is dependent on our ability to secure potential future BD Arrangements, which include NGM438, NGM831, NGM621 and NGM313, and if we are unable to secure BD Arrangements to support these programs, we are unlikely to be able to advance their development unless our portfolio prioritization changes and we are able to secure additional capital necessary to fund such development. We may discontinue or abandon any or all of our programs altogether, in which case we will not realize any return on our investments in those programs.

•We may not be able to obtain and maintain relationships with future partners that are necessary to develop, manufacture and commercialize some or all of our product candidates.

•We rely completely on contract manufacturers for the manufacture of our product candidates and the process of manufacturing, and conducting release testing for, our biologic product candidates is complex, highly regulated and subject to many risks, any of which could substantially increase our costs and limit supply of our product candidates and any future products needed for clinical trials and commercialization.

•We need to successfully complete rigorous preclinical and clinical testing of our product candidates before we can seek regulatory approval. The regulatory approval processes of the FDA and comparable foreign health authorities are lengthy and inherently unpredictable, and if we are not successful at each step of the process, commercialization of our product candidates will be delayed or prevented.

•Our product candidates are in early stages of development, with our most advanced product candidates only in Phase 2 development.

•Our product candidates may fail to demonstrate safety and efficacy in ongoing and future clinical trials, may never achieve regulatory approval and, even if approved, may not be able to be successfully commercialized due to competition or other factors.

•We may not successfully identify new product candidates to expand our development pipeline.

•Our future success depends in part on our ability to attract and retain highly skilled employees, including members of our ~~current~~ senior management team~~, especially our Chief Scientific Officer, Dr~~. ~~Jin-Long Chen.~~

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•We face substantial competition, which may result in others discovering, developing or commercializing products before, or more successfully than, us.

•~~Our~~Even ~~business~~if ~~could~~we beobtain ~~materially~~approval ~~and~~to ~~adversely~~market ~~affected~~our inproducts, ~~the~~these ~~future~~products bymay ~~effects~~become ofsubject ~~disease~~to ~~outbreaks~~unfavorable pricing regulations, ~~epidemics~~reimbursement practices from third-party payors or healthcare reform initiatives in the United States and ~~pandemics~~abroad, ~~including~~which ~~the~~could ~~COVID-19~~harm ~~pandemic~~our business.

•Our success depends in significant part upon our ability to obtain and maintain intellectual property protection for our products and technologies.

•Our principal stockholders, including entities affiliated with The Column Group, Merck and our management, own a substantial percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.

•We or third parties we rely on or partner with could experience a cybersecurity incident that could harm our business.

•We are a “smaller reporting company” and the reduced disclosure requirements applicable to such companies that we have availed ourselves of may make our common stock less attractive to investors.

•The market price of our common stock has been and may continue to be volatile, and you could lose all or part of your investment.

•We continue to incur increased costs as a result of operating as a public company and our management devotes substantial time to public company compliance initiatives; for example, we are obligated to develop and maintain proper and effective internal control over financial reporting and to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002.

5•We have failed in the past and may in the future fail to continue to meet the listing standards of Nasdaq, and as a result our common stock may be delisted, which could have a material adverse effect on the liquidity of our common stock.

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PART I

Item 1. Business.

Overview of Our Business

We are a biopharmaceutical company focused on discovering and developing novel, potentially life-changing medicines based on scientific understanding of key biological pathways ~~underlying grievous diseases with critical unmet or underserved patient need~~. ~~These~~Our ~~diseases~~mission ~~represent~~is ato ~~significant~~translate ~~burden~~complex, ~~for~~powerful ~~patients~~biology ~~and~~with ~~healthcare~~rigor ~~systems~~ and, inurgency ~~some~~into ~~cases,~~life-changing ~~are leading causes of morbidity and mortality~~medicines. ~~Since~~Our ~~the~~strategy ~~commencement~~is ofbuilt ~~our~~on ~~operations~~a instraightforward ~~2008,~~central wepremise: ~~have~~create ~~generated~~an aenvironment ~~portfolio~~that ofboth ~~product~~allows ~~candidates~~drug ~~ranging from early~~ discovery research to ~~Phase~~thrive 2bby ~~development.~~focusing ~~Currently,~~on wepowerful ~~have~~human ~~five programs in active clinical development. Our~~ biology~~-centric~~ ~~drug~~unconstrained ~~discovery~~by ~~approach is~~ therapeutic area ~~agnostic~~or ~~and~~technology ~~aims~~approach ~~to seamlessly integrate interrogation of complex disease-associated biology~~ and ~~protein~~remain ~~engineering~~grounded ~~expertise~~in tothe ~~unlock~~singular ~~proprietary~~motivation ~~insights~~of ~~that~~delivering ~~are~~impactful ~~leveraged~~medicines to ~~generate~~address ~~promising~~critical ~~product~~unmet ~~candidates~~or ~~and~~underserved ~~enable~~needs ~~their~~of ~~rapid~~patients ~~advancement~~suffering ~~into~~from ~~proof-of-concept~~grievous ~~studies~~diseases. As explorers on the frontier of life-changing science, we aspire to operate one of the most productive research and development engines in the biopharmaceutical industry. All therapeutic candidates in our pipeline have been generated by our in-house discovery engine, led by biology and motivated by patient need.

~~For~~Our ~~more~~biology-driven ~~detailed~~and ~~information~~therapeutic ~~about~~area agnostic discovery engine has produced a diverse pipeline of product candidates spanning oncology, liver and metabolic disease and retinal disease. We have evolved our strategy to concentrate our resources on three product ~~candidate~~candidates ~~pipeline~~in three specific disease areas and to continue our discovery research efforts. For our other product candidates and potential future opportunities that have been, and may in the future be, produced by our discovery engine, we are seeking collaboration, out licensing, partnering or other business development arrangements, or BD Arrangements, with third-party partners with sufficient resources and relevant domain expertise to further their ~~targeted~~development. ~~therapeutic~~We ~~areas~~believe that this strategy, ~~see~~if ~~“—Our~~successfully ~~Pipeline~~implemented, ~~Programs~~may enable more of the programs in our pipeline to be advanced effectively and efficiently.”

~~Our~~Pending ~~Mission~~Transactions ~~and~~Contemplated ~~Strategy~~by the Merger Agreement

~~Our~~On ~~mission~~February is25, ~~to translate complex~~2024, ~~powerful~~we ~~biology~~entered ~~with~~into ~~rigor~~the Agreement and ~~urgency~~Plan ~~into~~of ~~life-changing~~Merger, ~~medicines.~~dated ~~Our~~as ~~strategy~~of isFebruary ~~built~~25, on2024, aor ~~straightforward~~the ~~central~~Merger ~~premise:~~Agreement, ~~create~~with anAtlas ~~environment~~Neon ~~that~~Parent, ~~both~~Inc., ~~allows~~a ~~drug~~Delaware ~~discovery~~corporation, ~~research~~or toParent, ~~thrive~~and byAtlas ~~focusing~~Neon onMerger ~~powerful~~Sub, ~~human~~Inc., ~~biology~~a ~~unconstrained~~Delaware bycorporation ~~therapeutic~~and ~~area~~a orwholly-owned ~~technology~~subsidiary ~~approach~~of ~~and~~Parent, ~~remain~~or ~~grounded~~Merger inSub. ~~the~~Parent ~~singular~~and ~~motivation~~Merger ofSub ~~delivering~~are ~~impactful~~affiliates ~~medicines~~of toThe ~~address~~Column ~~critical~~Group, ~~unmet~~LP, orwhich, ~~underserved~~along ~~needs~~with certain of ~~patients~~its ~~suffering~~affiliates, ~~from~~is ~~grievous~~collectively ~~diseases.~~referred ~~All~~to ~~therapeutic~~as ~~candidates~~TCG. inTCG is our ~~pipeline~~largest ~~have~~stockholder, ~~been~~holding ~~generated~~approximately by26.7% of our ~~in-house~~common ~~discovery~~stock ~~engine,~~as ~~led~~of byDecember ~~biology~~28, ~~and motivated by patient need~~2023.

~~Our~~The ~~pipeline~~Merger isAgreement ~~currently~~provides ~~divided~~for, ~~into~~among ~~two~~other ~~categories~~things, ~~with~~(i) ~~separate~~the ~~approaches~~acquisition ~~to development strategy and resource allocation in an effort to enable more~~ of the ~~product~~Company ~~candidates~~by inParent ~~our~~through ~~pipeline~~a tocash betender ~~advanced~~offer, asor ~~effectively~~the ~~and efficiently as possible. To that end~~Offer, weby ~~are~~Merger ~~currently~~Sub ~~focusing~~for ~~most~~each ofissued ~~our execution efforts~~ and ~~resources~~outstanding onshare ~~advancing~~of our ~~clinical-stage~~common ~~solid~~stock ~~tumor~~for ~~oncology programs to potentially rapid proof of concept~~$1.55 ~~For~~per ~~our~~share, ~~other~~or ~~programs~~the ~~that~~Offer ~~are~~Price, ~~in therapeutic areas where clinical development is relatively resource intensive~~ and ~~can~~(ii) ~~have~~the ~~long~~merger ~~timelines to generate proof-~~of~~-concept~~ ~~data,~~Merger ~~due~~Sub towith ~~the need to conserve capital~~ and ~~prioritize~~into ~~focused~~the ~~execution~~Company, weor ~~are~~the ~~actively seeking~~Merger, orwith ~~intend~~the toCompany ~~seek,~~surviving ~~collaboration,~~the ~~out~~Merger. ~~licensing,~~Subject ~~partnering~~to orthe ~~other~~terms ~~business~~of ~~development~~the ~~arrangements,~~Merger ~~or BD Arrangements~~Agreement, ~~with~~the ~~third-party~~Offer ~~partners~~Price ~~with~~will ~~sufficient~~be ~~resources~~paid ~~and~~subject ~~relevant~~to ~~domain~~any ~~expertise~~applicable totax ~~further~~withholding ~~their~~and ~~development~~without interest.

~~Key~~Upon ~~elements~~the unanimous recommendation of the special committee of our ~~strategy~~board of directors, or the Special Committee, the members of our board (other than David V. Goeddel, Ph.D. and Roger M. Perlmutter, M.D., Ph.D. who recused themselves because of their relationship to TCG, and William J. Rieflin, who recused himself because he had entered into the Rollover Agreement (as defined in the Merger Agreement) at the time of the board's determination) have unanimously determined that the terms of the Offer, the Merger and the other transactions contemplated by the Merger Agreement are: fair to and in the best interests of the Company and the Unaffiliated Stockholders (as defined in the Merger Agreement), authorized and approved the execution, delivery and performance by the Company of the Merger Agreement and, subject to the terms and conditions of the Merger Agreement, the consummation by the Company of the transactions contemplated by the Merger Agreement, declared the Merger Agreement and the transactions contemplated by the Merger Agreement advisable and recommended that the Unaffiliated Stockholders accept the Offer and tender their shares of common stock pursuant to the Offer.

~~•Systematically~~The Offer is being made subject to all terms and ~~empirically~~conditions ~~interrogate~~set ~~complex~~forth ~~disease-associated~~in ~~biology. We~~the ~~employ~~Offer ~~unbiased~~to Purchase, ~~systematic~~dated ~~investigations~~March of8, ~~complex~~2024, ~~disease-associated~~or, ~~biology~~as it may be amended or supplemented from time to time, the Offer to Purchase, and in ~~pursuit~~the related Letter of ~~uncovering~~Transmittal, ~~novel~~or ~~mechanisms~~as it may be amended or supplemented from time to time, the Letter of ~~action~~Transmittal. The Offer to Purchase and ~~identifying~~the ~~proprietary~~Letter ~~insights~~of ~~into~~Transmittal ~~critical~~constitute ~~biological~~the ~~processes~~Offer. The Offer will expire at one minute after 11:59 p.m., Eastern time, on April 4, 2024, unless extended in accordance with the terms of the Offer and ~~pathways~~the ~~demonstrating~~Merger ~~powerful~~Agreement ~~biological~~and ~~effects~~the applicable rules and regulations of the U.S. Securities and Exchange Commission, or the SEC.

~~•Remain~~Pursuant ~~biologics-focused, but modality flexible, leveraging a versatile approach~~ to ~~designing~~the ~~unique~~terms ~~solutions~~of ~~for~~the ~~complex~~Merger ~~problems. Building on these biological insights~~Agreement, weas ~~deploy~~of ~~our~~the ~~protein~~effective ~~and~~time ~~antibody~~of ~~engineering~~the ~~expertise~~Merger, toor ~~create~~the ~~product~~Effective ~~candidates designed to be highly specific~~Time, toby ~~modulate~~virtue ~~targeted~~of ~~processes~~the Merger and towithout ~~boost~~any ~~therapeutic~~action ~~potential.~~on Wethe ~~have~~part ~~an unbiased antibody generation approach and use an array~~ of ~~modalities~~the ~~and~~holders, ~~technologies~~(i) toeach ~~optimize~~outstanding ~~the~~share ~~properties~~ of our ~~antibody~~common ~~product candidates and native proteins.~~

•Urgently advance therapies to meet unmet needs. We seek to move promising product candidates we have discovered and developed rapidly into proof-of-concept clinical studies and, if warranted, late-stage development.

•Build a diversified pipeline, honed with disciplined prioritization. We seek to allocate our capital efficiently and strategically and fund our portfolio based on each program’s scientific and other merits. Our discipline has been demonstrated by our decision not to proceed with development activities on multiple potentially viable product candidates for portfolio management and capital conservation reasons and to concentrate our resources and focus our execution on our solid tumor oncology programs.

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•Recruit and retain industry-leading research and development talent. Our talented and experienced team is the foundation of our company. We aim to attract outstanding individuals with expertise in discovery sciences, protein and antibody engineering, pharmacology, translational medicine and preclinical and clinical development who are committed to sustaining and enhancing our scientific excellence, rigor and innovation, our creative clinical development and our high level of productivity.

•Pursue BD Arrangements with partners. Pursuing BD Arrangements has been and is expected to continue to be a key component of our strategy. Given the breadth of opportunities that have been, and may in the future be, produced by our discovery engine, we are actively seeking, or intend to seek, BD Arrangements with third-party partners to progress, in whole or in part, the development of one or more of our product candidates. We believe that this strategy, if successfully implemented, may enable more of the programs in our pipeline, including those in active development by us, to be advanced as effectively and efficiently as possible.

Our Pipeline Programs

Our biology-driven and therapeutic area agnostic discovery engine has produced a diverse pipeline of product candidates spanning oncology, retinal disease and liver and metabolic disease. We have divided our pipeline programs into two distinct categories with separate approaches to development strategy and resource allocation.

Key Programs in Active Development

Our pipeline includes four solid tumor oncology programs in active ongoing clinical development. We are currently focusing most of our execution efforts and resources on these key programs. We have intentionally built our clinical capabilities primarily in areas such as solid tumor oncology that offer development paths that are relatively resource efficient and have the potential to generate clinical proof-of-concept data more rapidly than certain other indications. Subject to our ability to obtain sufficient additional capital, whether through potential future BD Arrangements or otherwise, we may in the future pursue development of programs in other therapeutic areas. While we will opportunistically consider BD Arrangements to advance development of our key programs, we intend to invest our resources in their development even in the absence of BD Arrangements.

ILT2 = immunoglobulin-like transcript 2; ILT4 = immunoglobulin-like transcript 4; ILT3 = immunoglobulin-like transcript 3; LAIR1 = leukocyte-associated immunoglobulin-like receptor 1; GFRAL = glial cell-derived neurotrophic factor receptor alpha-like; PDAC = pancreatic ductal adenocarcinoma; mCRPC = metastatic castration-resistant pancreatic cancer

Therapeutic Area: Solid Tumor Oncology

Cancer Disease Overview

Cancer involving solid tumors is a leading cause of death globally and was responsible for an estimated over nine million deaths in 2020. There were an estimated almost 17 million newly diagnosed cancer cases around the world in 2020, excluding non-melanoma skin cancer. By 2040, the number of new cancer cases globally per year is expected to rise to over 25 million and the number of cancer-related deaths per year to grow to nearly 15 million, excluding non-melanoma skin cancer. Cancer was the second leading cause of death in the United States in 2020, causing over 500,000 deaths that year.

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~~NGM707~~stock (other than any shares of common stock (a) held in the treasury of the Company, ~~NGM831~~(b) owned, directly or indirectly by TCG, Parent, Merger Sub or any other subsidiary of Parent, or the Rollover Stockholders (as defined in the Merger Agreement) at the commencement of the Offer, (c) irrevocably accepted for purchase in the Offer or (d) owned by any stockholders who are entitled to and ~~NGM438:~~who ~~Our~~properly ~~Myeloid~~exercise ~~Reprogramming~~appraisal rights under Delaware law) will be converted into the right to receive the Offer Price without interest, less any applicable tax withholding; (ii) the vesting of each option to purchase shares of our common stock, or Company Stock Options, shall be accelerated and ~~Checkpoint~~(A) ~~Inhibition~~each ~~Portfolio~~Company ~~Designed~~Stock Option that has an exercise price per share that is less than the Offer Price, or an In-the-Money Option, that is then outstanding will be cancelled and, in exchange therefor, the holder of such cancelled In-the-Money Option will be entitled to ~~Enhance~~receive ~~Anti~~an amount in cash, without any interest thereon and subject to applicable tax withholding, equal to the product of (x) the total number of shares of our common stock underlying such In-~~Tumor~~the-Money ~~Immunity~~Option as of immediately prior to the Effective Time multiplied by (y) the excess of the Offer Price over the applicable exercise price per share of the common stock underlying such In-the-Money Option, and (B) each Company Stock Option that is not an In-the-Money Option will be cancelled for no consideration; and (iii) each unvested restricted stock unit, or RSU, of the Company that is then outstanding shall become immediately vested in full and cancelled, and, in exchange therefor, the holder of such cancelled RSU will be entitled to receive an amount in cash without interest, less any applicable tax withholding, equal to the Offer Price.

~~Over~~Merger ~~the~~Sub’s ~~past~~obligation ~~decade,~~to ~~advances~~accept inshares ~~cancer~~of ~~immunotherapy~~our ~~have~~common ~~driven~~stock ~~significant~~tendered ~~improvements~~ in ~~clinical~~the ~~outcomes,~~Offer ~~especially~~is insubject ~~certain~~to ~~cancer~~conditions, ~~types~~including: (i) that ~~are~~the ~~immunogenic,~~number orof ~~capable~~shares of ~~provoking~~common anstock ~~immune~~validly ~~response.~~tendered Inand ~~particular,~~not Tvalidly ~~cell~~withdrawn ~~checkpoint~~equals ~~inhibitors,~~at ~~including~~least ~~immune~~a ~~checkpoint~~majority ~~inhibitors~~of ~~targeting~~all ~~Programmed~~shares ~~Cell~~of ~~Death~~our ~~Protein~~common 1stock ~~and~~then ~~Programmed~~owned ~~Cell~~by ~~Death~~the ~~Protein~~Unaffiliated ~~Ligand~~Stockholders 1,as orof ~~PD-1~~the ~~and~~expiration ~~PD-L1,~~of ~~respectively,~~the ~~are~~Offer; ~~designed~~(ii) tothe ~~inhibit~~accuracy ~~immune~~of ~~checkpoint~~our ~~pathways.~~representations ~~When~~and ~~turned~~warranties ~~“on,”~~contained ~~these~~in ~~pathways~~the ~~act~~Merger asAgreement ~~“brakes”~~(subject onto ~~anti-tumor~~certain ~~immune~~exceptions ~~responses,~~and ~~enabling~~qualifications ~~tumors~~described toin ~~evade~~the ~~detection~~Merger Agreement and ~~destruction~~except, bygenerally, ~~the~~for ~~immune~~any ~~system.~~inaccuracies Tthat ~~cell~~have ~~checkpoint~~not ~~inhibitors~~had ~~essentially~~a ~~work~~Company toMaterial ~~“release”~~Adverse Effect (as defined in the ~~“brakes”~~Merger byAgreement)); ~~turning~~(iii) ~~off~~our ~~those~~performance ~~pathways.~~in ~~However,~~all material respects of our obligations under the ~~overall~~Merger ~~response~~Agreement ~~rate~~and to(iv) ~~PD-1/PD-L1~~the ~~inhibitors~~other isconditions ~~typically~~set ~~only~~forth ~~20%~~in Exhibit A to ~~30%~~the ~~and~~Merger ~~many~~Agreement. ~~cancer~~The ~~patients~~obligations ~~who~~of ~~initially~~Parent ~~experience~~and aMerger ~~full~~Sub orto ~~partial~~consummate ~~response~~the ~~using~~Offer Tand ~~cell~~the ~~checkpoint~~Merger ~~inhibitors~~under ~~may~~the ~~eventually~~Merger ~~experience~~Agreement ~~cancer~~are ~~progression~~not subject to a financing condition.

~~Our~~Following ~~cancer~~the ~~research~~completion ~~is currently focused on an emerging area~~ of ~~immuno-oncology~~the ~~research known as myeloid checkpoint inhibition. The tumor microenvironment~~Offer, orsubject ~~TME,~~to isthe ~~composed~~absence of ~~both~~injunctions ~~cancerous~~or ~~and~~other ~~non-malignant~~legal ~~cells.~~restraints ~~There~~preventing isor anprohibiting ~~abundance of myeloid cells present in~~ the ~~TME~~consummation of ~~many~~the ~~tumor~~Merger, ~~types.~~Merger ~~While~~Sub ~~myeloid~~will ~~cells~~merge ~~play~~with aand ~~critical~~into ~~role in~~ the ~~immune system~~Company, inwith the ~~tumor~~Company ~~they~~surviving ~~can~~as ~~contribute~~a towholly-owned ~~the~~subsidiary ~~inhibition~~ of ~~anti-tumor immune responses using multiple mechanisms~~Parent, ~~including~~pursuant ~~suboptimal~~to ~~T-cell~~the ~~priming,~~procedure ~~T-cell~~provided ~~suppression~~for ~~and~~under ~~physical~~Section ~~exclusion~~251(h) of ~~immune cells from~~ the ~~cancer~~Delaware ~~cells.~~General InCorporation ~~essence~~Law, ~~they~~without ~~serve~~any asadditional ~~myeloid~~stockholder ~~checkpoints, keeping the “brakes on” and enabling tumors to evade the immune system and drive resistance to cancer therapies~~approvals. ~~Our~~The ~~focus~~Merger iswill onbe ~~promoting~~effected ~~myeloid~~as ~~reprogramming~~soon -as ~~switching~~practicable ~~myeloid~~following ~~cells in~~ the ~~TME~~time ~~from~~at anwhich ~~immunosuppressive~~Merger ~~state~~Sub topurchases athe ~~stimulatory~~shares ~~state~~of ~~that~~common ~~enhances~~stock ~~anti-tumor~~validly ~~immunity~~tendered ~~by releasing the “brake”~~ and ~~allowing~~not ~~these~~withdrawn ~~myeloid cells to potentially play a pivotal role~~ in ~~anti-tumor activity by acting to both kill cancer cells directly as well through~~ the ~~recruitment and activation of tumor-directed T cells~~Offer.

WeThe ~~have~~Merger ~~built~~Agreement acontains ~~portfolio~~customary ofrepresentations ~~three~~and ~~myeloid~~warranties ~~checkpoint~~by ~~inhibitor product candidates~~Parent, ~~NGM707,~~Merger ~~NGM831~~Sub and ~~NGM438, targeting four receptors whose elevated expression in myeloid cells in~~ the ~~TME has been associated with poor patient responses to T cell checkpoint inhibitors~~Company. ~~NGM707,~~The ~~NGM831~~Merger ~~and~~Agreement ~~NGM438~~also ~~are~~contains ~~wholly-owned~~customary ~~programs.~~covenants ~~Although all three programs were originally researched~~ and ~~developed~~agreements, ~~under~~including ~~a collaboration agreement~~ with ~~funding~~respect ~~from~~to ~~Merck Sharp & Dohme LLC, or Merck, we have had~~ the ~~sole~~operations ~~right, at our sole discretion, to independently research, develop and commercialize each~~ of ~~them, at~~ our ~~sole~~business ~~expense,~~between ~~since~~signing ~~March 2022, subject to the payment to Merck of low single-digit royalties on commercial sales of any resulting products. See “Licensing~~ and ~~Collaboration Arrangements—Merck Collaboration~~closing.”

~~NGM707:~~The ~~ILT2/ILT4~~Merger ~~Dual~~Agreement ~~Antagonist~~contains ~~Antibody~~customary non-solicitation restrictions prohibiting our solicitation of alternative business combination transactions and restricts our ability to furnish non-public information to, or participate in any discussions or negotiations with, any third party with respect to any such alternative business combination transaction, subject to customary exceptions in the event of an acquisition proposal that was not solicited in violation of these restrictions and that our board of directors (acting upon the recommendation of the Special Committee) or the Special Committee determines constitutes or could reasonably be expected to lead to a Superior Company Proposal (as defined in the Merger Agreement).

~~Overview~~The Merger Agreement contains customary termination rights for both Parent and Merger Sub, on the one hand, and the Company, on the other hand, including, among others, for failure to consummate the Offer on or before June 15, 2024. If the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement in connection with our entry into an agreement with respect to a Superior Company Proposal, we will be required to pay Parent a termination fee of ~~NGM707~~$2.0 million.

~~NGM707,~~We ~~the~~anticipate ~~lead~~that ~~asset~~the inOffer ~~our myeloid reprogramming~~ and ~~checkpoint~~the ~~inhibition~~Merger ~~portfolio,~~contemplated isunder athe ~~dual~~Merger ~~antagonist~~Agreement ~~monoclonal~~will ~~antibody~~be ~~that~~consummated isin ~~designed~~the tosecond ~~improve~~quarter ~~patient~~of ~~immune~~2024. ~~responses~~However, tothere ~~tumors~~can bybe ~~inhibiting~~no ~~both~~assurance ~~Immunoglobulin-like~~that ~~transcript~~the 2,Offer ~~or ILT2 (also known as LILRB1),~~ and ~~Immunoglobulin-like~~the ~~transcript~~Merger 4,contemplated orby ~~ILT4~~the ~~(also~~Merger ~~known~~Agreement aswill ~~LILRB2),~~be ~~receptors~~completed. WeIf ~~believe NGM707 has~~ the ~~potential~~Merger tois ~~reprogram~~effected, ~~ILT4-~~our ~~and~~common ~~ILT2-expressing~~stock ~~myeloid~~will ~~cells~~be todelisted ~~shift them~~ from aThe ~~suppressive~~Nasdaq ~~state~~Stock ~~that~~Market ~~restricts~~LLC ~~anti-tumor~~and ~~immunity~~our obligation to afile ~~stimulatory~~periodic ~~state~~reports ~~that~~under ~~may~~the ~~promote~~Securities ~~anti-tumor~~Exchange ~~immunity.~~Act ~~Blocking~~of ~~ILT2~~1934, ~~also~~as ~~may~~amended, ~~reverse~~or ~~inhibition~~the ofExchange ~~ILT2-expressing~~Act, ~~lymphoid~~will ~~cells~~terminate, toand ~~further~~the ~~stimulate~~Company ~~anti-tumor~~will ~~immune~~be ~~responses.~~privately held.

~~Clinical~~Pending ~~Development~~consummation of ~~NGM707~~the Offer and the Merger, the Merger Agreement generally requires us to operate in the ordinary course of business consistent with past practice and restricts us from taking certain actions with respect to our business and financial affairs without Parent’s consent. Such restrictions will be in place until either the Offer and the Merger are consummated or the Merger Agreement is terminated. These restrictions could restrict

We are conducting an open-label Phase 1/2 clinical trial evaluating NGM707 as a monotherapy and in combination with KEYTRUDA® (pembrolizumab) for the treatment of patients with advanced or metastatic solid tumors. We expect to enroll approximately 220 patients in this trial. A Phase 1, Part 1a cohort evaluating NGM707 as a monotherapy was initiated in the second quarter of 2021. A Phase 1, Part 1b cohort evaluating NGM707 in combination with pembrolizumab was initiated in the second quarter of 2022. Both Phase 1 cohorts are ongoing and will be followed by Phase 2 expansion cohorts evaluating NGM707 in combination with pembrolizumab in specific tumor types. In December 2022, we presented initial data from the Phase 1, Part 1a cohort at the European Society for Medical Oncology Immuno-Oncology, or ESMO I-O, Annual Congress. The data indicated that NGM707 was generally well tolerated across all dose cohorts and demonstrated promising early signals of anti-tumor activity. In the presentation, we disclosed that of 24 response-evaluable patients as of November 23, 2022, best overall responses were a partial response in one patient, stable disease in six patients and non-complete response/non-progressive disease in one patient, and that potential proof-of-mechanism (myeloid reprogramming) was observed in peripheral blood and tumor biopsies.

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~~NGM707~~our ~~Patent~~ability ~~Portfolio~~to pursue or prevent us from pursuing attractive business or fundraising opportunities (if any) that arise prior to the consummation of the Offer and the Merger. For example, our ability to raise additional capital through the issuance of equity securities, incur indebtedness or pursue BD Arrangements are generally restricted without Parent’s consent during the pendency of the Offer and the Merger. In addition, if the Merger is not consummated, we may face increased difficulties raising capital and may need to significantly delay, scale back or discontinue development of, or abandon some or all of, our product candidates, or scale back or discontinue our discovery research efforts. See "Risk Factors - Risks Related to the Offer and the Merger." The following discussion of our product development and other plans assumes that the transactions contemplated by the Merger Agreement are not consummated and we continue to operate as a public stand-alone entity. For further information, see Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in Item 7 of this Annual Report.

AsOur of December 31, 2022, we did not own or have a license to any issued patent that covers NGM707. However, NGM707 and related compositions-of-matter and methods of use are disclosed in pending U.S. and international patent applications we have filed. Any patent that may issue from these applications or any related applications we file is expected to expire no earlier than 2041, including any patent issued in the United States, if any, not including any patent term adjustments and any patent term extensions.Pipeline

~~NGM707~~Clinical ~~Competition~~Development Focused on Three Key Priorities

We ~~believe~~are ~~NGM707 is the most advanced candidate~~ currently inprioritizing clinical development targeting both ILT2 and ILT4. We are aware that ImmunOs Therapeutics AG announced in January 2023 that it will conduct a Phase 1 trial of its lead program IOS-1002, which demonstrated the ~~ability~~majority to bind to three different immune checkpoint targets, LILRB1 (ILT2), LILRB2 (ILT4) and KIR3DL1 in preclinical trials. Additionally, there are several products in development that target either ILT4 or ILT2. We are aware of ~~four~~our ~~clinical~~execution ~~stage~~efforts ~~anti-ILT4 programs from Merck, Jounce Therapeutics, Inc., or Jounce, Immune-Onc Therapeutics, Inc., or Immune-Onc,~~ and ~~Bristol-Myers~~significant ~~Squibb.~~resources Inon ~~September~~three ~~2020,~~key Merck presented interim findings from a Phase 1 dose-escalation study evaluating its investigational anti-ILT4 therapeutic candidate, MK-4830, and Phase 1 results were published in January 2022. Jounce is developing an anti-ILT4 monoclonal antibody, JTX-8064, and clinical data from its Phase 1 trial were presented in December 2022. In February 2023, Jounce announced that as part of a corporate restructuring and business combination with Redx Pharma Plc it would be seeking business development opportunities: for the future development of JTX-8064. In September 2021, Immune-Onc initiated a Phase 1 study of its anti-ILT4 therapeutic candidate, IO-108. OncoResponse, Inc., Celldex Therapeutics, Inc. and Invectys Inc. have preclinical programs targeting ILT4. Biond Biologics Ltd., or Biond, has an antagonist antibody targeting ILT2, BND-22, which has been licensed by Sanofi, and a Phase 1 trial commenced in 2021. Agenus Inc. has an antagonist antibody targeting ILT2, AGEN1571, that entered Phase 1 clinical development in August 2022. Jounce also has a preclinical program targeting ILT2. Finally, Adanate, Inc. has an antibody, ADA-01, in early clinical development targeting LILRB family receptors that may include ILT4 and ILT2.

~~NGM831:~~•completing ~~ILT3~~a ~~Antagonist~~Phase ~~Antibody~~1 Part 1b dose escalation cohort of the ongoing Phase 1/2 trial evaluating NGM707 in combination with KEYTRUDA® (pembrolizumab) for the treatment of patients with advanced or metastatic solid tumors,

~~Overview~~•designing a potential registrational trial of ~~NGM831~~aldafermin in primary sclerosing cholangitis, or PSC, and continuing discussions with the United States Food and Drug Administration, or FDA, including on the proposed utilization of a primary endpoint composed of surrogate biomarkers with the goal of obtaining accelerated approval from the FDA; and

~~NGM831~~•producing is an antagonist antibody that is designed to block the interaction of Immunoglobulin-like transcript 3, or ILT3 (also known as LILRB4) receptor, with fibronectin, as well as other cognate ligands. ILT3 is a ~~fibronectin-binding~~toxicology ~~inhibitory~~package ~~immune receptor~~ that receives signals from the extracellular matrix to directly promote myeloid cell suppression. ILT3 is expressed on a variety of immune cells including tumor-associated myeloid cells, with particularly high expression on tolerogenic dendritic cells, or DCs, myeloid-derived suppressor cells and M2 macrophages. High ILT3 expression is associated with poor survival. Moreover, fibronectin has been shown to be upregulated in multiple cancers and associated with tumor progression. For tumors in which both ILT3 and fibronectin are upregulated, the ILT3-fibronectin signaling pathway may act as a "stromal checkpoint" to repress myeloid cell function and inhibit anti-tumor immunity. By inhibiting ILT3's interaction with fibronectin and its other ligands, we ~~believe~~hope ~~NGM831~~will ~~has~~support the potential toinitiation ~~mobilize~~of a ~~patient's~~Phase ~~own~~2 ~~immune system to fight tumors by shifting myeloid cells from a suppressive state to a stimulatory state and promoting anti~~proof-~~tumor~~of-concept ~~activity.~~trial ~~Our scientists have made discoveries related to this pathway, including the discovery~~ of ~~fibronectin~~NGM120 ~~as ILT3’s functional ligand, as described~~ in apatients ~~publication~~with inhyperemesis ~~Cancer Immunology Research~~gravidarum, aor ~~journal of the American Association for Cancer Research, in 2021~~HG.

~~Clinical~~Subject ~~Development~~to our ability to obtain sufficient additional capital, whether through financing activities or potential future BD Arrangements, we may in the future pursue development of ~~NGM831~~other product candidates and programs. While we may consider BD Arrangements to advance these three key priorities for clinical development, we intend to invest our resources in their development, contingent upon capital availability as described below, in the absence of BD Arrangements.

InFGF19 ~~2022,~~= wefibroblast ~~initiated~~growth anfactor ~~open-label~~19; ~~Phase~~ILT2 ~~1/1b~~= ~~clinical~~immunoglobulin-like ~~trial~~transcript to2; ~~evaluate~~ILT3 ~~NGM831~~= asimmunoglobulin-like atranscript ~~monotherapy~~3; ~~and~~ILT4 in= ~~combination~~immunoglobulin-like ~~with~~transcript ~~pembrolizumab~~4; ~~for~~GFRAL ~~the~~= ~~treatment~~glial ofcell-derived ~~patients~~neurotrophic ~~with~~factor ~~advanced~~receptor oralpha-like; ~~metastatic~~LAIR1 ~~solid~~= ~~tumors.~~leukocyte-associated Aimmunoglobulin-like ~~Phase~~receptor 1,; ~~Part~~PD-1 1a= ~~cohort~~programmed ~~evaluating~~cell ~~NGM831~~death asprotein ~~a monotherapy was initiated in the first quarter of 2022 and is ongoing. In addition, a Phase~~ 1, ~~Part 1b cohort evaluating NGM831 in combination with pembrolizumab was initiated in the third quarter of 2022 and is ongoing. We expect to enroll up to approximately 80 patients in these two cohorts.~~

~~NGM831~~NGM707: ~~Patent~~ILT2/ILT4 ~~Portfolio~~Dual Antagonist Antibody for the Potential Treatment of Solid Tumors, Including MSS CRC Patients

AsCancer ofinvolving ~~December 31,~~solid ~~2022,~~tumors weis ~~did not own or have~~ a ~~license~~leading tocause ~~any~~of ~~issued~~death ~~patent~~globally ~~that covers NGM831. However, NGM831~~ and ~~related~~was ~~compositions-of-matter~~responsible ~~and~~for ~~methods~~an ofestimated ~~use~~over ~~are~~nine ~~disclosed~~million deaths in ~~pending U~~2020.S. ~~and~~There ~~international~~were ~~patent~~an ~~applications~~estimated wealmost ~~have~~17 ~~filed.~~million ~~Any~~newly ~~patent~~diagnosed ~~that~~cancer ~~may~~cases ~~issue~~around ~~from~~the ~~these~~world orin ~~related~~2020, ~~applications~~excluding ornon-melanoma ~~any~~skin ~~related~~cancer. ~~applications~~By ~~we file is expected to expire no earlier than~~ 2040, ~~including any patent issued in~~ the ~~United~~number ~~States,~~of ifnew ~~any,~~cancer ~~not~~cases ~~including~~globally ~~any~~per ~~patent term adjustments and any patent term extensions.~~

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~~NGM831~~year ~~Competition~~is expected to rise to over 25 million and the number of cancer-related deaths per year to grow to nearly 15 million, excluding non-melanoma skin cancer. Cancer was the second leading cause of death in the United States in 2020, causing over 500,000 deaths that year.

WeOver ~~are~~the ~~aware~~past ofdecade, ~~only~~advances ~~one~~in ~~other~~cancer ~~antibody~~immunotherapy ~~being~~have ~~pursued~~driven ~~clinically~~significant ~~for~~improvements ~~the~~in ~~treatment~~clinical ofoutcomes, ~~solid~~especially ~~tumors~~in ~~that~~certain iscancer ~~intended~~types tothat ~~block~~are ~~the~~immunogenic, ~~interaction~~or capable of ~~Immunoglobulin-like~~eliciting ~~transcript~~an 3,immune orresponse. ~~ILT3~~In particular, ~~with~~T ~~fibronectin,~~cell ascheckpoint ~~well~~inhibitors, asincluding ~~other~~immune ~~cognate~~checkpoint ~~ligands,~~inhibitors ~~which~~targeting isprogrammed ~~Immune-Onc's~~cell ~~Phase~~death protein 1 ~~asset,~~and ~~IO-202.~~programmed ~~However,~~cell ~~there~~death ~~are~~protein ~~other~~ligand ~~programs~~1, ~~that~~or ~~target~~PD-1 ~~ILT3~~and inPD-L1, ~~the~~respectively, ~~clinic.~~are ~~Merck,~~designed ~~Immune-Onc~~to ~~and~~inhibit ~~Carbiogene~~immune ~~Therapeutics~~checkpoint Copathways. ~~Ltd.,~~When or"active” ~~Carbiogene,~~these ~~all~~pathways ~~have~~act ~~clinical~~as ~~stage~~“brakes” on anti-~~ILT3~~tumor ~~programs.~~immune ~~Merck’s~~responses, ~~anti-ILT3~~enabling ~~program,~~tumors ~~MK-0482,~~to isevade ~~currently~~detection inand ~~Phase~~destruction 2by ~~development~~the immune system. ~~Carbiogene’s~~T ~~ILT3~~cell ~~program~~checkpoint isinhibitors inessentially ~~Phase~~work 1to ~~development~~“release” ~~for~~the ~~acute~~“brakes” ~~myeloid~~by ~~leukemia.~~inactivating Wethose ~~are~~pathways. ~~aware~~However, ofthe ~~four~~overall ~~additional~~response ~~preclinical~~rate ~~anti~~to PD-~~ILT3~~1/PD-L1 ~~candidates~~inhibitors inis ~~development:~~typically ~~Biond~~only ~~has~~20% ~~BND-35,~~to ~~Jounce~~30% ~~has~~and ~~JTX-1484,~~many ~~and~~cancer ~~Immune-Onc~~patients ~~has~~who ~~both~~initially anexperience ~~ILT3~~a ~~CAR-~~complete or partial response using T ~~and~~cell ancheckpoint ~~ILT3~~inhibitors ~~bispecific~~may ~~under~~eventually ~~development~~experience cancer progression.

~~NGM438:~~Our ~~LAIR1~~cancer ~~Antagonist~~research ~~Antibody~~is currently focused on an emerging area of immuno-oncology research known as myeloid checkpoint inhibition. The tumor microenvironment, or TME, is composed of both cancerous and non-malignant cells. There is an abundance of myeloid cells present in the TME of many tumor types. While myeloid cells play a critical role in the immune system, in the tumor they can contribute to the inhibition of anti-tumor immune responses using multiple mechanisms, including suboptimal T-cell priming, T-cell suppression and physical exclusion of immune cells from the cancer cells. In essence, they serve as myeloid checkpoints, keeping the “brakes on” and enabling tumors to evade the immune system and drive resistance to cancer therapies. Our focus is on promoting myeloid reprogramming - switching myeloid cells in the TME from an immunosuppressive state to a stimulatory state that enhances anti-tumor immunity by releasing the “brake” and allowing these myeloid cells to potentially play a pivotal role in anti-tumor activity by acting to both kill cancer cells directly as well through the recruitment and activation of tumor-directed T cells.

~~Overview~~We have built a portfolio of three myeloid checkpoint inhibitor product candidates, NGM707, NGM831 and NGM438, targeting four receptors whose elevated expression in myeloid cells in the TME has been associated with poor patient responses to T cell checkpoint inhibitors. We discovered NGM707, NGM831 and NGM438 while receiving funding from Merck Sharp & Dohme LLC, or Merck, as part of our research collaboration with them. NGM707, NGM831 and NGM438 are now wholly-owned programs and we have the sole right, at our sole discretion, to independently research, develop and commercialize each of them, at our sole expense, subject to the payment to Merck of low single-digit royalties on commercial sales of any resulting products. See “Licensing and Collaboration Arrangements—Merck Collaboration.”

~~NGM438~~NGM707, isthe anlead ~~antagonist~~asset ~~antibody~~and ~~that~~area isof ~~designed~~primary tofocus ~~inhibit~~going ~~leukocyte-associated~~forward ~~immunoglobulin-like~~in ~~receptor~~our 1,myeloid orreprogramming ~~LAIR1,~~ and ~~thereby~~checkpoint ~~promote~~inhibition ~~anti-tumor~~portfolio, ~~immune~~is ~~responses.~~a ~~NGM438~~dual ~~has~~antagonist ~~the~~monoclonal ~~potential~~antibody tothat ~~potently~~is ~~block~~designed ~~the~~to ~~binding~~improve ofpatient ~~all~~immune ~~collagens~~responses to ~~LAIR1,~~tumors ~~including~~by ~~tumor-derived~~inhibiting ~~collagens.~~both ~~Collagens~~Immunoglobulin-like ~~produced~~transcript by2, ~~the~~or ~~tumor stroma~~ILT2, ~~meaning~~and ~~the non~~Immunoglobulin-~~malignant,~~like ~~non-immune~~transcript ~~components~~4, ofor ~~the tumor~~ILT4, ~~are~~receptors. ~~believed~~We tobelieve ~~bind~~NGM707 ~~LAIR1~~has the potential to ~~create~~reprogram anILT4- ~~immuno~~and ILT2-~~suppressive~~expressing ~~TME.~~myeloid ~~The~~cells ~~interaction~~to ofshift ~~collagens~~them from ~~the~~a ~~tumor~~suppressive ~~stroma~~state ~~with~~that ~~LAIR1~~restricts onanti-tumor ~~immune~~immunity ~~cells~~to ~~represents~~ a ~~"stromal~~stimulatory ~~checkpoint"~~state that ~~restrains~~may promote anti-tumor ~~immune responses~~immunity. ~~Reinvigoration~~Blocking ofILT2 ~~these~~also ~~collagen-suppressed~~may ~~immune~~reverse ~~cells~~inhibition byof ~~blocking~~ILT2-expressing ~~the~~lymphoid ~~binding~~cells ~~of collagens~~ to ~~LAIR1~~further ~~may~~stimulate ~~address a key resistance mechanism that limits~~ anti-tumor ~~responses~~immune ~~to current immunotherapies~~responses.

Clinical Development of ~~NGM438~~NGM707

InWe ~~2022,~~are weconducting ~~initiated~~ an open-label, Phase 1/1b2 clinical trial toevaluating ~~evaluate~~NGM707 ~~NGM438~~ as a monotherapy and in combination with pembrolizumab for the treatment of patients with advanced or metastatic solid tumors. A Phase 1, Part 1a cohort evaluating NGM438 as a monotherapy commenced in the second quarter of 2022 and is ongoing. In addition, a Phase 1, Part 1b cohort evaluating NGM438 in combination with pembrolizumab commenced in the fourth quarter of 2022 and is ongoing. We expect to enroll up to approximately 80 patients in these two cohorts.

~~NGM438~~The ~~Patent~~ongoing ~~Portfolio~~Phase 1 Part 1b cohort evaluating NGM707 in combination with pembrolizumab was initiated in the second quarter of 2022. In January 2024, we released data from this cohort with a data cutoff date of November 6, 2023. As of the data cutoff date, we had enrolled 46 heavily pretreated patients across multiple indications. The combination of NGM707 and pembrolizumab was found to be generally well-tolerated at all four dose levels of NGM707. Treatment-related adverse events, or TRAEs, occurred in 41% of patients, with Grade 3 and above TRAEs occurring in 4% of patients. A maximum tolerated dose was not reached and the maximum administered dose was 1800 mg. Of 37 response-evaluable patients (those completing at least one on-treatment scan), across multiple indications there were four confirmed partial responses, including one pathological complete response and 12 patients with stable disease, representing an 11% overall response rate, or ORR, and a 43% disease control rate, or DCR. The pathological complete response patient had significant target lesion reduction that allowed subsequent surgical resection of all gross residual disease, resulting in a confirmed pathological complete response with no detectable active tumor cells and no detectable circulating tumor DNA. Moreover, three of the four patients with confirmed partial responses had active liver metastases at baseline that were fully or partially reduced. Of the eight response-evaluable patients with a diagnosis of microsatellite stable colorectal cancer, or MSS CRC,

As of December 31, 2022, we did not own or have a license to any issued patent that covers NGM438. However, NGM438 and related compositions-of-matter and methods of use are disclosed in pending U.S. and international patent applications we have filed. Any patent that may issue from these applications or any related applications we file is expected to expire no earlier than 2041, including any patent issued in the United States, if any, not including any patent term adjustments and any patent term extensions.

NGM438 Competition

We are aware of only two other anti-LAIR1 antibodies currently in development, Immune-Onc’s preclinical-stage asset, IO-106, and NextCure, Inc.'s, or NextCure's, NC525. NextCure also has a Phase 1 product candidate in the clinic, NC410, a LAIR2 fusion protein designed to mimic the natural decoy effects of LAIR2, which binds to collagens and blocks the activity of LAIR1.

NGM120: The Potential of GDF15/GFRAL Inhibition to Treat Cancer and Cancer-Related Cachexia

Our scientists have made several discoveries related to growth differentiation factor 15, or GDF15, including identifying its cognate receptor glial cell-derived neurotrophic factor receptor alpha-like, or GFRAL. GFRAL is expressed in a specific region of the hindbrain, partially outside the blood brain barrier. Our preclinical research suggests the central role of the GDF15/GFRAL pathway in promoting tumor-associated appetite suppression, metabolic regulation and immune modulation. In vivo screening of human genes shows that GDF15 expression leads to an outsized effect on weight loss and, in animal models, elevated serum levels of GDF15 are a regulator of immune function, metabolism and feeding. In addition, elevated serum levels of GDF15 have been shown to be associated with cachexia, a disorder that causes extreme weight loss and muscle wasting. Evidence has shown that serum levels of GDF15 are elevated in patients across a number of tumor types and are associated with a worse prognosis in prostate, colorectal, esophageal and ovarian cancers. As a result of our identification of GFRAL, we developed novel insights into the mechanism of action of GDF15 and the structure and function of the GDF15/GFRAL interaction.

Overview of NGM120

NGM120 is an antagonist antibody that binds to GFRAL and is designed to block the effects of elevated serum levels of GDF15. We designed NGM120 as a potent, humanized monoclonal antibody inhibitor of GFRAL

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~~with~~there ~~the~~were ~~potential~~two ~~for~~confirmed ~~once-monthly~~partial orresponses ~~less~~(including ~~frequent~~the ~~dosing.~~one ~~Preclinical~~pathological ~~studies~~complete ~~suggest~~response) ~~that~~and ~~NGM120~~two ~~may~~patients ~~reduce~~with ~~tumor~~stable ~~growth~~disease, representing a 25% ORR and ~~improve~~a ~~survival~~50% DCR. In addition, preliminary evidence of myeloid reprogramming was seen in ~~syngeneic~~peripheral ~~orthotopic~~blood ~~pancreatic~~and in tumor ~~models~~biopsies inconsistent ~~mice~~with the putative mechanism of NGM707.

~~Although~~The ~~NGM120~~Phase ~~was~~1 ~~originally~~Part ~~researched~~1a ~~and~~cohort ~~developed~~evaluating ~~under~~NGM707 as a ~~collaboration~~monotherapy ~~agreement~~completed ~~with~~enrollment ~~funding~~in ~~from~~2023. ~~Merck~~In that cohort, weNGM707 ~~have~~monotherapy ~~had~~appeared ~~the~~to ~~sole~~be ~~right,~~generally well tolerated at ~~our~~all ~~sole~~dose ~~discretion,~~levels. toTRAEs ~~independently~~occurred ~~research~~in 46% of the patients, ~~develop~~with Grade 3 and ~~commercialize~~above ~~NGM120,~~TRAEs atoccurring ~~our~~in ~~sole~~5% ~~expense,~~of ~~since~~patients. ~~March~~A ~~2022~~maximum tolerated dose was not reached and the maximum administered dose was 1800 mg. As of the November 6, ~~subject~~2023 todata cutoff date in the ~~payment~~monotherapy tocohort, ~~Merck~~there was one confirmed partial response and ten patients with stable disease out of ~~low~~35 ~~single~~response-~~digit~~evaluable ~~royalties~~patients (those completing at least one on-treatment ~~commercial~~scan). ~~sales~~Eight ofpatients ~~any~~had ~~resulting~~reduced ~~products~~target lesion size, including a maximum decrease in one patient of 71%. ~~See~~Preliminary ~~“Licensing~~evidence of myeloid reprogramming was seen in peripheral blood and ~~Collaboration~~in ~~Arrangements—Merck~~tumor ~~Collaboration~~biopsies of patients receiving treatment in the monotherapy cohort consistent with the putative mechanism of NGM707.”

~~Clinical~~Two ~~Development~~Phase 2 expansion cohorts evaluating NGM707 in combination with pembrolizumab in specific tumor types were initiated in the first quarter of ~~NGM120~~2023. We are no longer enrolling in the Phase 2 expansion cohorts.

WeEnrollment ~~are~~in ~~currently~~the ~~conducting a~~ Phase ~~1/2~~1b ~~clinical~~cohort ~~trial~~is projected to ~~assess~~be ~~NGM120’s~~complete ~~effect~~in the second quarter of 2024. We anticipate providing an update in mid-2024 on ~~cancer~~the Phase 1 Part 1b cohort and ~~cancer-related~~planned ~~cachexia~~next steps in ~~patients~~the ~~with~~NGM707 ~~select~~program, ~~advanced~~including ~~solid~~the ~~tumors~~potential of initiating additional cohorts, ~~metastatic~~which ~~pancreatic~~may ~~cancer~~include ~~and~~MSS ~~metastatic~~CRC ~~castration-resistant~~patients. ~~prostate~~Clinical ~~cancer~~development of NGM707 beyond completing the Phase 1 Part 1b cohort, orincluding ~~mCRPC.~~initiating ~~The~~additional ~~trial~~cohorts, ~~includes:~~will require us to obtain the additional capital necessary to conduct such development.

•aNGM707 ~~Phase~~Patent ~~1a cohort evaluating NGM120 as a monotherapy in patients with select advanced solid tumors,~~ Portfolio

•aAs ~~Phase~~of 1bDecember ~~cohort~~31, ~~evaluating~~2023, ~~NGM120~~we inowned ~~combination~~one ~~with~~issued ~~gemcitabine~~U.S. patent covering NGM707, and ~~Nab-paclitaxel~~the product and related compositions of matter and methods of use are disclosed and claimed in ~~patients~~other ~~with~~patent ~~metastatic~~applications ~~pancreatic~~pending ~~cancer~~in the United States and in multiple jurisdictions outside of the United States. We expect that the current patent and any patent that may issue from any of the pending applications will not expire before 2041, excluding any patent term adjustments and any patent term extensions.

~~•an~~NGM707 ~~additional~~Competition ~~Phase 1b cohort testing NGM120 in combination with one or more lines of hormone therapies in patients with mCRPC, and~~

•aWe ~~Phase~~believe 2NGM707 ~~cohort~~is ~~evaluating~~the ~~NGM120~~most advanced candidate currently in ~~combination~~clinical ~~with~~development ~~gemcitabine~~targeting both ILT2 and ~~Nab-paclitaxel~~ILT4. asOther ~~first-line~~clinical ~~treatment~~stage inprograms ~~patients~~targeting ~~with~~both ~~metastatic~~ILT2 ~~pancreatic~~and ~~cancer~~ILT4 ~~(referred~~include toImmunOs asTherapeutics ~~the~~AG, ~~PINNACLES~~or ~~trial).~~ImmunOs', IOS-1002 and Adanate’s ADA-011, both of which are in Phase 1 trials.

We are aware of nine other clinical-stage programs in development that target either ILT4 or ILT2. Seven of them are clinical stage anti-ILT4 programs from Merck, Concentra Biosciences LLC (formerly Jounce Therapeutics, Inc.), or Concentra, Immune-Onc Therapeutics, Inc., or Immune-Onc, Celldex Therapeutics, Inc., OncoResponse, Inc., Elpiscience Biopharmaceuticals USA, Inc. and Bristol-Myers Squibb. Merck's investigational anti-ILT4 therapeutic candidate, MK-4830, is currently in several Phase 2 studies. In ~~August~~late ~~2022~~2023, weConcentra ~~initiated~~completed ~~the~~a Phase 1b1/2 ~~cohort~~study ~~testing~~of ~~NGM120~~its anti-ILT4 monoclonal antibody, JTX-8064. The others are in ~~combination~~Phase ~~with~~1 ~~one~~trials. orWe ~~more~~are ~~lines~~aware of ~~hormone~~two ~~therapies~~clinical-stage anti-ILT2 programs in ~~patients~~development: ~~with~~Biond ~~mCRPC~~Biologics Ltd., or Biond, has an antagonist antibody targeting ILT2, BND-22 (also known as SAR444881), which has been licensed by Sanofi, in a Phase 1/2 trial and Agenus Inc. has an antagonist antibody targeting ILT2, AGEN1571, in a Phase 1 trial.

InWe ~~September~~are ~~2022,~~aware ~~at the European Society for Medical Oncology, or ESMO, Annual Congress, we reported updated preliminary findings for a subgroup~~ of ~~patients with advanced prostate cancer from the Phase 1a cohort evaluating NGM120 as a monotherapy in patients with select advanced solid tumors. The updated preliminary results reported~~ at ~~ESMO~~least ~~demonstrated~~20 ~~that~~preclinical-stage ~~NGM120~~programs ~~was~~targeting ~~well~~ILT2, ~~tolerated~~ILT4 ~~with~~or noboth ~~dose-limiting~~ILT2 ~~toxicities~~ and ~~provided encouraging signals of anti-cancer activity in patients with advanced prostate cancer~~ILT4.

InAldafermin: ~~September~~Engineered ~~2022,~~Analog atof ~~the~~Human ~~American~~Hormone ~~Association~~FGF19 for ~~Cancer Research, or AACR, Special Conference: Pancreatic Cancer, we reported updated preliminary findings from~~ the ~~Phase~~Potential 1bTreatment cohort evaluating NGM120 in combination with gemcitabine and Nab-paclitaxel in patients with metastatic pancreatic cancer. The updated preliminary results reported at AACR demonstrated that NGM120 was well tolerated with no dose-limiting toxicities and provided encouraging signals of ~~anti-cancer activity in patients with metastatic pancreatic cancer.~~PSC

~~NGM120~~Primary ~~Patent~~sclerosing ~~Portfolio~~cholangitis, or PSC, is a rare liver disease that irreparably damages the bile ducts, leading to bile acid dysregulation, which, ultimately, results in serious liver damage. PSC is characterized by inflammation and fibrosis of the bile ducts (hardening or narrowing of the bile duct walls), which obstructs the flow of bile in the liver. In the short term, bile acids accumulate in the liver, leading to cell damage, cirrhosis and recurrent cholangitis. Common symptoms include fatigue, pruritus (severe itching), jaundice, abdominal pain, depression and enlarged liver. In the long term, the bile acid accumulation can lead to loss of liver function, end-stage liver disease and cancer.

AsThere ofare ~~December~~currently ~~31,~~no ~~2022,~~FDA- weor ~~owned~~EU-approved ~~two~~therapies ~~issued~~for ~~patents~~PSC. inUnfortunately, the ~~United~~consequences ~~States,~~of asPSC ~~well~~are assevere ~~six~~when ~~issued~~left ~~foreign~~untreated. ~~patents~~Between ~~covering NGM120 and related compositions~~5-~~of-matter~~20% ~~and methods~~ of ~~use.~~PSC Wepatients ~~also~~develop ~~own~~cholangiocarcinoma, ~~pending~~the ~~patent~~cancer ~~applications~~of ~~covering~~the ~~similar~~bile ~~subject~~duct. ~~matter~~Moreover, one in ~~the~~two ~~United~~PSC ~~States~~patients ~~and~~require ~~multiple~~a ~~jurisdictions~~liver ~~outside~~transplant ofwithin ~~the~~10-15 ~~United~~years ~~States~~from diagnosis. The ~~issued~~only ~~patents~~curative ~~are~~treatment ~~expected~~is toliver ~~expire~~transplant; ~~in 2037~~however, ~~not~~PSC ~~including~~recurs ~~any~~in ~~patent~~up ~~term~~to ~~adjustments~~20% ~~and~~of ~~any~~transplant ~~patent term extensions~~cases.

NGM120 Competition

We are not aware of any publicly disclosed program other than NGM120 that targets GFRAL. There are three Phase 1 programs we are aware of that target GDF15: AVEO Pharmaceuticals, Inc.’s AV-380 is in a Phase 1 trial in healthy volunteers, Pfizer’s monoclonal antibody PF-06946860 is in Phase 1 trials in solid tumors assessing various cachexia-related measures and anti-tumor effects and CatalYm GmbH, or CatalYm, has initiated a Phase 1 clinical trial of visugromab (formerly known as CTL-002) in Europe to explore the treatment of cancer in solid tumors, and initial results from this trial were presented in September 2022. AstraZeneca also has a preclinical program, AZD8853, an antibody targeting GDF15, and CatalYm has an additional discovery program targeting the GDF15 pathway.

The current standard of care for first-line metastatic pancreatic cancer is chemotherapy with gemcitabine and Nab-paclitaxel or a combination chemotherapy regimen referred to as FOLFIRINOX. No new treatments have been FDA-approved for this population since Abraxane® (paclitaxel protein bound), or Nab-paclitaxel, in 2013 and several programs have failed in Phase 3 development in recent years. We are aware of three programs in Phase 3 trials in combination with chemotherapy in first-line metastatic pancreatic cancer: Novartis’ NIS793, a monoclonal antibody targeting transforming growth factor beta, or TGFβ, FibroGen Inc.’s pamrevlumab targeting connective tissue growth factor, and Novocure GmbH’s Tumor Treating Fields device. Over 50 therapies are in Phase 1 and

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~~Phase~~We 2have ~~trials~~spent ~~for~~more ~~pancreatic~~than ~~cancer~~a decade discovering and developing product candidates that target various forms of cardio-metabolic and liver diseases, ~~spanning~~including PSC. Through our research, we have identified multiple ~~mechanisms~~hormonal pathways of ~~action~~interest and our product candidates, including ~~immune~~aldafermin, ~~checkpoint~~stem ~~inhibitors~~from novel insights we have made in the regulation of bile acid synthesis and liver function. Aldafermin is an engineered analog of human hormone fibroblast growth factor 19, ~~cancer~~or ~~vaccines~~FGF19, ~~tyrosine~~that ~~kinase~~is ~~inhibitors~~administered through a once-daily subcutaneous injection. Aldafermin is the first and ~~chemokine~~only ~~receptor~~FGF19 ~~antagonists~~analog in clinical development and is wholly-owned by us.

~~Additional~~We ~~Programs~~have ~~Currently~~generated ~~Without~~a ~~Significant~~broad ~~Resource~~collection ~~Allocation~~of clinical data studying aldafermin in several indications that informed our decision to pursue the potential further clinical development of aldafermin as a treatment for PSC. Indications previously studied with aldafermin include, in addition to PSC, primary biliary cholangitis, or PBC, bile acid malabsorption, or BAM, and non-alcoholic steatohepatitis, or NASH. In December 2023, we received orphan drug designation from the FDA for aldafermin for the treatment of PSC.

~~Due~~Over to800 ~~the~~patients ~~need~~across tomultiple ~~conserve~~indications ~~capital~~have ~~and~~been ~~prioritize~~treated ~~focused~~with ~~execution~~aldafermin, ~~the~~which ~~remainder~~has ofrepeatedly ~~our~~demonstrated ~~pipeline~~powerful ~~includes~~bile ~~programs~~acid ~~whose~~suppression ~~further~~in ~~development~~patients iswith ~~primarily~~PSC ~~dependent~~and onNASH. ~~our~~As ~~ability~~a toresult, ~~secure~~we ~~potential~~believe ~~future~~aldafermin BDmay ~~Arrangements.~~have ~~These~~the ~~programs~~differentiated ~~are~~potential into ~~therapeutic~~directly ~~areas~~address ~~where~~the ~~clinical~~underlying ~~development~~pathology isof ~~relatively~~PSC ~~resource~~and ~~intensive~~be ~~and~~well-tolerated. ~~can~~Unlike ~~have~~NASH ~~long~~patients, ~~timelines~~PSC topatients ~~generate~~had ~~proof-of-concept~~no ~~data.~~statistically Aselevated acholesterol ~~result,~~following wedaily ~~are~~exposure ~~actively~~to ~~seeking,~~aldafermin. We orare ~~intend~~continuing todiscussions ~~seek,~~with BDthe ~~Arrangements~~FDA ~~with~~on ~~third-party~~the ~~partners~~design ~~possessing~~of ~~sufficient~~a ~~resources~~potential ~~and~~registrational ~~relevant~~trial ~~domain~~of ~~expertise~~aldafermin in ~~the~~PSC, ~~relevant~~including ~~therapeutic~~on ~~area~~the inproposed ~~order~~utilization toof ~~further~~a ~~clinical~~primary ~~development~~endpoint composed of ~~these~~surrogate ~~programs.~~biomarkers Inwith the ~~absence~~goal of ~~such~~obtaining BDaccelerated ~~Arrangements~~approval ~~for~~from ~~these~~the ~~programs,~~FDA. weWe ~~are~~plan ~~unlikely~~ to becontinue ~~able~~working with the FDA to ~~advance~~reach ~~their~~agreement ~~development~~on ~~unless~~a ~~our~~trial ~~portfolio~~design, ~~prioritization~~with ~~changes~~the ~~and~~goal weof ~~have~~initiating ~~access~~trial toenrollment by the ~~necessary~~end ~~capital~~of to2024, ~~fund~~contingent ~~such~~upon ~~development.~~reaching ~~These~~agreement ~~programs~~with ~~are~~the ~~set~~FDA ~~forth~~on ~~below:~~a trial design and obtaining the additional capital necessary to conduct the potential registrational trial.

C3Clinical =Development component 3; NASH = non-alcoholic steatohepatitis; FGF19 = fibroblast growth factor 19; FGFR1c = fibroblast growth factor receptor 1c; KLB = beta-klotho; F2/3/4 = stage 2/3/4 liver fibrosis; ILT3 = immunoglobulin-like transcript 3; CD3 = cluster of ~~differentiation 3; AML = acute myeloid leukemia~~Aldafermin

~~Therapeutic~~In ~~Area:~~February ~~Retinal~~2018, ~~Diseases~~we reported data from a randomized, double-blind, placebo-controlled Phase 2 study of aldafermin for the treatment of PSC. While this Phase 2 study did not meet its primary endpoint of a statistically significant reduction in alkaline phosphatase, an exploratory biomarker of PSC disease progression, from baseline to week 12, aldafermin demonstrated statistically significant improvements in biomarkers of hepatic injury and fibrosis, as well as statistically significant reductions in biomarkers of bile acid synthesis and serum bile acids, consistent with past studies of aldafermin in other liver diseases. The Phase 2 study met the secondary endpoints and was generally well tolerated in the study.

~~Geographic~~In ~~Atrophy~~May ~~Disease~~2023, ~~Overview~~we announced positive results from the Phase 2b ALPINE 4 trial of aldafermin in patients with compensated cirrhosis (liver fibrosis stage 4 or F4) due to NASH. ALPINE 4 met its primary endpoint, with aldafermin 3 mg demonstrating a statistically significant reduction in Enhanced Liver Fibrosis, or ELF, score compared to placebo at 48 weeks of treatment. Although ALPINE 4 was not statistically powered for the secondary endpoint of histological fibrosis improvement of ≥1-stage (NASH Clinical Research Network, or CRN, criteria), we observed a dose-dependent trend in fibrosis improvement. In November 2023, we presented positive Phase 2b results from the ALPINE 4 trial of aldafermin in compensated cirrhosis (F4) due to NASH at AASLD The Liver Meeting.

~~Geographic~~Aldafermin ~~atrophy,~~Patent orPortfolio GA, is an advanced form of age-related, dry macular degeneration characterized by progressive retinal degeneration associated with irreversible loss of vision and is a major cause of blindness for elderly patients. GA afflicts over one million patients in the United States and approximately five million patients worldwide. One in six people with GA becomes legally blind within six years of diagnosis. The decline in visual function experienced by patients with GA is typically bilateral and directly related to the progressive loss of retinal photoreceptors, retinal pigment epithelium, or RPE, and choriocapillaris in the macular, or central, region of the retina. GA disease progression, and the patient’s accompanying visual decline, can have significant consequences for the patient, which can include the inability to drive, read and perform activities of daily living, a reduction in quality of life and increased likelihood of accidents or injuries and loss of independence. Dysregulated activation of the complement system, a key component of the immune system, including complement C3, has been implicated in the onset and progression of GA.

~~NGM621:~~As Aof ~~Potential~~December ~~Treatment~~31, ~~for~~2023, ~~Geographic~~we ~~Atrophy~~owned 27 issued patents in the United States, as well as issued patents in more than 40 foreign countries, including various member states of the European Patent Office, or EPO, covering aldafermin, related compositions of matter and methods of use. We also own patent applications covering similar subject matter in the United States and multiple foreign jurisdictions including Europe. We expect the earliest issued patents in the United States to expire in 2032, excluding any patent term adjustments and any patent term extensions.

~~NGM621~~Aldafermin isCompetition a humanized Immunoglobulin 1, or IgG1, monoclonal antibody administered via intravitreal, or IVT, injection. NGM621 was engineered to potently bind to, and be a long-acting inhibitor of, complement C3 with the treatment goal of reducing the rate of disease progression in ~~patients~~PSC ~~with geographic atrophy, or GA, secondary to age-related macular degeneration, or AMD.~~

InThe ~~October~~competitive ~~2022,~~landscape wein ~~announced~~PSC ~~topline~~includes ~~results~~investigational ~~from~~drugs ~~the~~at ~~Phase~~various 2stages ~~CATALINA~~of clinical ~~trial~~development. Most advanced is Dr. Falk Pharma’s NorUDCA, ~~which~~currently ~~evaluated~~in ~~the~~Phase ~~efficacy~~3 ~~and~~trials ~~safety~~in Europe. We are aware of ~~NGM621~~eleven ~~when~~additional ~~given~~programs toin ~~patients~~earlier ~~with~~stage GAtrials, ~~every~~from ~~four~~companies ~~weeks~~including Hepagene Therapeutics, Inc., Cascade Pharmaceuticals, Inc. Orbsen Therapeutics Ltd., Chemomab Therapeutics Ltd., Curome Biosciences Co., Pliant Therapeutics, Inc., or ~~every~~Pliant, ~~eight~~Escient ~~weeks~~Pharmaceuticals, ~~via~~or ~~IVT~~Escient, ~~injections~~Galmed ~~compared~~Pharmaceuticals toLtd., ~~sham~~GENFIT ~~control~~S.A., ~~The~~Mirum ~~trial~~Pharmaceuticals, ~~did~~Inc., ~~not~~or ~~meet~~Mirum, Ipsen S.A. and High Tide Therapeutics, Inc. Pliant has reported data from its ~~primary~~Phase ~~endpoint~~2a clinical trial of a320 ~~statistically~~mg ~~significant~~of ~~reduction~~integrin antagonist bexotegrast in ~~the~~PSC, ~~rate~~showing positive safety and preliminary evidence of ~~change~~a reduction in GAliver ~~lesion~~fibrosis ~~area~~markers ~~growth~~ELF ~~using~~and ~~slope~~PRO-C3 ~~analysis~~relative ~~over~~to 52placebo at 12 weeks. ofEscient ~~treatment~~and ~~with~~Mirum ~~NGM621~~are ~~versus~~developing ~~sham.~~assets ~~NGM621~~focused ~~demonstrated~~on aPSC ~~favorable~~patients ~~safety~~with ~~profile~~moderate-to-severe pruritus, ~~with~~and noboth ~~evidence~~are ofin ~~increased~~Phase ~~choroidal~~2 trials.

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~~neovascularization~~NGM120: inGFRAL ~~NGM621-treated~~Antagonist ~~patients~~for ~~compared~~the toPotential ~~sham.~~Treatment Inof ~~addition,~~Hyperemesis ~~there~~Gravidarum ~~were no serious adverse events deemed by an investigator to be treatment-related.~~

InOur ~~November~~scientists ~~2022,~~have wemade ~~presented~~several ~~additional~~discoveries ~~findings~~related ~~from~~to ~~the~~growth ~~CATALINA~~differentiation ~~trial~~factor at15, ~~The~~or ~~Retina~~GDF15, ~~Society~~including ~~Annual~~identifying ~~Scientific~~its ~~Meeting.~~cognate ~~One~~receptor ofglial ~~the post~~cell-~~hoc~~derived ~~analyses~~neurotrophic ~~presented~~factor atreceptor ~~the Retina Society meeting involved the evaluation of a sub~~alpha-~~population of patients least likely to be impacted by fundus autofluorescence~~like, or ~~FAF,~~GFRAL. ~~grading~~GFRAL ~~methodology~~is ~~limitations:~~expressed ~~those~~ in ~~the middle two quartiles of~~ a ~~quartile~~specific ~~analysis~~region ~~based on baseline lesion area. The patients in this sub-group had baseline GA lesions measuring 4.17 – 9.64 mm2 as compared to study inclusion criteria~~ of ~~baseline~~the GAhindbrain ~~area between ≥2.5 mm2~~ and ~~≤17.5~~remains ~~mm2. In this analysis, NGM621 demonstrated a reduction in~~ the ~~rate~~only ofreceptor ~~change~~for inGDF15 GAidentified ~~lesion area (slope) of 21.9% (Q4W) (n=55) and 16.8% (Q8W) (n=52), compared~~ to ~~sham (n=53)~~date. ~~Using~~We ~~MMRM~~have ~~analysis,~~developed amultiple ~~mixed~~product ~~effects~~candidates ~~model~~targeting ~~for~~the ~~repeated~~GFRAL/GDF15 ~~measures~~pathway, toincluding ~~evaluate the change from baseline in GA area at weeks 24 and 52 for this subgroup~~NGM120, ~~the~~a ~~reduction~~GFRAL inantagonist ~~GA growth (change from baseline vs sham) at 52 weeks was 20~~antibody.6% ~~(Q4W) and 16.6.% (Q8W).~~

~~Merck~~GDF15 ~~had~~is asecreted ~~one-time~~from ~~option~~injured toor ~~license~~stressed ~~NGM621~~tissues and ~~its~~contributes ~~related~~to ~~compounds~~appetite ~~upon~~reduction ~~completion~~and ofbody ~~the~~weight ~~CATALINA trial~~loss. InGDF15 ~~December~~through ~~2022,~~the ~~Merck~~GFRAL-expressing ~~notified~~neurons, usor ~~that~~GFRAL itneurons, ~~would~~which ~~not~~are ~~exercise~~found ~~its~~exclusively ~~option~~in tothe ~~license~~area ~~NGM621~~postrema and ~~its~~nucleus ~~related~~tractus ~~compounds,~~solitarius ~~nor~~of ~~would Merck exercise~~ the ~~related~~brain ~~ophthalmology~~stem. ~~bundle~~The ~~option;~~area ~~accordingly~~postrema, ~~these~~located ~~options~~outside ~~expired~~of ~~unexercised~~blood inbrain ~~January~~barrier, ~~2023~~is ~~and~~a ~~the~~well-known ~~program~~chemoreceptor istrigger ~~now~~zone ~~wholly-owned~~for bynausea usand vomiting. ~~Further~~GDF15 ~~development~~dosing ofhas ~~NGM621~~been isshown ~~primarily~~to ~~dependent~~trigger ontaste ~~our~~aversion ~~ability~~(nausea-related tobehavior) ~~secure~~in ~~potential~~mice ~~future~~and BDvomiting ~~Arrangements~~in ~~and~~tree shrews. Moreover, in ~~the~~a ~~absence~~Phase of1 ~~such~~study BDof ~~Arrangements~~NGM395, one of our GDF15 analog product candidates that we ~~are~~investigated ~~unlikely~~as toan beobesity ~~able~~treatment, tothere ~~advance~~was ~~development~~evidence of ~~NGM621~~dose-dependent ~~unless~~increase ~~our~~in ~~portfolio~~frequency ~~prioritization~~and ~~changes~~severity ~~and~~of wenausea/vomiting ~~have~~in ~~access~~healthy tovolunteers, ~~the~~further ~~necessary~~suggesting ~~capital~~that toGDF15 ~~fund~~plays ~~such~~a ~~development.~~role in emesis.

~~NGM621~~Our ~~Patent~~preclinical ~~Portfolio~~research also suggests the central role of the GDF15/GFRAL pathway in promoting tumor-associated appetite suppression, metabolic regulation and immune modulation. In vivo screening of human genes shows that GDF15 expression leads to an outsized effect on weight loss and, in animal models, elevated serum levels of GDF15 are a regulator of immune function, metabolism and feeding. In addition, elevated serum levels of GDF15 have been shown to be associated with pregnancy, beta thalassemia, prolonged nutritional stress and deficits and other stressors.

AsGenetic ofand ~~December~~serological ~~31,~~studies ~~2022,~~have welinked ~~owned~~GDF15/GFRAL ~~one~~to ~~issued~~hyperemesis ~~United~~gravidarum, ~~States~~or ~~patent~~HG. ~~covering~~GDF15 ~~NGM621,~~levels ~~and~~have ~~the~~been ~~product~~shown ~~and~~to ~~related~~increase ~~compositions-of-matter~~steadily ~~and~~in ~~methods~~the offirst ~~use~~12 ~~are~~weeks ~~disclosed~~of pregnancy and, ~~claimed~~on inaverage, ~~other~~are ~~patent~~higher ~~applications pending~~ in ~~the~~women ~~United~~who ~~States~~experience ~~and~~HG in ~~multiple jurisdictions outside of the United States~~pregnancy. ~~The~~Research ~~current~~has ~~patent~~further ~~and~~shown ~~any patent~~ that ~~may~~women ~~issue~~with ~~from~~GDF15 ~~any~~genetic ofvariants ~~the~~associated ~~pending~~with ~~applications~~lower ~~would~~levels beof ~~expected~~GDF15 toin ~~expire~~a nonon-pregnant ~~earlier~~state ~~than~~are ~~2039,~~predisposed ~~not~~to ~~including any patent term adjustments and any patent term extensions~~HG.

~~Geographic~~HG ~~Atrophy~~is ~~Competition~~a severe condition that affects approximately 100,000 to 150,000 women in the United States each year. Characterized by intractable nausea and vomiting during pregnancy, which results in dehydration, debility, weight loss and malnutrition, HG takes a significant physical and psychosocial toll on patients. Consequently, HG can also lead to higher rates of fetal loss, preeclampsia, preterm birth, low birth weight and malnutrition for the fetus. HG patients may experience symptoms requiring hospitalization throughout the entire pregnancy and HG typically recurs in subsequent pregnancies. HG is the second leading cause of hospitalization in pregnancy (after preterm labor) and is one of the costliest pregnancy complications to treat. There are currently no FDA-approved therapies for this condition.

~~Current~~NGM120 ~~Treatments~~is an antagonist antibody that binds to GFRAL and is designed to block the effects of elevated serum levels of GDF15. We designed NGM120 as a potent, humanized monoclonal antibody inhibitor of GFRAL with the potential for once-monthly or less frequent dosing. Preclinical studies suggest that NGM120 may prevent cisplatin-induced GDF15-mediated weight loss in rodents and reduce cisplatin-induced weight loss and emesis in a cynomolgus monkey model, suggesting that targeting GFRAL has the potential to ameliorate the metabolic and emetic effects caused by overstimulation of GFRAL neurons by excessive GDF15.

~~There~~We isdiscovered ~~currently~~NGM120 ~~only~~while ~~one~~receiving ~~medicine~~funding ~~approved~~from byMerck ~~the~~as ~~FDA~~part ~~and~~of ~~none~~our ~~approved~~research bycollaboration. ~~the~~NGM120 ~~EMA~~is ~~for~~now ~~the~~a ~~treatment~~wholly-owned ofprogram ~~GA.~~and ~~Patients~~we ~~with GA~~ have ~~very limited options other than SYFOVRE™ (pegcetacoplan injection) approved by~~ the ~~FDA~~sole inright, ~~February~~at ~~2023~~our ~~for~~sole ~~the~~discretion, ~~treatment of GA secondary~~ to ~~AMD.~~independently ~~Patients are observed by their ophthalmologist or retina specialist for the purposes of documenting disease worsening~~research, ~~through~~develop ~~imaging~~ and ~~visual~~commercialize ~~acuity testing~~NGM120, ~~and~~at toour ~~monitor~~sole ~~for any conversion to wet age-related macular degeneration~~expense, orsubject ~~wet AMD (which is treatable with anti-VEGFs). Some patients with GA take AREDS formula vitamins which have been shown~~ to ~~reduce~~ the ~~risk~~payment ~~of progression~~ to ~~advanced~~Merck ~~forms~~ of ~~AMD;~~low ~~however,~~single-digit ~~results~~royalties ~~from~~on ~~the~~commercial ~~AREDS~~sales ~~trials have shown that there is no benefit to reducing the rate~~ of ~~existing~~any GAresulting ~~progression~~products. AsSee ~~their~~“Licensing ~~vision declines, patients with GA can receive visual rehabilitation~~ and ~~instruction~~Collaboration onArrangements—Merck ~~adaptive tools, like magnifiers, to help manage their disability as well as possible~~Collaboration.”

Treatments in Development

Given the large market opportunity in GA, there are multiple programs in clinical development for GA. The landscape can be subdivided into either agents targeting the complement pathway or agents targeting other pathways implicated in AMD pathogenesis and different modes of action. Most treatment approaches for GA have focused on reducing the rate of GA lesion area progression, as assessed by retinal imaging. For the complement-targeted approaches, some therapeutics focus on inhibiting key points in the complement pathway with targeted inhibitors, while others are replacing regulatory proteins that modulate the complement cascade activity. Additionally, the product administration approaches vary and include oral pills, subcutaneous injections, IVT injections and surgical approaches like gene therapy. GA is a chronic, progressive disease and, currently, many believe that slowing the progression of disease requires treatment periods of at least 12 months to show a meaningful treatment benefit relative to sham control.

Multiple complement inhibition therapies are under clinical evaluation in patients with GA, and one has received regulatory approval from the FDA. In February 2023, Apellis Pharmaceuticals, Inc., or Apellis, announced that the FDA approved SYFOVRE™ (pegcetacoplan injection) for the treatment of GA secondary to AMD. With reference to other therapies currently in clinical development, Iveric bio, Inc.’s, or Iveric's, avacincaptad pegol, a PEGylated aptamer inhibitor of complement C5, completed a Phase 2/3 clinical trial that demonstrated statistically significant reductions in the rate of GA lesion area growth in the avacincaptad pegol arm versus the sham arm. In

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~~February~~Clinical ~~2023,~~Development ~~Iveric announced that the FDA had accepted its NDA~~ of avacincaptad pegol. Other agents in development targeting the complement pathway include: Ionis Pharmaceuticals, Inc.’s IONIS-FB-LRx, a factor B inhibitor in Phase 2 development; Hemera Biosciences, LLC’s HMR59, a gene therapy in development that produces CD59 to inhibit the complement membrane attack complex formation; Gemini Therapeutics, Inc.’s complement factor H replacement agent in Phase 2 development, GEM103; and Gyroscope Therapeutics Holdings plc’s gene therapy GT-005, replacing complement factor I in patients with genetically defined GA in Phase 2 development; and Alexion Pharmaceuticals, Inc.’s ALXN2040 and Annexon, Inc.'s ANX007, both in Phase 2 development. NGM120

~~There~~We ~~are~~have ~~multiple~~previously ~~product~~studied ~~candidates~~NGM120 infor ~~development~~the ~~that~~treatment ~~target~~of ~~other~~cancer ~~pathways~~and ~~implicated~~cancer-related cachexia. We conducted a Phase 1 study in ~~AMD~~healthy ~~pathogenesis,~~subjects ~~including~~and ~~visual~~are ~~cycle~~completing ~~modulators~~a ~~(for~~Phase ~~example,~~1/2 ~~ALK001~~clinical trial to assess NGM120’s effect on cancer and cancer-related cachexia in ~~Phase~~patients 3with ~~development~~select byadvanced ~~Alkeus~~solid ~~Pharmaceuticals~~tumors, ~~Inc.),~~metastatic anpancreatic ~~NLRP3~~cancer ~~inflammasome~~and metastatic castration-~~targeting~~resistant ~~molecule,~~prostate ~~Xiflam~~cancer. To date, we have not detected a clear signal of response to NGM120 in the Phase 1/2 ~~development~~trial, byand ~~InflammX~~we ~~Therapeutics~~do not plan to develop NGM120 further in oncology. However, given the compelling genetic and ~~others~~biological ~~with~~evidence ~~undeclared~~supporting ~~targets~~the ~~(for~~hypothesis ~~example~~that GDF15 may play a direct role in HG, ~~EG-301~~we ~~moving~~are ~~into~~exploring the potential initiation of a Phase 2 ~~development~~proof-of-concept instudy ~~early~~of ~~2023~~NGM120 for the treatment of HG by ~~Evergreen~~the ~~Therapeutics).~~end ~~Additionally,~~of ~~there~~2024. We are ~~stem~~in ~~cell~~the ~~products~~process ~~being~~of ~~developed~~producing ~~with~~a ~~the~~toxicology ~~potential~~package to ~~replace~~submit ~~RPE~~to ~~cells~~regulatory authorities in ~~late-stage~~Australia GAor ~~and~~the ~~with~~United Kingdom that we hope will support the ~~intent~~potential initiation of ~~preserving~~that ortrial. ~~improving~~In ~~visual~~our ~~function~~clinical ~~(for~~studies ~~example,~~of ~~OpRegen~~NGM120 infor ~~development~~the bytreatment ~~Lineage~~of ~~Cell~~cancer ~~Therapeutics,~~and ~~Inc.; CPCB~~cancer-~~RPE1~~related incachexia, ~~development~~NGM120 bywas ~~Regenerative~~found ~~Patch~~to ~~Technologies~~be ~~LLC;~~generally ~~and~~well ~~ASP7217~~tolerated in ~~development~~the byapproximately ~~Astellas~~140 ~~Pharma~~healthy ~~Inc~~volunteers and cancer patients that were treated.).

~~Therapeutic~~NGM120 ~~Area:~~Patent ~~Liver and Metabolic Diseases~~Portfolio

WeAs ~~have~~of ~~spent~~December ~~more~~31, ~~than~~2023, awe ~~decade~~owned ~~discovering~~two ~~and~~issued ~~developing~~patents ain ~~portfolio~~the ofUnited ~~clinical-stage~~States, ~~drug~~as ~~candidates~~well ~~that~~as ~~target~~nine ~~various~~issued ~~forms~~foreign ofpatents, ~~cardio-metabolic~~covering NGM120 and ~~liver~~related ~~diseases,~~compositions ~~most~~of ~~specifically~~matter ~~nonalcoholic~~and ~~steatohepatitis,~~methods orof ~~NASH~~use. We ~~have~~also ~~identified~~own pending patent applications covering similar subject matter in the United States and multiple ~~hormonal~~jurisdictions ~~pathways~~outside of ~~interest~~the United States. We expect that the current patents and ~~our~~any ~~drug~~patent ~~candidates~~that ~~stem~~may issue from ~~novel~~any ~~insights~~of wethe ~~have~~pending ~~made~~applications inwill ~~the~~not ~~regulation~~expire ofearlier ~~cardio-metabolic~~than ~~processes~~2037, excluding any patent term adjustments and ~~liver~~any ~~function~~patent term extensions.

~~NASH~~NGM120 ~~Disease~~Competition ~~Overview~~

~~NASH~~The ~~and~~current ~~metabolic~~standard ~~diseases~~of ~~are~~care ~~among~~for ~~the~~nausea ~~largest~~and ~~unmet~~vomiting ~~medical~~in ~~needs~~pregnancy ~~globally~~is ~~and~~Diclegis, ~~represent~~ a ~~leading~~combination ~~cause~~ of ~~morbidity~~doxylamine ~~and~~(antihistamine) ~~mortality~~ and apyridoxine ~~significant~~(vitamin ~~burden~~B6), ~~for~~which ~~patients~~was ~~and~~approved ~~healthcare systems. They also represent areas of underinvestment~~ by the ~~pharmaceutical~~FDA ~~industry, driven~~ in ~~part by the biological complexity of the diseases and the substantial costs necessary to develop new therapeutics~~2013. ~~Metabolic~~There ~~syndrome~~are isno ~~exhibited~~other byapproved ~~approximately~~therapies ~~35%~~for ofHG ~~adults~~or insevere ~~the~~nausea ~~United States~~ and ~~comprises~~vomiting ain ~~constellation of co-morbid conditions~~pregnancy, ~~including~~although ~~type~~several 2classes ~~diabetes,~~of ~~obesity,~~therapies ~~high~~are ~~blood~~used ~~pressure, poorly regulated lipids and non~~off-~~alcoholic~~label: ~~fatty~~antiemetics ~~liver~~(e.g., ~~disease~~ondansetron, ~~or NAFLD~~granisetron), aantihistamines ~~precursor to NASH~~(e.g., ~~NAFLD is characterized by abnormal amounts of fat in the liver~~promethazine), agut ~~condition~~motility ~~known~~stimulators ~~as steatosis~~(e. ~~This abnormal fat in the liver contributes to the progression in certain NAFLD patients to NASH by developing a necroinflammatory state in the liver that ultimately drives scarring~~g., ~~also known as fibrosis~~metoclopramide), ~~and~~steroids, ~~for~~antidepressants ~~many~~(e.g., ~~progresses~~mirtazapine) ~~to cirrhosis, liver cancer~~ and ~~liver~~anticonvulsants ~~failure~~(e.g., gabapentin).

~~The~~We ~~estimated~~are ~~global~~aware ~~prevalence~~ of ~~NAFLD~~two ~~and~~publicly ~~NASH~~disclosed ~~has~~programs ~~risen~~targeting ~~rapidly~~GFRAL, infrom ~~parallel~~Cantius ~~with~~Therapeutics, ~~the~~LLC ~~dramatic rise in obesity~~ and ~~diabetes.~~CSPC InPharmaceutical ~~the~~Group ~~United States alone~~Limited, ~~the~~both ~~prevalence~~ of ~~NASH~~which ~~was~~are ~~estimated~~in topreclinical ~~total 19~~development.3 ~~million~~There ~~cases~~are inthree ~~2020~~clinical ~~and~~stage isprograms ~~expected~~we toare ~~reach~~aware 27of ~~million~~that ~~cases~~target inGDF15: ~~the~~Pfizer’s ~~United~~ponsegromab ~~States~~is byin ~~2030,~~Phase ~~with~~2 ~~similar~~trials ~~trends~~in ~~occurring~~cancer ~~globally.~~cachexia ~~Patients~~and ~~with~~heart ~~NASH~~failure, ~~with~~CatalYm F2GmbH's, F3 or F4CatalYm's, ~~fibrosis~~visugromab ~~were~~is ~~believed~~in toPhase ~~encompass~~2 ~~approximately~~trials ~~8.3~~in ~~million~~multiple ~~patients~~solid intumor ~~the~~indications ~~United~~and ~~States~~Aveo inOncology's, ~~2020~~or ~~and~~Aveo's, ~~that~~AV-380 ~~number~~ is ~~expected~~in toa ~~grow~~Phase ~~to 14.~~1 ~~million~~trial byin ~~2030~~cancer cachexia. ~~The~~Kyinno ~~population~~Biotechnology ofand ~~cirrhotic~~Leap ~~patients~~Therapeutics, ~~with~~Inc. ~~NASH~~have inpreclinical ~~the~~programs ~~United~~targeting ~~States is expected to reach 3~~GDF15.5 ~~million in 2030.~~

InAdditional ~~addition~~Programs toCurrently ~~living~~Without ~~with~~Meaningful ~~the~~Resource ~~burden~~Allocation of illness, NASH with advanced fibrosis can be very expensive for patients, their families and society. Advanced liver fibrosis is generally considered fibrosis stages F3 and F4. The annual economic burden associated with NAFLD and NASH in the United States was estimated to be over $100 billion in 2016. If a patient progresses through the earlier stages of fibrosis to F4 fibrosis, or cirrhosis, there is an increased occurrence of negative liver-related outcomes, including a more than 60% risk of cirrhosis-related complications such as ascites, jaundice, hepatic encephalopathy, variceal bleeds, liver cancer or liver transplant. The median survival for a cirrhotic NASH patient is approximately seven years.

~~Our~~Due ~~NASH~~to ~~Product~~the ~~Candidates~~need to conserve capital and prioritize focused execution, the remainder of our pipeline includes programs whose further development is dependent on our ability to secure potential future BD Arrangements and, in the absence of such BD Arrangements, we are unlikely to advance development of these product candidates unless our portfolio prioritization changes and we are able to secure the additional capital necessary to fund such development. As a result, we are seeking BD Arrangements with third-party partners possessing sufficient resources and relevant domain expertise in the relevant therapeutic area in order to further clinical development of these programs. These programs include:

~~Aldafermin~~•NGM438 and NGM831, currently being studied in a Phase 1/2 trial in combination with pembrolizumab and described in more detail below.

~~Aldafermin~~•NGM621, isa anmonoclonal ~~engineered~~antibody ~~analog~~administered ofvia ~~human~~intravitreal, ~~hormone~~or ~~fibroblast~~IVT, ~~growth~~injection, ~~factor~~which ~~19,~~was orengineered ~~FGF19,~~to ~~that~~potently isbind ~~administered~~to, ~~through~~and be a ~~once~~long-~~daily~~acting ~~subcutaneous~~inhibitor ~~injection.~~of, ~~Aldafermin~~complement isC3 ~~wholly-owned~~with bythe ~~us.~~treatment ~~Further~~goal ~~development~~of reducing the rate of ~~aldafermin~~disease isprogression ~~primarily~~in ~~dependent~~patients onwith ~~our~~geographic ~~ability~~atrophy, toor ~~secure~~GA, ~~potential~~secondary ~~future~~to BDage-related ~~Arrangements~~macular ~~and~~degeneration, inor AMD. Our Phase 2 clinical trial which evaluated the ~~absence~~efficacy and safety of ~~such~~NGM621 BDwhen ~~Arrangements,~~given weto ~~are~~patients ~~unlikely~~with toGA beevery ~~able~~four weeks or every eight weeks via IVT injections compared to ~~advance~~sham ~~development~~control ofdid ~~aldafermin~~not ~~unless~~meet ~~our~~its ~~portfolio~~primary ~~prioritization~~endpoint ~~changes~~of ~~and~~a westatistically ~~have~~significant ~~access~~reduction toin the ~~necessary~~rate ~~capital~~of tochange ~~fund~~in ~~such~~GA ~~development~~lesion area growth using slope analysis over 52 weeks of treatment with NGM621 versus sham.

•NGM313, an agonistic antibody that selectively activates fibroblast growth factor receptor 1c-beta-klotho, or FGFR1c/KLB, which regulates insulin sensitivity, blood glucose and liver fat and is administered every four weeks through a subcutaneous injection. In 2018, Merck licensed NGM313 and other FGFR1c/KLB agonists, but terminated its license rights in 2023 and returned the program to us.

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~~Clinical~~NGM438 ~~Development~~is an antagonist antibody that is designed to inhibit leukocyte-associated immunoglobulin-like receptor 1, or LAIR1, and thereby promote anti-tumor immune responses. NGM438 has the potential to potently block the binding of ~~Aldafermin~~all collagens to LAIR1, including tumor-derived collagens. Collagens produced by the tumor stroma, meaning the non-malignant, non-immune components of the tumor, are believed to bind LAIR1 to create an immunosuppressive TME. The interaction of collagens from the tumor stroma with LAIR1 on immune cells represents a "stromal checkpoint" that restrains anti-tumor immune responses. Reinvigoration of these collagen-suppressed immune cells by blocking the binding of collagens to LAIR1 may address a key resistance mechanism that limits tumor responses to current immunotherapies.

ToNGM831 ~~date,~~is ~~aldafermin~~an ~~has~~antagonist ~~been~~antibody ~~dosed~~that inis ~~over~~designed ~~700~~to ~~patients~~block ~~and~~the ~~healthy~~interaction ~~volunteers~~of ~~across~~Immunoglobulin-like ~~multiple~~transcript ~~liver~~3, ~~and~~or ~~metabolic~~ILT3 ~~diseases~~receptor, ~~including~~with ~~more~~fibronectin, ~~than~~as ~~300~~well ~~patients~~as ~~with~~other ~~NASH~~cognate ligands. InILT3 ~~May~~is ~~2021,~~a wefibronectin-binding ~~announced~~inhibitory immune receptor that receives signals from the ~~Phase~~extracellular 2bmatrix ~~ALPINE~~to ~~2/3~~directly ~~trial~~promote myeloid cell suppression. ILT3 is expressed on a variety of ~~aldafermin~~immune incells ~~patients~~including tumor-associated myeloid cells, with ~~NASH~~particularly ~~and~~high ~~liver~~expression ~~fibrosis~~on ~~stage~~tolerogenic 2dendritic cells, or 3DCs, ormyeloid-derived F2suppressor orcells ~~F3,~~and ~~did~~M2 ~~not~~macrophages. ~~meet~~High ~~its~~ILT3 ~~primary~~expression ~~endpoint~~is ~~evaluating~~associated awith ~~dose~~poor ~~response~~survival. atMoreover, ~~week~~fibronectin 24has onbeen ~~liver~~shown ~~fibrosis~~to ~~improvement~~be byupregulated >1in ~~stage~~multiple ~~with~~cancers noand ~~worsening~~associated ofwith ~~NASH~~tumor progression. AsFor atumors ~~result~~in which both ILT3 and fibronectin are upregulated, wethe ~~decided~~ILT3-fibronectin signaling pathway may act as a "stromal checkpoint" to ~~suspend~~repress ~~further~~myeloid ~~development~~cell offunction ~~aldafermin~~and ininhibit ~~patients~~anti-tumor immunity. By inhibiting ILT3's interaction with ~~F2/F3~~fibronectin ~~NASH~~and its other ligands, ~~allowing~~we ~~for~~believe NGM831 has the ~~reallocation~~potential ofto ~~resources~~mobilize a patient's own immune system to ~~advancing~~fight ~~our~~tumors ~~other~~by ~~programs~~shifting myeloid cells from a suppressive state to a stimulatory state and promoting anti-tumor activity.

~~Aldafermin~~In ~~remains~~2022, inwe ~~Phase~~initiated 2ban ~~development for the treatment of patients with compensated cirrhosis due to NASH (liver fibrosis stage 4~~open-label, ~~or F4, by the NASH Clinical Research Network classification). The~~ Phase 2b1/1b ~~ALPINE 4~~ clinical trial, ~~which is fully enrolled, is designed~~ to evaluate ~~the~~NGM438 ~~treatment~~as ~~effect~~a ofmonotherapy ~~aldafermin~~and ~~over~~in 48combination ~~weeks~~with inpembrolizumab afor ~~population~~the treatment of patients with ~~NASH~~advanced ~~with~~or F4metastatic ~~liver~~solid ~~fibrosis~~tumors. ~~and~~Both ~~well-compensated~~the ~~cirrhosis.~~Phase We1 ~~initiated~~Part ~~the~~1a ~~ALPINE~~cohort 4evaluating ~~trial~~NGM438 inas ~~February~~a ~~2020~~monotherapy and ~~completed~~the ~~enrollment~~Phase of1 ~~160~~Part ~~patients~~1b ~~across~~cohort 80evaluating ~~sites~~NGM438 in ~~the~~combination ~~United~~with ~~States,~~pembrolizumab ~~Europe,~~have ~~Hong~~completed ~~Kong~~enrollment. ~~and~~In ~~Australia~~2022, inwe ~~January~~also ~~2022.~~initiated ~~The~~an ~~objective~~open-label ofPhase ~~the~~1/1b clinical trial is to evaluate ~~whether~~NGM831 ~~fibrosis~~as ~~regression~~a ~~can~~monotherapy beand ~~achieved~~ in ~~compensated~~combination ~~cirrhotic patients~~ with ~~NASH,~~pembrolizumab for ~~whom~~the ~~liver~~treatment ~~mortality~~of ~~rates~~patients ~~are~~with ~~high~~advanced ~~and~~or ~~liver~~metastatic ~~transplant~~solid ~~is the only option~~tumors. ~~The~~Both ~~primary endpoint for~~ the ~~trial~~Phase is1 ~~the~~Part ~~Enhanced~~1a ~~Liver~~cohort ~~Fibrosis,~~evaluating orNGM831 ~~ELF,~~as ~~test,~~ a ~~reproducible,~~monotherapy ~~quantitative~~and ~~non-invasive~~the ~~liver~~Phase ~~prognostic~~1 ~~test~~Part ~~that~~1b ~~evaluates~~cohort ~~liver~~evaluating ~~fibrosis~~NGM831 ~~and~~in ~~correlates~~combination towith ~~liver-related~~pembrolizumab ~~outcomes.~~have ~~The~~completed ~~ELF~~enrollment. ~~test~~In is2023, awe ~~composite~~initiated ~~blood~~an ~~test~~open-label ~~measuring~~Phase ~~the~~1 ~~presence~~Part of1c ~~three~~dose ~~biomarkers~~finding ~~associated~~cohort ~~with~~of ~~liver~~that ~~matrix~~trial ~~metabolism.~~evaluating ~~Liver~~the ~~biopsy~~triplet ~~data~~combination ~~will~~of ~~also~~NGM831, beNGM438 ~~measured~~ and ~~reported~~pembrolizumab. asThis acohort ~~secondary~~is ~~endpoint~~anticipated ~~upon completion of the trial. We expect~~ to ~~report~~complete ~~topline~~enrollment ~~data from the ALPINE 4 trial~~ in the ~~second~~first ~~quarter~~half of ~~2023~~2024.

~~Aldafermin~~As ~~has~~of ~~been~~December ~~generally~~31, ~~well~~2023, ~~tolerated~~we indid ~~clinical~~not ~~trials~~own or have a license to ~~date.~~any Inissued ~~patients~~patent ~~with~~that ~~NASH~~covers ~~receiving~~NGM438. ~~various~~However, ~~doses~~NGM438 ofand ~~aldafermin~~related ~~(between~~compositions ~~0.3~~of mgmatter and 6methods ~~mg)~~of inuse ~~our~~are ~~completed~~disclosed ~~Phase~~and 2claimed ~~trials,~~in ~~the~~patent ~~most~~applications ~~common~~pending ~~reported~~in ~~adverse~~the ~~events~~United ~~occurring~~States and in ~~more~~multiple ~~than~~jurisdictions ~~10%~~outside of ~~patients~~the ~~included~~United ~~diarrhea,~~States. ~~headache,~~Any ~~abdominal~~patent ~~distension,~~that ~~nausea,~~may ~~fatigue,~~issue ~~vomiting,~~from ~~constipation,~~these ~~frequent~~applications ~~bowel~~or ~~movements,~~any ~~injection~~related ~~site~~applications ~~bruising,~~that ~~urinary~~we ~~tract~~file ~~infection,~~is ~~nasopharyngitis,~~expected ~~abdominal~~to ~~pain,~~expire ~~injection~~no ~~site~~earlier ~~reaction~~than 2041, ~~vitamin~~excluding Dany ~~deficiency,~~patent ~~injection~~term ~~site~~adjustments ~~symptoms~~and ~~(such~~any aspatent ~~pruritus,~~term ~~erythema~~extensions. orAs ~~swelling)~~of December 31, ~~cough~~2023, ~~fecal~~we ~~color~~owned ~~discoloration,~~one ~~cholesterol~~issued ~~and~~U.S. ~~low-density~~patent ~~lipoprotein~~covering ~~cholesterol increase~~NGM831, ~~with~~and the ~~majority~~product and related compositions of ~~adverse~~matter ~~events~~and ~~classified~~methods asof ~~mild~~use orare ~~moderate.~~disclosed ~~SAEs~~and ~~included~~claimed ~~one~~in ~~case~~other ofpatent ~~acute~~applications ~~pancreatitis,~~pending asin ~~well~~the asUnited ~~pleurisy,~~States ~~vertigo,~~and ~~headache,~~in ~~hypertension,~~multiple ~~cardiac~~jurisdictions ~~arrest,~~outside ~~chest~~of ~~pain,~~the ~~pneumonia,~~United ~~kidney~~States. ~~mass,~~The ~~rectal~~current ~~bleeding~~patent and ~~liver~~any ~~biopsy~~patent ~~complication,~~that ~~none~~may issue from any of ~~which~~the ~~were~~pending ~~considered~~applications ~~related~~are expected to ~~study~~expire ~~drug.~~no earlier than 2040, excluding any patent term adjustments and any patent term extensions.

InWe ~~patients~~are ~~with~~aware ~~NASH~~of ~~and~~only ~~stage~~two 2other oranti-LAIR1 3antibodies ~~liver~~currently ~~fibrosis~~in ~~receiving~~Phase ~~various~~1 ~~doses~~clinical ofdevelopment ~~aldafermin~~by ~~(between~~Immune-Oncs 0and NextCure, Inc.3, mgor ~~and~~NextCure, 3respectively. ~~mg)~~NextCure inalso ~~the~~has ~~completed~~a Phase 2b1 ~~ALPINE~~product ~~2/3~~candidate ~~trial~~in the clinic, ~~results~~a ~~showed~~LAIR2 ~~that~~fusion protein designed to mimic the ~~most~~natural ~~common~~decoy ~~reported~~effects ~~adverse~~of ~~events~~LAIR2, ~~occurring~~which inbinds ~~more~~to ~~than~~collagens ~~10%~~and ofblocks ~~patients~~the ~~included~~activity ~~diarrhea,~~of ~~nausea,~~LAIR1. ~~headache,~~We ~~upper~~are ~~abdominal~~aware ~~pain,~~of ~~injection~~only ~~site~~one ~~erythema,~~other ~~constipation~~antibody ~~and~~being ~~sinusitis~~pursued ~~with~~clinically for the ~~majority~~treatment of ~~adverse~~solid ~~events~~tumors ~~classified~~that asis ~~mild~~intended orto ~~moderate.~~block ~~SAEs~~the ~~included~~interaction ~~osteoarthritis~~of Immunoglobulin-like transcript 3, ~~uterine~~or ~~cancer~~ILT3, ~~suicide~~with ~~attempt~~fibronectin, ~~small~~as ~~bowel~~well ~~obstruction~~as other cognate ligands, ~~cholecystitis~~which is a Phase 1 asset of Immune-Onc. However, ~~cardiac~~there ~~hypertrophy~~are other programs that target ILT3 currently in clinical development by Immune-Onc and ~~obesity,~~Carbiogene ~~none~~Therapeutics ofCo. ~~which~~Ltd., ~~were~~and ~~considered~~five ~~related~~additional topreclinical ~~study~~anti-ILT3 ~~drug~~candidates in development.

~~Aldafermin~~We ~~Patent~~have ~~Portfolio~~additional programs that are in various stages of development ranging from functional validation to preclinical development. Given the breadth of opportunities that have been, and may in the future be, produced by our discovery engine, we are also seeking BD Arrangements with third-party partners to progress, in whole or in part, the development of one or more of our preclinical programs.

As of December 31, 2022, we owned 27 issued patents in the United States, as well as issued patents in more than 40 foreign countries, including various member states of the European Patent Office, or EPO, covering aldafermin, related compositions-of-matter and methods of use. We also own patent applications covering similar subject matter in the United States and multiple foreign jurisdictions including Europe. The earliest issued patents in the United States are expected to expire in 2032, not including any patent term adjustments and any patent term extensions.Manufacturing

MKWe do not own, and have no plans to establish, any manufacturing facilities. We currently use third-~~3655~~party ~~(NGM313):~~contract Andevelopment ~~Insulin~~and ~~Sensitizer~~manufacturing ~~for~~organizations ~~the~~or ~~Treatment~~contract manufacturing organizations, which we refer to collectively as CMOs, to manufacture and supply all of ~~NASH~~the raw materials, drug substances and drug products for our

MK-3655, also known as NGM313, is an agonistic antibody discovered by us that selectively activates fibroblast growth factor receptor 1c-beta-klotho, or FGFR1c/KLB, which regulates insulin sensitivity, blood glucose and liver fat and is administered every four weeks through a subcutaneous injection. We believe that MK-3655 has the potential to be a treatment for those patients with NASH with early to moderate fibrosis with or without type 2 diabetes.

In November 2018, Merck exercised its option for a license to conduct research upon, develop and commercialize MK-3655 and other FGFR1c/KLB agonists. As described below, in January 2023, Merck provided us with the required 90-days' notice of partial termination of our collaboration with Merck as it relates to MK-3655 and its related compounds. As a result, in late April 2023, the license rights granted to Merck in 2018 with respect to MK-3655 will revert to us and the program will become wholly-owned by us. Further development of MK-3655, once the termination is effective, is primarily dependent on our ability to secure potential future BD Arrangements and, in the absence of such BD Arrangements, we are unlikely to be able to advance development of MK-3655 unless our

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~~portfolio~~pipeline ~~prioritization~~programs, ~~changes~~including ~~and~~all wethe ~~have~~materials ~~access~~used toin the ~~necessary~~clinical ~~capital~~trials toof ~~fund~~our ~~such~~product ~~development~~candidates. ~~See~~We ~~“Licensing~~have established relationships with several CMOs, and ~~Collaboration~~the ~~Arrangements—Merck~~activities ~~Collaboration~~of our CMOs are overseen by an experienced group of employees and third-party consultants.”

Clinical Development of MK-3655

At the end of 2020, Merck initiated a Phase 2b clinical trial of MK-3655 for the treatment of patients with NASH with F2 or F3 fibrosis. The trial was a multi-center, double-blind, placebo-controlled trial administering 50 mg, 100 mg and 300 mg doses of MK-3655 every four weeks compared to placebo for 52 weeks. The primary objective of the Phase 2b trial was NASH resolution without worsening of fibrosis at 52 weeks. In January 2023, we announced that Merck notified us of its decision to terminate the Phase 2b trial based on the results of an interim analysis of safety and reduction in liver fat at Week 24. Although it was not the primary endpoint of the trial, the percent reduction from baseline in liver fat for MK-3655, while greater than placebo across multiple dose arms, did not reach Merck’s threshold for continuing the trial through to completion. The trial was not discontinued for safety concerns.

In the Phase 1 and Phase 1b clinical trials we conducted, MK-3655 was generally well tolerated and data has shown the agent is capable of reducing liver fat content and improving metabolic biomarkers in obese, insulin resistant subjects with NAFLD after a single dose. In the Phase 1 trial, there were two SAEs reported in the MK-3655 treatment group, lower gastrointestinal, or GI, hemorrhage due to hemorrhoids and cholecystitis, both of which were deemed by the investigators to be unrelated to treatment with MK-3655. The majority of adverse events were mild to moderate in severity, and treatment-related events with the greatest proportion of subjects were GI disorders, injection site reactions, upper respiratory tract infections, headache and increased appetite. In the Phase 1b trial, all adverse events observed during the course of the study were deemed mild, with increased appetite (12%) and injection site reaction (12%) being the only adverse events reported in at least 10% of MK-3655-treated subjects.

MK-3655 Patent Portfolio

As of December 31, 2022, we owned three issued patents in the United States, which were licensed to Merck in connection with Merck's exercise of its license option for MK-3655, as well as pending patent applications in the United States and granted patents and pending patent applications in multiple jurisdictions outside of the United States covering MK-3655, related compositions-of-matter and methods of use. The earliest issued patents in the United States are expected to expire in 2035, not including any patent term adjustments and any patent term extensions. Once the partial termination of our collaboration with Merck as it relates to MK-3655 and its related compounds becomes effective, the license rights to these patents will revert to us.

NASH Competition

Current Treatments

Currently, there are no therapeutic agents approved by the FDA or the EMA for the treatment of NASH. Weight loss through diet and lifestyle management is currently considered the first-line treatment strategy for NASH and is associated with improvement in liver histology and a reduction in cardiovascular and metabolic complications. However, fewer than 10% of patients are successful in achieving or maintaining at least a 10% total body weight loss that is sufficient to improve fibrosis and, therefore, require other interventions. In cases of morbid obesity, gastric bypass surgery has been successful in resolving NASH in a majority of patients; however, the effect on fibrosis improvement was less substantial and the risk of complications and expense of the surgery limit more widespread use.

In the absence of approved products, some physicians utilize agents approved for other indications, including Vitamin E and pioglitazone; however, the evidence of their effect on NASH is modest and/or they have safety issues that limit acceptance. Given the increasing disease burden and lack of approved treatment options, the development of novel pharmacologic therapies to treat NASH is critical.

Treatments in Development

Certain NASH drug development candidates are focused on the metabolic components of the disease, such as insulin resistance and lipotoxicity, that are associated with the inception and early stages of the disease pathology. Metabolically-oriented mechanism of action classes that have product candidates with histological proof-of-concept data include: Madrigal Therapeutic, Inc.’s, or Madrigal's, resmetirom and Viking Therapeutic Inc.’s VK2809, both thyroid hormone receptor β-selective (THRβ) agonists; Novo Nordisk AS’s glucagon-like peptide (GLP)-1 agonist, semaglutide; the stearyl-CoA desaturase inhibitor aramchol from Galmed Pharmaceuticals Ltd.; Inventiva SA’s pan-peroxisome proliferator-activated receptors (PPAR) agonist, lanifibranor; Akero Therapeutics, Inc.’s efruxifermin and 89 Bio Inc.'s BIO89-100, both analogs of fibroblast growth factor 21 (FGF21); and

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Genentech/Roche’s BFKB8488A, an FGFR1c/KLB bi-specific agonistic antibody. In December 2022, Madrigal announced positive topline results from the pivotal Phase 3 MAESTRO-NASH biopsy clinical trial of resmetirom. MAESTRO-NASH, a registrational Phase 3 trial, achieved both liver histological improvement endpoints that FDA proposed as reasonably likely to predict clinical benefit to support accelerated approval for the treatment of NASH with liver fibrosis.

Product candidates targeting various mechanisms with possible anti-inflammatory and anti-fibrotic effects are also in clinical testing for NASH. These classes of compounds have shown mixed results in meaningfully improving the fibrosis score of patients. Where fibrosis improvements have been shown, results have either been transient or not accompanied by significant improvements in other histological measures of the disease, which may reflect the difficulty in treating the disease without removing the underlying insult of lipotoxicity or the challenge of impinging on the complex process of hepatocellular death and fibrosis from collagen deposition by intervention through a single pathway. Members of the “anti-inflammatory” or “anti-fibrotic” mechanism of action classes with compounds that have histological proof-of-concept data include farnesoid X receptor, or FXR, agonists, such as Intercept Pharmaceuticals, Inc.’s, or Intercept’s, obeticholic acid. A new drug application, or NDA, for obeticholic acid was filed with the FDA by Intercept in September 2019 and received a complete response letter in June 2020. In December 2021, Intercept withdrew its marketing authorization application from the EMA. In December 2022, Intercept resubmitted an NDA with the FDA and in January 2023, Intercept announced that the FDA had accepted its NDA with a Prescription Drug User Fee Act, or PDUFA, target action date of June 22, 2023.

An ongoing consideration in NASH clinical development is pursuing combination treatments in an attempt to combine agents with less than optimal activity on their own to achieve a more clinically meaningful result. Combinations currently being evaluated in proof-of-concept trials include: metabolic/anti-fibrotic combinations such as semaglutide/cilofexor/firsocostat and tropifexor/licogliflozin (FXR agonist/SGLT-2, both from Novartis AG) and anti-inflammatory/anti-fibrotic duos such as cenicriviroc/tropifexor.

Therapeutic Area: Hematologic Oncology

Hematologic Cancer Disease Overview

Hematologic cancer, also referred to as blood cancer, refers to various forms of cancer that lead to uncontrolled growth or dysregulation of blood cells or blood-forming tissues. Examples of hematologic cancer include leukemia, lymphoma and multiple myeloma.

NGM936: ILT3xCD3 Bispecific T Cell Engager

Overview of NGM936

NGM936 is a bispecific T cell engager therapeutic candidate for the treatment of hematologic malignancies that targets ILT3 and cluster of differentiation 3, or CD3. NGM936 is designed to direct T cell mediated killing of ILT3-positive cancer cells while sparing normal hematopoietic stem cells, or HSCs, and minimizing CD3-driven cytokine release. ILT3, a myeloid-cell restricted receptor, has enriched expression in myelomonocytic leukemia, monocytic leukemia and leukemia stem cells but is not expressed on healthy HSCs. The expression profile of ILT3 may make it a potential target for the treatment of monocytic acute myeloid leukemia, or AML, and multiple myeloma.

Preclinical Development of NGM936

NGM936 has been evaluated in preclinical studies, where it has demonstrated in vitro the ability to potently kill ILT3+ AML cells, kill ILT3+ multiple myeloma cells and preserve healthy bone marrow cells. Further development of NGM936 is primarily dependent on our ability to secure potential future BD Arrangements and, in the absence of such BD Arrangements, we are unlikely to be able to advance development of NGM936 unless our portfolio prioritization changes and we have access to the necessary capital to fund such development.

NGM936 Patent Portfolio

As of December 31, 2022, we did not own or have a license to any issued patent that covers NGM936. However, NGM936 and related compositions-of-matter and methods of use are disclosed in pending U.S. provisional patent applications we have filed. Any patent that may issue from these applications or any related applications we file is expected to expire no earlier than 2043, including any patent issued in the United States, if any, not including any patent term adjustments and any patent term extensions.

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NGM936 Competition

We are not aware of any publicly disclosed program other than NGM936 that targets ILT3 and CD3 using a bispecific T cell engager. Immune-Onc has a bispecific antibody, IO-312, in preclinical development which targets ILT3 and is being pursued for cancer. The identity of the target of the second arm of IO-312 has not been disclosed.

Manufacturing

We do not own, and have no plans to establish, any manufacturing facilities. We currently use third-party contract development and manufacturing organizations or contract manufacturing organizations, which we refer to collectively as CMOs, to manufacture and supply all of the raw materials, drug substances and drug products for our R&D programs, including all the clinical trial materials used in the clinical trials of our clinical-stage product candidates. We have established relationships with several CMOs, including Lonza Ltd and Biotechpharma UAB. The activities of our CMOs are overseen by an experienced group of employees and third-party consultants.

We plan to continue to rely on CMOs to manufacture commercial quantities of any products for which we successfully obtain regulatory approval, as well as to provide packaging, storage and distribution of any approved products. We have not entered into long-term clinical or commercial supply agreements with any of our CMOs. In addition, each of our product candidates relies on a single contract manufacturer for supplies of its drug substance and drug product.

Competition

The biopharmaceutical industry is characterized by intense competition and rapid innovation. Although we believe that we hold a strong position in research in certain areas of cancer, ~~retinal diseases~~ and liver and metabolic diseases, our competitors may be able to develop other compounds or drugs that are able to achieve similar or better results. Our competitors include multinational pharmaceutical companies, specialized biotechnology companies, universities and other research institutions. Smaller or earlier-stage companies also may prove to be significant competitors, particularly through collaboration or partnering arrangements with large, established companies. We believe the key competitive factors that will affect the development and commercial success of our product candidates are their efficacy, safety and tolerability profile, and reliability.

There are many pharmaceutical companies, biotechnology companies, public and private universities and research organizations actively engaged in the research and development, or R&D, of products that may be competitive towith our ~~products~~product candidates. A number of pharmaceutical companies, including AbbVie, ~~Allergan~~Amgen, AstraZeneca, Bayer, Boehringer Ingelheim, Bristol-Myers Squibb, Eisai, Eli Lilly, Gilead, GlaxoSmithKline, Ipsen, Johnson & Johnson, Merck, Novartis, Novo Nordisk, Organon, Pfizer, Roche, Sanofi and Takeda, as well as large and small biotechnology companies such as 89Bio, ~~Akero~~Agenus, ~~Albireo~~Akero, Alentis, ~~Amgen~~AVEO (a LG Chem company), ~~Apellis~~Biond, ~~Ascletis~~BriSTAR, ~~Axcella~~Cantius, ~~AVEO~~Carbiogene, ~~Biond~~Cascade Pharmaceuticals, ~~Bird~~CatalYm, ~~Rock~~Celldex, ~~Can-Fite~~ChemomAb, ~~CatalYm~~Concentra, ~~GmbH~~CSPC, ~~Cirius~~Curome Biosciences, ~~Enanta~~CymaBay Therapeutics, ~~Galectin~~Dr. Falk Pharma, Elpiscience, Escient, Galmed, Genfit, ~~Gilead~~Hepagene, ~~Glympse~~High Tide Therapeutics, Immune-Onc, ~~ImmunOS,~~ImmunOs ~~Immuron~~Therapeutics, ~~Intercept,~~ Inventiva, ~~Iveric,~~Kyinno ~~Jounce~~Biotechnology, ~~Madrigal,~~Leap ~~MannKind~~Therapeutics, ~~MediciNova~~Madrigal, Mirum, ~~Nalpropion~~NextCure, ~~NextCure~~OncoResponse, ~~North~~Orbsen ~~Sea~~Therapeutics, ~~Promethera~~Pliant, Salix, Scholar Rock, ~~Seal~~and ~~Rock, Terns, Tiziana,~~ Tizona, ~~Viking and Vivus,~~ are pursuing the development or marketing of pharmaceuticals that target the same diseases that we are targeting. It is probable that the number of companies seeking to develop products and therapies for the treatment of cancer, ~~retinal diseases~~ and liver and metabolic diseases will increase.

For example, in February 2023, Apellis announced that the FDA approved SYFOVRE™ (pegcetacoplan injection) for the treatment of GA secondary to AMD. And in February 2023, Iveric announced that the FDA accepted Iveric's NDA of avacincaptad pegol for the treatment of GA. Many of these and other existing or potential competitors have substantially greater financial, technical, human and other resources than we have and may be better equipped to develop, manufacture and market technologically superior products. In addition, many of these competitors have significantly greater experience than we have in undertaking preclinical studies and human clinical trials of new pharmaceutical products and in obtaining regulatory approvals of human therapeutic products. Accordingly, our competitors may succeed in obtaining FDA approval for superior products or for other products that would compete with our product candidates. In addition, other technologies or products may be developed that have an entirely different approach or means of accomplishing the intended purposes of our products, which might render our technology and products noncompetitive or obsolete.

For more information regarding the competition that our ~~disclosed~~key product candidates face, or may face, see the discussion of specific competition for each product candidate ~~see~~in “—Our Pipeline ~~Programs~~.”

Intellectual Property

Our intellectual property is critical to our business and our success depends, in part, on our ability to obtain and maintain intellectual property protection for our product candidates, technology and know-how, to defend and enforce our intellectual property rights, in particular, our patent rights, to preserve the confidentiality of our trade secrets and to operate without infringing the proprietary rights of others.

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enforce our intellectual property rights, in particular, our patent rights, to preserve the confidentiality of our trade secrets and to operate without infringing the proprietary rights of others.

We seek to protect the proprietary technology that we believe is important to our business through a variety of methods, including seeking and maintaining patents and patent applications intended to cover our product candidates, their compositions-of-matter, their methods of use and the processes for their manufacture and any other aspects of inventions that are commercially important to the success of our business. We seek to obtain domestic and international patent protection and, in addition to filing and prosecuting patent applications in the United States, we may file counterpart patent applications in additional countries where we believe such foreign filing is likely to be beneficial.

As of December 31, 2022, our patent portfolio includes over 600 patents and applications, including over 50 issued U.S. patents and over 30 pending U.S. patent applications covering our product candidates, certain aspects of our proprietary technology, and related inventions and improvements. Our patent portfolio also includes over 500 patents and patent applications in jurisdictions outside of the United States that, in many cases, are counterparts to our U.S. patents and patent applications. For more information regarding the patents and patent applications relating to eight of our disclosed product candidates, see the discussion of intellectual property protection for each product candidate in “—Our Pipeline Programs.” The patent landscape surrounding our product candidates is crowded, and we do not know if our pending patent applications will be issued with the claims we are seeking or if our issued patents will withstand challenges from third parties. 16

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As of December 31, 2023, our patent portfolio includes over 600 patents and applications, including over 60 issued U.S. patents and over 20 pending U.S. patent applications covering our product candidates, certain aspects of our proprietary technology, and related inventions and improvements. Our patent portfolio also includes over 500 patents and patent applications in jurisdictions outside of the United States that, in many cases, are counterparts to our U.S. patents and patent applications. For more information regarding the patents and patent applications relating to certain of our pipeline programs, see the discussion of intellectual property protection for each such product candidate in “—Our Pipeline.” The patent landscape surrounding our product candidates is crowded, and we do not know if our pending patent applications will be issued with the claims we are seeking or if our issued patents will withstand challenges from third parties.

Not all patent applications result in the issuance of patents. Patent applications in the United States and certain other jurisdictions are maintained in secrecy for 18 months or potentially longer, so public disclosure of discoveries via the publication of patent applications or in the scientific literature is often delayed. As a result, we cannot be certain of the priority of inventions covered by our patent applications and may be subject to claims of priority from third parties or the United States Patent and Trademark Office, or USPTO, against which we will need to defend ourselves.

In addition, the scope of claims that may be allowed in any granted patent may be significantly reduced from the coverage claimed in the initial patent application. Further, the scope of the claims in an issued patent may be reinterpreted and, in some cases, narrowed or even cancelled after issuance by courts upon review. In addition, many jurisdictions allow third parties to challenge issued patents in administrative proceedings that may result in further narrowing or cancellation of patent claims. As a result, even issued patents may not provide sufficient protection from competitors.

When patents are issued, the term of each individual patent will depend on the legal term for patents in the countries in which it is granted. In most countries, including the United States, the patent term is 20 years from the earliest claimed filing date of a non-provisional patent application in the applicable country. The actual term of any patent that may issue from the above-described patent applications claiming one of our product candidates could be longer than described above due to patent term adjustment or patent term extension, if available, or shorter if we are required to file terminal disclaimers.

Any changes we make to the composition, formulation, method of delivery or other attributes of our current and future product candidates to cause them to have what we view as more advantageous properties may not be covered by our existing patents and patent applications, and we may be required to file new applications and/or seek other forms of protection.

Even if patents are issued, if a third party engages in activities covered by valid claims of our patents, we may be required to engage in enforcement actions in the courts to enforce our patents. Not all enforcement proceedings are successful. We also must take care not to infringe the valid patents of third parties. Third-party patent rights that purport to cover our product candidates or their discovery, use or manufacture may require us to challenge their validity in court or administrative proceedings and prevail in such challenges, to alter our development or commercial strategy or our product candidates or their uses and manufacture, to obtain licenses to such patents and/or to stop certain activities altogether. We hold various licenses with third parties to their intellectual property, including those with Horizon Discovery Ltd. and, as described below, Lonza Sales AG, or Lonza, for the use of their cell lines. The patent positions of biotechnology companies like ours are generally uncertain and involve complex legal, scientific and factual questions. We may not obtain or maintain adequate patent protection for any of our programs and product candidates.

In addition to patent protection, we also rely on trademark registration, trade secrets, know-how, other proprietary information and continuing scientific innovation to develop and maintain our competitive position. We seek to maintain the confidentiality of proprietary information to protect aspects of our business that are not amenable to, or that we do not consider appropriate for, patent protection. As a part of these efforts, it is our policy to require our employees, consultants, outside scientific collaborators, sponsored researchers and other advisors to execute confidentiality agreements upon the commencement of their respective relationships with us. These agreements provide that all confidential information concerning our business or financial affairs developed or made known to the individual during the course of the individual’s relationship with us is to be kept confidential and not disclosed to third parties except in specific circumstances. Our agreements with employees also provide that all inventions conceived by the employee in the course of employment with us or from the employee’s use of our confidential information are our exclusive property, even after they are no longer our employees. Although we take these and other steps to safeguard our proprietary information and trade secrets, these agreements may be breached or third parties may independently develop substantially equivalent proprietary information and techniques

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to require our employees, consultants, outside scientific collaborators, sponsored researchers and other advisors to execute confidentiality agreements upon the commencement of their respective relationships with us. These agreements provide that all confidential information concerning our business or financial affairs developed or made known to the individual during the course of the individual’s relationship with us is to be kept confidential and not disclosed to third parties except in specific circumstances. Our agreements with employees also provide that all inventions conceived by the employee in the course of employment with us or from the employee’s use of our confidential information are our exclusive property. Although we take these and other steps to safeguard our proprietary information and trade secrets, these agreements may be breached or third parties may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets or disclose our technology. Thus, we may not be able to meaningfully protect our proprietary information that is not otherwise protected by patent.

See “Risk Factors—Risks Related to Our Intellectual Property” for information regarding the risks related to our intellectual property.

Licensing and Collaboration Arrangements

Merck Collaboration

In 2015, we entered into a research collaboration, product development and license agreement with Merck, which, together with amendments made prior to June 30, 2021, is referred to as the Original Collaboration Agreement,. ~~covering~~The original research phase of the ~~discovery,~~collaboration ~~development~~was for five years and ~~commercialization~~was ofextended ~~novel~~by ~~therapies~~Merck ~~across~~for aan ~~range~~additional oftwo ~~therapeutic~~years ~~areas,~~through ~~including~~March a2022. ~~broad~~On June 30, ~~multi-year~~2021, ~~drug~~we ~~discovery~~entered into an amended and ~~early~~restated research collaboration, product development ~~program~~and ~~financially~~license ~~supported~~agreement bywith Merck, ~~but~~or ~~scientifically~~the ~~directed~~Amended byCollaboration usAgreement, ~~with~~replacing ~~input~~the ~~from~~Original ~~Merck.~~Collaboration ~~The~~Agreement ~~original~~and extending the research phase of the collaboration, ~~was~~but with a narrower scope than in the Original Collaboration Agreement. Under the Amended Collaboration Agreement, the research program term for ~~five~~certain ~~years~~cardiovascular ~~and~~or ~~was~~metabolic-, ~~extended~~or byCVM-, related programs will continue through March 31, 2024, unless the parties mutually agree to extend the research program term through March 31, 2026, in which case Merck ~~for~~would anprovide up to a total of $20.0 million in R&D funding during the additional two years ~~through~~of ~~March~~the ~~2022~~CVM research program term. We do not expect the research program term to be extended.

OnIn ~~June 30~~2023, ~~2021,~~the weR&D ~~entered~~funding ~~into~~we anreceived ~~amended~~from ~~and restated research collaboration, product development and license agreement with~~ Merck, orunder the Amended Collaboration Agreement, ~~replacing~~was ~~the~~significantly ~~Original~~less ~~Collaboration~~compared ~~Agreement~~to ~~and~~funding ~~extending~~received ~~the research phase of the collaboration, but with a narrower scope than~~ in ~~the~~prior ~~Original Collaboration Agreement~~years. ~~Under~~For the ~~Amended~~first ~~Collaboration~~half ~~Agreement,~~of ~~the collaboration was focused primarily on the identification~~2024, ~~research~~we ~~and~~will ~~development~~receive ofminimal ~~collaboration~~funding ~~compounds~~from ~~directed to targets of interest to~~ Merck ~~in the fields of ophthalmology~~ and ~~cardiovascular~~we ordo ~~metabolic,~~not orexpect ~~CVM,~~any ~~disease,~~funding ~~including~~at ~~heart~~all ~~failure.~~from ~~The~~Merck collaboration scope also included certain laboratory testing and other activities on compounds that are directed to one of up to two undisclosed targets outside of the fields of ophthalmology and CVM disease, or the Lab Programsthereafter. ~~Currently,~~Although ~~the~~new ~~only ongoing research activities funded under the Amended Collaboration Agreement are certain~~ CVM-related ~~activities~~programs ~~and~~may ~~remaining~~be ~~activities~~added ~~under~~to the ~~Lab Programs, or the Remaining Research Programs. The ophthalmology compounds in the~~ collaboration ~~under~~if ~~the~~recommended ~~Amended~~by Collaboration Agreement initially included NGM621 (and its related compounds) and compounds directed against two other undisclosed ophthalmology targets (and their related compounds). Merck had a one-time option to license NGM621 and its related compounds upon completion of the Phase 2 CATALINA trial. In December 2022, Merck notified us ~~that it would not exercise its option to license NGM621~~ and ~~its~~selected ~~related compounds, nor would Merck exercise the related ophthalmology bundle option; accordingly, these options expired unexercised in January 2023 and the programs are now wholly-owned~~ by ~~us. Further,~~ Merck ~~did not elect for us to continue to conduct R&D on any compounds from our other ophthalmology programs that were subject to the collaboration~~, which are preclinical and directed to undisclosed targets. Such an election would have resulted in an extended or tail period in which Merck would continue to fund our R&D of such ophthalmology compounds. Because Merck did not exercise its ophthalmology license options or make such a tail period election, we do not ~~have~~expect any ~~funding~~new ~~from~~CVM-related ~~Merck~~programs to ~~pursue~~be ~~such ophthalmology programs~~added.

~~For~~During the three-month period ~~that~~before ~~started~~the onend ~~January~~of 1,the ~~2023~~research ~~and~~program ~~ends~~term onfor ~~March~~the ~~31,~~CVM-related ~~2024~~programs, weMerck ~~expect~~has the right to ~~receive~~review ~~funding~~the ofproduct ~~approximately~~candidates ~~$13.0~~from ~~million~~each inapplicable ~~the~~program ~~aggregate~~and ~~from~~to ~~Merck~~elect ~~for~~to ~~ongoing~~have R&D activities continue under the ~~Remaining~~collaboration ~~Research Programs and~~ for ~~certain~~an ~~costs~~additional ~~and~~period, ~~reimbursements~~referred ~~related~~ to ~~the~~as ~~NGM621~~a ~~program~~Tail Period. ~~Funding~~If ~~from~~ Merck ~~after~~makes ~~December~~such 31an election, ~~2023~~which iswe ~~expected~~do tonot beexpect ~~minimal.~~it ~~The~~to ~~research~~do, ~~phase~~then ~~for~~ the ~~CVM-related~~applicable ~~programs~~Tail ~~under~~Period ~~the~~would ~~Amended~~begin ~~Collaboration~~at ~~Agreement~~the ~~will~~end ~~continue~~of ~~through~~the ~~March~~research ~~31,~~program ~~2024,~~term ~~unless~~for the ~~parties~~applicable ~~mutually~~program ~~agree~~and towould ~~extend~~end on the ~~research~~earlier ~~phase~~of ~~through~~achievement ~~March~~of ~~31,~~the ~~2026,~~license inoption ~~which~~exercise ~~case~~point ~~Merck~~(as ~~would~~specified ~~provide~~in upthe toAmended aCollaboration ~~total~~Agreement offor ~~$20.0~~each ~~million~~such incandidate) ~~R&D~~or ~~funding~~three ~~during the additional two~~ years, ofexcept ~~the~~that ~~CVM~~in ~~program~~certain ~~research~~circumstances ~~phase.~~a ~~New~~Tail ~~CVM-related~~Period ~~programs~~ may becontinue ~~added~~beyond tothree ~~the~~years ~~collaboration~~ if ~~recommended~~the bylicense usoption ~~and~~exercise ~~selected~~point byhas ~~Merck,~~not ~~although~~been weachieved doby ~~not~~such ~~expect~~time. ~~any~~All ~~new~~R&D work on CVM-related programs toduring ~~be added. The research phase for~~ the ~~Lab~~applicable ~~Programs~~Tail ~~was~~Period, ~~scheduled~~if ~~to end no later than December 31~~any, ~~2022,~~would ~~although~~be ~~certain~~conducted ~~limited~~by ~~activities~~Merck ~~continue~~or ~~and~~its ~~will~~third-party becontractors ~~wrapped~~at upMerck’s ~~in 2023~~expense.

InUnder ~~January~~the ~~2023~~Amended Collaboration Agreement, weMerck ~~announced~~retains license options to obtain an exclusive, worldwide license, on specified terms, to each collaboration compound (and its related compounds) that ~~Merck~~remains ~~notified~~within usthe scope of ~~its~~the ~~decision~~continuing collaboration for the CVM-related programs. Merck generally has a one-time right to ~~terminate~~exercise its license option for any product candidate when we or Merck achieve the ~~Phase~~specified 2blicense ~~trial~~option exercise point. Upon Merck’s exercise of MKa license option for any CVM-~~3655~~related inprogram, ~~patients~~which ~~with~~we ~~NASH~~do ~~and~~not ~~liver~~expect ~~fibrosis~~it ~~stage~~to 2do, orMerck 3would pay us an option exercise fee of $6.0 million and we would be eligible to receive a milestone payment of $10.0 million if Merck subsequently ~~provided~~completes usa ~~with~~proof-of-concept ~~the~~trial ~~required~~for a product candidate from such program.

20If Merck exercises its license option to a product candidate and its related compounds, referred to as a Licensed Program, we would have the option to receive milestones and royalty payments or, in certain cases, prior to Merck initiating any Phase 3 clinical trial of such licensed compound, to co-fund development and participate in a global cost and profit share arrangement of up to 50%, with an additional option to co-detail any such licensed compound in the United States. If we do not elect to exercise our cost and profit share option for a particular licensed compound, we would be eligible to receive an aggregate of up to $469.0 million in milestone payments upon the achievement of specific clinical development and regulatory events, commercial milestone payments of up to $125.0 million and royalties from low-double digit to mid-teen percentages of worldwide net sales of such licensed compound.

Merck would be responsible, at its own cost, for all development and commercialization of product candidates from each Licensed Program, subject to our options to cost and profit share worldwide, and to co-detail those compounds in the United States as described above. If Merck does not exercise its license option with respect to a particular candidate and its related compounds within the applicable time period, in most instances we retain all rights to research, develop and commercialize that candidate and those compounds on a worldwide basis,

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~~90-days'~~either ~~notice~~alone ofor ~~partial~~in ~~termination~~partnership ofwith ~~the~~a ~~Amended~~third ~~Collaboration~~party, ~~Agreement~~subject ~~as it relates~~ to ~~MK-3655 and its related compounds. As a result, in late April 2023,~~ the ~~license~~payment ~~rights granted~~ to Merck inof ~~2018~~low ~~with respect to MK~~single-~~3655~~digit ~~will~~royalties ~~revert to us and the program will become wholly-owned by us. Further development of MK-3655, once the termination is effective, is primarily dependent~~ on ~~our~~commercial ~~ability~~sales ~~to secure potential future BD Arrangements and, in the absence~~ of ~~such~~any BDresulting ~~Arrangements, we are unlikely to be able to advance development of MK-3655 unless our portfolio prioritization changes and we have access to the necessary capital to fund such development~~products.

~~During~~Under the ~~three-month~~Amended ~~period~~Collaboration ~~before~~Agreement, ~~the~~we ~~end~~also ofgranted ~~the~~Merck ~~research~~a ~~phase for the CVM-related programs~~worldwide, ~~Merck~~exclusive ~~has the~~ right to ~~review~~conduct ~~the~~R&D ~~product~~on, ~~candidates from each applicable program~~ and to ~~elect~~manufacture, touse ~~have~~and ~~R&D~~commercialize, ~~activities~~small ~~continue~~molecule ~~under~~compounds ~~the~~identified ~~collaboration~~or ~~for~~developed anby ~~additional~~Merck ~~period,~~that ~~referred~~have tospecified asactivity aagainst ~~Tail~~any ~~Period.~~target Ifthat ~~Merck~~we ~~makes~~are ~~such~~researching anor ~~election,~~developing ~~then~~under the ~~applicable~~research ~~Tail~~program ~~Period~~term ~~will~~of ~~begin at~~ the ~~end~~collaboration. ofMerck’s ~~the~~ research ~~phase~~license for ~~the~~its ~~applicable~~own ~~program~~small ~~and~~molecule program will ~~end~~become onnon-exclusive ~~the~~if ~~earlier~~Merck ofdoes ~~achievement~~not ~~of the License Option~~ exercise ~~point~~its oroption ~~three~~to ~~years,~~a ~~except~~product ~~that~~candidate inagainst ~~certain circumstances~~ a ~~Tail~~target ~~Period~~at ~~may~~its ~~continue~~option ~~beyond~~exercise ~~three~~point, ~~years~~but ifMerck ~~the~~will ~~License~~retain ~~Option~~an ~~exercise~~exclusive ~~point~~license ~~has~~to ~~not~~any ~~been~~small ~~achieved~~molecule bycompounds ~~such~~that ~~time.~~it ~~All~~has ~~R&D~~already ~~work~~identified onand ~~CVM-related~~developed. ~~programs~~Merck ~~during~~has ~~the~~sole ~~applicable~~responsibility ~~Tail~~for ~~Period,~~R&D ifof any, ~~will~~of bethese ~~conducted~~small bymolecule ~~Merck~~compounds, orat its ~~third-party~~own ~~contractors at Merck’s expense~~cost. ~~Each~~We ~~Lab~~are ~~Program~~eligible ~~will~~to ~~enter~~receive amilestone ~~Tail~~and ~~Period~~royalty ifpayments ~~Merck~~on ~~elects~~small tomolecule ~~continue~~compounds ~~work~~that onare itdeveloped ~~after~~by weMerck ~~complete~~under ~~specified~~such ~~laboratory~~a ~~and~~license ~~other~~from ~~activities~~us.

~~Under~~In ~~the~~addition ~~Amended~~to ~~Collaboration~~the ~~Agreement,~~options ~~Merck~~and ~~retains~~exclusive ~~License~~licenses ~~Options~~that towe ~~obtain~~granted anor ~~exclusive,~~are ~~worldwide~~obligated ~~license,~~to ongrant ~~specified~~to ~~terms~~Merck, towe ~~each~~have ~~collaboration~~the ~~compound~~following ~~(and~~exclusivity ~~its~~obligations ~~related~~to ~~compounds)~~Merck ~~that~~under ~~remains~~the ~~within~~Amended ~~the~~Collaboration ~~scope~~Agreement. ofDuring the ~~continuing~~applicable ~~collaboration~~research ~~under~~program ~~the~~term ~~Remaining~~and ~~Research~~Tail ~~Programs.~~Period, ~~Merck~~if ~~generally~~any, ~~has~~for athe ~~one~~CVM-~~time~~related ~~right~~programs, towe ~~exercise~~may ~~its~~not ~~License~~directly ~~Option~~or ~~for~~indirectly ~~any~~research, ~~product~~develop, ~~candidate~~manufacture ~~when~~or wecommercialize, oroutside ~~Merck~~of ~~achieve~~our ~~the~~collaboration ~~specified~~with ~~License~~Merck, ~~Option~~any ~~exercise~~product ~~point.~~with ~~The~~specified ~~License~~activity ~~Option~~against ~~exercise~~any ~~point~~target ~~for~~that ais ~~collaboration~~being ~~compound~~researched ~~from~~or developed under the ~~CVM-related~~applicable programs orand, ~~the~~if ~~Lab~~Merck ~~Programs~~exercises ~~will~~its belicense ~~the~~option ~~designation~~for bya ~~Merck~~program, ofwe ~~such~~may ~~collaboration~~not ~~compound~~directly asor aindirectly research, ~~program~~develop, ~~development~~manufacture ~~candidate~~or ~~that~~commercialize ~~Merck~~any ~~intends~~product towith ~~progress~~specified ~~into~~activity ~~preclinical~~against ~~development.~~the ~~Upon~~target ~~Merck’s~~that ~~exercise~~is the subject of athat ~~License~~Licensed ~~Option~~Program for ~~any~~so ~~CVM-related~~long ~~program~~as orMerck’s ~~Lab~~license ~~Program,~~to ~~Merck~~it ~~will~~remains ~~pay~~in useffect. anIn ~~option~~addition, ~~exercise~~we ~~fee~~are ofprohibited ~~$6.0~~from ~~million~~directly ~~and~~or weindirectly ~~will~~researching, bedeveloping ~~eligible~~or tocommercializing ~~receive~~any aproduct ~~milestone~~for ~~payment~~the treatment of ~~$10.0~~heart ~~million~~failure ifwith ~~Merck~~preserved ~~subsequently~~ejection ~~completes~~fraction aduring ~~proof-of-concept~~the ~~trial~~research ~~for~~program aterm ~~product~~for ~~candidate~~the ~~from~~CVM-related ~~such program~~programs.

IfPursuant ~~Merck~~to ~~exercises~~the ~~its~~Amended ~~License~~Collaboration ~~Option~~Agreement, towe ahave ~~product~~the ~~candidate~~right, ~~and~~in ~~its~~our ~~related~~sole ~~compounds~~discretion, ~~referred~~ to asindependently ~~a Licensed Program~~research, wedevelop ~~will~~and ~~have~~commercialize the ~~option~~collaboration tocompounds ~~receive~~known ~~milestones~~as ~~and~~NGM707, ~~royalty~~NGM120, ~~payments~~NGM438 orand NGM831, intheir ~~certain~~related ~~cases,~~compounds ~~prior~~and toall ~~Merck~~other ~~initiating~~preclinical ~~any~~and ~~Phase~~research 3assets ~~clinical~~that ~~trial~~we ofresearched ~~such~~or ~~licensed~~developed ~~compound,~~under toour ~~co-fund~~original ~~development~~collaboration ~~and~~agreement ~~participate~~with inMerck abut ~~global~~that ~~cost~~were ~~and~~not ~~profit~~included ~~share~~within ~~arrangement~~the R&D scope of upthe toAmended ~~50%~~Collaboration Agreement, ~~with~~which anare ~~additional~~referred ~~option~~ to ~~co-detail~~as ~~any~~the ~~such~~released ~~licensed~~NGM ~~compound~~compounds. inMerck retained the ~~United~~right ~~States. If~~to wereceive doroyalties ~~not~~at ~~elect~~low tosingle-digit ~~exercise~~rates ~~our~~on ~~cost~~the ~~and~~sales ~~profit~~of ~~share~~any ~~option~~released ~~for~~NGM acompounds ~~particular~~that ~~licensed~~receive ~~compound~~regulatory approval and, if we ~~are~~decide ~~eligible~~during a certain time period to ~~receive~~engage anin ~~aggregate~~a offormal uppartnering toprocess ~~$469.0~~for ~~million~~a inreleased ~~milestone~~NGM ~~payments~~compound ~~upon~~or ~~the~~negotiations ~~achievement~~regarding ofa ~~specific~~license ~~clinical~~or ~~development~~asset ~~and~~sale ~~regulatory~~of ~~events,~~a ~~commercial~~released ~~milestone~~NGM ~~payments~~compound, ofwe upare obligated to ~~$125.0~~notify ~~million~~Merck, ~~and~~provide ~~royalties~~Merck ~~from~~with ~~low-double~~certain ~~digit~~information toand ~~mid-teen~~engage ~~percentages~~in ofgood ~~worldwide~~faith, ~~net~~non-exclusive ~~sales~~negotiations ofwith respect to such ~~licensed~~released NGM compound with Merck at Merck’s request.

~~Merck~~After ~~will~~the beresearch ~~responsible,~~program ~~at its own cost~~term, ~~for~~Merck ~~all~~may ~~development~~terminate ~~and~~the ~~commercialization~~overall ofAmended ~~product~~Collaboration ~~candidates~~Agreement ~~from~~for ~~each~~convenience ~~Licensed~~upon ~~Program,~~written ~~subject~~notice. toSubject ~~our options~~ to ~~cost~~certain ~~and profit share worldwide~~limitations, ~~and~~Merck tomay ~~co-detail~~partially ~~those~~terminate ~~compounds in~~ the ~~United~~Amended ~~States~~Collaboration asAgreement ~~described~~for ~~above.~~convenience Ifas ~~Merck~~it ~~does~~relates ~~not~~to ~~exercise~~any ~~its~~Licensed ~~License~~Program ~~Option~~or ~~with~~any ~~respect~~of ~~to a particular candidate and~~ its ~~related compounds within the applicable time period, in most instances we retain all~~ rights to research, ~~develop~~ and ~~commercialize~~develop ~~that~~small ~~candidate~~molecule ~~and those~~ compounds ~~on a worldwide basis, either alone or in partnership with a third party, subject to the payment to Merck of low single-digit royalties on commercial sales of any resulting products~~.

Under the Amended Collaboration Agreement, we also granted Merck a worldwide, exclusive right to conduct R&D on, and to manufacture, use and commercialize, small molecule compounds identified or developed by Merck that have specified activity against any target that we are researching or developing under the research phase of the collaboration. Merck’s research license for its own small molecule program will become non-exclusive if Merck does not exercise its option to a product candidate against a target at its option exercise point, but Merck will retain an exclusive license to any small molecule compounds that it has already identified and developed. Merck has sole responsibility for R&D of any of these small molecule compounds, at its own cost. We are eligible to receive milestone and royalty payments on small molecule compounds that are developed by Merck under such a license from us.

In addition to the options and exclusive licenses that we granted or are obligated to grant to Merck, we have the following exclusivity obligations to Merck under the Amended Collaboration Agreement. During the applicable research phase and Tail Period, if any, for the CVM-related programs and Lab Programs, we may not directly or indirectly research, develop, manufacture or commercialize, outside of our collaboration with Merck, any product with specified activity against any target that is being researched or developed under the applicable programs and, if Merck exercises its License Option for a program, we may not directly or indirectly research, develop,

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manufacture or commercialize any product with specified activity against the target that is the subject of that Licensed Program for so long as Merck’s license to it remains in effect. In addition, we are prohibited from directly or indirectly researching, developing or commercializing any product for the treatment of heart failure with preserved ejection fraction, or HFpEF, during the research phase for the CVM-related programs.

After the research phase, Merck may terminate the overall Amended Collaboration Agreement for convenience upon written notice. Subject to certain limitations, Merck may partially terminate the Amended Collaboration Agreement for convenience as it relates to any Licensed Program or any of its rights to research and develop small molecule compounds.

Either we or Merck may terminate the Amended Collaboration Agreement with respect to a specific Licensed Program or any particular licensed small molecule compound if the other party is in material breach of its obligations regarding that specific program and fails to cure the breach within the specified cure period. If Merck terminates a Licensed Program as a result of our uncured material breach, then we would lose our option to participate in a global cost and profit share if not yet exercised as of the time of termination and lose our co-detailing option (whether or not exercised as of that time) for candidates arising from the relevant Licensed Program. If Merck terminates a licensed small molecule compound program for our uncured material breach, we would continue to receive the full amount of milestones and royalties we were otherwise eligible for with respect to the relevant small molecule compounds.

For additional information about our collaboration with Merck, see Note 5, “Research Collaboration and License Agreements—Merck,” in our notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report.

Lonza License

In October 2014, we entered into a Multi-Product License Agreement, or the Lonza License, with Lonza under which we obtained a worldwide, non-exclusive license to use Lonza’s glutamine synthetase gene expression system, known as GS Xceed™®, to manufacture and commercialize our proprietary products.

Pursuant to the Lonza License, we paid Lonza an upfront fee of £250,000. Upon the initiation of the first Phase 2 clinical trial, the first Phase 3 clinical trial and the first commercial sale of any product manufactured using GS Xceed™®, we are required to pay Lonza one-time milestone payments of £100,000, £100,000 and £150,000, respectively. We paid a one-time milestone payment to Lonza of £100,000 for each of the Phase 2 trial initiations for MK-3655, NGM621 and NGM120. We are also required to pay low single-digit royalties to Lonza based on net sales of any product manufactured using GS Xceed™. Our royalty obligation to Lonza continues on a product-by-product basis until the later of the expiration of the last-to-expire licensed patent or ten years after the first commercial sale of the product. We are also required to pay an annual license fee to Lonza of up to £300,000 per product if a party other than Lonza, we, our affiliates or our strategic partners (including Merck or any potential future partners) manufactures certain product candidates for commercial activities. We are currently required to pay this fee for MK-3655 and NGM120. In accordance with the Lonza License, for certain additional product candidates, we are instead required to pay an annual license fee to Lonza of £25,000 per product candidate prior to the initiation of clinical development, and following the initiation of clinical development, £100,000, £150,000 or £300,000 annually per product candidate, respectively, if such product candidate is in a Phase 1, Phase 2 and Phase 3 clinical trial. We were required to pay this fee for NGM621 prior to Merck's decision not to exercise its option to license NGM621 and its related compounds in January 2023.

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respectively. We paid a one-time milestone payment to Lonza of £100,000 for each of the Phase 2 trial initiations for NGM313, NGM621 and NGM120. We are also required to pay low single-digit royalties to Lonza based on net sales of any product manufactured using GS Xceed®. Our royalty obligation to Lonza continues on a product-by-product basis until the later of the expiration of the last-to-expire licensed patent or ten years after the first commercial sale of the product. We are also required to pay an annual license fee to Lonza of up to £300,000 per product if a party other than Lonza, we, our affiliates or our strategic partners (including Merck or any potential future partners) manufactures certain product candidates for commercial activities. We are currently required to pay this fee for NGM313 and NGM120. In accordance with the Lonza License, for certain additional product candidates, we are instead required to pay an annual license fee to Lonza of £25,000 per product candidate prior to the initiation of clinical development, and following the initiation of clinical development, £100,000, £150,000 or £300,000 annually per product candidate, respectively, if such product candidate is in a Phase 1, Phase 2 and Phase 3 clinical trial.

The Lonza License continues until the expiration of the royalty term. We have the right to terminate the Lonza License upon written notice to Lonza. Each party may terminate the Lonza License for the other party’s uncured material breach or bankruptcy. In addition, Lonza may terminate the Lonza License if we participate in the opposition or challenge of any Lonza patent or patent application licensed to us under the Lonza License.

Government Regulation

Product Approval in the United States

The FDA and other regulatory health authorities at federal, state and local levels, as well as in foreign countries, extensively regulate, among other things, the research, development, testing, manufacture, quality control, import, export, safety, effectiveness, labeling, packaging, storage, distribution, record keeping, approval, advertising, promotion, marketing, post-approval monitoring and post-approval reporting of biologics, such as those we are developing. We, along with third-party contractors, will be required to navigate the various preclinical, clinical and commercial approval requirements of the governing regulatory agencies and health authorities of the countries in which we wish to conduct studies or seek approval or licensure of our product candidates.

The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal, state, and local statutes and regulations requires the expenditure of substantial time and financial resources. Failure to comply with the applicable U.S. requirements at any time during the product development process, approval process or following approval may subject an applicant to administrative actions or judicial sanctions. These actions and sanctions could include, among other actions, the FDA’s refusal to approve pending applications, withdrawal of an approval, license revocation, a clinical hold, untitled or warning letters, voluntary or mandatory product recalls or market withdrawals, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government contracts, restitution, disgorgement and civil or criminal fines or penalties. Any agency or judicial enforcement action could have a material adverse effect on our business, the market acceptance of our products and our reputation.

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to comply with the applicable U.S. requirements at any time during the product development process, approval process or following approval may subject an applicant to administrative actions or judicial sanctions. These actions and sanctions could include, among other actions, the FDA’s refusal to approve pending applications, withdrawal of an approval, license revocation, a clinical hold, untitled or warning letters, voluntary or mandatory product recalls or market withdrawals, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government contracts, restitution, disgorgement and civil or criminal fines or penalties. Any agency or judicial enforcement action could have a material adverse effect on our business, the market acceptance of our products and our reputation.

Preclinical and Clinical Development

Prior to beginning the first clinical trial with a product candidate, a sponsor must submit an investigational new drug application, or IND, to the FDA. An IND is a request for authorization from the FDA to administer an IND product to humans. The central focus of an IND submission is on the general investigational plan and the protocol(s) for clinical studies. The IND also includes results of animal and in vitro studies assessing the toxicology, pharmacology, pharmacokinetics and pharmacodynamic characteristics of the product; chemistry, manufacturing and controls information; and any available human data or literature to support the use of the investigational product. An IND must become effective before human clinical trials may begin. The IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA, within the 30-day ~~time~~ period, raises concerns or questions regarding safety or conduct of the proposed clinical trial. In such a case, the IND may be placed on clinical hold and the IND sponsor and the FDA must resolve any outstanding concerns or questions before the clinical trial can begin. Submission of an IND therefore may or may not result in FDA authorization to begin a clinical trial.

Clinical trials involve the administration of the investigational product to human subjects under the supervision of qualified investigators in accordance with current Good Clinical Practices, or cGCPs, which include the requirement that all research subjects provide their informed consent for their participation in any clinical study. Clinical trials are conducted under protocols detailing, among other things, the objectives of the study, the parameters to be used in monitoring safety and the effectiveness criteria to be evaluated. A separate submission to the existing IND must be made for each successive clinical trial conducted during product development and for any subsequent protocol amendments. Furthermore, an institutional review board, or IRB, for each site proposing to conduct the clinical trial must review and approve the plan for any clinical trial and its informed consent form before the clinical trial begins at that site and must monitor the study until completed.

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conduct the clinical trial must review and approve the plan for any clinical trial and its informed consent form before the clinical trial begins at that site and must monitor the study until completed.

The FDA, an IRB or the sponsor may suspend a clinical trial at any time on various grounds, including a finding that the subjects are being exposed to an unacceptable health risk or that the trial is unlikely to meet its stated objectives. Some trials also include oversight by an independent group of qualified experts organized by the clinical study sponsor, known as a data safety monitoring board or committee, which provides authorization for whether a trial may move forward at designated checkpoints based on access to certain data from the trial and may halt the clinical trial if it determines that there is an unacceptable safety risk for subjects or other grounds, such as no demonstration of efficacy. There are also requirements governing the reporting of ongoing clinical studies and clinical study results to public registries.

For purposes of a biologics license application, or BLA, approval, human clinical trials are typically conducted in three sequential phases that may overlap.

•Phase 1—The investigational product is initially introduced into healthy human subjects or patients with the target disease or condition. These studies are designed to test the safety, dosage tolerance, absorption, metabolism and distribution of the investigational product in humans, the side effects associated with increasing doses and, if possible, to gain early evidence on effectiveness.

•Phase 2—The investigational product is administered to a limited patient population with a specified disease or condition to evaluate the preliminary efficacy, optimal dosages and dosing schedule and to identify possible adverse side effects and safety risks. Multiple Phase 2 clinical trials may be conducted to obtain information prior to beginning larger and more expensive Phase 3 clinical trials.

•Phase 3—The investigational product is administered to an expanded patient population to further evaluate dosage, to provide statistically significant evidence of clinical efficacy and to further test for safety, generally at multiple geographically dispersed clinical trial sites. These clinical trials are intended to establish the overall risk/benefit ratio of the investigational product and to provide an adequate basis for product approval.

In some cases, the FDA may require, or companies may voluntarily pursue, additional clinical trials after a product is approved to gain more information about the product. These are called Phase 4 studies and may be made a condition to approval of the BLA. Concurrent with clinical trials, companies may complete additional animal studies and develop additional information about the biological characteristics of the product candidate and must finalize a process for manufacturing the product in commercial quantities in accordance with current Good Manufacturing Practices, or cGMP, requirements. The manufacturing process must be capable of consistently producing quality batches of the product candidate and, among other things, for biologics, must develop methods for testing the identity, strength, quality, purity and potency of the product. Additionally, appropriate packaging must be selected and tested and stability studies must be conducted to demonstrate that the product candidate does not undergo unacceptable deterioration over its shelf life.

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studies and develop additional information about the biological characteristics of the product candidate and must finalize a process for manufacturing the product in commercial quantities in accordance with current Good Manufacturing Practices, or cGMP, requirements. The manufacturing process must be capable of consistently producing quality batches of the product candidate and, among other things, for biologics, must develop methods for testing the identity, strength, quality, purity and potency of the product. Additionally, appropriate packaging must be selected and tested and stability studies must be conducted to demonstrate that the product candidate does not undergo unacceptable deterioration over its shelf life.

BLA Submission and Review

Assuming successful completion of all required testing in accordance with all applicable regulatory requirements, the results of product development, nonclinical studies and clinical trials are submitted to the FDA as part of a BLA requesting approval to market the product for one or more indications. The submission of a BLA requires payment of a substantial application user fee to FDA, unless a waiver or exemption applies.

Once a BLA has been submitted, the FDA generally ~~makes~~decides ~~a decision~~ on the acceptance of the application for filing within 60 days of receipt. The FDA’s goal is to review standard applications within ten months after it accepts the application for filing, or, if the application qualifies for priority review, six months after the FDA accepts the application for filing. In both standard and priority reviews, the review process is often significantly extended by FDA requests for additional information or clarification. The FDA reviews a BLA to determine, among other things, whether a product is safe, pure and potent and the facility in which it is manufactured, processed, packed or held meets standards designed to assure the product’s continued safety, purity and potency. The FDA may convene an advisory committee to provide clinical insight on application review questions. Before approving a BLA, the FDA will typically inspect the facility or facilities where the product is manufactured. The FDA will not approve an application unless it determines that the manufacturing processes and facilities ~~are~~comply ~~in compliance~~ with cGMP requirements and adequate to assure consistent production of the product within required specifications. Additionally, before approving a BLA, the FDA will typically inspect one or more clinical sites to assure compliance with cGCPs. If the FDA determines that the application, manufacturing process or manufacturing facilities are not acceptable, it will outline the deficiencies in the submission and often will request additional testing or information.

The FDA may issue an approval letter or a Complete Response letter. An approval letter authorizes commercial marketing of the product with specific prescribing information for specific indications. A Complete Response letter will describe all of the deficiencies that the FDA has identified in the BLA. In issuing the Complete Response letter, the FDA may recommend actions that the applicant might take to place the BLA in condition for approval, including requests for additional information or clarification, completion of other significant and time-consuming requirements related to clinical trials, and/or conduct of additional preclinical studies or manufacturing activities. Even if such data and information are submitted, the FDA may determine that the BLA does not satisfy the criteria for approval. FDA approval of a BLA must be obtained before a biologic may be marketed in the United States. The FDA may delay or refuse approval of a BLA, require additional testing or information and/or require post-marketing testing and surveillance to monitor safety or efficacy of a product. 21

If regulatory approval of a product is granted, such approval will be granted for particular indications and may entail limitations on the indicated uses for which such product may be marketed. For example, the FDA may approve the BLA with a Risk Evaluation and Mitigation Strategy, or REMS, to ensure the benefits of the product outweigh its risks. A REMS is a safety strategy to manage a known or potential serious risk associated with a product and to enable patients to have continued access to such medicines by managing their safe use, and could include medication guides, physician communication plans or elements to assure safe use, such as restricted distribution methods, patient registries and other risk minimization tools. The FDA also may condition approval on, among other things, changes to proposed labeling or the development of adequate controls and specifications. Once approved, the FDA may withdraw the product approval if compliance with pre- and post-marketing requirements is not maintained or if problems occur after the product reaches the marketplace. The FDA may require one or more Phase 4 post-marketing studies and surveillance to further assess and monitor the product’s safety and effectiveness after commercialization and may limit further marketing of the product based on the results of these post-marketing studies.

Expedited Programs

A sponsor may seek to develop and obtain approval of its product candidates under programs designed to accelerate the FDA review and approval of marketing applications for new drugs and biologics that meet certain criteria, such as the Fast Track program, priority review, accelerated approval, breakthrough therapy designation and Real-Time Oncology Review, or RTOR, Program.

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The FDA may issue an approval letter or a Complete Response letter. An approval letter authorizes commercial marketing of the product with specific prescribing information for specific indications. A Complete Response letter will describe all deficiencies that the FDA has identified in the BLA. In issuing the Complete Response letter, the FDA may recommend actions that the applicant might take to place the BLA in condition for approval, including requests for additional information or clarification, completion of other significant and time-consuming requirements related to clinical trials, and/or conduct of additional preclinical studies or manufacturing activities. Even if such data and information are submitted, the FDA may determine that the BLA does not satisfy the criteria for approval. FDA approval of a BLA must be obtained before a biologic may be marketed in the United States. The FDA may delay or refuse approval of a BLA, require additional testing or information and/or require post-marketing testing and surveillance to monitor safety or efficacy of a product.

If regulatory approval of a product is granted, such approval will be granted for specific indications and may entail limitations on the indicated uses for which such product may be marketed. For example, the FDA may approve the BLA with a Risk Evaluation and Mitigation Strategy, or REMS, to ensure the benefits of the product outweigh its risks. A REMS is a safety strategy to manage a known or potential serious risk associated with a product and to enable patients to have continued access to such medicines by managing their safe use, and could include medication guides, physician communication plans or elements to assure safe use, such as restricted distribution methods, patient registries and other risk minimization tools. The FDA also may condition approval on, among other things, changes to proposed labeling or the development of adequate controls and specifications. Once approved, the FDA may withdraw the product approval if compliance with pre- and post-marketing requirements is not maintained or if problems occur after the product reaches the marketplace. The FDA may require one or more Phase 4 post-marketing studies and surveillance to further assess and monitor the product’s safety and effectiveness after commercialization and may limit further marketing of the product based on the results of these post-marketing studies.

Expedited Programs

A sponsor may seek to develop and obtain approval of its product candidates under programs designed to accelerate the FDA review and approval of marketing applications for new drugs and biologics that meet certain criteria, such as the Fast Track program, priority review, accelerated approval, Breakthrough Therapy designation and Real-Time Oncology Review, or RTOR, Program.

Fast Track Designation

The FDA Fast Track program is intended to facilitate development and expedite review of new drugs and biologics that are intended to treat a serious or life-threatening disease or condition and that demonstrate potential to address an unmet medical need. For a Fast Track-designated product, there may be more frequent meetings and communication with the FDA, and early and frequent communication between the FDA and sponsor is encouraged throughout the entire development and review process. The FDA may consider sections of a BLA for review on a rolling basis if certain conditions are satisfied, including an agreement with the FDA on the proposed schedule for submission of portions of the application and the payment of applicable user fees before the FDA may initiate a review. The product may also be eligible for priority review and accelerated approval. The sponsor can request the FDA to designate the product for Fast Track status any time before receiving BLA approval, but ideally no later than the pre-BLA meeting.

Priority Review

Generally, the FDA follows a two-tiered system of review times, standard review and priority review. For a product that receives priority review designation, the FDA has the goal of ~~taking~~acting ~~action~~ on the marketing application within six months of the 60-day filing date, compared to ten months under standard review. However, the FDA does not always meet its PDUFA goal dates for standard and priority BLAs, and the review process is often extended by FDA requests for additional information or clarification. A priority review designation is applicable for products that, if approved, would be significant improvements in the safety or effectiveness of the treatment, diagnosis, or prevention of serious conditions when compared to marketed products. The FDA decides on the review designation for every application; however, an applicant may expressly request priority review. The FDA informs the applicant of a priority review designation within 60 days of the receipt of the original marketing application. If criteria are not met for priority review, the application is subject to the standard FDA review period of ten months after FDA accepts the application for filing. Priority review designation does not change the scientific or medical standard for approval, or the quality of evidence necessary to support approval.

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Accelerated Approval

In addition, the FDA may base accelerated approval for drugs and biologics for serious conditions that fill an unmet medical need on whether the drug or biologic has an effect on a surrogate or an intermediate clinical endpoint. A surrogate endpoint used for accelerated approval is a marker, such as a laboratory measurement, radiographic image, physical sign or other measure that is thought to predict clinical benefit but is not itself a measure of clinical benefit. Likewise, an intermediate clinical endpoint is a measure of a therapeutic effect that is considered reasonably likely to predict the clinical benefit of a product, such as an effect on irreversible morbidity and mortality, or IMM. The FDA bases its decision on whether to accept the proposed surrogate or intermediate clinical endpoint on the scientific support for that endpoint. AsIn athis ~~condition of accelerated approval~~regard, ~~the~~we ~~FDA~~are ~~will~~designing ~~generally~~a ~~require~~potential ~~the~~registrational ~~sponsor~~trial toof ~~perform~~aldafermin ~~and~~in ~~provide~~PSC ~~regular updates to the agency on adequate~~ and ~~well-controlled~~continuing ~~post-marketing~~discussions ~~clinical~~with ~~studies to verify and describe~~ the ~~anticipated~~FDA, ~~effect~~including on ~~IMM or other clinical benefit. Where confirmatory trials verify clinical benefit,~~ the ~~FDA~~proposed ~~will~~utilization ~~generally terminate the requirement. Approval~~ of a ~~product~~primary ~~may~~endpoint becomposed ~~withdrawn or the labeled indication~~ of ~~the~~surrogate ~~product~~biomarkers ~~changed, if trials fail to verify clinical benefit or do not demonstrate sufficient clinical benefit to justify the risks associated~~ with the ~~product,~~goal ~~for example, if the product shows a significantly smaller magnitude or duration~~ of ~~benefit~~obtaining ~~than~~accelerated ~~was~~approval. ~~anticipated~~There ~~based~~is onno ~~the~~guarantee ~~observed~~that ~~effect on~~ the ~~surrogate endpoint. In addition, the~~ FDA ~~currently~~will ~~requires~~accept asour aproposed ~~condition~~primary ~~for accelerated approval the pre-approval of promotional materials~~endpoint, in which ~~could~~case ~~adversely~~we ~~impact~~may ~~the~~abandon ~~timing of~~ the ~~commercial~~development ~~launch~~ of ~~the~~aldafermin ~~product~~in PSC.

As a condition of accelerated approval, the FDA will generally require the sponsor to perform and provide regular updates to the agency on adequate and well-controlled post-marketing clinical studies to verify and describe the anticipated effect on IMM or other clinical benefit. Where confirmatory trials verify clinical benefit, the FDA will generally terminate the requirement. Approval of a product may be withdrawn or the labeled indication of the product changed, if trials fail to verify clinical benefit or do not demonstrate sufficient clinical benefit to justify the risks associated with the product, for example, if the product shows a significantly smaller magnitude or duration of benefit than was anticipated based on the observed effect on the surrogate endpoint. In addition, the FDA currently requires as a condition for accelerated approval the preapproval of promotional materials, which could adversely impact the timing of the commercial launch of the product.

Breakthrough Therapy Designation

Additionally, a drug or biologic may be eligible for designation as a breakthrough therapy if the product is intended, alone or in combination with one or more other drugs or biologics, to treat a serious or life-threatening condition and preliminary clinical evidence indicates that the product may demonstrate substantial improvement over currently approved therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. If the FDA designates a breakthrough therapy, it may take actions appropriate to expedite the development and review of the application, which may include holding meetings with the sponsor and the review team throughout the development of the therapy; providing timely advice to, and interactive communication with, the sponsor regarding the development of the drug to ensure that the development program to gather the nonclinical and clinical data necessary for approval is as efficient as practicable; involving senior managers and experienced review staff, as appropriate, in a collaborative, cross-disciplinary review; assigning a cross-disciplinary project lead for the FDA review team to facilitate an efficient review of the development program and to serve as a scientific liaison between the review team and the sponsor; and considering alternative clinical trial designs when scientifically appropriate, which may result in smaller trials or more efficient trials that require less time to complete and may minimize the number of patients exposed to a potentially less efficacious treatment. Breakthrough Therapy designation comes with all of the benefits of Fast Track designation, which means that the sponsor may file sections of the BLA for review on a rolling basis if certain conditions are satisfied, including an agreement with the FDA on the proposed schedule for submission of portions of the application and the payment of applicable user fees before the FDA may initiate a review.

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time to complete and may minimize the number of patients exposed to a potentially less efficacious treatment. Breakthrough therapy designation comes with all of the benefits of Fast Track designation, which means that the sponsor may file sections of the BLA for review on a rolling basis if certain conditions are satisfied, including an agreement with the FDA on the proposed schedule for submission of portions of the application and the payment of applicable user fees before the FDA may initiate a review.

Real-Time Oncology Review (RTOR) Program

The RTOR program is for oncology product candidates that are likely to demonstrate substantial improvements over available therapy, which may include drugs previously granted ~~breakthrough~~Breakthrough ~~therapy~~Therapy designation for the same or other indications and candidates meeting other criteria for other expedited programs, such as Fast Track and priority review. Submissions for RTOR consideration should also have straightforward study designs and endpoints that can be easily interpreted (such as overall survival or progression free survival). Acceptance into the RTOR program does not guarantee or influence approvability of the application, which is subject to the usual benefit-risk evaluation by FDA reviewers, but the program allows FDA to review data earlier, before an applicant formally submits a complete application. The RTOR program does not affect FDA’s PDUFA timelines.

Even if a product qualifies for one or more of these programs, the FDA may later decide that the product no longer meets the conditions for qualification or the time period for FDA review or approval may not be shortened. Furthermore, Fast Track designation, priority review, accelerated approval, ~~breakthrough~~Breakthrough ~~therapy~~Therapy designation and RTOR program acceptance do not change the standards for product approval.

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Orphan Drug Designation

Under the Orphan Drug Act, the FDA may grant orphan designation to a drug or biologic intended to treat a rare disease or condition, which is a disease or condition that affects fewer than 200,000 individuals in the United States, or more than 200,000 individuals in the United States for which there is no reasonable expectation that the cost of developing and making available in the United States a drug or biologic for this type of disease or condition will be recovered from sales in the United States for that drug or biologic. Orphan drug designation must be requested before submitting a BLA. After the FDA grants orphan drug designation, the generic identity of the therapeutic agent and its potential orphan use are disclosed publicly by the FDA. The orphan drug designation does not convey any advantage in, or shorten the duration of, the regulatory review or approval process.

If a product that has orphan drug designation subsequently receives the first FDA approval for the disease for which it has such designation, the product is entitled to orphan drug exclusive approval (or exclusivity), which means that the FDA may not approve any other applications, including a full BLA, to market the same biologic for the same indication for seven years, except in limited circumstances, such as a showing of clinical superiority to the product with orphan drug exclusivity by means of greater effectiveness, greater safety or providing a major contribution to patient care or in instances of drug supply issues. Orphan drug exclusivity does not prevent FDA from approving a different drug or biologic for the same disease or condition, or the same drug or biologic 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 application fee.

A designated orphan drug may not receive orphan drug exclusivity if it is approved for a use that is broader than the indication for which it received orphan designation. In addition, exclusive marketing rights in the United States may be lost if the FDA later determines that the request for designation was materially defective or if the manufacturer is unable to assure sufficient quantities of the product to meet the needs of patients with the rare disease or condition.

Pediatric Information and Pediatric Exclusivity

Under the Pediatric Research Equity Act, or PREA, certain BLAs and certain supplements to a BLA must contain data to assess the safety and efficacy of the drug for the claimed indications in all relevant pediatric subpopulations and to support dosing and administration for each pediatric subpopulation for which the product is safe and effective. The FDA may grant deferrals for submission of pediatric data or full or partial waivers. A sponsor who is planning to submit a marketing application for a drug that includes a new active ingredient, new indication, new dosage form, new dosing regimen or new route of administration must submit an initial Pediatric Study Plan, or PSP. The initial PSP must include an outline of the pediatric study or studies that the sponsor plans to conduct, including study objectives and design, age groups, relevant endpoints and statistical approach, or a justification for not including such detailed information, and any request for a deferral of pediatric assessments or a full or partial waiver of the requirement to provide data from pediatric studies along with supporting information. The FDA and the sponsor must reach an agreement on the PSP. A sponsor can submit amendments to an agreed-upon initial PSP at any time if changes to the pediatric plan need to be considered based on data collected from preclinical studies, early phase clinical trials and/or other clinical development programs.

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any time if changes to the pediatric plan need to be considered based on data collected from preclinical studies, early phase clinical trials and/or other clinical development programs.

A drug or biologic product can also obtain pediatric market exclusivity in the United States. Pediatric exclusivity, if granted, adds six months to existing exclusivity periods and patent terms. This six-month exclusivity, which runs from the end of other exclusivity protection or patent term, may be granted based on the voluntary completion of a pediatric study in accordance with an FDA-issued “Written Request” for such a study.

Market Exclusivity under The Biologics Price Competition and Innovation Act of 2009, or BPCIA

Under the BPCIA, sponsors of new, licensed biological products approved through a BLA receive 12 years of “Reference Product Exclusivity.” FDA cannot license any 351(k) application for a biosimilar or interchangeable product that relies on the previously approved product as a reference for biosimilarity during this 12-year period. This Reference Product Exclusivity does not attach to molecules that are the “same” as a molecule previously approved for the same sponsor.

Post-Approval Requirements

Any products manufactured or distributed pursuant to FDA approvals are subject to pervasive and continuing regulation by the FDA, including, among other things, requirements relating to record-keeping, reporting of adverse experiences, periodic reporting, product sampling and distribution and advertising and promotion of the product. After approval, most changes to the approved product, such as adding new indications or other labeling ~~claims, are subject to prior FDA review and approval. There also are continuing user fee requirements, under which FDA assesses an annual program fee for each product identified in an approved BLA.~~

FDA regulations require that products be manufactured in specific approved facilities and in accordance with cGMP regulations. We rely, and expect to continue to rely, on third parties for the production of clinical and commercial quantities of our products in accordance with cGMP regulations. These manufacturers must comply with FDA regulations that require, among other things, quality control and quality assurance, the maintenance of records and documentation and the obligation to investigate and correct any deviations from cGMP. FDA regulations also impose reporting requirements upon sponsors and their third-party manufacturers. Manufacturers and other entities involved in the manufacture and distribution of approved biologics are required to register their establishments with the FDA and certain state agencies and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with cGMP requirements and other laws, which impose certain procedural and documentation requirements upon sponsors and their third-party manufacturers. The discovery of violative conditions, including failure to conform to cGMP regulations, could result in enforcement actions, and the discovery of problems with a product after approval may result in restrictions on a product, manufacturer or holder of an approved BLA, including recall. Biologic manufacturers and their subcontractors are required to register their establishments with the FDA and certain state agencies and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with cGMP, which impose certain procedural and documentation requirements upon sponsors and their third-party manufacturers. Changes to the manufacturing process are strictly regulated, and, depending on the significance of the change, may require prior FDA approval before being implemented. FDA regulations also require investigation and correction of any deviations from cGMP and impose reporting requirements upon sponsors and their third-party manufacturers. 24

~~The~~Table ~~FDA may also place other conditions on approvals including the requirement for a REMS, to assure the safe use~~ of the product. If the FDA concludes a REMS is needed, the sponsor of the BLA must submit a proposed REMS. The FDA will not approve the BLA without an approved REMS, if required. A REMS could include medication guides, physician communication plans or elements to assure safe use, such as restricted distribution methods, patient registries and other risk minimization tools. Any of these limitations on approval or marketing could restrict the commercial promotion, distribution, prescription or dispensing of products. Product approvals may be withdrawn for non-compliance with regulatory standards or if problems occur following initial marketing. The FDA may withdraw approval if compliance with regulatory requirements and standards is not maintained or if problems occur after the product reaches the market. Later discovery of previously unknown problems with a product, including adverse events of unanticipated severity or frequency, or with manufacturing processes, or failure to comply with regulatory requirements, may result in: revisions to the approved labeling to add new safety information; imposition of post-market studies or clinical studies to assess new safety risks; or imposition of distribution restrictions or other restrictions under a REMS program. Other potential consequences include, among other things: Contents

claims, are subject to prior FDA review and approval. There also are continuing user fee requirements, under which FDA assesses an annual program fee for each product identified in an approved BLA.

FDA regulations require that products be manufactured in specific approved facilities and in accordance with cGMP regulations. We rely, and expect to continue to rely, on third parties to produce clinical and commercial quantities of our products in accordance with cGMP regulations. These manufacturers must comply with FDA regulations that require, among other things, quality control and quality assurance, the maintenance of records and documentation and the obligation to investigate and correct any deviations from cGMP. FDA regulations also impose reporting requirements upon sponsors and their third-party manufacturers. Manufacturers and other entities involved in the manufacture and distribution of approved biologics are required to register their establishments with the FDA and certain state agencies and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with cGMP requirements and other laws, which impose certain procedural and documentation requirements upon sponsors and their third-party manufacturers. The discovery of violative conditions, including failure to conform to cGMP regulations, could result in enforcement actions, and the discovery of problems with a product after approval may result in restrictions on a product manufacturer or holder of an approved BLA, and, ultimately in a product recall. Biologic manufacturers and their subcontractors are required to register their establishments with the FDA and certain state agencies and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with cGMP, which impose certain procedural and documentation requirements upon sponsors and their third-party manufacturers. Changes to the manufacturing process are strictly regulated, and, depending on the significance of the change, may require prior FDA approval before being implemented. FDA regulations also require investigation and correction of any deviations from cGMP and impose reporting requirements upon sponsors and their third-party manufacturers.

The FDA may also place other conditions on approvals including the requirement for a REMS, to assure the safe use of the product. If the FDA concludes a REMS is needed, the sponsor of the BLA must submit a proposed REMS. The FDA will not approve the BLA without an approved REMS, if required. A REMS could include medication guides, physician communication plans or elements to assure safe use, such as restricted distribution methods, patient registries and other risk minimization tools. Any of these limitations on approval or marketing could restrict the commercial promotion, distribution, prescription or dispensing of products. Product approvals may be withdrawn for noncompliance with regulatory standards or if problems occur following initial marketing. The FDA may withdraw approval if compliance with regulatory requirements and standards is not maintained or if problems occur after the product reaches the market. Later discovery of previously unknown problems with a product, including adverse events of unanticipated severity or frequency, or with manufacturing processes, or failure to comply with regulatory requirements, may result in: revisions to the approved labeling to add new safety information, imposition of post-market studies or clinical studies to assess new safety risks, or imposition of distribution or other restrictions under a REMS program. Other potential consequences include, among other things:

•restrictions on the marketing or manufacturing of a product, complete withdrawal of the product from the market or product recalls;

•fines, warning letters or holds on post-approval clinical studies;

•refusal of the FDA to approve pending applications or supplements to approved applications, or suspension or revocation of existing product approvals;

•product seizure or detention, or refusal of the FDA to permit the import or export of products; or

•injunctions or the imposition of civil or criminal penalties.

The FDA closely regulates the marketing, labeling, advertising and promotion of biologics. A company can make only those claims relating to safety and efficacy, purity and potency that are approved by the FDA and in accordance with the provisions of the approved label. The FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses and misbranding. Failure to comply with these requirements can result in, among other things, adverse publicity, warning letters, corrective actions, including corrective advertising, and potential civil and criminal penalties, including monetary penalties. Physicians may prescribe legally available products for uses that are not described in the product’s labeling and that differ from those tested and approved by the FDA. Such off-label uses are common across medical specialties. Physicians may believe that such off-label uses are the best treatment for many patients in varied circumstances. The FDA does not regulate the behavior of physicians in their choice of treatments. The FDA does, however, restrict manufacturer’s communications on the subject of off-label use of their products, and a company that is found to have improperly promoted off-label uses may be subject to significant liability, including investigation by federal and state authorities. Prescription drug promotional materials must be submitted to the FDA in conjunction with their first use or first publication (or thirty days in advance of their first use if approved via the accelerated approval pathway). Further, if there are any modifications to the drug or biologic, including changes in indications, labeling or manufacturing

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accordance with the provisions of the approved label. The FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses and misbranding. Failure to comply with these requirements can result in, among other things, adverse publicity, warning letters, corrective actions, including corrective advertising, and potential civil and criminal penalties, including monetary penalties. Physicians may prescribe legally available products for uses that are not described in the product’s labeling and that differ from those tested and approved by the FDA. Such off-label uses are common across medical specialties. Physicians may believe that such off-label uses are the best treatment for many patients in varied circumstances. The FDA does not regulate the behavior of physicians in their choice of treatments. The FDA does, however, restrict manufacturer’s communications on the subject of off-label use of their products, and a company that is found to have improperly promoted off-label uses may be subject to significant liability, including investigation by federal and state authorities. Prescription drug promotional materials must be submitted to the FDA in conjunction with their first use or first publication (or thirty days in advance of their first use if approved via the accelerated approval pathway). Further, if there are any modifications to the drug or biologic, including changes in indications, labeling or manufacturing processes or facilities, the applicant may be required to submit and obtain FDA approval of a new BLA or BLA supplement, which may require the development of additional data or preclinical studies and clinical trials.

Other U.S. Healthcare Laws and Compliance Requirements

In the United States, our current and future operations are subject to regulation by various federal, state and local authorities. For example, our clinical research, sales, marketing and scientific/educational grant programs may have to comply with the anti-fraud and abuse provisions of the Social Security Act, the federal Anti-Kickback Statute, the false claims laws, the privacy and security provisions of the Health Insurance Portability and Accountability Act, or HIPAA, and similar state laws, each as amended, as applicable.

The federal Anti-Kickback Statute prohibits, among other things, any person or entity, from knowingly and willfully offering, paying, soliciting or receiving any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, to induce or in return for purchasing, leasing, ordering or arranging for the purchase, lease or order of any item or service reimbursable, in whole or in part, under Medicare, Medicaid or other federal healthcare programs. The term remuneration has been interpreted broadly to include anything of value. There are a number of statutory exceptions and regulatory safe harbors protecting some common activities from prosecution. The exceptions and safe harbors are drawn narrowly and practices that involve remuneration that may be alleged to be intended to induce prescribing, purchasing or recommending may be subject to scrutiny if they do not qualify for an exception or safe harbor. Failure to meet all of the requirements of a particular applicable statutory exception or regulatory safe harbor does not make the conduct per se illegal under the Anti-Kickback Statute. Instead, the legality of the arrangement will be evaluated on a case-by-case basis based on a cumulative review of all of its facts and circumstances. Our practices may not in all cases meet all of the criteria for protection under a statutory exception or regulatory safe harbor.

Additionally, the intent standard under the Anti-Kickback Statute was amended by the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, collectively referred to as the ACA, to impose a stricter standard such that a person or entity no longer needs to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. In addition, the ACA codified case law that a claim including items or 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, or FCA.

The federal false claims and civil monetary penalty laws, including the FCA, which imposes significant penalties and can be enforced by private citizens through civil qui tam actions, prohibit any person or entity from, among other things, knowingly presenting, or causing to be presented, a false or fraudulent claim for payment to, or approval by, the federal government, including federal healthcare programs, such as Medicare and Medicaid, knowingly making, using or causing to be made or used a false record or statement material to a false or fraudulent claim to the federal government, or knowingly making a false statement to improperly avoid, decrease or conceal an obligation to pay money to the federal government. A claim includes “any request or demand” for money or property presented to the U.S. government.

HIPAA created additional federal criminal statutes that prohibit, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud or to obtain, by means of false or fraudulent pretenses, representations or promises, any money or property owned by, or under the control or custody of, any healthcare benefit program, including private third-party payors, willfully obstructing a criminal investigation of a healthcare offense and knowingly and willfully falsifying, concealing or covering up by trick, scheme or device, a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Like the Anti-Kickback Statute, the ACA amended the intent standard for certain healthcare fraud statutes under HIPAA such that a person or entity no longer needs to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation.

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certain healthcare fraud statutes under HIPAA such that a person or entity no longer needs to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation.

Also, many states have similar, and typically more prohibitive, fraud and abuse statutes or regulations that apply to items and services reimbursed under Medicaid and other state programs, or, in several states, apply regardless of the payor.

HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and its implementing regulations, imposes requirements on covered entities (including certain health care providers, health plans and health care clearinghouses, business associates and their covered subcontractors) relating to the privacy, security and transmission of individually identifiable health information. HIPAA may be enforced by several federal agencies as well as state attorneys general. In addition, many state laws govern the privacy and security of health information in specified circumstances, many of which differ from each other in significant ways, are often not ~~pre-empted~~preempted by HIPAA and may have a more prohibitive effect than HIPAA, thus complicating compliance efforts.

Our physician-administered products, once approved, may be eligible for coverage under Medicare through Medicare Part B. As a condition of receiving Medicare Part B reimbursement for a manufacturer’s eligible drugs, the manufacturer is required to participate in other government healthcare programs, including the Medicaid Drug Rebate Program and the 340B Drug Pricing Program, and would be subject to those requirements as well. 26

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Our physician-administered products, if approved, may be eligible for coverage under Medicare through Medicare Part B. As a condition of receiving Medicare Part B reimbursement for a manufacturer’s eligible drugs, the manufacturer is required to participate in other government healthcare programs, including the Medicaid Drug Rebate Program and the 340B Drug Pricing Program, and would be subject to those requirements as well.

In addition, many pharmaceutical manufacturers must calculate and report certain price reporting metrics to the government, such as average sales price and best price. Penalties may apply in some cases when such metrics are not submitted accurately and timely. Further, these prices for drugs may be reduced by mandatory discounts or rebates required by government healthcare programs or private payors and by any future relaxation of laws that presently restrict imports of drugs from countries where they may be sold at lower prices than in the United States.

Additionally, the federal Physician Payments Sunshine Act, or the Sunshine Act, as amended, and its implementing regulations, require that certain manufacturers of drugs, devices, biological and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) report annually to CMS information related to certain payments or other transfers of value made or distributed to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), other health care professionals (such as physician assistants and nurse practitioners) and teaching hospitals, as well as information regarding ownership and investment interests held by physicians and their immediate family members.

In addition, many states also govern the reporting of such payments or other transfers of value, many of which differ from each other in significant ways, are often not ~~pre-empted~~preempted and may have a more prohibitive effect than the Sunshine Act, thus further complicating compliance efforts.

In order to distribute products commercially, we must comply with state laws that require the registration of manufacturers and wholesale distributors of drug and biological products in a state, including, in certain states, manufacturers and distributors who ship products into the state even if such manufacturers or distributors have no place of business within the state. Some states also impose requirements on manufacturers and distributors to establish the pedigree of product in the chain of distribution, including some states that require manufacturers and others to adopt new technology capable of tracking and tracing product as it moves through the distribution chain. Several states have enacted legislation requiring pharmaceutical and biotechnology companies to establish marketing compliance programs, file periodic reports with the state, make periodic public disclosures on sales, marketing, pricing, clinical trials and other activities and/or register their sales representatives, as well as to prohibit pharmacies and other healthcare entities from providing certain physician prescribing data to pharmaceutical and biotechnology companies for use in sales and marketing, and to prohibit certain other sales and marketing practices. ~~All~~Our ~~of our~~ activities are potentially subject to federal and state consumer protection and unfair competition laws.

The scope and enforcement of each of these laws is uncertain and subject to rapid change in the current environment of healthcare reform, especially in light of the lack of applicable precedent and regulations. Ensuring business arrangements with third parties comply with applicable healthcare laws and regulations is a costly endeavor. If our operations are found to be in violation of any of the federal and state healthcare laws described above or any other current or future governmental regulations that apply to us, we may be subject to penalties, including without limitation, civil, criminal and/or administrative penalties, damages, fines, disgorgement, individual imprisonment, exclusion from participation in government programs, such as Medicare and Medicaid, injunctions, private qui tam actions brought by individual whistleblowers in the name of the government, refusal to allow us to enter into government contracts, contractual damages, reputational harm, administrative burdens, diminished profits and future earnings, additional reporting obligations and oversight if we become subject to a corporate integrity agreement or other agreement to resolve allegations of noncompliance with these laws, and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations.

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agreement or other agreement to resolve allegations of non-compliance with these laws, and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations.

The Foreign Corrupt Practices Act

The Foreign Corrupt Practices Act, or FCPA, prohibits any U.S. individual or business from paying, offering or authorizing payment or offering of anything of value, directly or indirectly, to any foreign official, political party or candidate for the purpose of influencing any act or decision of the foreign entity in order to assist the individual or business in obtaining or retaining business. The FCPA also obligates companies whose securities are listed in the United States to comply with accounting provisions requiring us to maintain books and records that accurately and fairly reflect all transactions of the corporation, including international subsidiaries, and to devise and maintain an adequate system of internal accounting controls for international operations.

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Environmental, Health and Safety Regulation

In addition to the foregoing, state and federal laws regarding safe working conditions, environmental protection and hazardous substances, including the Occupational Safety and Health Act, the Resource Conservancy and Recovery Act and the Toxic Substances Control Act, affect our business. These and other laws govern our use, handling and disposal of various biological, chemical and radioactive substances used in, and wastes generated by, our operations. We may incur significant costs to comply with such laws and regulations now or in the future. If our operations result in contamination of the environment or expose individuals to hazardous substances, we could be liable for damages and governmental fines. We believe that we are in material compliance with applicable environmental laws and regulations and that continued compliance therewith will not have a material adverse effect on our business. We cannot predict, however, how changes in these laws and regulations may affect our future operations.

European Union Development of Medicinal Products

In the European Economic Area, or EEA, which consists of the 27 Member States of the European Union, or the EU and the EU Member States, as well as Norway, Iceland and Liechtenstein, medicinal products can only be commercialized after a marketing authorization, or MA, has been granted by a competent regulatory authority. This is similar to the approach in the United States. ~~The~~Clinical ~~various~~trials ~~phases of preclinical and clinical research~~ in the EEA are currently regulated by Clinical Trials Regulation (EU) No 536/2014, or CTR, which ~~went~~entered into ~~effect~~application on January 31, 2022. The regulation, which is directly applicable in all EEA countries, overhauls the ~~current~~previous system of approvals for clinical trials in the EU ~~in an effort~~ to simplify and streamline the approval of clinical trials in the EU.

European Union Review of Marketing Authorization and Approval

Depending on the type of product and its intended therapeutic indication, related MAs may be granted either by the European Commission at the EU level or by the competent authorities of ~~the~~ EEA countries. An EU MA is issued by the European Commission through the Centralized Procedure, based on the opinion of the Committee for Medicinal Products for Human Use, or CHMP, of the EMA, ~~and~~ is valid throughout the entire territory of the EEA. The Centralized Procedure is mandatory for certain types of products, such as biotechnology medicinal products, orphan medicinal products, advanced-therapy medicines such as gene-therapy, somatic cell-therapy or tissue-engineered medicines and medicinal products containing a new active substance indicated for the treatment of HIV, AIDS, cancer, neurodegenerative disorders, diabetes, autoimmune and other immune dysfunctions and viral diseases. The Centralized Procedure is optional, subject to the approval of the EMA, for products containing a new active substance not yet authorized in the EEA for the treatment of diseases other than those indicated above, or for products that constitute a significant therapeutic, scientific or technical innovation or which are in the interest of public health in the EU.

National MAs, which are issued by the competent authorities of the EEA countries, and only cover their respective territory, are available for products not falling within the mandatory scope of the Centralized Procedure. Where a product has already been authorized for marketing in an EEA country, that National MA can be recognized in another EEA country through the Mutual Recognition Procedure. If the product has not received a National MA in any EEA country at the time of application for authorization, it can be approved simultaneously in various EEA countries through the Decentralized Procedure. Under the Decentralized Procedure, an identical dossier is submitted to the competent authorities of each of the EEA countries in which the MA is sought, one of which is selected by the applicant as the Reference Member State, or RMS. The competent authority of the RMS prepares a draft assessment report, a draft Summary of Product Characteristics, or SmPC, the document that provides information to physicians concerning the safe and effective use of the product, and a draft of the labeling and package leaflet, which are sent to the other EEA countries, referred to as the Concerned Member States, or CMSs, for their approval. If the CMSs raise no objections to the assessment, SmPC, labeling or packaging proposed by the RMS, the product is subsequently granted a National MA in the RMS and the Concerned Member States. The RMS or CMSs may only raise objections to authorization that are based on a potential serious risk to public health.

30In the EEA, an MA, whether granted through the Centralized, Decentralized or Mutual Recognition Procedures, may be granted only to an MA applicant that is established within the EEA.

In principle, an MA has an initial validity of five years. The MA may be renewed after five years based on a re-evaluation of the risk-benefit balance by the EMA or by the competent authority of the EEA country in which the original MA was granted. The European Commission or the competent authorities of the EEA country may decide, on justified grounds relating to pharmacovigilance, to require one additional five-year period for the MA before it is definitively renewed. Once subsequently definitively renewed, the MA is valid for an unlimited period. Any MA that is not followed by the actual placing of the medicinal product on the EEA market (in case of Centralized Procedure

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~~RMS~~approvals), ~~the~~or ~~product~~on ~~is subsequently granted a National MA in~~ the ~~RMS~~market ~~and~~of the ~~Concerned~~authorizing ~~Member~~EEA ~~States.~~country ~~The~~if ~~RMS~~applicable, orwithin ~~CMSs~~three ~~may~~years ~~only~~after ~~raise~~authorization ~~objections~~ceases to ~~authorization~~be ~~that~~valid ~~are~~(the ~~based~~so-called onsunset ~~a potential serious risk to public health~~clause).

Innovative products that target an unmet medical need and are expected to be of major public health interest may be eligible for several expedited development and review programs, such as the Priority Medicines, or PRIME, scheme, which provides incentives similar to the Breakthrough Therapy designation in the United States. In the EEA, a conditional MA, ~~whether~~may be granted by the European Commission through the Centralized, ~~Decentralized~~Procedure orin ~~Mutual~~cases ~~Recognition~~where ~~Procedures,~~all ~~may~~the berequired ~~granted~~safety ~~only~~and toefficacy andata are not yet available. Eligible products must fulfill specific criteria and the conditional MA ~~applicant~~is ~~that~~subject to conditions to be fulfilled concerning generation of missing data or ensuring increased safety measures. It is ~~established~~valid ~~within~~for one year and must be renewed annually until all related conditions have been fulfilled. After this, the ~~EEA~~conditional MA may be converted to a normal MA.

InAn ~~principle, an~~ MA ~~has~~may analso ~~initial~~be ~~validity~~granted of“under ~~five~~exceptional ~~years.~~circumstances” ~~The~~by MAthe ~~may~~European beCommission ~~renewed~~through ~~after~~the ~~five~~Centralized ~~years~~Procedure onwhere the ~~basis~~MA ofapplicant acan ~~re-evaluation~~show ofthat ~~the~~it ~~risk-benefit~~is ~~balance~~unable byto ~~the~~provide ~~EMA~~comprehensive ordata byon the ~~competent~~efficacy ~~authority~~and safety of the ~~EEA~~medicinal ~~country~~product inunder ~~which~~normal ~~the~~conditions ~~original~~of MAuse ~~was~~even ~~granted.~~after ~~The~~the ~~European~~product ~~Commission~~has orbeen ~~the~~authorized ~~competent~~and ~~authorities~~subject ofto ~~the~~specific ~~EEA~~procedures ~~country~~after being introduced. These circumstances may ~~decide,~~arise onin ~~justified~~particular ~~grounds~~when ~~relating~~the tointended ~~pharmacovigilance,~~therapeutic toindications ~~require~~are ~~one~~very ~~additional~~rare ~~five-year~~and, ~~period~~based ~~for~~on the MAstate ~~before~~of scientific knowledge at that time, it is ~~definitively~~not ~~renewed.~~possible ~~Once~~to ~~subsequently~~provide ~~definitively~~comprehensive ~~renewed~~information, ~~the~~or MAwhen isgenerating ~~valid~~data ~~for~~may anbe ~~unlimited~~contrary ~~period.~~to ~~Any~~generally MAaccepted ~~that~~ethical isprinciples. ~~not~~An ~~followed~~applicant byfor ~~the~~authorization ~~actual~~in ~~placing~~exceptional ofcircumstances ~~the~~is ~~medicinal~~not ~~product~~subsequently onrequired to provide the ~~EEA~~missing ~~market~~data. ~~(in~~Although ~~case~~the ofMA ~~Centralized~~“under ~~Procedure~~exceptional ~~approvals),~~circumstances” oris ongranted definitively, the ~~market~~risk-benefit balance of the ~~authorizing~~medicinal ~~EEA~~product ~~country~~is ifreviewed ~~applicable~~annually, ~~within~~and ~~three~~the ~~years~~MA ~~after~~will ~~authorization ceases to~~ be ~~valid~~withdrawn (if the sorisk-~~called~~benefit ~~sunset~~ratio ~~clause).~~is no longer favorable.

Innovative products that target an unmet medical need and are expected to be of major public health interest may be eligible for a number of expedited development and review programs, such as the Priority Medicines, or PRIME, scheme, which provides incentives similar to the breakthrough therapy designation in the United States. In the EEA, a conditional MA may be granted by the European Commission through the Centralized Procedure in cases where all the required safety and efficacy data are not yet available. The conditional MA is subject to conditions to be fulfilled concerning generation of missing data or ensuring increased safety measures. It is valid for one year and must be renewed annually until all related conditions have been fulfilled. After this, the conditional MA is converted to a normal MA. An MA may also be granted “under exceptional circumstances” by the European Commission through the Centralized Procedure where the MA applicant can show that it is unable to provide comprehensive data on the efficacy and safety of the medicinal product under normal conditions of use even after the product has been authorized and subject to specific procedures after being introduced. These circumstances may arise in particular when the intended therapeutic indications are very rare and, based on the state of scientific knowledge at that time, it is not possible to provide comprehensive information, or when generating data may be contrary to generally accepted ethical principles.

Data and Market Exclusivity

The EU legislation governing the grant of marketing authorizations for medicinal products also provides opportunities for data and market exclusivity related to MAs in certain circumstances. Upon grant of an MA, innovative medicinal products generally benefit from eight years of data exclusivity and ten years of market exclusivity. Data exclusivity, if granted, prevents regulatory authorities in the EEA from referencing the innovator’s data to assess a biosimilar application for eight years from the date of authorization of the innovative product, after which a biosimilar application for MA can be submitted, and the innovator’s data may be referenced. The market exclusivity period prevents a successful biosimilar applicant from commercializing its product in the EEA until ten years have elapsed from the initial MA of the innovator product in the EEA. The overall ten-year period may, occasionally, be extended for a further year to a maximum of eleven years if, during the first eight years of those ten years, the MA holder obtains an authorization for one or more new therapeutic indications which, during the scientific evaluation prior to their authorization, are held to bring a significant clinical benefit in comparison with existing therapies. There is, however, no guarantee that our products will be considered by ~~European~~EU regulatory authorities to be a new biological entity. In such circumstances, our products, even if granted MA, may not qualify for data and market exclusivity.

Pediatric Development

Regulation (EC) No 1901/2006 provides that all ~~applicants~~applications for an MA for new medicinal products have to include the results of trials conducted in the pediatric population in compliance with a pediatric investigation plan, or PIP, agreed to with the EMA’s Pediatric Committee, or PDCO. The ~~PDCO~~PIP ~~can~~sets ~~grant~~out ~~a deferral of~~ the ~~obligation~~timing toand ~~implement some or all of the~~ measures ~~provided~~proposed into ~~the~~generate ~~PIP until there are sufficient~~ data to ~~demonstrate~~support ~~the~~a ~~efficacy~~pediatric ~~and~~indication ~~safety~~ of the ~~product~~medicinal ~~in adults. The obligation to provide pediatric clinical trial data can be waived entirely by the PDCO when these data are not needed or appropriate because the~~ product ~~is likely to be ineffective or unsafe in children, the disease or condition~~ for which ~~the product is intended occurs only in adult populations, or when the product does not represent a significant therapeutic benefit over existing treatments for pediatric patients. Once the~~ MA is ~~obtained~~being in all EEA countries and study results in compliance with the PIP are included in the product information, even when those results are negative, the product may be eligible for a six-month extension to certain patent protections or, in the case of orphan medicinal products, a two-year extension of orphan market exclusivitysought.

31The PDCO can grant a deferral of the obligation to implement some or all of the measures provided in the PIP until there are sufficient data to demonstrate the efficacy and safety of the product in adults. The obligation to provide pediatric clinical trial data can be waived entirely by the PDCO when these data are not needed or appropriate because the product is likely to be ineffective or unsafe in children, the disease or condition for which the product is intended occurs only in adult populations, or when the product does not represent a significant therapeutic benefit over existing treatments for pediatric patients. Once the MA is obtained in all EEA countries and study results in compliance with the PIP are included in the product information, even when those results are negative, the product may be eligible for a six-month extension to certain patent protections or, in the case of orphan medicinal products, a two-year extension of orphan market exclusivity.

Orphan Designation

In the EU, Regulation (EC) No. 141/2000, as implemented by Regulation (EC) No. 847/2000, provides that a medicinal product can be designated as an orphan medicinal product by the European Commission if its sponsor can establish that: (i) the product is intended for the diagnosis, prevention or treatment of life-threatening or chronically debilitating conditions; (ii) either (a) such conditions affect not more than 5 in 10,000 persons in the EU

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when the application is made, or (b) the product, without the benefits derived from orphan status, would not generate sufficient return in the EU to justify the necessary investment in developing the medicinal product; and (iii) there exists no satisfactory authorized method of diagnosis, prevention or treatment of the condition that has been authorized in the EU, or even if such method exists, the product will be of significant benefit to those affected by that condition.

Regulation (EC) No 847/2000 sets out further provisions for implementation of the criteria for designation of a medicinal product as an orphan medicinal product. An application for the designation of a medicinal product as an orphan medicinal product must be submitted at any stage of development of the medicinal product but before filing of an MA application. An MA for an orphan medicinal product may only include indications designated as orphan. For non-orphan indications treated with the same active pharmaceutical ingredient, a separate marketing authorization must be sought.

Orphan medicinal product designation entitles an applicant to incentives such as fee reductions or fee waivers, protocol assistance and access to the centralized marketing authorization procedure. Upon grant of a marketing authorization, orphan medicinal products are entitled to a ten-year period of market exclusivity for the approved therapeutic indication, which means that the EMA cannot accept another marketing authorization application or accept an application to extend for a similar product and the European Commission cannot grant a marketing authorization for the same indication for a period of ten years. The period of market exclusivity is extended by two years for orphan medicinal products that have also complied with an agreed upon PIP. No extension to any supplementary protection certificate can be granted on the basis of pediatric studies for orphan indications. Orphan medicinal product designation does not convey any advantage in, or shorten the duration of, the regulatory review and approval process.

The period of market exclusivity may, however, be reduced to six years if, at the end of the fifth year, it is established that the product no longer meets the criteria on the basis of which it received orphan medicinal product destination, including where it can be demonstrated on the basis of available evidence that the original orphan medicinal product is sufficiently profitable not to justify maintenance of market exclusivity or where the prevalence of the condition has increased above the threshold. Additionally, an MA may be granted to a similar medicinal product with the same orphan indication during the ten-year period if: (i) if the applicant consents to a second original orphan medicinal product application, (ii) if the manufacturer of the original orphan medicinal product is unable to supply sufficient quantities; or (iii) if the second applicant can establish that its product, although similar, is safer, more effective or otherwise clinically superior to the original orphan medicinal product. A company may voluntarily remove a product from the register of orphan products.

Post-Approval Requirements

~~Similar~~Both ~~to the United States, both~~ MA holders and manufacturers of medicinal products are subject to comprehensive regulatory oversight by the EMA, the European Commission and/or the competent regulatory authorities of the individual EEA countries and regional authorities within those countries. Legislation adopted at the EU level, such as Directives, may be implemented differently by individual EEA countries. Examples of post-approval requirements include the obligation on the holder of an MA to comply with a range of regulatory requirements applicable to the manufacturing, marketing, promotion and sale of medicinal products, establish and maintain a pharmacovigilance system and appoint an individual qualified person for pharmacovigilance who is responsible for oversight of that system. Key obligations include expedited reporting of suspected serious adverse reactions and submission of periodic safety update reports, or PSURs. All new applicants for MA must include a risk management plan, or RMP, describing the risk management system that the company will put in place and documenting measures to prevent or minimize the risks associated with the product. The regulatory authorities may also impose risk-minimization measures or post-authorization obligations as a condition of the MA, which may include additional safety monitoring, more frequent submission of PSURs or the conduct of additional clinical trials or post-authorization safety studies.

Marketing of Medicinal Products in the EEA

In the EEA, the advertising and promotion of medicinal products are subject to both EU law and the national law of individual EEA countries governing promotion of medicinal products, interactions with physicians and other healthcare professionals, misleading and comparative advertising and unfair commercial practices. Although general requirements for advertising and promotion of medicinal products are established at the EU level, the details are governed by rules developed in individual EEA countries and can differ from one country to another. Examples of regulatory obligations include the requirement that promotional materials and advertising in relation to medicinal products comply with the product’s SmPC as approved by the competent authorities in connection with an MA. ~~Promotional~~Promotion ~~activity~~materials ~~that does not comply with the SmPC is considered off-label~~ and ~~is prohibited in the EU. Direct-to-consumer~~ advertising ofmay ~~prescription~~also ~~medicinal~~require ~~products~~approval isby ~~also~~competent ~~prohibited~~authorities in ~~the~~certain ~~EU.~~EEA

Marketed products in the EEA are subject to substantial continuing regulation. This includes, among other things, requirements relating to record-keeping, reporting of adverse experiences, periodic reporting, product sampling and distribution and advertising and promotion of the product. For example, much like the Anti-Kickback Statute prohibition in the United States, the provision of benefits or advantages to physicians to induce or encourage the prescription, recommendation, endorsement, purchase, supply, order or use of medicinal products is also prohibited in the EEA. The provision of benefits or advantages to physicians is governed by national laws, including anti-bribery laws, industry codes or professional codes of conduct and related national implementing laws. Payments made to physicians in certain EEA countries must also be publicly disclosed, and agreements with physicians are often the subject of prior notification and approval by the physician’s employer, his or her competent professional organization and/or the regulatory authorities of the individual EEA countries. Failure to comply with these requirements could result in reputational risk, public reprimands, administrative penalties, fines or imprisonment.30

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countries. Promotional activity that does not comply with the SmPC is considered off-label and is prohibited in the EU. Direct-to-consumer advertising of prescription medicinal products is also prohibited in the EU.

Marketed products in the EEA are subject to substantial continuing regulation. This includes, among other things, requirements relating to record-keeping, reporting of adverse experiences, periodic reporting, product sampling and distribution and advertising and promotion of the product. For example, the provision of benefits or advantages to physicians to induce or encourage the prescription, recommendation, endorsement, purchase, supply, order or use of medicinal products is prohibited in the EEA. The provision of benefits or advantages to physicians is governed by national laws, including national anti-bribery laws, national sunshine rules, regulations, industry self-regulation codes or professional codes of conduct and related national implementing laws. Payments made to physicians in certain EEA countries must also be publicly disclosed, and agreements with physicians may be subject to prior notification and approval by the physician’s employer, his or her competent professional organization and/or the regulatory authorities of the individual EEA countries. Failure to comply with these requirements could result in reputational risk, public reprimands, administrative penalties, fines or imprisonment.

Regulation in the United Kingdom Following Brexit

The ~~withdrawal~~United ofKingdom’s, ~~the~~or UK's, withdrawal from the EU, ~~commonly referred to as “Brexit,” took effect~~ on January 31, 2020~~. Pursuant to the formal withdrawal arrangements agreed between the UK and the EU~~, ~~the~~commonly UKreferred ~~was subject~~ to aas ~~transition period that ended December 31~~Brexit, ~~2020,~~has ~~during~~changed ~~which EU rules continued to apply. A Trade and Cooperation Agreement, or~~ the ~~TCA,~~regulatory ~~that outlines the trading~~ relationship between the UK and the EU ~~entered into force provisionally in January 2021, and permanently since May 2021~~. The ~~TCA~~Medicines ~~primarily focuses on ensuring free trade between the EU~~ and ~~the~~Healthcare UKproducts inRegulatory ~~relation~~Agency, toor ~~goods~~MHRA, ~~including~~is ~~medicinal~~now ~~products. Although~~ the ~~body~~UK’s ofstandalone ~~the~~regulator ~~TCA~~for ~~includes general terms which apply to~~ medicinal products, ~~greater~~and ~~detail~~medical ~~on sector-specific issues is provided in an Annex~~devices. ~~Under the TCA,~~ Great Britain (England, Scotland and Wales) is benow ~~treated as~~ a third country, ~~except~~to ~~that~~the EU. Northern Ireland will, with regard to EU regulations ~~on free movement of goods~~, continue to follow the EU regulatory rules. As part of the TCA, the EU and the UK will mutually recognize cGMP inspections and accept official cGMP documents. The UK has unilaterally agreed to accept EU batch testing and batch release. However, the EU continues to apply EU laws that require batch testing and batch release to take place in the EU. This means that medicinal products that are tested and released in the UK must be retested and re-released when entering the EU market for ~~commercial use~~now. ~~The TCA also encourages, although it does not oblige, the parties to consult one another on proposals to introduce significant changes to technical regulations or inspection procedures.~~

~~With~~The ~~respect~~UK regulatory framework in relation to ~~MAs~~clinical trials is governed by the Medicines for Human Use (Clinical Trials) Regulations 2004, ~~Great~~as ~~Britain~~amended, ~~has~~which ais ~~separate~~derived ~~regulatory~~from ~~submission~~the Clinical Trials Directive, as implemented into UK national law through secondary legislation. On January 17, 2022, the MHRA launched an eight-week consultation on reframing the UK legislation for clinical trials, and ~~approval~~which ~~process~~aimed to streamline clinical trials approvals, enable innovation, enhance clinical trials transparency, enable greater risk proportionality, and apromote ~~national~~patient MAand ~~implemented~~public ~~through~~involvement in clinical trials. The UK Government published its ~~regulator~~response to the consultation on March 21, 2023, confirming that it would bring forward changes to the ~~Medicines~~legislation. ~~and~~These ~~Healthcare~~resulting ~~products~~legislative ~~Regulatory~~amendments ~~Agency~~will determine how closely the UK regulations will align with the CTR. In October 2023, orthe MHRA announced a new Notification Scheme for clinical trials which enables a more streamlined and risk-proportionate approach to initial clinical trial applications for Phase 4 and low-risk Phase 3 clinical trial applications.

32Marketing authorizations in the UK are governed by the Human Medicines Regulations (SI 2012/1916), as amended. Since January 1, 2021, an applicant for the EU centralized procedure marketing authorization can no longer be established in the UK. As a result, since this date, companies established in the UK cannot use the EU centralized procedure and instead must follow one of the UK national authorization procedures or one of the remaining post-Brexit international cooperation procedures to obtain a marketing authorization to market products in the UK. All existing EU marketing authorizations for centrally authorized products were automatically converted or grandfathered into UK marketing authorization, effective in Great Britain only, free of charge on January 1, 2021, unless the marketing authorization holder opted-out of this possibility. Northern Ireland currently remains within the scope of EU authorizations in relation to centrally authorized medicinal products. Accordingly, until the Windsor Framework is implemented in Northern Ireland on January 1, 2025, products falling within the scope of the EU centralized procedure can only be authorized through UK national authorization procedures in Great Britain.

The MHRA has also introduced changes to national marketing authorization procedures. This includes introduction of procedures to prioritize access to new medicines that will benefit patients, including a 150-day assessment route, a rolling review procedure and the International Recognition Procedure. Since January 1, 2024, the MHRA may rely on the International Recognition Procedure, or IRP, when reviewing certain types of marketing authorization applications. This procedure is available for applicants for marketing authorization who have already received an authorization for the same product from a reference regulator. These include the FDA, the EMA and national competent authorities of individual EEA countries. A positive opinion from the EMA and CHMP, or a positive end of procedure outcome from the mutual recognition or decentralized procedures, are considered to be authorizations for the purposes of the IRP.

There is no pre-marketing authorization orphan designation for medicinal products in the UK. Instead, the MHRA reviews applications for orphan designation in parallel to the corresponding marketing authorization application. The criteria are essentially the same as those in the EU but have been tailored for the market. This includes the criterion that prevalence of the condition in Great Britain, rather than the EU, must not be more than five in 10,000. Upon the grant of a marketing authorization with orphan status, the medicinal product will benefit

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~~MHRAs,~~from ~~with~~up ~~certain~~to ~~exceptions~~ten ~~for~~years ~~Northern~~of ~~Ireland.~~market ~~Companies~~exclusivity ~~established~~from insimilar ~~the UK can no longer use the Centralized Procedure for approval by the European Commission to obtain an MA to market~~ products in the UKapproved ~~and~~orphan ~~instead must follow one of the UK national authorization procedures~~indication. ~~Until~~The ~~the~~start ~~end~~ of ~~2023,~~this ~~the~~market ~~MHRA~~exclusivity ~~may~~period ~~rely~~will onbe aset ~~decision~~from ~~made by~~ the ~~European~~date ~~Commission~~of onfirst ~~the~~ approval of ~~a new Centralized Procedure MA when deciding on an application for a Great Britain MA. Thereafter, a new international recognition process, which will take into consideration decisions made by~~ the ~~EMA~~product ~~and certain other regulatory authorities, is anticipated to be~~ in place. The MHRA has also established its own decentralized or mutual recognition procedures enabling MAs approved in EU Member States through decentralized and mutual recognition procedures to be recognized in the United Kingdom or Great Britain. ~~It is currently unclear to what extent the UK will seek to align its regulations with the EU in the future.~~

The data exclusivity periods in the UK are currently in line with those in the EU, but the TCA provides that the periods for both data and market exclusivity are to be determined by domestic law, so there could be divergence in the future.

Privacy and Data Security Laws and Compliance Obligations

In the ordinary course of our business, we may process personal or sensitive data (including health-related data, such as data related to oncology, retinal disease and liver and metabolic disease, as part of our clinical trial and drug discovery activities). Accordingly, we are, or may become, subject to numerous obligations, including U.S. federal, state and local, as well as foreign, data privacy and security laws, regulations, guidance and industry standards, and other legal obligations related to privacy and data security. The regulatory framework with respect to data privacy and security is stringent and constantly evolving. For example, in addition to laws such as HIPAA that govern the processing of health information, we are or may become subject to numerous other data privacy and security laws and legal obligations, which may include laws such as the Federal Trade Commission Act, the California Consumer Privacy Act of 2018, or CCPA, the California Privacy Rights Act of 2020, or CPRA, and similar laws enacted or proposed in other states in the United States, the EU’s General Data Protection Regulation 2016/679, or EU GDPR, and the EU GDPR as it forms part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018, or UK GDPR, together referred to as the GDPR. Additionally, we are, or may become, subject to various U.S. federal and state consumer protection laws which require us to publish statements that accurately and fairly describe how we handle personal data and choices individuals may have about the way we handle their personal data.

These laws and obligations impose on subject entities extensive, costly and complex compliance obligations, which may conflict or be inconsistent with one another, and violations may result in significant fines, penalties and other adverse consequences. The CCPA and EU GDPR are examples of the increasingly stringent and evolving regulatory frameworks related to personal data processing that may increase our compliance obligations and exposure for any noncompliance. For example, the CCPA imposes obligations on covered businesses to provide specific disclosures related to a business’s collecting, using and disclosing personal data and to respond to certain requests from California residents related to their personal data. Also, the CCPA provides for civil penalties and a private right of action for data breaches which may include an award of statutory damages. In addition, the CPRA, effective January 1, 2023, expanded the CCPA to, among other things, give California residents the ability to limit use of certain sensitive personal data, establish restrictions on personal data retention, expand the types of data breaches that are subject to the CCPA’s private right of action and establish a new California Privacy Protection Agency to implement and enforce the new law.

Foreign data privacy and security laws (including but not limited to the EU GDPR ~~and UK GDPR~~) impose significant and complex compliance obligations on entities that are subject to those laws~~. As one example~~, ~~the~~including EUcompanies ~~GDPR applies to any company~~ established inoutside the EEA and/or ~~to companies established outside~~ the ~~EEA~~UK that process personal data in connection with the offering of goods or services to data subjects in the EEA/UK or the monitoring of the behavior of data subjects in the EEA. These obligations ~~may~~ include: limiting personal data processing to only what is necessary for specified, explicit and legitimate purposes; ~~requiring~~establishing a legal basis for personal data processing; ~~requiring~~appointing ~~the appointment of~~ a data protection officer in certain circumstances; ~~increasing~~facilitating ~~transparency obligations to~~ data ~~subjects~~subject requests; ~~requiring~~conducting data protection impact assessments in certain circumstances; limiting the collection and retention of personal data; ~~increasing~~implementing ~~rights for data subjects; formalizing a heightened~~ and ~~codified~~maintaining ~~standard~~appropriate ~~of data subject consents; requiring the implementation and maintenance of~~ technical and organizational safeguards for personal data; ~~mandating~~notifying ~~notice of~~ certain personal data breaches to the relevant supervisory authorities and affected individuals; and ~~mandating~~appointing ~~the~~a ~~appointment~~representative ~~of representatives~~ in the EU ~~in certain circumstances. See “Risk Factors—Risks Related to Our Business~~ and/or ~~Industry” for additional information about~~ the ~~privacy and data security risks we may face, including in relation to the laws and regulations to which we are or may become subject~~UK.

33See “Risk Factors—Risks Related to Our Business and Industry” for additional information about the privacy and data security risks we may face, including in relation to the laws and regulations to which we are or may become subject.

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Rest of the World Regulation

For other countries outside of the EU, United Kingdom and the United States, such as countries in Eastern Europe, Latin America or Asia, the requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary from country to country. Additionally, clinical trials must be conducted in accordance with cGCP requirements, ~~and~~ the applicable regulatory requirements and the ethical principles that have their origin in the Declaration of Helsinki. Failure to comply with applicable foreign laws and regulatory requirements may result in, among other things, fines, suspension or withdrawal of regulatory approvals, product recalls, seizure of products and operating restrictions.

Additional Laws and Regulations Governing International Operations

If we further expand our operations outside of the United States, we must dedicate additional resources to comply with numerous laws and regulations in each jurisdiction in which we plan to operate~~. The FCPA prohibits any U.S. individual or business from paying~~, offering, authorizing payment or offering of anything of value, directly or indirectly, to any foreign official, political party or candidate for the purpose of influencing any act or decision of the foreign entity in ~~order~~addition to ~~assist~~ the ~~individual or business in obtaining or retaining business. The~~ FCPA also obligates companies whose securities are listed in the United States to comply with certain accounting provisions requiring the company to maintain books and records that accurately and fairly reflect all transactions of the corporation, including international subsidiaries, and to devise and maintain an adequate system of internal accounting controls for international operations. Likewise, the UK Bribery Act of 2010 applies to companies that carry on all or part of their business in the UK, and prohibits bribing another person or being bribed, bribing a foreign public official with the intent to influence and obtain or retain business or an advantage, and failure by a commercial party to prevent bribery, including where the prohibited conduct or its effects occurred entirely outside the UK.

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as described above. For example, the UK Bribery Act of 2010 applies to companies that carry on all or part of their business in the UK, and prohibits bribing another person or being bribed, bribing a foreign public official with the intent to influence and obtain or retain business or an advantage, and failure by a commercial party to prevent bribery, including where the prohibited conduct or its effects occurred entirely outside the UK.

Compliance with the FCPA and anti-corruption and anti-bribery laws in other countries is expensive and difficult, particularly in countries in which corruption is a recognized problem. In addition, the FCPA presents particular challenges in the pharmaceutical industry because, in many countries, hospitals are operated by the government and doctors and other hospital employees are considered foreign officials. Certain payments to hospitals in connection with clinical trials and other work have been deemed to be improper payments to government officials and have led to FCPA enforcement actions.

Various laws, regulations and executive orders also restrict the use and dissemination outside of the United States, or the sharing with certain non-U.S. nationals, of information classified for national security purposes, as well as certain products and technical data relating to those products. If we expand our presence outside of the United States, it will require us to dedicate additional resources to comply with these laws, and these laws may preclude us from developing, manufacturing or selling certain products and product candidates outside of the United States, which could limit our growth potential and increase our development costs.

The failure to comply with laws governing international business practices may result in substantial civil and criminal penalties and suspension or debarment from government contracting. The ~~U.S. Securities and Exchange Commission, or~~ SEC, also may suspend or bar issuers from trading securities on U.S. exchanges for violations of the FCPA’s accounting provisions.

Coverage, Pricing and Reimbursement

In the United States and in foreign markets, sales of any products for which we receive regulatory approval for commercial sale will depend, in part, on the extent to which third-party payors provide coverage and establish adequate reimbursement levels for such products. In the United States, third-party payors include federal and state healthcare programs, private managed care providers, health insurers and other organizations. Adequate coverage and reimbursement from governmental healthcare programs, such as Medicare and Medicaid in the United States, and commercial payors are critical to new product acceptance.

Coverage and reimbursement by a third-party payor may depend upon a number of factors, including the third-party payor’s determination that use of a therapeutic is:

•a covered benefit under its health plan;

•safe, effective and medically necessary;

•appropriate for the specific patient;

•cost-effective; and

•neither experimental nor investigational.

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Coverage may also be more limited than the purposes for which the product is approved by the FDA or comparable foreign regulatory authorities. Reimbursement may impact the demand for, or the price of, any product for which we obtain regulatory approval.

Third-party payors are increasingly challenging the price, examining the medical necessity and reviewing the cost-effectiveness of medical products, therapies and services, in addition to questioning their safety and efficacy. Obtaining reimbursement for our products may be particularly difficult because of the higher prices often associated with branded drugs and drugs administered under the supervision of a physician. We may need to conduct expensive pharmacoeconomic studies in order to demonstrate the medical necessity and cost-effectiveness of our products. Obtaining coverage and reimbursement approval of a product from a government or other third-party payor is a time-consuming and costly process that could require us to provide to each payor supporting scientific, clinical and cost-effectiveness data for the use of our product on a payor-by-payor basis, with no assurance that coverage and adequate reimbursement will be obtained. A payor’s decision to provide coverage for a product does not imply that an adequate reimbursement rate will be approved. Adequate third-party reimbursement may not be available to enable us to maintain price levels sufficient to realize an appropriate return on our investment in product development. If reimbursement is not available or is available only at limited levels, we may not be able to successfully commercialize any product candidate that we successfully develop.

Different pricing and reimbursement schemes exist in other countries. In the EU, governments influence the price of pharmaceutical products through their pricing and reimbursement rules and control of national health care systems that fund a large part of the cost of those products to consumers. Some ~~jurisdictions~~EU ~~operate~~Member ~~positive~~States ~~and negative list systems under which products~~ may ~~only~~approve ~~be marketed once~~ a reimbursement price has been agreed. To obtain reimbursement or pricing approval, some of these countries may require the completion of clinical trials that compare the cost effectiveness of a particular product candidate to currently available therapies. Other member states allow companies to fix their own prices for medicines but monitor and control company profits. The downward pressure on health care costs has become intense. As a result, increasingly high barriers are being erected to the entry of new products. In addition, in some countries, cross-border imports from low-priced markets exert a commercial pressure on pricing within a country.

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specific price for a product, or they may instead adopt a system of direct or indirect controls on the profitability of the company placing the product on the market.

Some jurisdictions operate positive and negative list systems under which products may only be marketed once a reimbursement price has been agreed. In addition, to obtain reimbursement or pricing approval, some of these countries may require the completion of studies that compare the cost effectiveness of a particular product candidate to currently available therapies. This Health Technology Assessment, or HTA, process is the procedure according to which the assessment of the public health impact, therapeutic impact and the economic and societal impact of use of a given medicinal product in the national healthcare systems of the individual country is conducted. The outcome of HTA regarding specific medicinal products will often influence the pricing and reimbursement status granted to these medicinal products by the competent authorities of individual EU Member States. In December 2021, Regulation No 2021/2282 on Health Technology Assessment, or HTA Regulation, was adopted. The HTA Regulation is intended to boost cooperation among EU Member States in assessing health technologies, including new medicinal products, and providing the basis for cooperation at EU level for joint clinical assessments in these areas. When it enters into application in 2025, the HTA Regulation will be intended to harmonize the clinical benefit assessment of HTA across the European Union. In light of the fact that the United Kingdom has left the EU, Regulation No 2021/2282 on HTA will not apply in the United Kingdom. However, the MHRA is working with UK HTA bodies and other national organizations, such as the Scottish Medicines Consortium, or SMC, the National Institute for Health and Care Excellence, or NICE, and the All-Wales Medicines Strategy Group, to introduce new pathways supporting innovative approaches to the safe, timely and efficient development of medicinal products. Other member states allow companies to fix their own prices for medicines but monitor and control prescription volumes and issue guidance to physicians to limit prescriptions. The downward pressure on health care costs has become intense. As a result, increasingly high barriers are being erected to the entry of new products. In addition, in some countries, cross-border imports from low-priced markets exert a commercial pressure on pricing within a country.

The marketability of any product candidates for which we receive regulatory approval for commercial sale may suffer if the government and third-party payors fail to provide adequate coverage and reimbursement. In addition, emphasis on managed care, the increasing influence of health maintenance organizations and additional legislative changes in the United States have increased, and we expect will continue to increase, the pressure on healthcare pricing. The downward pressure on the rise in healthcare costs in general, particularly prescription medicines, medical devices and surgical procedures and other treatments, has become very intense. Coverage policies and third-party reimbursement rates may change at any time. Even if favorable coverage and reimbursement status is attained for one or more products for which we receive regulatory approval, less favorable coverage policies and reimbursement rates may be implemented in the future.

Before products become available to patients in the EEA, they are generally subject to decisions on pricing and reimbursement by the applicable authorities in aan ~~Member~~EEA ~~State~~country. Key criteria to determine the reimbursement status and pricing of a product may include the product’s therapeutic value, medical need, safety and cost effectiveness. Obtaining pricing and reimbursement approval of a product from a government is a time-consuming and costly process, and significant uncertainty exists as to the pricing and reimbursement status of any product candidates for which we may seek marketing approval in the EEA. Our ability to commercialize any such products successfully in the EEA will depend, in part, on the outcome of these decisions.

In many EU Member States periodically review their reimbursement procedures for medicinal products, which could have an adverse impact on reimbursement status. We expect that legislators, policymakers and healthcare insurance funds in the EU Member States will continue to propose and implement cost-containing measures, such as lower maximum prices, lower or lack of reimbursement coverage and incentives to use cheaper, usually generic, products as an alternative to branded products, and/or branded products available through parallel import to keep healthcare costs down. Moreover, in order to obtain reimbursement for our products in some European countries, including some EU Member States, we may be required to compile additional data comparing the cost-effectiveness of our products to other available therapies. Health Technology Assessment, or HTA, of medicinal products is becoming an increasingly common part of the pricing and reimbursement procedures in some EU Member States, including those representing the larger markets. The HTA process, which is currently governed by national laws in each EU Member State, is the procedure to assess therapeutic, economic and societal impact of a given medicinal product in the national healthcare systems of the individual country. The outcome of an HTA will often influence the pricing and reimbursement status granted to these medicinal products by the competent authorities of individual EU Member States. The extent to which pricing and reimbursement decisions are influenced

35Legislators, policymakers and healthcare insurance funds in the EU and the UK may continue to propose and implement cost-containing measures to keep healthcare costs down. These measures could include limitations on the prices we would be able to charge for product candidates that we may successfully develop and for which we may obtain regulatory approval or the level of reimbursement available for these products from governmental authorities or third-party payors. Further, an increasing number of EU and other foreign countries use prices for medicinal products established in other countries as “reference prices” to help determine the price of the product in their own territory. Consequently, a downward trend in prices of medicinal products in some countries could contribute to similar downward trends elsewhere.

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by the HTA of the specific medicinal product currently varies between EU Member States. In 2021 the European Union Parliament adopted the HTA regulation which, when it enters into application in 2025, will be intended to harmonize the clinical benefit assessment of HTA across the European Union. If we are unable to maintain favorable pricing and reimbursement status in EU Member States for product candidates that we may successfully develop and for which we may obtain regulatory approval, any anticipated revenue from and growth prospects for those products in the European Union could be negatively affected.

Legislators, policymakers and healthcare insurance funds in the EU and the UK may continue to propose and implement cost-containing measures to keep healthcare costs down; particularly due to the financial strain that the COVID-19 pandemic has placed on national healthcare systems. These measures could include limitations on the prices we would be able to charge for product candidates that we may successfully develop and for which we may obtain regulatory approval or the level of reimbursement available for these products from governmental authorities or third-party payors. Further, an increasing number of EU and other foreign countries use prices for medicinal products established in other countries as “reference prices” to help determine the price of the product in their own territory. Consequently, a downward trend in prices of medicinal products in some countries could contribute to similar downward trends elsewhere.

Healthcare Reform

In the United States and some foreign jurisdictions, there have been, and continue to be, several legislative and regulatory changes and proposed changes regarding the healthcare system that could prevent or delay marketing approval of product candidates, restrict or regulate post-approval activities and affect the ability to profitably sell product candidates for which marketing approval is obtained. Among policy makers and payors in the United States and elsewhere, there is significant interest in promoting changes in healthcare systems with the stated goals of containing healthcare costs, improving quality and/or expanding access. In the United States, the pharmaceutical industry has been a particular focus of these efforts and has been significantly affected by major legislative initiatives.

The ultimate content, timing or effect of any healthcare reform legislation on the U.S. healthcare industry is unclear. For example, on August 16, 2022, President Biden signed the Inflation Reduction Act of 2022, or the IRA, into law, which among other things, (1) directs the U.S. Department of Health and Human Services, or HHS, to negotiate the price of certain single-source drugs and biologics covered under Medicare and (2) imposes rebates under Medicare Part B and Medicare Part D to penalize price increases that outpace inflation. These provisions will take effect progressively starting in fiscal year 2023. On August 29, ~~although~~2023, ~~they~~HHS ~~may~~announced the list of the first ten drugs that will be subject to price negotiations, although the Medicare drug price negotiation program is currently subject to legal challenges. It is ~~currently~~ unclear how the IRA will be implemented but is likely to have a significant impact on the pharmaceutical industry.

Further, in March 2010, the ACA was signed into law and has substantially changed healthcare financing and delivery by both governmental and private insurers. Among the ACA provisions of importance to the pharmaceutical and biotechnology industries are those governing enrollment in federal healthcare programs, a new methodology by which rebates owed by manufacturers under the Medicaid Drug Rebate Program are calculated for drugs that are inhaled, infused, instilled, implanted or injected and annual fees based on pharmaceutical companies’ share of sales to federal healthcare programs.

There have been legal and political challenges to certain aspects of the ACA. For example, former President Trump signed several executive orders and other directives designed to delay, circumvent or loosen certain requirements mandated by the ACA. On June 17, 2021, the U.S. Supreme Court dismissed a challenge on procedural grounds that argued the ACA is unconstitutional in its entirety because the “individual mandate” was repealed by Congress. However, the ACA may be subject to judicial or Congressional challenges in the future. Additionally, on January 28, 2021, President Biden issued an executive order instructing certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare, including among others, reexamining Medicaid demonstration projects and waiver programs that include work requirements, and policies that create unnecessary barriers to obtaining access to health insurance coverage through Medicaid or the ACA. The IRA, among other things, extends enhanced subsidies for individuals purchasing health insurance coverage in ACA marketplaces through plan year 2025 and eliminates the “donut hole” under the Medicare Part D program beginning in 2025 by significantly lowering the beneficiary maximum out-of-pocket cost through a newly established manufacturer discount program.

We anticipate that the ACA, if substantially maintained in its current form, will continue to result in additional downward pressure on coverage and the price that we receive for any approved product, and could ~~seriously~~ harm our business. Any reduction in reimbursement from Medicare and other government programs may result in a similar reduction in payments from private payors. The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue, attain profitability or commercialize our products.

36Further legislation or regulation could be passed that could harm our business, financial condition and results of operations. Other legislative changes have been proposed and adopted since the ACA was enacted. Aggregate reductions to Medicare payments to providers of up to 2% per fiscal year, which went into effect beginning on April 1, 2013, will stay in effect through 2032 unless additional Congressional action is taken.

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~~healthcare~~sets ~~reforms~~out ~~may~~a ~~prevent~~variety usof potential legislative policies that Congress could pursue as well as potential administrative actions HHS can take to advance these principles. Further, the Biden administration released an additional executive order on October 14, 2022, directing HHS to submit a report on how the Center for Medicare and Medicaid Innovation can be further leveraged to test new models for lowering drug costs for Medicare and Medicaid beneficiaries. In response to the Biden administration’s October 2022 executive order, on February 14, 2023, HHS released a report outlining three new models for testing by the Centers for Medicare & Medicaid Services, or CMS, Innovation Center which will be evaluated on their ability to lower the cost of drugs, promote accessibility, and improve quality of care. It is unclear whether the models will be utilized in any health reform measures in the future. Further, on December 7, 2023, the Biden administration announced an initiative to control the price of prescription drugs through the use of march-in rights under the Bayh-Dole Act. On December 8, 2023, the National Institute of Standards and Technology published for comment a Draft Interagency Guidance Framework for Considering the Exercise of March-In Rights which for the first time includes the price of a product as one factor an agency can use when deciding to exercise march-in rights. While march-in rights have not previously been exercised, it is uncertain if that will continue under the new framework. It is unclear whether this executive order or similar policy initiatives will be implemented in the future. Individual states in the United States have also become increasingly active in passing legislation and implementing regulations designed to control pharmaceutical 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 ~~being~~other ~~able~~countries and bulk purchasing. For example, on January 5, 2024, the FDA approved Florida’s Section 804 Importation Program, or SIP, proposal to ~~generate~~import ~~revenue~~certain drugs from Canada for specific state healthcare programs. It is unclear how this program will be implemented, ~~attain~~including ~~profitability~~which drugs will be chosen, and whether it will be subject to legal challenges in the United States or ~~commercialize~~Canada. ~~our~~Other ~~products~~states have also submitted SIP proposals that are pending review by the FDA. Any such approved importation plans, when implemented, may result in lower drug prices for products covered by those programs.

Further legislation or regulation could be passed that could harm our business, financial condition and results of operations. Other legislative changes have been proposed and adopted since the ACA was enacted. Aggregate reductions to Medicare payments to providers of up to 2% per fiscal year, which went into effect beginning on April 1, 2013, will stay in effect through 2031 unless additional Congressional action is taken. Under current legislation. the actual reduction in Medicare payments will vary from 1% in 2022 to up to 4% in later years.

Additionally, there has been increasing legislative and enforcement interest in the United States with respect to specialty drug pricing practices. Specifically, there have been several U.S. Congressional inquiries, presidential executive orders and proposed and enacted federal legislation designed to, among other things, bring more transparency to drug pricing, reduce the cost of prescription drugs under Medicare, review the relationship between pricing and manufacturer-patient programs and reform government program reimbursement methodologies for drugs. For example, in July 2021, the Biden administration released an executive order, “Promoting Competition in the American Economy,” with multiple provisions aimed at prescription drugs. In response to President Biden’s executive order, on September 9, 2021, the United States Department of Health and Human Services, or HHS, released a Comprehensive Plan for Addressing High Drug Prices that outlines principles for drug pricing reform and sets out a variety of potential legislative policies that Congress could pursue as well as potential administrative actions HHS can take to advance these principles. Further, the Biden administration released an additional executive order on October 14, 2022, directing HHS to submit a report on how the Center for Medicare and Medicaid Innovation can be further leveraged to test new models for lowering drug costs for Medicare and Medicaid beneficiaries. It is unclear whether this executive order or similar policy initiatives will be implemented in the future. Individual states in the United States have also become increasingly active in passing legislation and implementing regulations designed to control pharmaceutical 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.

Human Capital

Our team of talented scientists and industry professionals is the foundation of our company and fuels our historical and prospective achievements for patients. We consider the intellectual capital of our employees to be an essential driver of our business and key to our future opportunities. As of December 31, ~~2022~~2023, we had ~~239~~138 employees, of which approximately ~~155~~97 (6570%) were engaged in R&D activities, 8952 hold Ph.D. and/or M.D. degrees and an additional 5231 hold a ~~masters~~master's or other ~~post-graduate~~postgraduate degree. Every NGM Bio team member plays a vital role in furthering our goals and impacting our progress towards fully realizing our mission to develop transformative therapies for patients.

To succeed in our mission, we must attract, recruit, retain, develop and motivate qualified clinical, nonclinical, scientific, manufacturing, regulatory, management and other personnel needed to support our business and operations. We recruit for talent in the biotechnology and pharmaceutical industry in the San Francisco Bay Area, which is in one of the most competitive and highest cost labor markets in the United States and periodically experiences higher turnover rates than other industries. For example, in 2022, we continued to experience a challenging recruiting environment with relative high rates of employees leaving the company to pursue other opportunities, particularly in the first three quarters of the year. This turnover was mitigated by a robust recruiting effort, including extensive efforts to source and interview a talented and diverse pipeline of candidates. We maintain a comprehensive dashboard of measurements, including recruitment productivity, diversity, equity and inclusion metrics, employee engagement scores, total rewards benchmarking, participation rates and satisfaction scores for internal training, turnover rates and exit interview results, to guide our human capital management efforts.

We believe that we can best address competitive challenges by enhancing the reputation of NGM Bio as a great place to work, which includes nurturing our workplace culture, providing competitive compensation and benefits programs and supporting employee career development and related management training. To that end, we continue to invest resources and energy into being an employer of choice – attracting and engaging individuals who are innovative, curious, driven, diligent, collaborative and of the highest integrity and ethics. Some of our key efforts in this area and management of our human capital assets generally are described here.

Compensation and Benefits

Our compensation philosophy is to provide pay and benefits that are competitive in the biotechnology and pharmaceutical industry where we compete for talent. We monitor our compensation programs closely and review them throughout the year to provide what we consider a very competitive mix of compensation and health, welfare and retirement benefits for all our employees. Our compensation package for all employees includes market-competitive base salaries, eligibility for annual performance bonuses and equity grants. Our benefits programs include company-sponsored medical, dental and vision health care coverage, life and AD&D insurance, a 401(k) plan with a matching employer contribution, paid time off and family leave and an employee stock purchase plan, among others benefits. Every year, we undertake a detailed review of our compensation by position and level and

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and retirement benefits for all our employees. Our compensation package for all employees includes market-competitive base salaries, eligibility for annual performance bonuses and equity grants. Our benefits programs include company-sponsored medical, dental and vision health care coverage, life and AD&D insurance, a 401(k) plan with a matching employer contribution, paid time off and family leave and an employee stock purchase plan, among others benefits. Every year, we undertake a detailed review of our compensation by position and level and make adjustments necessary to ensure that we continue to provide competitive compensation. Our hiring practices and annual compensation reviews are designed to ensure fairness in pay equity across gender and ethnicity among similar roles and responsibilities throughout our organization, after accounting for legitimate business factors that can explain differences, such as performance, time at grade level, education and tenure. InTo ~~conjunction~~comply with the California’s Pay Transparency law (SB 1162), beginning January 1, 2023, we ~~will~~ publish pay ranges in all job postings and we ~~are~~ proactively ~~providing~~provide existing employees with the salary range for their positions. In addition, our efforts extend beyond pay equity to include fairness in gender and ethnic representation at all levels in the organization.

Diversity, Equity and Inclusion

~~Our~~We ~~goal~~believe isthat ~~to have~~ a diverse, equitable and inclusive ~~workforce~~workplace ~~– not just because it~~ is ~~the right thing to do, but because we believe this is~~ key to our long-term success. As of December 31, ~~2022~~2023, NGM Bio employed ~~136~~79 women (57%) and ~~103~~59 men (43%), and 5985 (62%) of our employees ~~self-identify~~are as non-white, including 1015 (11%) that are from traditionally underrepresented groups. Our leadership, including employees at or above the vice president level and members of our board of directors, includes 4353% women and 2226% who ~~self-identify~~are as non-white. To champion our efforts in this area, a cross-functional team of employees continues to drive our diversity, equity and inclusion initiatives that have focused on awareness and understanding; diverse candidate pipelines; community outreach; advocacy and career advancement; and business impact. Our efforts, which began in 2020 with a focus on anti-Black racism, have included mandatory unconscious bias and discrimination training, an employee-led diversity page on our intranet updated monthly with fresh content, voluntary participation in a program to encourage allyship, guest speaker programs on ~~Diversity~~diversity, ~~Equity~~equity &and ~~Inclusion~~inclusion, or DEI, topics, and conducting a survey to understand employee sentiment around race-related issues to establish a baseline for tracking future progress. We implemented an internship program targeted to students from underrepresented minorities and adopted specific quantitative efforts to provide ~~the~~NGM ~~company~~Bio with a diverse candidate pipeline and more diverse interview panels. In addition to internal efforts, our research employees volunteer to teach elementary school students various topics in biology.

In 2022, we engaged an external consultant with expertise in DEI to help conduct an assessment to understand where improvements could be made in our culture to drive equitable outcomes and foster an inclusive environment, with a particular focus on women scientists. The assessment included cross-organizational interviews, focus group discussions, a detailed review of our policies, programs and business norms, an all-employee inclusion survey and a review of organizational diversity metrics to determine what are the barriers to success and advancement of women and underrepresented groups. The project identified three areas of action that are being shared across ~~the~~NGM ~~company~~Bio, and we ~~plan~~began toimplementing ~~begin to implement~~ the recommendations in 2023, conducting inclusive leadership training and developing inclusive meeting norms. In addition, we ~~supported~~support an employee-led ~~effort to develop our first~~ employee resource group, N-GAGE (NGM Gathers to Advance Gender Equity). Since its inception, N-GAGE has supported the DEI assessment, created community spaces for engagement and discussions on current topics disproportionately affecting women, and incubated a company-wide mentorship and professional enrichment program ~~starting with speed-mentoring events and guest speakers with a planned roll-out in 2023~~.

Communication and Engagement

We believe that part of what sets NGM Bio apart from other companies is our culture and, ~~in particular,~~ our focus on providing timely and transparent communications and creating a strong sense of belonging and inclusiveness. InWe ~~2022,~~engage ~~after~~in ~~nearly two years of the COVID-19 pandemic, we were able to reinstate~~ many ~~of the~~ traditions and celebrations that contribute to what makes NGM Bio a special place to work: monthly themed happy hours; weekly group lunch programs, often with employee-led lunch-and-learns with scientific and other updates of interest; quarterly all-hands' meetings; regular coffee chats or other gatherings for small groups with our CEO and other members of senior management; and events including a summer family picnic, Thanksgiving potluck and holiday white elephant party, among many others. We survey our employees each year to measure their level of engagement at NGM Bio. These surveys provide rich feedback each year that helps us to continue to grow our culture and strive to make NGM Bio a great place to work.

We survey our employees each year to measure their level of engagement at NGM. Our employee engagement scores have remained relatively steady over the past three years, despite the challenges we faced through the COVID-19 pandemic and disappointing clinical trial readouts. These surveys provide rich feedback each year that helps us to continue to grow our culture and make NGM a great place to work.

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Health, Wellness and Safety

InWe ~~addition~~continue to ~~specific~~offer ~~support~~services ~~relating~~ to ~~health and safety during the COVID-19 pandemic, we continue other activities that continue to~~ promote our employees' whole health and wellness, including an on-site gym, external support from our employee assistance program and mental wellness and health advocacy services.

None of our employees is subject to a collective bargaining agreement or represented by a trade or labor union. We consider our relations with our employees to be good.

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Corporate and Available Information

We were incorporated in Delaware in December 2007 and commenced operations in 2008. Our principal executive offices are located at 333 Oyster Point Blvd., South San Francisco, CA 94080-7014, and our telephone number is (650) 243-5555. Our website address is http://www.ngmbio.com.

We file with or furnish electronically ~~with~~to the ~~U.S. Securities and Exchange Commission, or the~~ SEC, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. We make copies of these reports available free of charge through the “SEC Filings” tab on the “Investors & Media” page of our website as soon as reasonably practicable after we file with or furnish them ~~with~~to the SEC.

Information contained on or accessible through our website is not incorporated into, and does not form a part of, this Annual Report or any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

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Item 1A. Risk Factors.

An investment in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below before deciding whether to make an investment decision with respect to our common stock. You should also refer to the other information contained in this Annual Report on Form 10-K, or Annual Report, including in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our consolidated financial statements and related notes, as well as our other filings with the U.S. Securities and Exchange Commission, or SEC. Our business, financial condition, results of operations, stock price and prospects could be materially and adversely affected by any of these risks or uncertainties. In any such case, the trading price of our common stock could decline, and you could lose all or part of your investment. We caution you that the risks, uncertainties and other factors referred to below and elsewhere in this Annual Report ~~on Form 10-K~~ may not contain all of the risks, uncertainties and other factors that may affect our future results and operations. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations and the market price of our common stock. Moreover, new risks will emerge from time to time. It is not possible for our management to predict all risks.

On February 25, 2024, we entered into an Agreement and Plan of Merger, or the Merger Agreement, with Atlas Neon Parent, Inc., or Parent, and Atlas Neon Merger Sub, Inc., a wholly-owned subsidiary of Parent, or Merger Sub. The Merger Agreement provides for, among other things, (i) the acquisition of the Company by Parent through a cash tender offer, or the Offer, by Merger Sub for each issued and outstanding share of our common stock for $1.55 per share, or the Offer Price, and (ii) the merger of Merger Sub with and into the Company, or the Merger, with the Company surviving the Merger. The Merger Agreement, the Offer and the Merger are described in more detail under “Pending Transactions Contemplated by the Merger Agreement” in Part I, Item 1 of this Annual Report.

If the Merger is effected, our common stock will be delisted from The Nasdaq Global Select Market and we will be privately held. During the pendency of the Merger, we may be subject to certain risks and uncertainties as more fully described below under the heading "Risks Related to the Offer and the Merger." If the Merger is not consummated for any reason, we will remain subject to the other risks and uncertainties described below.

Risks Related to the Offer and the Merger

The Offer and the Merger are subject to a number of conditions beyond our control. Failure to complete the Offer and the Merger within the expected time frame, or at all, could have a material adverse effect on our business, operating results, financial condition and our stock price.

The Offer and the Merger are subject to a number of conditions beyond our control, including: (i) that the number of shares of our common stock validly tendered and not validly withdrawn, represents at least a majority of our common stock then outstanding owned by the Unaffiliated Stockholders as of the expiration of the Offer; (ii) the accuracy of our representations and warranties contained in the Merger Agreement (subject to certain exceptions and qualifications described in the Merger Agreement and except, generally, for any inaccuracies that have not had a Company Material Adverse Effect (as defined in the Merger Agreement)); (iii) our performance in all material respects of its obligations under the Merger Agreement and (iv) the other conditions set forth in Exhibit A to the Merger Agreement. The obligations of Parent and Merger Sub to consummate the Offer and the Merger under the Merger Agreement are not subject to a financing condition.

We cannot predict whether or when the conditions to the Offer will be satisfied. If one or more of the conditions are not satisfied, and as a result, we do not complete the Offer and the Merger, we would remain liable for significant transaction costs, and the focus of our management would have been diverted from advancing our three key development opportunities, in each case without realizing any benefits of the Offer and the Merger. Any disruptions to our business resulting from the announcement and pendency of the Offer and the Merger, including any adverse changes in our relationships with our business partners, suppliers and employees, could continue or accelerate in the event that we fail to consummate the Offer and the Merger.

Our stock price may also fluctuate significantly based on announcements by Parent, other third parties, or us regarding the Offer and the Merger or based on market perceptions of the likelihood of the satisfaction of the Minimum Tender Condition (as defined in the Merger Agreement) or other conditions to the consummation of the Offer and the Merger outside of our control, such as a governmental entity enacting a legal restraint or prohibition that that prevents or prohibits the Offer or the Merger. Such announcements may lead to perceptions in the market that the Offer and the Merger may not be completed, which could cause our stock price to fluctuate or decline.

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If we do not consummate the Offer and the Merger, our stock price may decline significantly from the current market price, which may reflect a market assumption that the Offer and the Merger will be consummated.

The occurrence of any of these events could have a material adverse effect on our business, operating results and financial condition and could cause a decline in our stock price.

The Merger Agreement contains provisions that could discourage a potential competing acquirer.

The Merger Agreement provides that, upon the terms and subject to the conditions thereof, NGM and its representatives cannot directly or indirectly solicit, initiate or knowingly encourage or knowingly facilitate discussions with third parties regarding other proposals to acquire or combine with NGM, and we are subject to restrictions on our ability to respond to any such proposal. In the event that we receive an acquisition proposal from a third party, we must notify Parent of such proposal and negotiate in good faith with Parent prior to terminating the Merger Agreement or effecting a change in the recommendation of our Board and the Special Committee of the Board to our stockholders with respect to the Offer and Merger. The Merger Agreement also contains certain termination rights for Parent and us and further provides that, upon termination of the Merger Agreement under specified circumstances, including certain terminations in connection with an alternative business combination transaction as permitted by the terms of the Merger Agreement, we will be required to pay Parent a termination fee of $2.0 million. These provisions could discourage a potential third-party acquirer that might have an interest in acquiring all or a significant portion of our common stock from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the Offer Price proposed to be received or realized in the transaction. These provisions also might result in a potential third-party acquirer proposing to pay a lower price to our stockholders than it might otherwise have proposed to pay due to the added expense of the termination fee that may become payable in certain circumstances. If the Merger Agreement is terminated and we determine to seek another business combination, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Offer and Merger.

While the Offer and the Merger are pending, we are subject to business uncertainties and contractual restrictions that limit our ability to pursue financing or BD Arrangements and could disrupt our business, and the Offer and the Merger may impair our ability to attract and retain qualified employees or retain and maintain relationships with our suppliers and other business partners.

Whether or not the Offer and the Merger are consummated, the Offer and the Merger may disrupt our current plans and operations, which could have an adverse effect on our business and financial condition. The pendency of the Offer and the Merger will also divert much of management’s attention and our resources from addressing ongoing financing needs and may divert management's attention and resources from our ongoing business and operations and our employees. In addition, the pending Offer and the Merger, as well as the related prior public announcement by The Column Group, LP of its intent to explore and evaluate a potential acquisition of the Company, makes it more difficult to retain qualified employees while the Offer and the Merger are pending or in the event that we are unable to consummate the Offer or the Merger within the expected time frames or at all. If key personnel depart because of such uncertainties, our business and results of operations may be adversely affected.

In addition, pending consummation of the Offer and the Merger, the Merger Agreement generally requires us to operate in the ordinary course of business consistent with past practice and restricts us from taking certain actions with respect to our business and financial affairs without Parent’s consent. Such restrictions will be in place until either the Offer and the Merger are consummated or the Merger Agreement is terminated. These restrictions could restrict our ability to pursue or prevent us from pursuing attractive business or fundraising opportunities (if any) that arise prior to the consummation of the Offer and the Merger. For example, our ability to raise additional capital through the issuance of equity securities, incur indebtedness or pursue collaboration, out-licensing, partnership or other business development arrangements, or BD Arrangements, are generally restricted without Parent’s consent during the pendency of the Offer and the Merger. For these and other reasons, the pendency of the Offer and the Merger could adversely affect our business, operating results and financial condition.

As a clinical stage biotechnology company, our operations consume substantial amounts of cash, and we need significant additional capital to finance our operations and pursue our strategy. During the pendency of the Merger, restrictions on our ability to deploy our cash resources or raise additional cash could impede the progress of our clinical programs. These restrictions will remain in place until the consummation or earlier termination of the Merger Agreement. As a result, we may be subject to these restrictions until June 15, 2024, which is the date after which we or Parent may terminate the Merger Agreement if the Merger has not already occurred, or later, should we and the Parent choose not to terminate the Merger Agreement at such time. In addition, if the Merger is not consummated, we may face increased difficulties raising capital and may need to significantly delay, scale back or

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discontinue development of, or abandon some or all of, our product candidates, or scale back or discontinue our discovery research efforts.

Stockholder litigation could prevent or delay the consummation of the Offer and the Merger or otherwise negatively impact our business, operating results and financial condition.

We may incur additional costs in connection with the defense or settlement of any future stockholder litigation in connection with the Offer and the Merger. Any such future litigation may adversely affect our ability to complete the Offer and the Merger. We could incur significant costs in connection with any such litigation, including costs associated with the indemnification of our directors and officers. Furthermore, one of the conditions to the consummation of the Offer and the Merger is the Legal Restraints condition (as defined in the Merger Agreement), such as, for example, if there is a legal prohibition imposed by a governmental entity preventing or prohibiting the consummation of the Merger then in effect. Consequently, if a plaintiff were to secure injunctive or other relief prohibiting, delaying or otherwise adversely affecting our ability to complete the consummation of the Offer and the Merger, then such injunctive or other relief may prevent the consummation of the Offer or the Merger within the expected time frames or at all.

We may become involved in securities class action litigation due to the Offer and the Merger that could divert management’s attention and harm our business, and adversely affect our ability to consummate the Offer and the Merger within the expected time frame or at all.

In the past, securities class action litigation has often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, or the announcement of negative events, such as negative results from clinical trials. These events may also result in investigations by the SEC. We may be subject to such litigation or investigation even if no wrongdoing has occurred. Litigation and investigations are usually expensive and divert management’s attention and resources, which could adversely affect our business and cash resources and our ability to consummate the Offer and the Merger within the expected time frame or at all.

Our executive officers and directors may have interests in the Offer and the Merger that are different from, or in addition to, those of our stockholders generally.

Our executive officers and directors may have interests in the Offer and the Merger that are different from, or are in addition to, those of our stockholders generally, including the acceleration of equity awards in connection with the Merger and potential severance payments. Such interests of our directors and executive officers are set forth in further detail in the Schedule 14D-9 filed by NGM with the SEC on March 8, 2024.

In particular, David V. Goeddel, Ph.D. and William J. Rieflin entered into the Rollover Agreement (as defined in the Merger Agreement) on the date of the Merger Agreement, and David J. Woodhouse, Ph.D. entered into a joinder to the Rollover Agreement on March 6, 2024. Dr. Goeddel is a Managing Partner of The Column Group and our lead independent director. Mr. Rieflin is the Non-executive Chairman of our board of directors. Dr. Woodhouse is our Chief Executive Officer and a member of our board of directors. In addition, Roger M. Perlmutter, M.D., Ph.D., a member of our board of directors, is a Science Partner with The Column Group. The interests of Dr. Goeddel, Dr. Perlmutter, Mr. Rieflin and Dr. Woodhouse may not coincide with the interests of our other stockholders, particularly as it relates to The Column Group, the Offer and the Merger.

We have incurred, and will continue to incur, direct and indirect costs as a result of the Offer and the Merger.

We have incurred, and will continue to incur, significant costs and expenses, including fees for professional services and other transaction costs, in connection with the Offer and the Merger, including costs that we may not currently expect. We must pay substantially all of these costs and expenses whether or not the transaction is completed. If the Merger Agreement is terminated under specified circumstances, including certain terminations in connection with a Superior Company Proposal transaction (as defined in the Merger Agreement), we will be required to pay to Parent a termination fee equal to $2.0 million.

Risks Related to Our Financial Condition and Capital Needs

We have incurred net losses every year since our inception and have no meaningful source of ~~product~~ revenue. We expect to continue to incur significant operating losses and may never become profitable.

We have no products approved for commercial sale and have not generated any revenue from product sales to date. As a result, we are not profitable and have incurred losses in each year since commencing operations. Our net losses were $162.7 million, $120.3 million and $102.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, we had an accumulated deficit of $581.6 million.

We expect to continue to incur significant research and development, or R&D, and other expenses related to our ongoing operations for the foreseeable future, particularly to fund R&D of, and seek regulatory approvals for, our product candidates. We incurred substantial net operating losses in 2022 and expect to continue to incur significant operating losses in 2023 and over the next several years as our research, development, manufacturing, preclinical studies, clinical trial and related activities increase. We expect our accumulated deficit will also increase in future periods. The size of our future net losses will depend, in part, on the amount of our expenses and our ability to generate revenue. All of our revenue from recent periods has been provided under our collaboration with Merck Sharp & Dohme LLC, or Merck, under the amended and restated research collaboration, product development and license agreement we entered into with Merck on June 30, 2021, or the Amended Collaboration Agreement. That revenue will be substantially lower in 2023 than in 2022 and prior years and minimal thereafter. See the risk factor titled “All of our revenue for recent periods has been received from a single collaboration partner, and that revenue will be substantially lower going forward as compared to historical periods.” 41

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operations. Our net losses were $142.4 million, $162.7 million and $120.3 million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, we had an accumulated deficit of $724.0 million.

We expect to continue to incur significant research and development, or R&D, and other expenses related to our ongoing operations for the foreseeable future, particularly to fund R&D of, and, if warranted, to seek regulatory approvals for, our product candidates. We incurred substantial net operating losses in 2023 and expect to continue to incur significant operating losses in 2024 and over the next several years as our research, development, manufacturing, preclinical studies, clinical trial and related activities continue. We expect our accumulated deficit will also increase in future periods. The size of our future net losses will depend, in part, on the amount of our expenses and our ability to generate revenue. In this regard, we will receive minimal funding from Merck Sharp & Dohme LLC, or Merck, through the first half of 2024 under the amended and restated research collaboration, product development and license agreement we entered into with Merck on June 30, 2021, or the Amended Collaboration Agreement, and we do not expect any funding thereafter from Merck. Accordingly, the Amended Collaboration Agreement is no longer a source of any meaningful revenue for us and we otherwise have no alternative sources of revenue in place.

Our prior losses and expected future losses have had and will continue to have an adverse effect on our stockholders’ equity and working capital.

In addition, we will not be able to generate product revenue unless and until one of our product candidates successfully completes clinical trials, receives regulatory approval and is successfully commercialized. As our most advanced product ~~candidates~~candidate ~~are~~within inour ~~Phase~~key 2priorities ~~trials~~for orclinical indevelopment ~~earlier~~is ~~stages~~only ofin Phase 2 development, we do not expect to receive product revenue from our product candidates for a number of years, if ever.

Our ability to generate any product revenue from our current or future product candidates also depends on a number of additional factors, including our ability or the ability of any potential future third-party partner to:

•successfully complete research and clinical development of current and future product candidates and obtain regulatory approval for those product candidates;

•establish and maintain supply and manufacturing relationships with third parties, and ensure adequate, scaled up and legally compliant manufacturing of bulk drug substances and drug products to maintain sufficient supply;

•launch and commercialize any product candidates for which marketing approval is obtained, if any, and, if launched independently by us without a partner, successfully establish a sales force and marketing and distribution infrastructure;;

•demonstrate the necessary safety data (and, if accelerated approval is obtained, verify the clinical benefit) post-approval to ensure continued regulatory approval;

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•obtain coverage and adequate product reimbursement from third-party payors, including government payors, for any approved products;

•achieve market acceptance for any approved products;

•establish, maintain, protect and enforce our intellectual property rights; and

•attract, hire and retain qualified personnel.

Because of the numerous risks and uncertainties associated with pharmaceutical product development, including that our product candidates may not advance through development or be approved for commercial sale, we are unable to predict if or when we will generate product revenue or achieve or maintain profitability.

Even if we successfully complete development and regulatory processes for any product candidates that we take forward, we anticipate incurring significant costs associated with launching and commercializing any approved products. If we fail to become profitable or do not sustain profitability on a continuing basis, we may be unable to continue our operations at planned levels and be forced to reduce or cease our operations.

~~All~~We ofhave ~~our~~minimal ~~revenue~~committed external funding for ~~recent~~our ~~periods~~development ~~has~~efforts ~~been~~and ~~received~~will ~~from~~need ato ~~single~~rely ~~collaboration~~on ~~partner,~~our ~~and~~own ~~that~~financial ~~revenue~~resources ~~will~~and beour ~~substantially~~ability ~~lower~~to ~~going~~raise ~~forward~~additional ascapital ~~compared~~in order to ~~historical~~further ~~periods~~our development efforts.

We do not have any committed external source of funds, other than pursuant to ~~our~~the ~~collaboration~~Amended ~~with~~Collaboration ~~Merck,~~Agreement ~~which has provided us~~ with ~~substantial~~Merck. ~~financial~~Under ~~support~~the ~~since~~Amended ~~2015.~~Collaboration ~~However~~Agreement, asthe ~~described~~research ~~under~~program ~~“Management’s~~term ~~Discussion~~for ~~and~~certain ~~Analysis~~minimal ofcardiovascular ~~Financial~~or ~~Condition and Results of Operations—Overview of Our Business—Licensing and Collaboration Updates” in Part II~~metabolic-, ~~Item~~or ~~7 of this Annual Report on Form 10~~CVM-K, inrelated ~~2023~~programs ~~the~~will ~~R&D~~continue ~~funding~~through weMarch ~~receive~~31, ~~from~~2024, ~~Merck~~unless ~~under~~ the ~~collaboration~~parties ~~will~~mutually beagree ~~substantially~~to ~~lower~~extend ~~on an annual basis than~~ the research ~~funding~~program ~~previously~~term ~~provided~~through byMarch ~~Merck. In this regard~~31, ~~for the period that started on January 1~~2026, ~~2023~~in ~~and~~which ~~ends~~case onMerck ~~March~~would ~~31,~~provide ~~2024,~~up ~~we expect~~ to ~~receive~~a ~~funding~~total of ~~approximately~~ $1320.0 million in ~~the~~R&D ~~aggregate~~funding ~~from~~during ~~Merck for~~ the ~~ongoing~~additional ~~activities~~two ~~under~~years ~~the~~of ~~Amended Collaboration Agreement and for certain costs and reimbursements related to~~ the ~~NGM621~~CVM program. ~~Funding~~research ~~from Merck after December 31, 2023 is expected to be minimal.~~

In any event, we need to devote a substantial amount of our own financial resources to our R&D programs, particularly with respect to our wholly-owned programs that now include all of our ophthalmology programs and, as described below, once Merck's termination of its license with respect to MK-3655 is effective, MK-3655 (NGM313). In addition, our funding requirements would increase for any preclinical programs that remain within the scope of the collaboration in the event Merck does not elect to license these programs and we decide to continue them, in the event Merck elects to terminate its license to any program it licenses and we decide to continue it or in the event we opt to co-develop any Merck-licensed programs. For example, as a result of Merck’s decision not to exercise its option to license NGM621 and its related compounds, as described below, NGM621 and its related compounds are now wholly-owned by us. Further development of NGM621 is primarily dependent on our ability to secure potential future collaboration, out licensing, partnering or other business development arrangements, or BD Arrangements, with third-party partners and, in the absence of such BD Arrangements, we are unlikely to be able to advance development of NGM621 unless our portfolio prioritization changes and we have access to the necessary capital to fund such development. In addition, as a result of Merck's decision to terminate its license to MK-3655 and its related compounds, once the termination is effective, the license rights granted to Merck in 2018 with respect to MK-3655 will revert to us and the program will become wholly-owned by us. Further development of MK-3655, once the termination is effective, is also primarily dependent on our ability to secure potential future BD Arrangements and, in the absence of such BD Arrangements, we are unlikely to be able to advance development of MK-3655 unless our portfolio prioritization changes and we have access to the necessary capital to fund such development. 42

Other than our Amended Collaboration Agreement with Merck, which is limited in scope and duration, and may be unilaterally terminated by Merck under certain circumstances, we are not party to any agreements that could provide us with future revenue. Accordingly, we will need to raise significant additional capital and we will need to enter into additional partnering arrangements in order to proceed with development through regulatory approval and commercialization of our current and potential future product candidates. Neither may be possible and, as a result, if adequate funds are not available when we need them, we may need to significantly delay, scale back or discontinue development of or abandon some or all of our product candidates or scale back or discontinue discovery efforts, which could have a material adverse effect on our business, operating results and prospects, or we may be required to cease operations altogether.

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Weprogram ~~will~~term. ~~need~~We ~~significant~~do ~~additional~~not ~~capital~~expect tothe ~~proceed~~research ~~with~~program ~~development~~term ~~and~~will ~~commercialization~~be ~~of our current and potential future product candidates and our other operations~~extended. We ~~may~~expect ~~not~~to bereceive ~~able~~minimal tofunding ~~access~~from ~~sufficient~~Merck ~~capital~~in onthe ~~acceptable~~first ~~terms,~~half ifof at2024 ~~all,~~ and, ~~as a result,~~ we ~~may~~do benot ~~required~~expect toany ~~delay,~~funding ~~scale~~at ~~back~~all orfrom ~~discontinue~~Merck ~~development of such product candidates or other operations~~thereafter.

AsOther anthan our Amended Collaboration Agreement with Merck, we are not party to any agreements that could provide us with future revenue. Accordingly, we will need to devote a substantial amount of our own financial resources to our R&D ~~company~~programs. As a result, in order to advance our ~~operations~~current ~~have~~and ~~consumed~~potential ~~substantial~~future ~~amounts~~product ofcandidates ~~cash~~through ~~since~~development ~~inception,~~and to regulatory approval and commercialization, we ~~will~~need ~~require~~to ~~substantial~~raise significant additional capital and/or we will need to ~~finance~~enter into BD Arrangements to obtain funding or other resources for one or more of our ~~operations~~wholly-owned programs. Neither may be possible and, ~~pursue~~as a result, we may need to significantly delay, scale back or discontinue development of or abandon some or all of our ~~strategy~~product candidates, ~~both~~or scale back or discontinue our discovery research efforts, any of which could have a material adverse effect on our business, operating results and prospects, or we may be required to cease operations altogether. For example, we will need to raise significant additional capital in order to conduct any potential registrational trial of aldafermin in primary sclerosing cholangitis, or PSC. In addition, clinical development of NGM707 beyond completing the ~~short~~Phase ~~and~~1 Part 1b cohort, including initiating additional cohorts, which may include MSS CRC patients, will require us to obtain the ~~long~~additional ~~term~~capital necessary to conduct such development. Moreover, further development of certain of our product candidates, such as NGM438, NGM831, NGM621 and NGM313, is dependent on our ability to secure future BD Arrangements and, in the ~~amount~~absence of ~~funding~~such BD Arrangements, we ~~will~~are ~~need~~unlikely ~~depends~~to onadvance ~~many~~development ~~factors,~~of ~~including:~~such product candidates unless our portfolio prioritization changes and we are able to secure the additional capital necessary to fund such development.

~~•the~~We ~~initiation,~~need ~~progress,~~significant ~~timing,~~additional ~~delays,~~capital ~~costs~~to proceed with development and ~~results~~commercialization of ~~preclinical~~our ~~studies~~current and ~~clinical~~potential ~~trials~~future ~~for~~product candidates and our ~~current~~other operations. We may not be able to access sufficient capital on acceptable terms, if at all, and, ~~future~~as a result, we may need to significantly delay, scale back or discontinue development of or abandon some or all of our product candidates;, or scale back or discontinue our discovery research efforts, any of which could have a material adverse effect on our business, operating results and prospects, or we may be required to cease operations altogether.

Our operations have consumed substantial amounts of cash since inception, and we need substantial additional capital to finance our operations and pursue our strategy, both in the short and the long term, and the amount of funding we will need depends on many factors, including:

•the initiation, progress, timing, delays, costs and results of preclinical studies and clinical trials for our current and future product candidates;

•the outcome, timing and cost of seeking and obtaining regulatory approvals from the United States Food and Drug Administration, or FDA, and comparable foreign health authorities, including the potential for such authorities to require that we perform more studies than those that we currently expect or to change their requirements on studies that had previously been agreed to;

•the cost to establish, maintain, expand, enforce and defend the scope of our intellectual property portfolio, including the amount and timing of any payments we may be required to make, or that we may receive, in connection with licensing, preparing, filing, prosecuting, defending and enforcing any patents or other intellectual property rights;;

•the cost and timing of selecting, auditing and potentially validating a manufacturing site for later-stage clinical and commercial-scale manufacturing; ;

•the effect of products that may compete with our product candidates or other market developments;;

•market acceptance of any approved product candidates, including product pricing and product reimbursement by third-party payors;;

•whether Merck exercises its option to license any preclinical candidates ~~that~~from ~~remain~~our ~~within~~CVM-related ~~the~~programs ~~scope of the collaboration~~ at the license option exercise point as specified in the Amended Collaboration Agreement for each such candidate;, which we do not expect Merck to do;

•whether Merck terminates the research ~~phase~~program term of the collaboration under pre-specified circumstances set forth in the Amended Collaboration Agreement or terminates aany ~~program~~future ~~that it has~~ licensed program, such as ~~its~~Merck's decision to terminate its license for ~~MK-3655~~NGM313 and its related compounds;;

•the cost of potentially acquiring, licensing or investing in additional businesses, products, product candidates and technologies;; and

•the cost of establishing sales, marketing and distribution capabilities for any of our product candidates for which we may receive regulatory approval and that we determine to commercialize ourselves or in collaboration with partners.

We believe that our existing cash, cash equivalents and short-term marketable securities will be sufficient to fund our operations for at least the twelve months from the date of filing of this Annual Report on Form 10-K. Moreover, based on our current development plans and related assumptions, we believe our current cash position is sufficient to fund our key solid tumor oncology programs through generation of proof-of-concept data. We have based these estimates on plans and assumptions that may prove to be insufficient or inaccurate (for example, with respect to anticipated costs, timing or success of certain activities), and we could utilize our available capital resources sooner than we currently expect. In addition, our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially as a result of a number of factors, including the factors discussed elsewhere in this “Risk Factors” section.

We plan to finance our future cash needs through public or private equity or debt offerings, including under the Open Market Sale AgreementSM, or the Sales Agreement, we entered into with Jefferies LLC in June 2020, BD Arrangements or a combination of these potential financing sources. Additional capital may not be available in sufficient amounts, on reasonable terms or when we need it, if at all. While the long-term economic impact of either the COVID-19 pandemic or the conflict between Russia and Ukraine is difficult to assess or predict, each of these events has caused significant disruptions to the global financial markets and contributed to a general global economic slowdown. Furthermore, inflation rates, particularly in the United States and the U.K., have increased recently to levels not seen in decades. Increased inflation may result in increased operating costs (including labor costs) and may affect our operating budgets. In addition, the U.S. Federal Reserve has raised, and is expected to further raise, interest rates in response to concerns about inflation. Increases in interest rates, especially if coupled with reduced government spending and volatility in financial markets, may further increase economic uncertainty

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and heighten these risks. If the financial market disruptions and economic slowdown deepen or persist, we may not be able to access additional capital on favorable terms, or at all, which could in the future negatively affect our financial condition and our ability to pursue our business strategy.

If adequate funds are not available from public or private equity or debt offerings on acceptable terms when needed, in order to continue the development of product candidates outside of the scope of the collaboration with Merck we may need to:

•seek strategic alliances for R&D programs when we otherwise would not, at an earlier stage than we would otherwise desire or on terms less favorable than might otherwise be available; or

•enter into BD Arrangements that could require us to relinquish, or license, on potentially unfavorable terms, our rights to intellectual property, product candidates or products that we otherwise would develop or seek to commercialize ourselves.

In this regard, due to the need to conserve capital and prioritize focused execution, we are actively seeking, or intend to seek, BD Arrangements with third-party partners with sufficient resources and relevant domain expertise in order to further the clinical development, if any, of NGM621, aldafermin, NGM936 and, once termination of Merck's license is effective, MK-3655. Further development of these programs, which are in therapeutic areas where clinical development is relatively resource intensive and can have long timelines to generate proof-of-concept data, is primarily dependent on our ability to secure potential future BD Arrangements. However, we may not be able to enter into such BD Arrangements on acceptable terms, if at all. We face significant competition in seeking appropriate partners. Whether we reach a definitive agreement for a BD Arrangement will depend, among other things, upon the potential partner’s evaluation of the subject product candidate and its market opportunity, our assessment of the partner’s resources and expertise and the terms and conditions of the potential BD Arrangement. In the absence of such BD Arrangements for these programs, we are unlikely to be able to advance their development unless our portfolio prioritization changes and we have access to the necessary capital to fund such development.

We are also restricted under our existing Amended Collaboration Agreement with Merck, and may be restricted under future BD Arrangements, from entering into additional agreements on certain terms with potential partners. For example, under the current terms of the Amended Collaboration Agreement, we may not directly or indirectly research, develop, manufacture or commercialize, except pursuant to the Amended Collaboration Agreement, any medicine or product candidate that modulates a target then subject to the collaboration with specified activity. In addition, under the Amended Collaboration Agreement, we are prohibited from, directly or indirectly, researching, developing or commercializing any product for the treatment of heart failure with preserved ejection fraction, or HFpEF, during the research phase for the CVM-related programs.

We may not be able to raise adequate additional capital or negotiate potential future BD Arrangements on a timely basis, on acceptable terms or at all. If we are unable to do so, we may need to significantly delay, scale back or discontinue development of or abandon some or all of our product candidates, or scale back or discontinue discovery research efforts, which could have a material adverse effect on our business, operating results and prospects, or we may be required to cease operations altogether.

Raising additional capital may cause dilution to our existing stockholders, lead to restrictions on our operations or require us to relinquish rights to our product candidates or intellectual property.

If we raise additional funds by issuing equity securities, our stockholders may experience dilution. Debt financing, if available, may involve restrictive covenants. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. Our ability to raise capital may be adversely impacted by the trading prices of our common stock following the announcement in October 2022 that the CATALINA trial did not meet its primary endpoint. Furthermore, any securities that we may issue may have rights senior to those of our common stock and could contain covenants or protective rights that would lead to restrictions on our operations and potentially impair our competitiveness, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business.

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~~Risks~~At ~~Related~~December 31, 2023, we had $144.2 million in cash, cash equivalents and short-term marketable securities. We believe that our existing cash, cash equivalents and short-term marketable securities will be sufficient to ~~Our~~fund ~~Dependence~~our operations for at least one year from the date this Annual Report is filed. We have based these estimates on ~~Third~~plans ~~Parties~~and assumptions that may prove to be insufficient or inaccurate (for example, with respect to anticipated costs, timing or success of certain activities), and we could utilize our available capital resources sooner than we currently expect. These estimates do not include entering into BD Arrangements or receiving funds through debt or equity financing activities and, as a result, unless we significantly lower our use of cash, we may no longer have sufficient cash, cash equivalents and short-term marketable securities to fund our operations for more than one year at the end of future reporting periods. In addition, our forecast of the time period through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially as a result of a number of factors, including the factors discussed elsewhere in this “Risk Factors” section.

~~Funding~~Additionally, ~~from~~in ~~Merck~~July ~~under~~2022, we entered into an operating lease agreement, or the ~~collaboration~~2024 ~~after~~Lease Agreement, for our existing corporate office and laboratory space at 333 Oyster Point Boulevard, South San Francisco, California. The initial term of the 2024 Lease Agreement commenced on January 1, 2024 and expires on December 31, ~~2023~~2033. isWe ~~expected~~do not expect to befully ~~minimal~~occupy our existing space for the foreseeable future, ~~and~~which wecould ~~may~~negatively ~~never~~impact ~~realize~~our ~~the~~financial ~~anticipated~~results ~~benefits~~given tothe usfixed ofcosts associated with the ~~collaboration~~lease.

AsOn ~~described~~June in7, ~~more~~2023, ~~detail~~we ~~under~~entered ~~“Business—Licensing~~into ~~and~~Amendment ~~Collaboration~~No. ~~Arrangements—Merck~~1, ~~Collaboration”~~or inthe ~~Part I~~Amendment, ~~Item~~to 1the ofOpen ~~this~~Market ~~Annual~~Sales ~~Report~~AgreementSM, onor ~~Form~~the ~~10-K~~Sales ~~and~~Agreement, ~~under~~with ~~“Management’s~~Jefferies ~~Discussion~~LLC, ~~and~~or ~~Analysis~~Jefferies, ~~of Financial Condition~~ and ~~Results~~we ofrefer ~~Operations—Overview~~to ofthe ~~Our~~Sales ~~Business—Business~~Agreement ~~Development~~as ~~and~~amended ~~Merck~~as ~~Collaboration~~the ~~Updates”~~Amended inSales ~~Part~~Agreement. ~~II,~~In ~~Item~~connection 7with ofthe ~~this Annual Report on Form 10-K~~Amendment, ~~our~~we ~~continuing~~filed ~~Merck collaboration involves~~ a ~~complex~~new ~~allocation~~shelf ofregistration ~~rights,~~statement ~~provides~~on ~~for~~Form ~~certain~~S-3 ~~limited R&D funding and, for remaining collaboration preclinical candidates for~~ which ~~Merck~~the ~~exercises~~SEC ~~its~~declared ~~license~~effective ~~option,~~on ifAugust ~~any~~4, ~~provides~~2023. usThe ~~with~~Amended ~~either~~Sales ~~milestone~~Agreement ~~payments~~provides ~~based~~for on the ~~achievement~~issuance ~~of specified clinical development, regulatory~~ and ~~commercial~~sales ~~milestones~~of ~~and~~shares ~~royalty-based~~of ~~revenue~~our ifcommon ~~certain~~stock ~~product~~having ~~candidates~~an ~~are~~aggregate ~~successfully~~offering ~~commercialized~~price orof aup ~~cost and profit share arrangement with the possibility that we would provide sales representatives~~ to ~~co-detail~~$100.0 million ~~the~~through ~~product~~or ~~candidates that Merck elects~~ to ~~advance in the United States~~Jefferies.

~~The~~We ~~level~~plan ofto ~~R&D~~finance ~~funding~~our wefuture ~~expect~~cash toneeds ~~receive~~through ~~from~~public ~~Merck~~or ~~will~~private equity or debt offerings, including under the Amended Sales Agreement, BD Arrangements or a combination of these potential financing sources. Additional capital may not be ~~limited~~available ~~and~~in ~~substantially~~sufficient ~~lower~~amounts, on anreasonable ~~annual~~terms ~~basis~~or ~~than~~when ~~the~~we ~~funding~~need ~~previously~~it, ~~provided~~if byat ~~Merck~~all. InThe ~~this~~global ~~regard~~economy, ~~for~~including ~~the~~credit ~~period~~and ~~that~~financial ~~started~~markets, onhas ~~January~~experienced 1extreme volatility and disruptions, ~~2023~~including, among other things, severely diminished liquidity and ~~ends~~credit onavailability, ~~March~~declines 31in economic growth, ~~2024~~supply chain shortages and disruptions, weincreases ~~expect~~in toinflation ~~receive~~rates, ~~funding~~elevated ofinterest ~~approximately~~rates ~~$13~~and uncertainty about economic stability.0 ~~million~~Increased inflation may result in ~~the~~increased ~~aggregate~~operating ~~from~~costs ~~Merck~~(including ~~for~~labor ~~the~~costs) ~~ongoing~~and ~~activities~~may ~~under~~affect our operating budgets. In addition, the ~~Amended~~U.S. ~~Collaboration~~Federal ~~Agreement~~Reserve has raised, and ~~for~~may ~~certain~~further ~~costs~~raise, ~~and~~interest ~~reimbursements~~rates ~~related~~in response to ~~the~~concerns ~~NGM621~~about ~~program~~inflation. ~~Funding~~Elevated ~~from~~interest ~~Merck~~rates, ~~after~~especially ~~December~~if 31coupled with reduced government spending and volatility in financial markets, ~~2023~~may isfurther increase economic uncertainty and heighten these risks. Additionally, public health crises and ongoing global geopolitical conflicts have created extreme volatility in the global capital markets and are expected to behave ~~minimal.~~further global economic consequences, including disruptions of the global supply chain and energy markets.

InMoreover, ~~addition~~the closures of Silicon Valley Bank, or SVB, and other banks in ~~January~~early 2023, have resulted in broader financial institution liquidity risk and concerns. Although we ~~announced~~incurred ~~that~~no ~~Merck~~losses ~~notified~~as usa result of ~~its~~the ~~decision~~closure of SVB or other banks, future adverse developments with respect to ~~terminate~~specific financial institutions or the ~~Phase~~broader 2bfinancial ~~trial~~services ofindustry MKmay lead to market-~~3655~~wide inliquidity ~~patients~~shortages ~~with~~that ~~nonalcoholic~~could ~~steatohepatitis,~~materially orharm ~~NASH,~~our business and ~~liver~~financial ~~fibrosis~~condition. ~~stage~~In 2this orregard, 3we continue to maintain our cash at SVB and other banks, oroften ~~F2/F3~~in balances that exceed the current FDIC insurance limits, and ~~Merck~~the ~~subsequently~~failure ~~provided~~of usany ~~with~~bank in which we deposit our funds could reduce the ~~required~~amount ~~90-days'~~of ~~notice~~cash we have available for our operations or delay our ability to access such funds. Any such failure may increase the possibility of ~~partial~~a ~~termination~~sustained deterioration of ~~the~~financial ~~Amended~~market ~~Collaboration~~liquidity, ~~Agreement~~or asilliquidity itat ~~relates~~clearing, tocash ~~MK-3655~~management and/or ~~its~~custodial ~~related~~financial ~~compounds~~institutions. As In the event we have a ~~result,~~commercial inrelationship ~~late~~with ~~April~~a ~~2023~~bank that has failed or is otherwise distressed, ~~the~~we ~~license~~may ~~rights~~experience ~~granted~~delays toor ~~Merck~~other issues in ~~2018~~meeting ~~with~~our ~~respect~~financial toobligations. ~~MK-3655~~If ~~will~~other ~~revert~~banks and financial institutions fail or become insolvent in the future in response to usfinancial ~~and~~conditions affecting the ~~program~~banking ~~will~~system ~~become~~and ~~wholly-owned~~financial bymarkets, ~~us.~~our ~~Further~~ability ~~development~~to ofaccess ~~MK-3655~~our cash, ~~once~~cash ~~the~~equivalents ~~termination~~and isinvestments, ~~effective~~including transferring funds, ismaking ~~primarily~~payments ~~dependent~~or onreceiving funds may be threatened and our ability to ~~secure~~raise ~~potential~~additional ~~future~~capital BDcould ~~Arrangements~~be substantially impaired, any of which could materially and adversely affect our business and financial condition. In any event, inif the ~~absence~~financial ofmarket ~~such~~disruptions BDand ~~Arrangements~~economic slowdown deepen or persist, we ~~are~~may ~~unlikely~~not to be able to ~~advance~~access ~~development~~additional ofcapital ~~MK-3655~~on ~~unless~~favorable ~~our~~terms, ~~portfolio~~or ~~prioritization~~at ~~changes~~all, ~~and~~which wecould ~~have~~negatively ~~access~~affect toour ~~the~~financial ~~necessary~~condition ~~capital~~and our ability to ~~fund~~pursue ~~such~~our ~~development~~business strategy.

~~Similarly,~~If inadequate ~~October~~funds ~~2022,~~are wenot ~~announced~~available ~~that~~from ~~our~~public ~~Phase 2 CATALINA trial evaluating NGM621 in patients with geographic atrophy,~~ or ~~GA,~~private ~~secondary~~equity ~~to age-related macular degeneration,~~ or ~~AMD,~~debt ~~did~~offerings ~~not~~on ~~meet~~acceptable ~~its primary endpoint and~~terms, in ~~December~~order ~~2022, Merck notified us that it would not exercise its option~~ to ~~license NGM621 and its related compounds or the related ophthalmology bundle option and, as a result, those options expired unexercised in January 2023. Further, Merck did not elect for us to~~ continue ~~to conduct R&D on any compounds from our other ophthalmology programs that were subject to~~ the collaboration, which are preclinical and directed to undisclosed targets. Such an election would have resulted in an extended or tail period in which Merck would continue to fund our R&D of such ophthalmology compounds. Because Merck did not make such an election, we do not have any funding from Merck to pursue such ophthalmology programs after we complete certain wind down activities related to NGM621, and if we choose to develop these programs further, we will be responsible for funding them. As a result, while our ophthalmology programs, including NGM621, are now wholly-owned by us, further development of ~~those programs is primarily dependent on~~ our ~~ability~~product tocandidates ~~secure potential future BD Arrangements and, in the absence of such BD Arrangements,~~ we ~~are~~may ~~unlikely~~need to ~~be able to advance development of NGM621 or the preclinical ophthalmology programs unless our portfolio prioritization changes and we have access to the necessary capital to fund such development.~~ :

We do not know whether Merck will elect to exercise its option to license any CVM-related preclinical candidates that remain subject to the collaboration. Accordingly, the anticipated benefits to us of the collaboration with Merck may never be realized and it possible that the Amended Collaboration Agreement will be terminated without Merck exercising its option to license any other programs or product candidates.

Moreover, under the Amended Collaboration Agreement, Merck has the unilateral right to terminate all or part of the agreement at certain times and under certain circumstances. Merck also may unilaterally terminate its R&D funding for programs that remain within the scope of the collaboration if we are acquired by a third party or in the event of an uncured material breach by us. Subject to certain limitations, Merck may partially terminate the Amended Collaboration Agreement for convenience as it relates to any future licensed program, as they did with respect to MK-3655 in January 2023 (effective in late April 2023) and with respect to our growth differentiation factor 15, or GDF15, agonist program, which included product candidates NGM395 and NGM386, in 2019. Merck may also unilaterally terminate the Amended Collaboration Agreement as it relates to its rights to research and develop

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~~small~~•seek ~~molecule~~strategic ~~compounds.~~alliances Itfor ~~may~~R&D ~~also~~programs ~~unilaterally~~when ~~terminate~~we ~~the~~otherwise ~~Amended~~would ~~Collaboration~~not, ~~Agreement~~at ~~with respect to a specific licensed program in the event of~~ an ~~uncured~~earlier ~~material~~stage ~~breach~~than ~~by us. If Merck terminates a program as a result of our uncured material breach, then~~ we would ~~lose~~otherwise ~~our~~desire ~~option to participate in a global cost and profit share arrangement if not yet exercised as of the time of termination and lose our co-detailing option (whether~~ or ~~not~~on ~~exercised~~terms asless offavorable ~~that~~than ~~time)~~might ~~for~~otherwise ~~the~~be ~~relevant~~available; ~~licensed program.~~or

If•enter ~~Merck~~into ~~terminates~~BD ~~funding~~Arrangements orthat ~~terminates the Amended Collaboration Agreement, it~~ could ~~delay~~require orus ~~preclude our ability~~ to ~~further our CVM-related research programs~~relinquish, which could materially and adversely affect our business. In addition, in the event that Merck decides to take over any CVM-related preclinical candidates that remain within the scope of the collaboration for development during any tail period, or ~~exercises its~~ license ~~option for any such preclinical candidate~~, weon ~~could~~potentially beunfavorable ~~subject to disputes with Merck with respect to their obligation to use commercially reasonable efforts with respect to the development and commercialization of the affected product candidate~~terms, ~~and~~our werights ~~could otherwise be subject~~ to ~~disputes~~intellectual ~~with Merck over the scope of the parties’ respective rights under the Amended Collaboration Agreement~~property, ~~any~~product ofcandidates ~~which could delay~~ or ~~preclude~~products ~~the~~that ~~development~~we ~~or commercialization of the affected product candidate and involve us in costly and time-consuming arbitration and litigation, which could divert management attention and resources and~~ otherwise ~~negatively~~would ~~affect~~develop ~~our~~or ~~business~~seek ~~and~~to ~~operations.~~commercialize ourselves.

WeIn ~~may~~this ~~depend~~regard, inwe ~~the~~will ~~future~~need onto BDraise ~~Arrangements~~significant ~~with~~additional ~~third-party~~capital ~~partners~~in ~~for~~order ~~the~~to ~~development~~conduct ~~and~~any ~~commercialization~~potential registrational trial of ~~our~~aldafermin ~~product~~in ~~candidates~~PSC. ~~and~~In ~~for~~addition, ~~revenue.~~clinical Ifdevelopment weof ~~are~~NGM707 ~~unable~~beyond tocompleting ~~secure~~the ~~those~~Phase BD1 ~~Arrangements~~Part on1b ~~beneficial~~cohort ~~terms~~evaluating NGM707 in combination with pembrolizumab, ifincluding atinitiating ~~all~~additional cohorts, orwill ifrequire ~~any~~us to obtain the additional capital necessary to conduct such ~~future~~development. ~~arrangements~~There ~~are~~is ~~not~~no ~~successful,~~guarantee that we ~~may~~will ~~not~~ be able to ~~capitalize~~raise onsufficient additional capital in order to progress these key priorities in the ~~market~~event ~~potential~~the ofOffer and the Merger are not consummated, in which case, our ~~product~~business, ~~candidates~~operating results and prospects will be materially and adversely affected, or ~~continue~~we ~~their~~may ~~development~~be required to cease operations altogether.

~~Pursuing~~Moreover, BDdue ~~arrangements~~to ~~has~~the ~~been~~need ~~and is expected~~ to ~~continue~~conserve tocapital beand aprioritize ~~key~~focused ~~component of our strategy~~execution, ~~and~~ we are ~~actively~~ seeking, ~~or intend to seek,~~ BD Arrangements with third-party partners towith ~~progress,~~sufficient inresources ~~whole~~and orrelevant domain expertise in ~~part,~~order to further the clinical development, if any, of ~~one~~NGM438, orNGM831, ~~more~~NGM621 and NGM313. Further development of these programs is dependent on our ~~product~~ability ~~candidates~~to secure potential future BD Arrangements. ~~While~~However, we may ~~opportunistically~~not ~~consider~~be BDable ~~Arrangements~~ to ~~advance~~enter ~~development~~into ofsuch ~~our~~BD ~~key~~Arrangements ~~solid~~on ~~tumor~~acceptable ~~oncology programs~~terms, ~~the~~if ~~further~~at ~~development~~all. ofWe ~~other~~face ~~programs~~significant competition in ~~our~~seeking ~~pipeline,~~appropriate ~~including~~partners. ~~NGM621,~~Whether ~~aldafermin,~~we ~~NGM936~~would ~~and,~~reach ~~once~~a ~~termination~~definitive ofagreement ~~Merck's~~for ~~license~~a isBD ~~effective~~Arrangement will depend, ~~MK-3655~~among other things, isupon ~~primarily~~the ~~dependent~~potential onpartner’s ~~our~~evaluation ~~ability~~of tothe ~~secure~~subject ~~potential~~product ~~future~~candidate BDand ~~Arrangements~~its ~~for~~market ~~these~~opportunity, ~~programs.~~our ~~Due~~assessment toof the ~~need~~partner’s toresources ~~conserve~~and ~~capital~~expertise and ~~prioritize~~the ~~focused~~terms ~~execution~~ and ~~unless~~conditions ~~our~~of ~~portfolio~~the ~~prioritization~~potential ~~changes,~~BD ifArrangement. weIn ~~are~~the ~~unable~~absence toof ~~secure~~such BD Arrangements for these programs ~~on beneficial terms~~, ~~if at all,~~ we are unlikely to be able to advance their development unless our portfolio prioritization changes and ~~may~~we ~~discontinue~~are orable ~~abandon~~to ~~any~~secure orthe ~~all~~additional ofcapital ~~these~~necessary ~~programs~~to ~~altogether,~~fund insuch ~~which~~development. ~~case~~For wemore ~~will~~information, ~~not~~see ~~realize~~the ~~any~~risk ~~return~~factor ontitled ~~our~~“While ~~investments~~the inOffer ~~these~~and ~~programs.~~the ~~Even~~Merger ifare pending, we are ~~successful~~subject into ~~entering~~business ~~into~~uncertainties ~~any~~and BDcontractual ~~Arrangements~~restrictions ~~with~~that ~~third-party~~limit ~~partners for~~ our ~~programs,~~ability weto ~~will~~pursue ~~likely~~financing ~~have~~or ~~limited~~BD ~~control~~Arrangements ~~over the amount~~ and ~~timing~~could ofdisrupt ~~resources that~~ our ~~partners~~business, ~~dedicate~~and to the ~~development~~Offer orand ~~commercialization of~~ the ~~applicable~~Merger ~~product~~may ~~candidates.~~impair ~~Our~~our ability to ~~generate~~attract ~~revenue~~and ~~from~~retain ~~any~~qualified ~~such~~employees ~~arrangement~~or ~~will~~retain ~~depend~~and onmaintain ~~the~~relationships ~~specific financial terms we reach~~ with ~~any partner, as well as each of~~ our ~~partners’~~suppliers ~~abilities to successfully perform the functions assigned to them in such arrangement towards developing, seeking regulatory approval for~~ and ~~commercializing~~other ~~our~~business ~~product candidates~~partners."

We are also restricted under our existing Amended Collaboration Agreement with Merck, and may be restricted under future BD Arrangements, ~~involving~~from ~~our~~entering into additional agreements on certain terms with potential partners. For example, under the current terms of the Amended Collaboration Agreement, we may not directly or indirectly research, develop, manufacture or commercialize, except pursuant to the Amended Collaboration Agreement, any medicine or product ~~candidates~~candidate ~~pose~~that ~~risks~~modulates a target then subject to usthe collaboration with specified activity. In addition, ~~including~~under the ~~following:~~Amended Collaboration Agreement, we are prohibited from, directly or indirectly, researching, developing or commercializing any product for the treatment of heart failure with preserved ejection fraction during the research program term for the CVM-related programs. We also may be required to pay a low single-digit royalty on sales of certain product candidates that received funding from Merck and, if we decide, during a specified time period, to engage in partnering, licensing or asset sale negotiations regarding certain of such product candidates, we are obligated to notify Merck, provide Merck with certain information and engage in good faith, non-exclusive negotiations with respect to such product candidates. Such obligations may hamper our ability to successfully enter into BD Arrangements for such programs with parties other than Merck.

~~•Partners~~We ~~have~~may ~~significant~~not ~~discretion~~be inable ~~determining~~to ~~the~~raise ~~efforts~~adequate ~~and~~additional ~~resources~~capital ~~that~~or ~~they~~negotiate ~~will~~potential ~~apply~~future toBD ~~these~~Arrangements ~~arrangements.~~on ~~For~~a ~~example~~timely basis, ~~under~~on ~~the~~acceptable terms ofor ~~the~~at ~~collaboration~~all. ~~with~~If ~~Merck,~~we ifare ~~Merck~~unable ~~exercises its option~~ to ~~acquire~~do anso, ~~exclusive~~we ~~license~~may ~~for~~need ~~any~~to ~~CVM-related~~significantly ~~preclinical~~delay, ~~candidate~~scale ~~that~~back ~~remains~~or ~~within~~discontinue ~~the~~development ~~scope~~ of ~~the~~or ~~collaboration,~~abandon ~~our~~some ~~ability~~or toall ~~influence~~of ~~the~~our ~~resources~~product ~~Merck~~candidates, ~~devotes~~or toscale ~~such~~back ~~candidate~~or ~~are~~discontinue ~~substantially~~our ~~reduced~~discovery ~~until~~research ~~such time~~efforts, if any, ~~that~~of wewhich ~~exercise~~could ~~our~~have ~~right to participate in~~ a ~~cost~~material ~~and~~adverse ~~profit~~effect ~~share~~on ~~arrangement.~~our ~~Even~~business, ~~after~~operating weresults ~~exercise that right to participate in a cost~~ and ~~profit share arrangement~~prospects, ~~our~~or ~~ability~~we tomay ~~influence~~be ~~Merck~~required ~~will~~to becease ~~limited~~operations altogether.

~~•Partners~~Raising ~~might~~additional ~~opt~~capital ~~not~~may tocause ~~pursue~~dilution ~~development~~to ~~and commercialization of~~ our ~~product~~existing ~~candidates~~stockholders, orlead ~~not~~ to ~~continue~~restrictions ~~or renew development or commercialization programs based~~ on ~~clinical~~our ~~trial~~operations ~~results, changes in the partner’s strategic focus~~ or ~~available~~require ~~funding~~us orto ~~external~~relinquish ~~factors,~~rights such as an acquisition that diverts resources or creates competing priorities. For example, in June 2021, we and Merck entered into the Amended Collaboration Agreement that covers a narrower scope, focused primarily on ophthalmology- and CVM-related therapeutic areas, than had been covered under the original collaboration agreement we entered into with Merck in 2015. In addition, under the terms of the Amended Collaboration Agreement, it is possible for Merck to ~~unilaterally terminate and any other future licensed program, if any, (whether or not we have exercised~~ our ~~cost~~product and profit share option) upon prior written notice, such as it did for NGM386 and NGM395 in 2019 and most recently in its notice of termination for MK-3655 (effective late April 2023), without triggering a termination of the remainder of the Amended Collaboration Agreement. Moreover, Merck might also opt not to designate any collaboration preclinical candidates ~~for~~or ~~further~~intellectual ~~development~~ property.

If we raise additional funds by issuing equity securities, our stockholders may experience dilution. Debt financing, if available, may involve restrictive covenants. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. Our ability to raise capital may be adversely impacted by the trading prices of our common stock given our stock price performance over the past year. Furthermore, any securities that we may issue may have rights senior to those of our common stock and could contain covenants or protective rights that would lead to restrictions on our operations and potentially impair our competitiveness, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business.

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~~during~~Risks ~~the~~Related ~~tail period following the end of the research phase or exercise any of its options~~ to ~~acquire~~Our aDependence ~~license~~on toThird ~~a product candidate, as it did with respect to the preclinical ophthalmology product candidates.~~Parties

We expect to depend in the future on BD Arrangements with third-party partners for the development and commercialization of our product candidates and for revenue. If we are unable to secure those BD Arrangements on beneficial terms, if at all, or if any such future arrangements are not successful, we may not be able to capitalize on the market potential of our product candidates or continue their development.

Pursuing BD arrangements has been and is expected to continue to be a key component of our strategy, and we are seeking BD Arrangements with third-party partners to progress, in whole or in part, the development of one or more of our product candidates. While we will consider BD Arrangements to advance development of our programs, the further development of certain programs, including NGM438, NGM831, NGM621 and NGM313, is dependent on our ability to secure potential future BD Arrangements for these programs. Due to the need to conserve capital and prioritize focused execution and unless our portfolio prioritization changes, if we are unable to secure BD Arrangements for these programs on beneficial terms, if at all, we are unlikely to be able to advance their development unless our portfolio prioritization changes and we are able to secure the additional capital necessary to fund such development. We may discontinue or abandon any or all of our programs altogether, in which case we will not realize any return on our investments in these programs. Even if we are successful in entering into any BD Arrangements with third-party partners for our programs, we will likely have limited control over the amount and timing of resources that our partners dedicate to the development or commercialization of the applicable product candidates. Our ability to generate revenue from any such arrangement will depend on the specific financial terms we reach with any partner, as well as each of our partners’ abilities to successfully perform the functions assigned to them in such arrangement towards developing, seeking regulatory approval for and commercializing our product candidates.

BD Arrangements involving our product candidates pose risks to us, including the following:

•Partners have significant discretion in determining the efforts and resources that they will apply to these arrangements. For example, under the terms of the collaboration with Merck, if Merck exercises its option to acquire an exclusive license for any CVM-related preclinical candidate that remains within the scope of the collaboration, our ability to influence the resources Merck devotes to such candidate are substantially reduced until such time, if any, that we exercise our right to participate in a cost and profit share arrangement. Even after any exercise of the right to participate in a cost and profit share arrangement, our ability to influence Merck would be limited.

•Partners might opt not to pursue development and commercialization of our product candidates or not to continue or renew development or commercialization programs based on clinical trial results, changes in the partner’s strategic focus or available funding or external factors, such as an acquisition that diverts resources or creates competing priorities.

•Partners may delay clinical trials, provide insufficient funding for a clinical trial program, request the suspension or termination of 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.

•Partners could independently develop, or develop with third parties, products that compete directly or indirectly with our product candidates if the partners believe that competitive products are more likely to be successfully developed or can be commercialized under terms that are more economically attractive than ours.

•A partner with marketing and distribution rights might not commit sufficient resources to the marketing and distribution of our product candidates.

•Partners might not properly maintain or defend our intellectual property rights or may use our proprietary information in such a way as to invite litigation that could jeopardize or invalidate our proprietary information or expose us to potential litigation.

•Disputes may arise between the partners and us that result in the delay or termination of the research, development or commercialization of our product candidates or that result in costly litigation or arbitration that diverts management attention and resources.

•We may lose certain valuable rights under circumstances identified in our BD Arrangements, including, ~~in the case of our collaboration with Merck,~~ if we undergo a change in control.

•BD Arrangements might be terminated and, if terminated, may result in a need for additional capital to pursue further development or commercialization of the applicable product candidates.

•BD Arrangements might not lead to development or commercialization of product candidates in the most efficient manner, or at all. If a present or future partner of ours were to be involved in a business ~~combination, the continued pursuit and emphasis on our product development or commercialization program under such arrangement could be delayed, diminished or terminated.~~

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combination, the continued pursuit of and emphasis on our product development or commercialization program under such arrangement could be delayed, diminished or terminated.

With certain exceptions, we may not generally pursue potential future BD Arrangements for our programs during the pendency of the Offer and the Merger. For more information, see the risk factor titled “While the Offer and the Merger are pending, we are subject to business uncertainties and contractual restrictions that limit our ability to pursue financing or BD Arrangements and could disrupt our business, and the Offer and the Merger may impair our ability to attract and retain qualified employees or retain and maintain relationships with our suppliers and other business partners.”

We may not be able to obtain and maintain the relationships with third parties that are necessary to develop, commercialize and manufacture some or all of our product candidates.

In addition to our dependence on any potential future partners, we expect to depend on other third parties, including contract research organizations, or CROs, clinical data management organizations, clinical investigators, contract manufacturing organizations/contract development and manufacturing organizations, or CMOs, and other third-party partners and service providers to support our discovery efforts, to formulate product candidates, to conduct our clinical trials and certain aspects of our research and preclinical studies, to manufacture clinical and commercial-scale quantities of our drug substances and drug products and to market, sell and distribute any products we successfully develop and for which we obtain regulatory approval. Any problems we experience with any of these third parties could delay our research efforts or the development, manufacturing or commercialization of our product candidates or any future products, which could harm our results of operations. For more information, see the risk factors titled “We rely completely on CMOs for the manufacture of our product candidates, and we are subject to many manufacturing risks, any of which could substantially increase our costs and limit supply of our product candidates and any future products" and “We have no experience in sales, marketing and distribution and may have to enter into agreements with third parties to perform these functions, which could prevent us from successfully commercializing our product candidates.”

We cannot guarantee that we or, as applicable, any of our partners will be able to successfully negotiate agreements for, and maintain relationships with, third-party partners and service providers on favorable terms, if at all. If we or any of our partners are unable to obtain and maintain these agreements, we may not be able to clinically develop, formulate, manufacture, obtain regulatory approvals for or commercialize our product candidates, which will, in turn, adversely affect our business. If we or any of our partners need to enter into alternative arrangements, it would delay our product development and, if applicable, commercialization activities and such alternative arrangements may not be available on terms acceptable to us.

We expect to continue to expend substantial management time and effort to enter into relationships with third parties and, if we successfully enter into such relationships, to manage these relationships. In addition, our reliance on these third parties for R&D activities reduces our control over these activities but does not relieve us of our responsibilities. For example, we remain responsible for ensuring that each of our clinical trials is conducted in accordance with the general investigational plan and protocols for the trial. However, we cannot control the amount or timing of resources ~~our~~these ~~partners~~third parties will devote to our R&D programs, product candidates or potential product candidates, and we cannot guarantee that these parties will fulfill their obligations to us under these arrangements in a timely fashion, if at all. If these third parties do not successfully carry out their contractual duties, meet expected deadlines or conduct our clinical trials or other R&D activities in accordance with regulatory requirements, we will not be able to obtain, or may be delayed in obtaining, marketing approvals for our product candidates and will not be able to, or may be delayed in our efforts to, successfully commercialize any approved products. In addition, we base our expense accruals related to clinical trials on our estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and CROs that conduct and manage clinical trials on our behalf and, if their estimates are not accurate, it could negatively affect the accuracy of our financial statements.

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candidates, and we cannot guarantee that these parties will fulfill their obligations to us under these arrangements in a timely fashion, if at all. If these third parties do not successfully carry out their contractual duties, meet expected deadlines or conduct our clinical trials or other R&D activities in accordance with regulatory requirements, we will not be able to obtain, or may be delayed in obtaining, marketing approvals for our product candidates and will not be able to, or may be delayed in our efforts to, successfully commercialize any approved products. In addition, we base our expense accruals related to clinical trials on our estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and CROs that conduct and manage clinical trials on our behalf and, if their estimates are not accurate, it could negatively affect the accuracy of our financial statements.

Any agreements we have or may enter into with third-party partners and service providers may give rise to disputes regarding the rights and obligations of the parties. Disagreements could develop over contract interpretation, rights to ownership or use of intellectual property, the scope and direction of R&D, the approach for regulatory approvals or commercialization strategy. We are conducting research programs in a range of therapeutic areas, and our pursuit of these opportunities could result in conflicts with the other parties to these agreements that may be developing or selling pharmaceuticals or conducting other activities in these same therapeutic areas. Any disputes or commercial conflicts could lead to the termination of our agreements, delay progress of our product development programs, compromise our ability to renew agreements or obtain future agreements, lead to the loss of intellectual property rights, result in increased financial obligations for us or result in costly and time-consuming arbitration or litigation.

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In addition, we are less knowledgeable about the reputation and quality of third-party contractors in countries outside of the United States where we conduct discovery research or preclinical and clinical development and manufacturing of our product candidates and, therefore, we may not choose the best parties for these relationships.

We rely completely on CMOs for the manufacture of our product candidates, and we are subject to many manufacturing risks, any of which could substantially increase our costs and limit supply of our product candidates and any future products.

We have limited process development capabilities and require the services of third-party CMOs to provide additional process development and manufacturing capabilities. We do not have, and we do not currently plan to acquire or develop, the facilities or capabilities to manufacture bulk drug substance or filled drug product for use in clinical trials or commercialization. As a result, we rely completely on CMOs, which entails risks to which we would not be subject if we manufactured product candidates or products ourselves, including risks related to reliance on third parties for availability of drug product to use in our clinical trials and for regulatory compliance and quality assurance with respect to such drug product, the possibility of breach of the manufacturing agreement by third parties because of factors beyond our control (including a failure to manufacture our product candidates or any products we may eventually commercialize in accordance with our specifications) and the possibility of termination or nonrenewal of agreements by third parties, based on their own business priorities, at a time that is costly or damaging to us.

Our product candidates are biologics, and the manufacture of biologic products is complex, highly regulated and requires significant expertise and capital investment, including the development of advanced manufacturing techniques and process controls. As a result, the manufacture of our product candidates is subject to many risks, including the following, some of which we have experienced:

•product loss or other negative consequences due to contamination, equipment failure, improper installation or operation of equipment, vendor or operator error, shortages of qualified personnel or improper delivery or storage conditions; ;

•difficulties with production costs and yields, quality control, product stability and quality assurance testing, including challenges related to bioanalytical method development and the qualification and implementation of those methods for release testing, which can delay availability of clinical trial materials;;

•~~the~~unexpected ~~negative~~quality ~~consequences~~control ofresults ~~failure~~during stability program execution that may lead to ~~comply~~shorter ~~with~~than ~~strictly~~anticipated ~~enforced~~shelf-life ~~federal~~or drug expiry, ~~state~~resulting ~~and~~in ~~foreign~~the ~~regulations~~need to manufacture additional batches or present other risks to our clinical supply chain;

•the negative consequences of failure to comply with strictly enforced federal, state and foreign regulations;

•minor deviations from normal manufacturing processes, which have in the past and may in the future result in reduced production yields, product defects and other supply disruptions;

•the presence of microbial, viral or other contaminants discovered in our product candidates or in the manufacturing facilities in which they are made, which can necessitate closure of facilities for an extended ~~period of~~ time period to investigate and eliminate the contamination;

•the negative consequences of our CMOs’ failure to qualify upon an audit by regulatory authorities, by us or by our ~~partners~~collaborators;

47•our CMOs’ changing strategies and business priorities, including as a result of changes in ownership, which can affect the availability of facilities where we intend to manufacture our product candidates; and

•our CMOs or their manufacturing facilities being adversely affected by labor, raw material and component shortages, turnover of qualified staff or financial difficulties of their owners or operators, including as a result of the effects of financial market disruptions and economic slowdowns, or by disease outbreaks, epidemics, pandemics, natural disasters, power failures, local political unrest or other factors.

For example, a CMO that produces aldafermin drug product was inspected by the FDA in 2022 and 2023 and received multiple critical Form 483 observations on its aseptic fill/finish GMP operations. If the CMO fails to address the FDA's concerns to the agency's satisfaction through the CMO's corrective actions, the CMO may receive additional warnings and, if we were to seek regulatory approval of aldafermin, any product that is manufactured on an affected line may not be qualified by the FDA, which could delay regulatory timelines significantly. Furthermore, the CMO recently announced a pending acquisition by an independent pharmaceutical entity. The potential impact on our longer-term ability to manufacture with this CMO is unknown at this time and may

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~~•our~~result ~~CMOs’~~in ~~changing~~the ~~strategies~~need ~~and~~to ~~business~~perform ~~priorities,~~a ~~which~~tech ~~can~~transfer ~~affect~~to ~~the~~an ~~availability~~alternate oflocation, ~~facilities~~potentially ~~where~~increasing wecost, ~~intend~~delaying totimelines ~~manufacture~~and ~~our~~increasing ~~product~~program ~~candidates; and~~risks.

•We, our CMOs’, ~~manufacturing~~any ~~facilities~~future ~~being~~collaborators ~~adversely~~and ~~affected~~their contract manufacturers could be subject to periodic unannounced inspections by ~~labor~~the FDA, ~~raw~~competent ~~material~~authorities of EU Member States or other comparable foreign regulatory authorities, to monitor and ~~component~~ensure ~~shortages~~compliance with cGMP. Despite our efforts to audit and verify regulatory compliance, ~~turnover~~one or more of ~~qualified~~our ~~staff~~third-party ormanufacturing ~~financial~~vendors ~~difficulties~~may be found on regulatory inspection by the FDA, competent authorities of ~~their~~EU ~~owners~~Member States or ~~operators~~other comparable foreign regulatory authorities to be noncompliant with cGMP regulations. Our failure, ~~including~~or asthe afailure of our third-party manufacturers, to comply with applicable regulations could result in sanctions being imposed on us, including shutdown of the ~~effects~~third-party vendor or invalidation of ~~the~~drug ~~ongoing~~product ~~COVID-19~~lots ~~pandemic~~or processes, fines, injunctions, civil penalties, delays, suspension, variation or bywithdrawal ~~natural~~of ~~disasters~~approvals, ~~power~~license ~~failures~~revocation, ~~local~~seizures ~~political~~or ~~unrest~~recalls of product candidates or ~~other~~drugs, ~~factors~~operating restrictions and criminal prosecutions, any of which could significantly and adversely affect supplies of our products, if approved, and significantly harm our business, financial condition, results of operations and prospects.

We cannot ensure that issues relating to the manufacture or testing of our product candidates, such as those described above, will not occur or continue to occur in the future and if we or our CMOs experience any such issues there could be a shortage of drug substance or drug product for use in our clinical trials, which could delay clinical and regulatory timelines significantly and have an adverse effect on our business.

In addition, to date our product candidates have been manufactured by CMOs solely for preclinical studies and relatively small clinical trials. We intend to continue to use CMOs for these purposes, and ~~also~~ for the supply of larger quantities that may be required to conduct accelerated or expanded early clinical trials or larger, later clinical trials and for commercialization if we advance any of our product candidates through regulatory approval and to commercialization. These manufacturers may not have sufficient manufacturing capacity and may not be able to scale up the production of drug substance or drug product in the quantities we need and at the level of quality required in a timely or effective manner, or at all. In particular, there is increased competition in the biotechnology industry for CMO manufacturing slots and other capabilities generally, which has had, and may continue to have, a negative impact on the availability of manufacturing capacity and therefore our ability to supply clinical trial materials for planned, ongoing or expanded clinical trials. Industry drug shortages, especially in prefilled syringe products such as GLP-1 agonists, may have a knock-on effect for clinical pipeline products we produce that use similar syringe components or utilize syringe fill/finish manufacturing lines.

The transfer of our small-scale manufacturing processes to CMOs for scale up and validation and any later scale up and validation of the manufacturing process in the CMOs’ facilities to manufacture larger quantities, involve difficult and complex processes. We may not be successful in transferring our production system to a CMO, either because it is unable to implement the process successfully in its facilities or for other reasons. Later scale-up activities are also difficult and costly and entail risks such as process reproducibility, stability, consistency and other technical challenges. If we are unable to adequately validate or scale up the manufacturing processes for our product candidates, we would need to undertake a transfer to another third party and repeat the manufacturing validation process, which can be expensive and time-consuming and could delay the initiation or completion of our clinical trials.

Similarly, we or our CMOs may make changes to our product candidates’ manufacturing processes at various points in product development for many reasons, including scaling up, facility fit, raw material or component availability, decreasing costs or timing of production, improving processing robustness and reliability, decreasing processing times or others. Such changes require further validation and may have unintended consequences, which could include causing our product candidates to perform differently when administered in clinical trials and affecting clinical trial results. In some circumstances, we may be required to perform comparability or other studies to demonstrate that the product used in earlier clinical trials or at earlier stages of a trial are comparable to the product we intend to use in later trials or later stages of an ongoing trial. These efforts are expensive and there is no assurance that they will be successful, which could impact our ability to continue or initiate clinical trials in a timely manner, or at all.

Any future adverse developments affecting manufacturing operations or the scale up or validation of manufacturing processes for our product candidates may result in shipment delays, lot failures, clinical trial delays or discontinuations, or, if we are commercializing products, inventory shortages, product withdrawals or recalls or other interruptions in supply. We may also have to record inventory write-offs and incur other charges and expenses for drug substance or drug product that fails to meet specifications or cannot be used before its expiration date. In addition, for out of specification materials, we may need to undertake costly remediation efforts or manufacture new batches at considerable cost and time delays or, in the longer run, seek more expensive manufacturing alternatives.

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We also have a single source of supply for most of our product candidates, including the drug substances used in manufacturing them. Single sourcing minimizes our leverage with our CMOs, who may take advantage of our reliance on them to increase the pricing of their manufacturing services or require us to change our intended manufacturing plans based on their strategies and priorities. Single sourcing also imposes a risk of interruption or delays in supply in the event of manufacturing, quality or compliance difficulties and/or other difficulties in timely supplying us with materials. We have in the past, and we may in the future, experience supply-related delays that would adversely affect our ability to commence first-in-human testing of product candidates on our anticipated timing. Moreover, we do not currently have arrangements in place for redundant supply for drug substance or drug product. If one of our suppliers fails or refuses to supply us for any reason or we otherwise choose to engage a new supplier for one or more of our product candidates, including a second source supplier to mitigate the risks of single-source supply, it would take a significant amount of time and cost to implement and execute the necessary technology transfer to, and qualification of, a new supplier. The FDA or comparable foreign health authority must approve manufacturers of drug substance and drug product. If there are any delays in qualifying new suppliers or facilities or a new supplier is unable to meet the requirements of the FDA or comparable foreign health authority for approval, there could be a shortage of drug substance or drug product for use in clinical trials with respect to the affected product candidates. which would adversely affect our ability to continue and complete clinical trials on our anticipated timing or at all.

Our product candidates use certain raw materials for their production, such as reagents that support cell growth, purification materials and testing and manufacturing supplies. Some of these materials only have a single supplier and are purchased as necessary without a long-term supply agreement in place. In addition, our drug products may require the use of syringe or other components, some of which have been the subject of shortages amplified by the COVID-19 pandemic due to their use in, among other things, COVID-19 vaccine production. If our CMOs are required to obtain an alternative source of certain raw materials and components, additional testing, validation activities and regulatory approvals may be required, which may negatively impact manufacturing and other development timelines. For example, in 2021, one of our CMOs experienced shortages of the specific cell culture media used to manufacture one of our products due to global supply chain challenges and, while we have been successful in obtaining a replacement product, these types of substitutions may require additional and unplanned testing, qualification or validation activities. Any significant delay in the acquisition or decrease in the availability of these materials, components or other items, or failure to successfully qualify or validate alternative materials or components, could considerably delay the manufacture of our product candidates, which could adversely impact the timing or completion of any ongoing and planned trials or the timing of regulatory approvals, if any, of our product candidates.

In addition, our CMOs’ facilities and operations have been adversely affected by labor, raw material and component shortages, high turnover of staff and difficulties in hiring trained and qualified replacement staff and the operations of our CMOs may be requisitioned, diverted or allocated by U.S. or foreign government orders such as under emergency, disaster and civil defense declarations in connection with the COVID-19 pandemic or otherwise. For a discussion of how the COVID-19 pandemic has affected or may affect drug or related component supplies for our clinical trials, refer to the risk factor titled “Our business could be materially and adversely affected in the future by the effects of disease outbreaks, epidemics and pandemics, including the COVID-19 pandemic.” Changes in economic conditions, supply chain constraints, labor, raw material and component shortages and steps taken by governments and central banks, particularly in response to the COVID-19 pandemic as well as other stimulus and spending programs, could also lead to higher inflation than previously experienced or expected, which could, in turn, lead to an increase in costs.

~~Our~~Some of our product candidates ~~other than NGM621 and aldafermin~~ are currently solely manufactured at a facility in Lithuania. Following Russia's invasion of Ukraine in February 2022, the response from the United States and its allies has included both significant sanctions and NATO's deployment of additional military forces to Eastern Europe, including to Lithuania. The ongoing conflict between Russia and Ukraine and the retaliatory measures taken or that may be taken by the United States, NATO and others, including significant sanctions against Russia, create global security concerns and regional instability, including due to the possibility of expanded regional or global conflict, and are likely to continue to have short-term and likely longer-term negative impacts on regional and global economies, any or all of which could disrupt our supply chain and adversely affect our ability to conduct ongoing and future clinical trials of our product candidates and our ability to raise capital on favorable terms.

Any further delays or interruptions in the supply of clinical trial material could delay the completion or initiation of our clinical trials, increase the costs associated with maintaining clinical trial programs and, depending upon the period of delay, require us to commence new clinical trials at additional expense, terminate ongoing clinical trials or abandon planned clinical trials or expansions or accelerations of clinical trials completely.

We have no experience in sales, marketing and distribution and may have to enter into agreements with third parties to perform these functions, which could prevent us from successfully commercializing our product candidates.

We currently have no sales, marketing or distribution capabilities. To commercialize our product candidates, ~~outside~~we ofmust ~~the~~either ~~Merck~~develop ~~collaboration~~our own sales, marketing and distribution capabilities or tomake ~~commercialize~~arrangements ~~products~~with ~~subject~~third parties to ~~the~~perform ~~Merck~~these ~~collaboration~~services for ~~which~~us. If we ~~may~~decide into ~~the~~market ~~future~~any ~~exercise~~of our ~~co-detailing~~products ~~rights~~on inour ~~the~~own, ~~United~~we ~~States,~~will ifhave ~~any,~~to orcommit ~~for~~significant ~~which~~resources ~~Merck~~to ~~decides~~developing ~~not~~a tomarketing ~~exercise~~and ~~its~~sales ~~license~~force ~~option,~~and supporting distribution capabilities. If we ~~must~~decide ~~either~~to ~~develop~~enter ~~our~~into ~~own~~arrangements ~~sales~~with third parties for performance of these services, ~~marketing~~we ~~and~~may ~~distribution~~find ~~capabilities~~that orthey ~~make~~are not

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arrangements with third parties to perform these services for us. If we exercise our co-detailing rights in the United States with respect to the Merck collaboration, we will be responsible for the costs of fielding such a sales force, subject to partial offset pursuant to the formula by which profits are allocated, and the risks of attracting, retaining, motivating and ensuring the compliance of such a sales force with the various requirements of the Merck collaboration and applicable law. If we decide to market any of our products on our own, we will have to commit significant resources to developing a marketing and sales force and supporting distribution capabilities. If we decide to enter into arrangements with third parties for performance of these services, we may find that they are not available on terms acceptable to us, or at all. If we are not able to establish and maintain successful arrangements with third parties or build our own sales and marketing infrastructure, we may not be able to commercialize our product candidates, which would adversely affect our business, operating results and prospects.

Risks Related to Our Business and Industry

Our product candidates must undergo rigorous clinical trials before seeking regulatory approvals, and clinical trials may be delayed, suspended or terminated at any time for many reasons, any of which could delay or prevent regulatory approval and, if approval is granted, commercialization of our product candidates.

All of our product candidates are subject to rigorous and extensive clinical trials before we can seek regulatory approval from the FDA and comparable foreign health authorities such as the European Commission. Clinical trials may be delayed, suspended or terminated at any time for reasons including but not limited to:

•ongoing discussions with the FDA or comparable foreign health authorities regarding the scope or design of our clinical trials, such as our discussions with the FDA regarding the design of the PSC registrational trial and whether we will be successful producing a toxicology package to support the potential initiation of a Phase 2 proof-of-concept trial of NGM120 in patients with hyperemesis gravidarum, or HG;

•delays in obtaining, or the inability to obtain, required approvals from ~~IRBs~~institutional review boards and ethics committees or other governing entities at clinical trial sites selected for participation in our clinical trials;

•delays in patient enrollment and other key trial activities, including as a result of the ~~effects~~significant ofcompetition ~~the~~for ~~ongoing~~recruiting ~~COVID-19~~patients ~~pandemic~~with ~~and~~cancer ofin ~~the~~clinical ~~significant~~trials ~~competition~~and ~~for~~difficulty recruiting ~~patients~~pregnant ~~with~~women ~~cancer~~to participate in clinical trials of NGM120 in HG;

•delays in reaching agreement on acceptable terms with prospective CROs and the failure of CROs, testing laboratories and other third parties to satisfy their contractual duties to us or meet expected deadlines;

•deviations from the trial protocol by clinical trial sites and investigators, or failures to conduct the trial in accordance with regulatory requirements;

•lower than anticipated retention rates of participants in clinical trials, including patients dropping out due to side effects, ~~disease progression~~ or ~~concerns~~disease ~~about the COVID-19 pandemic~~progression;

•failure of enrolled patients to complete treatment or to return for post-treatment follow-up;

•for clinical trials in selected patient populations, delays in identification and auditing of central or other laboratories and the transfer and validation of assays or tests to be used to identify selected patients and test any patient samples;

•implementation of new, or changes to, guidance or interpretations from the FDA or comparable foreign health authorities with respect to approval pathways for product candidates we are pursuing, such as with respect to the proposed utilization of a primary endpoint composed of surrogate biomarkers with the goal of obtaining accelerated approval for aldafermin for the treatment of PSC;

•the need to repeat clinical trials as a result of inconclusive or negative results, poorly executed testing or changes in required endpoints;

•insufficient supply or deficient quality of drug substance, drug product or other clinical trial material necessary to conduct our clinical trials, as well as delays in the testing, validation, manufacturing and delivery to clinical trial sites of such material;

•withdrawal of clinical trial sites or investigators from our clinical trials for any reason, including as a result of changing standards of care or the ineligibility of a site to participate in our clinical trials;

•unfavorable FDA or comparable foreign health authority inspection or review of a clinical trial site or records of any clinical or preclinical investigation;

•drug-related adverse effects or tolerability issues experienced by participants in our clinical trials;

•changes in government regulations or administrative actions;

•lack of adequate funding to continue the clinical trials, particularly given our need to obtain additional capital in order to continue clinical development of NGM707 beyond completing the Phase 1 Part 1b cohort, including initiating additional cohorts, and to conduct a registrational trial of aldafermin in patients with PSC;

•our ability to hire and retain key R&D personnel; or

•the placement of a clinical hold on a trial by the FDA or comparable foreign health authorities.

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We cannot guarantee that we will be able to successfully accomplish required regulatory and/or manufacturing activities or all of the other activities necessary to initiate and complete clinical trials in a timely fashion, if at all. As a result, our preclinical studies and clinical trials may be extended, delayed or terminated, and we may be unable to obtain regulatory approvals or successfully commercialize our products. InFor ~~addition~~example, we may need to conduct additional toxicology studies not currently planned in order to produce a toxicology package to support the potential initiation of a Phase 2 proof-of-concept trial of NGM120 in patients with HG. We also have only limited experience in conducting late-stage clinical trials required to obtain regulatory approval. In any event, we do not know whether any of our clinical trials will begin as planned, will need to be restructured or will be completed on schedule, or at all.

Our product development costs will increase if we ~~continue to~~ experience delays in clinical testing. Significant clinical trial delays could also shorten any periods during which we may have the exclusive right to commercialize our product candidates or allow our competitors to bring products to market before we do, which would impair our ability to successfully commercialize our product candidates and may harm our business, results of operations and prospects. Our or our partners’ inability to timely complete clinical development could result in additional costs to us or impair our ability to generate product revenue or development, regulatory, commercialization and sales milestone payments and royalties on product sales.

If clinical trials of our product candidates fail to produce positive results or to demonstrate safety and efficacy to the satisfaction of the FDA or comparable health authorities or sufficient to demonstrate differentiation from other approved therapies or therapies in development, we may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of our product candidates.

Our product candidates are in early stages of development, with our most advanced product ~~candidates~~candidate within our key priorities for clinical development only in Phase 2 development. Before obtaining marketing approval from health authorities for the sale of our product candidates, we or our partners must conduct extensive preclinical studies and clinical trials to demonstrate the safety and efficacy of the product candidates in humans. Preclinical studies and clinical trials are expensive, take several years to complete and may not yield results that support further clinical development or product approvals. The design of a clinical trial can determine whether its results will support approval of a product, and flaws in the design of a clinical trial may not become apparent until the clinical trial is well advanced. Because we have limited experience designing clinical trials, we may be unable to design and execute a clinical trial to support regulatory approval.

In addition, there is a high failure rate for drugs and biologic products proceeding through clinical trials and failure can occur at any stage of testing. For example, despite the results of preclinical and Phase 1 studies of NGM621, our Phase 2 CATALINA clinical trial evaluating NGM621 in patients with geographic atrophy, or GA, secondary to advanced macular degeneration, or AMD, did not meet its primary endpoint. ~~Since~~Similarly, ~~Merck~~our ~~did~~Phase ~~not~~2b ~~elect~~ALPINE to2/3 ~~exercise~~trial ~~its~~evaluating ~~option~~aldafermin toin ~~license~~patients ~~NGM621~~with ~~and~~nonalcoholic ~~its~~steatohepatitis ~~related~~liver ~~compounds,~~fibrosis ~~further~~stage ~~development~~2 ofor ~~NGM621~~3, isor ~~primarily~~F2/F3 ~~dependent~~NASH, ondid ~~our~~not ~~ability~~meet toits ~~secure~~primary ~~potential~~endpoint ~~future BD Arrangements~~ and, inas ~~the~~a ~~absence of such BD Arrangements~~result, we ~~are~~decided ~~unlikely~~ to besuspend ~~able~~further ~~to advance~~ development of ~~NGM621~~aldafermin ~~unless~~in ~~our~~patients ~~portfolio~~with ~~prioritization~~F2/F3 ~~changes~~NASH, ~~and~~allowing wefor ~~have access to~~ the ~~necessary~~reallocation ~~capital~~of resources to ~~fund~~advancing ~~such~~our ~~development~~other programs.

~~Similarly~~Moreover, ~~our~~if ~~Phase~~we 2bor ~~ALPINE~~a ~~2/3~~future ~~trial~~partner ~~evaluating~~seek ~~aldafermin~~accelerated inapproval ~~patients~~for ~~with~~one ~~F2/F3~~of ~~NASH~~our ~~did~~product ~~not~~candidates ~~meet~~based ~~its~~on ~~primary~~a ~~endpoint~~surrogate ~~and~~endpoint, asthe aFDA ~~result,~~may wenot ~~decided~~accept tosuch ~~suspend~~endpoint, ~~further~~may ~~development~~require ofadditional ~~aldafermin~~studies inor ~~patients~~analysis ~~with~~or ~~F2/F3~~may ~~NASH,~~not ~~allowing~~approve ~~for~~our ~~the~~product ~~reallocation~~candidate ofon ~~resources~~an toaccelerated ~~advancing~~basis, ~~our~~or ~~other~~at ~~programs~~all. ~~While~~For ~~we continued~~example, ~~and~~we ~~have~~are ~~completed,~~designing ~~enrollment~~a inpotential ~~our~~registrational ~~Phase 2b ALPINE 4 clinical~~ trial of aldafermin in ~~patients~~PSC ~~with~~and ~~compensated~~continuing ~~cirrhosis~~discussions ~~due~~with ~~to NASH (liver fibrosis stage 4, or F4, by~~ the ~~NASH Clinical Research Network classification)~~FDA, weincluding ~~updated~~on the ~~design~~proposed utilization of ~~the ALPINE 4 trial, elevating the Enhanced Liver Fibrosis, or ELF, test,~~ a ~~reproducible, quantitative non-invasive liver prognostic test that evaluates liver fibrosis and correlates to liver-related outcomes, to be the~~ primary endpoint ~~for~~composed ~~the trial. The ELF test is a composite blood test measuring the presence~~ of ~~three~~surrogate biomarkers ~~associated~~ with ~~liver~~the ~~matrix~~goal ~~metabolism. Liver biopsy data will also be measured and reported as a secondary endpoint upon completion~~ of ~~the~~obtaining ~~trial~~accelerated approval. ~~For~~There ~~more~~is ~~information,~~no ~~refer~~guarantee tothat the ~~risk~~FDA ~~factor~~will ~~titled~~accept ~~“Aldafermin~~our ~~is,~~proposed ~~and~~primary ~~MK-3655 was~~endpoint, ~~being~~in ~~developed, for the treatment of NASH, an indication for~~ which ~~there~~case ~~are~~we nomay ~~approved~~abandon ~~products. This makes it difficult to predict~~ the ~~timing, cost and potential success of their continued clinical~~ development, ~~if any, and regulatory approval for the treatment~~ of ~~NASH,~~aldafermin orin ~~otherwise~~PSC.”

Further, we expect that certain of our current product candidates will, and future product candidates may, require chronic administration. The need for chronic administration increases the risk that participants in our clinical trials will fail to comply with our dosing regimens. If participants fail to comply, we may not be able to generate clinical data in our trials acceptable to the FDA or comparable foreign health authorities. The need for chronic administration also increases the risk that our clinical drug development programs may not uncover all possible adverse events that patients who take our products may eventually experience. The number of patients exposed to treatment with, and the average exposure time to, our product candidates in clinical development programs may be inadequate to detect rare adverse events or chance findings that may only be detected once our products are administered to more patients and for longer periods of time.

51We may also not be successful in generating clinical data sufficient to differentiate our product candidates from other products in the same therapeutic area. If our competitors' products are, or are perceived to be, more

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~~treatment~~effective, ~~with~~more convenient, ~~and~~less ~~the~~costly ~~average~~or ~~exposure~~safer ~~time~~than toour products, ~~our~~or ~~product~~we ~~candidates~~are unable to demonstrate differentiation in ~~clinical~~any ~~development~~of ~~programs~~those factors, we may not be ~~inadequate~~able to ~~detect~~achieve ~~rare~~a ~~adverse~~competitive ~~events~~position orin ~~chance~~the ~~findings~~market. ~~that~~For ~~may~~more ~~only~~information, berefer ~~detected~~to ~~once~~the ~~our~~risk ~~products~~factor ~~are~~titled ~~administered~~“We toface ~~more~~substantial ~~patients~~competition, ~~and~~which ~~for~~may ~~longer~~result ~~periods~~in ofothers ~~time~~discovering, developing or commercializing products before or more successfully than us."

We may also not be successful in generating clinical data sufficient to differentiate our product candidates from other products in the same therapeutic area. If our competitors' products are, or are perceived to be, more effective, more convenient, less costly or safer than our products, or we are unable to demonstrate differentiation in any of those factors, we may not be able to achieve a competitive position in the market. For more information, refer to the risk factor titled “We face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than us."

In addition, data obtained from preclinical and clinical activities are subject to varying interpretations, which may delay, limit or prevent regulatory approval. In any event, it is impossible to predict when or if any of our product candidates will prove safe and effective in humans or will receive regulatory approval. If we are unable to successfully discover, develop or enable our partners to develop drugs that regulatory authorities deem effective and safe in humans, we will not have a viable business.

Success in preclinical studies or earlier-stage clinical trials may not be indicative of results in future clinical trials.

To date, the data supporting our drug discovery and development programs are derived from laboratory and preclinical studies and earlier-stage clinical trials. Owing in part to the complexity of biological pathways, when used to treat human patients, our product candidates might not demonstrate the biochemical and pharmacological properties we anticipate based on laboratory studies or earlier-stage clinical trials, and they may interact with human biological systems or other drugs in unforeseen, ineffective or harmful ways. Success in preclinical studies and earlier-stage clinical trials does not ensure that later clinical trials will generate the same results or otherwise provide adequate data to demonstrate the effectiveness and safety of our product candidates. In this regard, the data supporting our drug discovery and development programs are derived from laboratory and preclinical studies, and future clinical trials in humans may show that one or more of our product candidates are not safe and effective, in which event we may need to abandon development of such product candidates. In fact, many companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in late-stage clinical trials even after achieving promising results in preclinical studies and earlier-stage clinical trials. ~~Similarly,~~Preliminary ~~preliminary~~ data and interim results from clinical trials may not be predictive of final results. For example, despite the results of preclinical and Phase 1 studies of NGM621, our Phase 2 CATALINA clinical trial evaluating NGM621 in patients with GA secondary to AMD did not meet its primary endpoint. Similarly, in spite of the results we had obtained in our Phase 1 trials of aldafermin and in our first Phase 2 trial, in May 2021, we announced that our Phase 2b ALPINE 2/3 trial evaluating aldafermin in patients with F2/F3 NASH did not meet its primary endpoint. For more information, refer to the risk factor titled “If clinical trials of our product candidates fail to produce positive results or to demonstrate safety and efficacy to the satisfaction of the FDA or comparable health authorities or sufficient to demonstrate differentiation from other approved therapies or therapies in development, we may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of our product candidates." There can be no assurance that any clinical testing of our product candidates will be successful or will otherwise be supportive of continued development and/or regulatory approvals of such product candidates.

In addition, some of our earlier-stage clinical trials involve small patient populations, sometimes at single sites, and the results of these clinical trials may be subject to substantial variability and may not be indicative of either future interim results or final results. As a general matter, there is also a substantial risk that Phase 3 trials with larger numbers of patients and/or longer durations of therapy will fail to replicate efficacy and safety results observed in earlier clinical trials.

Our product candidates may cause undesirable side effects or adverse events or have other properties or safety risks, which could delay or prevent continued clinical development or their regulatory approval or limit the commercial profile of any approved label.

Adverse events, undesirable side effects or similar safety issues caused by our product candidates could cause us or health authorities to interrupt, delay or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or other comparable foreign health authorities. Additional clinical trials may be required to further evaluate the safety profile of our product candidates. Patients in certain of our ongoing or planned clinical trials, particularly patients with cancer ~~or with NASH with more advanced fibrosis~~, often enter our trials with significant comorbidities or advanced life-threatening illness and/or are treated in the trial with our product candidate in combination with other medications, including, in cancer patients, chemotherapy or other approved cancer treatments. As a result, patients in our clinical trials can be expected to experience some adverse events, including death, or side effects that are not or may not be related to treatment with our product candidates. Nonetheless, the occurrence of adverse events or side effects, whether or not related to our product candidates, could impact the success of our clinical trials.

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with our product candidate in combination with other medications, including, in cancer patients, chemotherapy or other approved cancer treatments. As a result, patients in our clinical trials can be expected to experience some adverse events, including death, or side effects that are not or may not be related to treatment with our product candidates. Nonetheless, the occurrence of adverse events or side effects, whether or not related to our product candidates, could impact the success of our clinical trials.

Patients experienced, and we reported, serious adverse events, or SAEs, in the treatment arms of our completed trials of MK-3655, NGM621 and aldafermin. We expect that patients in our clinical trials, including those that are sham- or placebo-controlled with some patients not receiving study drug, will continue to experience adverse events and SAEs and we will continue to monitor those SAEs for any signals of concern regarding the safety and tolerability of our product candidates. For example, cancer patients enrolled in our ongoing clinical trials of NGM120, NGM707, NGM831 and NGM438, many of whom are suffering from advanced life-threatening illness, have experienced, and we expect will continue to experience, SAEs and other adverse events, which may or may not be drug-related. If patients in any of our clinical trials experience a high or unacceptable severity and prevalence of side effects, including particularly SAEs, it could affect patient recruitment or the ability of enrolled patients to complete their treatment in a clinical trial, it may result in a regulatory authority putting a clinical hold on the clinical trial or it may result in failure to obtain regulatory approval for our product candidates or product liability claims.

In addition, significant increases in serum levels of low-density lipoprotein cholesterol, or LDL-C, were observed in clinical trials of aldafermin in patients with NASH and type 2 diabetes. Serum levels of LDL-C were brought back to baseline levels with concomitant statin use in patients with NASH; however, the impact of these drug-induced changes in LDL-C are unknown. Generally, sustained and prolonged LDL-C elevations in untreated patients are associated with cardiovascular disease through atherosclerotic plaque development. While data from our completed Phase 2b ALPINE 2/3 clinical trial and earlier trials of aldafermin demonstrated the ability of concomitant statin use to mitigate the serum LDL-C elevations driven by aldafermin activity, aldafermin’s impact on LDL-C may negatively impact market acceptance of an approved aldafermin product.

Our product candidates are protein or antibody therapeutics. Protein and antibody therapeutics can sometimes induce host immune responses that can cause the production of anti-drug antibodies, or ADAs. In some cases, ADAs have no effect. In other cases, ADAs may neutralize the effectiveness of the product candidate, can require that higher doses be used to obtain a therapeutic effect or can cross react with substances naturally occurring in a subject’s body, which can cause unintended effects, including potential impacts on efficacy and adverse events. Some patients treated with aldafermin in our completed clinical trials have developed ADAs against aldafermin and, in some cases, those antibodies were neutralizing or appeared to cross react with the patient’s naturally occurring FGF19. We developed an assay to measure the presence of ADAs against aldafermin for our ongoing NASH program, which we are using to test patient samples and which will need to be evaluated by regulatory agencies. The presence of ADAs was also observed in our Phase 1 MK-3655 trial. If we are required to undertake substantial additional testing as a result of the detection of ADAs in subjects using aldafermin, MK-3655 or any other product candidate, the costs of our clinical trials may increase. If we determine that ADAs are causing safety or efficacy concerns when using any of our product candidates, we may need to delay or halt clinical trials of our product candidates and the affected product candidates may never obtain regulatory approval. We cannot provide assurance that the detection of ADAs will not be higher than we have observed historically or that observed rates will not later be found to limit drug exposure or cause adverse safety events, or that the detection of ADAs will not otherwise result in the non-approvability of any of our product candidates.

NGM621 had been delivered to clinical sites in vials and then administered to patients using commercially available single-use syringes. The manufacturer of a commercially available single-use syringe widely used by ophthalmologists for intravitreal, or IVT, injections, including investigators in the Phase 2 CATALINA trial, issued a notice that such single-use syringes should not be used for ocular medications due to an increased potential for adverse eye conditions. While we have not experienced any safety concerns in our completed NGM621 clinical trials relating to syringe use, we communicated with the FDA and our study investigators regarding this issue and this issue could preclude or delay any efforts to partner our NGM621 program.

Future results of our trials could reveal a high and unacceptable severity and prevalence of side effects, SAEs, ADAs, safety issues or other negative or otherwise unexpected characteristics. The occurrence of those issues could affect patient recruitment or the ability of enrolled patients to complete their treatment in a clinical trial, result in failure to obtain regulatory approval for our product candidates or product liability claims or impact market acceptance of our products. Any of these occurrences could materially and adversely affect our business, financial condition and prospects.

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~~Aldafermin~~Patients isexperienced, and ~~MK-3655~~we ~~was~~reported, ~~being~~serious ~~developed~~adverse ~~for~~events, or SAEs, in the treatment arms of ~~NASH~~completed trials of NGM313, anNGM621 ~~indication~~and ~~for~~aldafermin. ~~which~~We ~~there~~expect that patients in our clinical trials, including those that are nosham- ~~approved~~or ~~products.~~placebo-controlled ~~This~~with ~~makes~~some itpatients ~~difficult~~not receiving study drug, will continue to ~~predict~~experience ~~the~~adverse ~~timing,~~events ~~cost~~and SAEs and ~~potential~~we ~~success~~will continue to monitor those SAEs for any signals of ~~their~~concern ~~continued~~regarding the safety and tolerability of our product candidates. For example, cancer patients enrolled in our solid tumor oncology clinical ~~development~~trials suffer from advanced life-threatening illness and have experienced, ifand ~~any~~we expect will continue to experience, SAEs and ~~regulatory~~other ~~approval~~adverse ~~for~~events, which may or may not be drug-related. If patients in any of our clinical trials experience a high or unacceptable severity and prevalence of side effects, including particularly SAEs, it could affect patient recruitment or the ~~treatment~~ability of ~~NASH~~enrolled patients to complete their treatment in a clinical trial, it may result in a regulatory authority putting a clinical hold on the clinical trial or ~~otherwise~~it may result in failure to obtain regulatory approval for our product candidates or product liability claims.

WeOur ~~are~~product ~~developing~~candidates ~~aldafermin,~~are ~~and~~protein ~~MK-3655~~or ~~was~~antibody intherapeutics. ~~development~~Protein byand ~~Merck,~~antibody ~~for~~therapeutics ~~the~~can ~~treatment~~sometimes ofinduce ~~NASH,~~host animmune ~~indication~~responses ~~for~~that ~~which~~can ~~there~~cause ~~are~~the noproduction ~~approved products. Implementation~~ of ~~new,~~anti-drug ~~or changes to~~antibodies, ~~guidance~~ or ~~interpretations~~ADAs. ~~from~~In ~~the~~some ~~FDA~~cases, orADAs ~~comparable~~have ~~foreign~~no ~~health~~effect. ~~authorities~~In ~~with~~other ~~respect to approval pathways~~cases, ~~such~~ADAs asmay ~~draft~~neutralize ~~guidance documents from~~ the ~~FDA~~effectiveness ~~for the development~~ of ~~products for~~ the ~~treatment~~product ofcandidate, ~~NASH~~can require that ~~issued~~higher indoses ~~2018~~be ~~and~~used ~~2019~~to ~~and~~obtain ~~from~~a ~~the~~therapeutic ~~European~~effect ~~Medicines Agency,~~ or ~~EMA,~~can ~~that~~cross ~~issued~~react inwith ~~2018,~~substances ~~may~~naturally ~~impact~~occurring ~~the~~in ~~path~~a ~~for~~subject’s ~~regulatory~~body, ~~approval~~which ~~for~~can ~~NASH~~cause ~~therapies.~~unintended ~~Further~~effects, asincluding wepotential ~~and~~impacts ~~other~~on ~~companies~~efficacy ~~advance~~and ~~clinical~~adverse ~~trials~~events. ~~for~~If ~~potential NASH therapies,~~ we ~~expect~~determine that ~~the~~ADAs ~~path~~are ~~for~~causing ~~regulatory~~safety ~~approval~~or ~~for~~efficacy ~~NASH~~concerns ~~therapies~~when ~~may~~using ~~continue~~any toof ~~evolve~~our asproduct ~~companies~~candidates, ~~refine~~we ~~their~~may ~~regulatory~~need ~~approval~~to ~~strategies~~delay ~~and~~or ~~interact~~halt ~~with~~clinical ~~health~~trials ~~authorities.~~of ~~Such evolution may impact~~ our ~~future~~product ~~clinical~~candidates ~~trial designs, including trial size~~ and ~~endpoints,~~the inaffected ~~ways~~product ~~that~~candidates wemay ~~cannot~~never ~~currently~~obtain ~~predict~~regulatory approval. We ~~updated~~cannot ~~the~~provide ~~design~~assurance ofthat the ~~ALPINE~~detection ~~4 trial~~ of ~~aldafermin,~~ADAs ~~elevating~~will ~~the~~not ~~ELF test to~~ be ~~the~~higher ~~primary~~than ~~endpoint~~we ~~for~~have ~~the~~observed ~~trial.~~historically ~~Neither~~or ~~the~~that ~~ELF~~observed ~~test,~~rates ~~nor~~will ~~any~~not ~~other~~later ~~surrogate~~be ~~biomarker~~found ~~endpoints,~~to ~~are~~limit ~~currently~~drug ~~endorsed~~exposure ~~by the FDA~~ or ~~EMA~~cause asadverse ~~sufficient~~safety ~~for~~events, ~~granting~~or ~~regulatory~~that ~~approval of products being developed for~~ the ~~treatment~~detection of ~~compensated~~ADAs ~~cirrhosis~~will ~~due to NASH (stage F4) and therefore may~~ not beotherwise ~~able~~result ~~to be used as a primary endpoint~~ in ~~potential~~the ~~future~~non-approvability ~~Phase~~of 3any ~~trials~~of toour ~~support~~product ~~regulatory approval for aldafermin~~candidates.

InFuture ~~addition,~~results ~~certain~~ of our ~~competitors~~trials ~~have~~could ~~experienced~~reveal ~~regulatory~~a ~~setbacks~~high ~~for~~and ~~NASH~~unacceptable ~~therapies~~severity ~~following~~and ~~communications~~prevalence ~~from~~of ~~the~~side ~~FDA.~~effects, ~~We currently do not know the impact~~SAEs, ~~if any~~ADAs, ~~that~~safety ~~these~~issues ~~setbacks~~or ~~could~~other ~~have~~negative onor ~~the~~otherwise ~~path~~unexpected ~~for~~characteristics. ~~regulatory~~The ~~approval~~occurrence ~~for~~of ~~NASH~~those ~~therapies~~issues ~~generally~~could oraffect ~~for~~patient ~~aldafermin~~recruitment ~~and~~or ~~MK-3655 in particular. If~~ the ~~clinical~~ability ~~trials~~of ~~for~~enrolled ~~aldafermin~~patients ~~and~~to ~~MK-3655~~complete ~~are~~their ~~not~~treatment ~~designed~~ in a ~~manner~~clinical ~~that~~trial, ~~even~~result ifin ~~successful,~~failure ~~support~~to obtain regulatory approval ~~due to shifting approval pathways or~~ for ~~other~~our ~~reasons, those~~ product candidates ~~may~~or beproduct ~~delayed~~liability inclaims ~~obtaining approval~~ or ~~may~~impact ~~never~~market beacceptance ~~approved,~~of ~~which could have a material adverse effect on~~ our ~~business, operating results and prospects~~products. ~~Moreover,~~Any ~~the~~of ~~above~~these ~~factors~~occurrences could ~~make~~materially itand ~~difficult~~adversely oraffect ~~preclude altogether~~ our ~~ability~~business, tofinancial ~~secure~~condition ~~potential future partners necessary to further the development of aldafermin~~ and ~~MK-3655 in NASH or otherwise~~prospects.

As a result of the above, the future development of aldafermin and MK-3655 in patients with NASH is substantially uncertain and could be discontinued altogether, in which case, we will not receive any return on our investments in these programs.

Aldafermin is a modified version of a human hormone that has been associated with liver cancer in rodent testing.

The IND application we filed for aldafermin in February 2014 for type 2 diabetes was placed on clinical hold by the FDA Division of Metabolism and Endocrinology Products pending receipt of additional information relating to the potential risk of proliferative effects of aldafermin in the livers of non-human primates and mice based on concerns relating to the observation that human FGF19 can induce hepatocellular proliferation in rodents. We withdrew this IND in January 2015, as we determined that we would not further study aldafermin in type 2 diabetes after we analyzed the results of the Phase 2 clinical trial of aldafermin in type 2 diabetes and made the determination to pursue NASH and other liver indications. To date, the FDA Division of Hepatology and Nutrition, which is responsible for the NASH indication, has not requested any additional information regarding the potential for aldafermin to induce hepatocellular proliferation. We have received feedback from the FDA Carcinogenicity Assessment Committee that our preclinical data through six-month chronic toxicology studies in mice and monkeys support a single species, two-year carcinogenicity assessment in rats. The human hormone and the rodent ortholog for FGF19 share a sequence identity of approximately 50%, which means that the results of these studies of aldafermin in rats are not necessarily predictive of the potential risk of carcinogenicity in humans. To our knowledge, neither FGF19 nor any variant thereof other than aldafermin has ever been tested in humans. Concerns about the association between FGF19 and liver cancer could have an adverse effect on our ability to develop and commercialize aldafermin.

We may not successfully identify new product candidates to expand our development pipeline.

The success of our business over the longer term depends upon our ability to identify and validate new potential protein and antibody therapeutics. Research programs to identify new product candidates require substantial technical, financial and human resources, and our research methodology may not successfully identify medically relevant protein or antibody therapeutics to be developed as product candidates. In addition, our drug discovery efforts often identify and select novel, untested proteins in the particular disease indication we are pursuing, which we may fail to validate after further research work. Moreover, our research efforts may initially show promise in discovering potential new protein and antibody therapeutics yet fail to yield product candidates for clinical development for multiple reasons. For example, potential product candidates may, on further study, be shown to have inadequate efficacy, harmful side effects, suboptimal drug profiles or other characteristics suggesting that they are unlikely to be commercially viable products. Our inability to successfully identify additional new product candidates to advance into clinical trials could have a material adverse effect on our business, operating results and prospects.

We may fail to select or capitalize on the most scientifically, clinically and commercially promising or profitable product candidates.

We have limited technical, managerial and financial resources to determine which of our product candidates should proceed to initial clinical trials, later-stage clinical development and potential commercialization. We may make incorrect determinations in allocating resources among these product candidates. Our decisions to allocate our R&D, management and financial resources toward particular product candidates or therapeutic areas may not lead to the development of viable commercial products and may divert resources from better opportunities. For example, our pipeline programs in development include product candidates in solid tumor oncology, and we had previously been focusing the majority of our execution efforts and resources on these programs. Several of our early trials in solid tumor oncology did not show sufficiently promising results to support further investment at this time, and, as a result, we have redirected our focus to targeted oncology indications for NGM707 and for a new indication, HG, for NGM120. We have also redirected our clinical development efforts for aldafermin away from NASH to PSC. However, our new areas of focus may be unsuccessful and may never lead to the development of

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~~development~~viable ~~for~~commercial ~~multiple reasons~~products. ~~For example~~Similarly, ~~potential~~our ~~product~~decisions ~~candidates may, on further study, be shown~~ to ~~have~~delay ~~inadequate~~or ~~efficacy,~~terminate ~~harmful~~certain ~~side effects, suboptimal~~ drug ~~profiles~~development orprograms ~~other~~to ~~characteristics~~concentrate ~~suggesting~~our ~~that~~resources ~~they~~elsewhere ~~are~~may ~~unlikely to~~ be ~~commercially~~incorrect ~~viable~~and ~~products.~~could ~~Our~~cause ~~inability~~us to ~~successfully~~miss ~~identify~~valuable ~~additional new product candidates to advance into clinical trials could have a material adverse effect on our business, operating results and prospects~~opportunities.

We ~~may~~must ~~fail~~attract and retain highly skilled employees in order to ~~select~~succeed. If we are not able to retain our current senior management team, or ~~capitalize~~to oncontinue ~~the~~to ~~most~~attract ~~scientifically~~and retain qualified scientific, ~~clinically~~technical and ~~commercially~~business ~~promising~~personnel, orour ~~profitable~~business ~~product~~will ~~candidates~~suffer.

WeTo ~~have~~succeed, ~~limited~~we ~~technical~~must recruit, ~~managerial~~retain, manage and ~~financial~~motivate ~~resources~~qualified toclinical, ~~determine~~scientific, ~~which~~technical ofand ~~our~~management ~~product~~personnel ~~candidates~~and ~~should~~we ~~proceed~~face tosignificant ~~initial~~competition ~~clinical~~for ~~trials,~~experienced ~~later-stage~~personnel. ~~clinical~~If ~~development~~we ~~and~~do ~~potential~~not ~~commercialization.~~succeed Wein ~~may~~attracting ~~make~~and ~~incorrect~~retaining ~~determinations~~qualified inpersonnel, ~~allocating~~particularly ~~resources~~at ~~among~~the ~~these~~management ~~product~~level, ~~candidates.~~it ~~Our~~could ~~decisions~~adversely toaffect ~~allocate~~ our ~~R&D,~~ability ~~management~~to ~~and~~execute ~~financial~~our ~~resources~~business ~~toward~~plan ~~particular~~and ~~product~~harm ~~candidates~~our oroperating ~~therapeutic~~results. ~~areas~~In ~~may~~2023, ~~not~~we ~~lead~~announced toa ~~the~~restructuring ~~development~~ of ~~viable~~our ~~commercial~~workforce, ~~products~~reducing ~~and~~our ~~may~~existing ~~divert~~headcount ~~resources~~by ~~from~~approximately ~~better~~33%, ~~opportunities.~~that ~~For~~our ~~example~~founder, ~~our~~Dr. ~~key~~Jin-Long ~~pipeline~~Chen, ~~programs~~resigned infrom ~~active~~the ~~development~~Board ~~include~~and ~~product~~his ~~candidates~~position inas ~~solid~~Chief ~~tumor~~Scientific ~~oncology~~Officer, ~~and~~that weSiobhan ~~are~~Nolan ~~focusing~~Mangini ~~most~~was ofstepping ~~our~~down ~~execution~~as ~~efforts~~Chief ~~and~~Financial ~~resources~~Officer onand ~~these programs~~President, ~~intending~~and tothat ~~mainly~~Jean-Frédéric ~~advance~~Viret, ~~them~~Ph.D. inwas ~~generation~~appointed ofas ~~proof-of-concept~~our ~~data~~new ~~internally~~Chief Financial Officer. ~~However,~~These ~~our~~significant ~~focus~~changes onhave ~~the~~caused ~~solid~~additional ~~tumor~~attrition ~~oncology~~of ~~therapeutic~~employees ~~area~~and may because ~~unsuccessful~~further ~~and~~attrition ~~may~~of ~~never~~employees, ~~lead~~including tosenior ~~the~~management, ~~development~~and ofnegatively ~~viable~~affect ~~commercial~~employee ~~products~~morale. ~~Similarly~~Additionally, as we are operating our ~~decisions~~business towith ~~delay~~fewer oremployees, ~~terminate~~including ~~drug~~fewer ~~development~~members ~~programs~~of senior management, ~~such~~the asloss ~~our~~of ~~decision~~a tosignificant ~~suspend~~number ~~development~~of ~~activities~~our ~~related~~remaining toemployees ~~multiple~~or ~~metabolic~~of ~~disease~~any ~~product~~of ~~candidates~~our ~~and~~current ~~for~~executive ~~aldafermin~~officers could result in ~~patients~~a ~~with~~significant ~~F2/F3~~loss ~~NASH~~in tothe ~~concentrate~~knowledge ~~our~~and ~~resources~~experience ~~elsewhere~~that we, ~~also~~as ~~may~~an beorganization, ~~incorrect~~possess and could cause ussignificant todelays, ~~miss~~or ~~valuable~~outright ~~opportunities~~failure, in the development and further commercialization of our product candidates.

~~Under~~There ~~the~~is ~~terms~~intense ofcompetition ~~our~~for ~~Amended~~qualified ~~Collaboration Agreement with Merck~~personnel, weincluding ~~have the right~~management, ~~exercisable~~in ~~during a specified period prior to~~ the ~~commencement~~technical offields ~~Phase~~in 3which ~~clinical~~we ~~testing of the applicable product candidate~~operate, ~~to convert our economic participation from a milestones~~ and ~~net~~we ~~sales~~may ~~royalty~~not ~~arrangement~~be ~~into~~able ato ~~cost~~attract and ~~profit~~retain ~~share~~qualified ~~arrangement.~~personnel Ifnecessary wefor ~~exercise~~ the ~~cost~~successful ~~and profit share right~~research, wedevelopment ~~have~~and ~~the~~future ~~ability~~commercialization, toif ~~participate in a co-detailing relationship in the United States. Due to the limited exercise period~~any, weof ~~may~~our ~~have to choose whether a~~ product ~~candidate~~candidates. ~~will~~We berecruit ~~subject~~for totalent ain ~~cost~~the ~~and~~biotechnology ~~profit share arrangement before we have as much information as we would like, including whether~~ and ~~when~~pharmaceutical ~~such~~industry ~~program~~in ~~may receive FDA approval of~~ the ~~applicable~~San ~~biologics~~Francisco ~~license~~Bay ~~application~~Area, orwhich ~~BLA.~~is Asone ~~a result~~ of ~~such~~the ~~incomplete~~most ~~information~~competitive orand ~~due~~highest tocost ~~incorrect~~labor ~~analysis~~markets byin ~~us,~~the weUnited ~~may~~States ~~select a cost~~ and ~~profit~~periodically ~~share~~experiences ~~program~~higher ~~that~~turnover ~~later~~rates ~~proves to have less commercial potential~~ than another ~~alternative, or none at all, or may pass on a cost and profit share program that proves commercially successful~~industries.

WeMany ~~must~~of ~~attract~~the other pharmaceutical companies that we compete against for qualified personnel have greater financial and ~~retain~~other ~~highly~~resources, ~~skilled~~different ~~employees~~risk profiles and a longer history in ~~order~~the toindustry ~~succeed~~than we do. IfThey also may provide more diverse opportunities and better chances for career advancement. Some of these characteristics may be more appealing to high-quality candidates than what we have to offer. See also the risk factor titled “While the Offer and the Merger are ~~not~~pending, ~~able~~we are subject to ~~retain~~business ~~our~~uncertainties ~~current~~and ~~senior~~contractual ~~management~~restrictions ~~team,~~that ~~especially~~limit our ~~Chief~~ability ~~Scientific~~to ~~Officer,~~pursue ~~Dr.~~financing ~~Jin-Long~~or ~~Chen~~BD Arrangements and could disrupt our business, orand tothe ~~continue~~Offer and the Merger may impair our ability to attract and retain qualified ~~scientific,~~employees ~~technical~~or retain and maintain relationships with our suppliers and other business partners." If we experience higher than expected employee attrition rates, it could have a negative impact on our productivity. If we are unable to attract and retain high-quality personnel, the rate and success with which we can discover and develop product candidates and our business will ~~suffer~~be limited.

ToWe ~~succeed, we must recruit, retain, manage and motivate qualified clinical, scientific, technical and management personnel and we~~ face ~~significant~~substantial competition ~~for experienced personnel. If we do not succeed in attracting and retaining qualified personnel~~, ~~particularly~~which atmay the management level, it could adversely affect our ability to execute our business plan and harm our operating results. An important element of our strategy is to take advantage of the R&D and other expertise of our current management. The loss of any one of our executive officers, including, in particular, Dr. Jin-Long Chen, our Chief Scientific Officer, could result in aothers ~~significant loss in the knowledge and experience that we~~discovering, asdeveloping anor ~~organization,~~commercializing ~~possess~~products ~~and~~before ~~could cause significant delays,~~ or ~~outright~~more ~~failure,~~successfully inthan ~~the development and further commercialization of our product candidates~~us.

~~There~~The biopharmaceutical industry is ~~intense~~intensely ~~competition~~competitive ~~for~~and ~~qualified~~subject ~~personnel,~~to ~~including~~rapid ~~management~~and significant technological change. Our competitors include multinational pharmaceutical companies, inspecialized biotechnology companies and universities and other research institutions. A number of pharmaceutical and biotechnology companies are pursuing the ~~technical~~development ~~fields~~or inmarketing ~~which~~of wepharmaceuticals ~~operate,~~that ~~particularly~~seek into treat the ~~oncology~~same ~~field,~~diseases ~~and~~that we ~~may~~are ~~not~~pursuing with our most advanced product candidates. Some of these pharmaceuticals in development are active, or seek to be ~~able~~active, against the same targets that our product candidates are engineered to ~~attract~~effect. It is probable that the number of companies seeking to develop products and ~~retain~~therapies ~~qualified~~that ~~personnel~~compete ~~necessary~~with ~~for~~our ~~the~~product ~~successful~~candidates ~~research~~will increase. Many of our competitors have substantially greater financial, ~~development~~technical, human and ~~future~~other ~~commercialization~~resources than we do and may be better equipped to develop, ifmanufacture ~~any~~and market technologically superior products. In addition, many of ~~our~~these ~~product~~competitors ~~candidates.~~have Wesignificantly ~~recruit~~greater ~~for~~experience ~~talent~~than we have in ~~the~~undertaking ~~biotechnology~~preclinical studies and human clinical trials of new pharmaceutical ~~industry~~products and in ~~the~~obtaining ~~San~~regulatory ~~Francisco~~approvals ~~Bay~~of ~~Area~~human therapeutic products. Accordingly, ~~which~~our iscompetitors ~~one~~may ofsucceed ~~the~~in ~~most~~obtaining ~~competitive~~FDA approval and ~~highest~~approval ~~cost~~or ~~labor~~marketing ~~market~~authorization infrom ~~the~~comparable ~~United~~health ~~States~~authorities ~~and~~such ~~periodically~~as ~~experiences~~the ~~higher~~European ~~turnover~~Commission ~~rates~~for ~~than~~superior products or for other ~~industries~~products that would compete with our product candidates. ~~For~~Many ~~example,~~of inour ~~2022~~competitors have established distribution channels and commercial infrastructure to support the commercialization of their products, whereas we ~~continued~~have tono ~~experience~~such achannel ~~challenging~~or ~~recruiting~~capabilities. ~~environment~~In ~~with~~addition, ~~relatively~~many ~~high~~competitors ~~rates~~have ofgreater ~~employees~~name ~~leaving~~recognition ~~the~~and ~~company~~more extensive collaboration or partnering relationships. Smaller and earlier-stage companies may also prove to ~~pursue~~be ~~other~~significant ~~opportunities~~competitors, particularly inthrough ~~the~~collaboration ~~first~~or ~~three~~partnering ~~quarters~~arrangements ofwith ~~the~~large, ~~year.~~established companies.

Many of the other pharmaceutical companies that we compete against for qualified personnel have greater financial and other resources, different risk profiles and a longer history in the industry than we do. They also may provide more diverse opportunities and better chances for career advancement. Some of these characteristics may be more appealing to high-quality candidates than what we have to offer. The labor market tightened significantly after the beginning of the ongoing COVID-19 pandemic. During the first couple of years of the COVID-19 pandemic, we experienced employee attrition at rates higher than we experienced historically, which may recur and could have

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a negative impact on our productivity. If we are unable to attract and retain high-quality personnel, the rate and success with which we can discover and develop product candidates and our business will be limited.

We face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than us.

The biopharmaceutical industry is intensely competitive and subject to rapid and significant technological change. Our competitors include multinational pharmaceutical companies, specialized biotechnology companies and universities and other research institutions. A number of pharmaceutical and biotechnology companies are pursuing the development or marketing of pharmaceuticals that seek to treat the same diseases that we are pursuing with our most advanced product candidates, particularly in the oncology field. Some of these pharmaceuticals in development are active, or seek to be active, against the same targets that our product candidates are engineered to effect, including the targets that are the focus of our immuno-oncology candidates, ILT2, ILT3, ILT4 and LAIR1. It is probable that the number of companies seeking to develop products and therapies for the treatment of cancer, retinal diseases and liver and metabolic diseases will increase. Many of our competitors have substantially greater financial, technical, human and other resources than we do and may be better equipped to develop, manufacture and market technologically superior products. In addition, many of these competitors have significantly greater experience than we have in undertaking preclinical studies and human clinical trials of new pharmaceutical products and in obtaining regulatory approvals of human therapeutic products. Accordingly, our competitors may succeed in obtaining FDA approval and approval or marketing authorization from comparable health authorities such as the European Commission for superior products or for other products that would compete with our product candidates. Many of our competitors have established distribution channels and commercial infrastructure to support the commercialization of their products, whereas we have no such channel or capabilities. In addition, many competitors have greater name recognition and more extensive collaboration or partnering relationships. Smaller and earlier-stage companies may also prove to be significant competitors, particularly through collaboration or partnering arrangements with large, established companies.

Our competitors may obtain regulatory approval of their products more rapidly than us or may obtain patent protection or other intellectual property rights that limit our ability to develop or commercialize our product candidates. Our competitors may also develop drugs that are more effective, more convenient, more widely used and less costly or have a better safety profile than our products and these competitors may also be more successful than us in manufacturing and marketing their products. If we are unable to compete effectively against these companies, then we may not be able to commercialize our product candidates or achieve a competitive position in the market. These companies also compete with us in recruiting and retaining qualified scientific, management and commercial personnel, establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies complementary to, or necessary for, our programs.

Although we believe there are no FDA- or European Commission-approved therapies that specifically target the signaling pathways that our current product candidates are designed to modulate or inhibit, there are numerous currently approved or otherwise widely used therapies for treating the same diseases or indications ~~(other than NASH or GA)~~ for which our product candidates may be useful. ~~and~~Some ~~many~~ of these ~~currently approved~~ therapies act through mechanisms similar to our product candidates. ~~Many~~or ~~of these approved drugs~~ are well-established therapies or products ~~and are~~ widely accepted by physicians, patients and third-party payors. Some of these drugs are branded and subject to patent protection, and others are available on a generic basis. Insurers and other third-party payors may also encourage the use of generic products or specific branded products. We expect that if our product candidates are approved, they will be priced at a significant premium over competitive generic products, including branded generic products. This may make it difficult for us to differentiate our products from currently approved therapies, which may adversely impact our business strategy. In addition, many companies are developing new therapeutics, and we cannot predict what the standard of care will be as our product candidates progress through clinical development. For more information regarding the competition that our most advanced product candidates face, or may face, see the discussion of specific competition for each product candidate in “Business-Our Pipeline ~~Programs~~” in this Annual Report ~~on Form 10-K~~.

In February 2023, Apellis Pharmaceuticals, Inc., or Apellis, announced that the FDA approved SYFOVRE™ (pegcetacoplan injection) for the treatment of GA secondary to AMD. Apellis' regulatory approval for pegcetacoplan injection may affect future late-stage clinical trial designs, if any, and require added clinical development expense. Iveric bio, Inc.’s, or Iveric's, avacincaptad pegol, a PEGylated aptamer inhibitor of complement C5, completed a Phase 2/3 clinical trial that demonstrated statistically significant reductions in the rate of GA lesion area growth in the avacincaptad pegol arm versus the sham arm. In February 2023, Iveric announced that the FDA had accepted its NDA for avacincaptad pegol. Even if we are successful in securing a future BD Arrangement for the NGM621 program, which may not occur in a timely manner or at all, and our partner obtains regulatory approval of NGM621,

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which is substantially uncertain given the failure to meet the primary endpoint in the CATALINA trial, NGM621 may not be able to compete effectively against pegcetacoplan and avacincaptad pegol, which could adversely affect our future revenues and business prospects in the event we are able to successfully partner the program.

Our product candidates may not achieve adequate market acceptance among physicians, patients, healthcare payors and others in the medical community necessary for commercial success.

Demonstrating the safety and efficacy of our product candidates and obtaining regulatory approvals will not guarantee future revenue. Even if our product candidates receive regulatory approval, they may not gain adequate market acceptance among physicians, patients, healthcare payors and others in the medical community. The degree of market acceptance of any of our approved product candidates will depend on a number of factors, including:

•the efficacy and safety profile of the product candidate as demonstrated in clinical trials;

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

•the clinical indications for which the product candidate is approved;

•acceptance of the product candidate as a safe and effective treatment by physicians and patients;

•the actual and perceived advantages of the product candidate over alternative treatments, including any similar generic treatments;

•the viewpoints of influential physicians with respect to the product candidate;

•the inclusion or exclusion of the product candidate from treatment guidelines established by various physician groups;

•the cost of treatment relative to alternative treatments;

•our pricing and the availability of coverage and adequate reimbursement by third parties and government authorities as described in the risk factor titled “Even if we obtain approval to market our products, these products may become subject to unfavorable pricing regulations, reimbursement practices from third-party payors or healthcare reform initiatives in the United States and abroad, which could harm our business”;

•the relative convenience and ease of administration;

•the frequency and severity of adverse events;

•the effectiveness of sales and marketing efforts; and

•any unfavorable publicity relating to the product candidate.

For example, aldafermin is ~~currently~~ administered via a once-daily subcutaneous injection, which may negatively impact market acceptance of an approved aldafermin product, if any. In addition, refer to the risk factor titled “Our product candidates may cause undesirable side effects or adverse events or have other properties or safety risks, which could delay or prevent continued clinical development or their regulatory approval or limit the commercial profile of any approved label." If any product candidate is approved but does not achieve an adequate level of ~~acceptance by such parties, we may not generate or derive sufficient revenue from that product candidate and may not become or remain profitable.~~

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acceptance by such parties, we may not generate or derive sufficient revenue from that product candidate and may not become or remain profitable.

Even if we obtain approval to market our products, these products may become subject to unfavorable pricing regulations, reimbursement practices from third-party payors or healthcare reform initiatives in the United States and abroad, which could harm our business.

The regulations that govern ~~marketing approvals,~~ pricing and reimbursement for new drug products vary widely from country to country. ~~Current~~In ~~and~~the ~~future~~United ~~legislation~~States, ~~may~~there ~~significantly~~has ~~change~~been ~~the~~increasing ~~approval~~executive, ~~requirements~~legislative inand ~~ways~~enforcement ~~that~~interest ~~could~~with ~~involve~~respect ~~additional~~to ~~costs~~drug ~~and~~pricing ~~cause~~practices. ~~delays~~There inhave ~~obtaining~~been ~~approvals~~U.S. Incongressional ~~many regions~~inquiries, ~~including~~presidential ~~the~~executive ~~European~~orders ~~Union,~~and orproposed ~~EU, Japan~~ and ~~Canada,~~enacted ~~the~~legislation ~~pricing~~designed ofto, ~~prescription~~among ~~drugs~~other isthings, ~~controlled~~bring bymore ~~the~~transparency ~~government~~to ~~and~~drug ~~some~~pricing, ~~countries~~reduce ~~require approval of~~ the ~~sale~~cost ~~price~~ of aprescription ~~drug~~drugs ~~before~~under itMedicare, ~~can~~review bethe ~~marketed.~~relationship Inbetween ~~many countries, the~~ pricing ~~review~~and ~~period~~manufacturer ~~begins~~patient ~~after~~programs ~~regulatory~~and ~~approval~~reform ~~for~~government ~~the~~program ~~product~~reimbursement ismethodologies ~~granted~~for drugs. ~~Regulatory~~We ~~agencies~~expect inthat ~~those~~the ~~countries~~healthcare ~~could~~reform ~~determine~~measures that ~~the~~have ~~pricing~~been ~~for~~adopted ~~our~~and ~~products~~may ~~should~~ be ~~based~~adopted onin ~~prices~~the offuture ~~other~~in ~~commercially available drugs for~~ the ~~same~~United ~~disease,~~States ~~rather~~may ~~than~~result ~~allowing~~in usmore torigorous ~~market~~coverage ~~our~~criteria ~~products~~and atadditional adownward ~~premium~~pressure ason ~~new~~the ~~drugs.~~price Asthat ~~a result,~~ we ~~might~~receive ~~obtain marketing approval~~ for aany approved product inand acould ~~particular~~seriously ~~country,~~harm ~~but~~our ~~then~~future berevenues. ~~subject~~Any toreduction ~~price~~in ~~regulations~~reimbursement ~~that~~from ~~delay~~Medicare or ~~limit~~other ~~our~~government ~~commercial~~programs ~~launch~~may ofresult ~~the~~in ~~product,~~a ~~possibly~~similar ~~for~~reduction ~~lengthy~~in ~~time~~payments ~~periods, which could negatively impact the revenue we generate~~ from ~~the~~private ~~sale of the product in that particular country~~payors. InThe ~~some~~implementation ~~foreign~~of ~~markets,~~cost ~~prescription~~containment ~~pharmaceutical~~measures ~~pricing~~or ~~remains~~other ~~subject~~healthcare toreforms ~~continuing~~may ~~governmental~~prevent ~~control~~us ~~even~~from ~~after~~being ~~initial~~able ~~approval is granted. Adverse pricing limitations may hinder our ability~~ to ~~recoup~~generate ~~our~~revenue, ~~investment~~attain inprofitability ~~one~~ or ~~more~~commercialize ~~product candidates, even if~~ our ~~product candidates obtain marketing approval~~products.

In many regions outside of the United States, including the European Union, or EU, Japan and Canada, the pricing of prescription drugs is already controlled by the government and some countries require approval of the sale price of a drug before it can be marketed. In many countries, the pricing review period begins after regulatory approval for the product is granted. As a result, we might obtain marketing approval for a product in a particular country, but then be subject to price regulations that delay or limit our commercial launch of the product, possibly for lengthy time periods, which could negatively impact the revenue we generate from the sale of the product in that particular country.

In approving the sale price for a marketed drug, many countries outside of the United States implement health technology assessment, or HTA, procedures that use formal economic metrics such as cost effectiveness to determine prices, coverage and reimbursement of new therapies. These assessments are increasingly implemented in established and emerging markets and could require us to compile additional data comparing the cost-effectiveness of our products to other available therapies. Efforts to generate additional data for the HTA process could involve additional expenses which may substantially increase the cost of commercializing and marketing our products outside the United States. Regulatory agencies may also determine that the pricing for our products should be based on prices of other commercially available drugs for the same disease, rather than allowing us to market our products at a premium as new drugs. Adverse pricing limitations, either before or after initial approvals, may hinder our ability to recoup our investment in one or more product candidates, even if our product candidates obtain marketing approval. If we are unable to maintain favorable pricing status in EU member states or other countries that represent significant markets, our anticipated revenue from and growth prospects for our products from those regions could be negatively affected.

In many countries outside the United States, government-sponsored healthcare systems are the primary payors for drugs. With increasing budgetary constraints and/or difficulty in understanding the value of medicines, governments and payors in many countries are applying a variety of measures to exert downward price pressure and we expect that legislators, policy makers and healthcare insurance funds in the EU member states will continue to propose and implement cost cutting measures. These measures include mandatory price controls, price referencing, therapeutic-reference pricing, increases in mandates, incentives for generic substitution and biosimilar usage, government-mandated price cuts, limitations on coverage of target population and introduction of volume caps.

Our commercial success also depends on coverage and adequate reimbursement of our product candidates by third-party payors, which may be difficult or time-consuming to obtain, may be limited in scope and may not be obtained in all jurisdictions in which we may seek to market our products. Governments and private insurers closely examine medical products to determine whether they should be covered by reimbursement and, if so, the level of reimbursement that will apply. Government authorities and other third-party payors have attempted to control costs by limiting coverage and the amount of reimbursement for particular drugs. Increasingly, third-party payors are requiring that drug companies provide them with predetermined discounts from list prices and are challenging the prices charged for drug products. We cannot be sure that coverage and reimbursement will be available for any product that we or our partners commercialize and, if reimbursement is available, what the level of reimbursement will be. Coverage and reimbursement may impact the demand for, or the price of, any product

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Our commercial success also depends on coverage and adequate reimbursement of our product candidates by third-party payors, including government payors, private health insurers, health maintenance organizations and other organizations, which may be difficult or time-consuming to obtain, may be limited in scope and may not be obtained in all jurisdictions in which we may seek to market our products. Governments and private insurers closely examine medical products to determine whether they should be covered by reimbursement and, if so, the level of reimbursement that will apply. Government authorities and other third-party payors have attempted to control costs by limiting coverage and the amount of reimbursement for particular drugs. Increasingly, third-party payors are requiring that drug companies provide them with predetermined discounts from list prices and are challenging the prices charged for drug products. We cannot be sure that coverage and reimbursement will be available for any product that we or our partners commercialize and, if reimbursement is available, what the level of reimbursement will be. Coverage and reimbursement may impact the demand for, or the price of, any product candidate for which we or our partners obtain regulatory approval. If coverage and reimbursement are not available or reimbursement is available only to limited levels, we and our partners may not be able to successfully commercialize any product candidate for which marketing approval is obtained.

There may be significant delays in obtaining coverage and reimbursement for newly approved drugs, and coverage may be more limited than the purposes for which the drug is approved by the FDA or comparable foreign health authorities. Moreover, eligibility for coverage and reimbursement does not imply that a drug will be paid for in all cases or at a rate that covers our costs, including costs of research, development, manufacture, sale and distribution. Interim reimbursement levels for new drugs, if applicable, may also not be sufficient to cover our costs and may only be temporary. Reimbursement rates may vary according to the use of the drug and the clinical setting in which it is used, may be based on reimbursement levels already set for lower cost drugs and may be incorporated into existing payments for other services. Net prices for drugs may be reduced by mandatory discounts or rebates required by government healthcare programs or private payors and by any future relaxation of laws that presently restrict imports of drugs from countries where they may be sold at lower prices than in the United States. Our inability to promptly obtain coverage and profitable reimbursement rates from both government-funded and private payors for any approved products that we develop could have a material adverse effect on our operating results, our ability to raise capital needed to commercialize products and our overall financial condition.

The advancement of healthcare reform may negatively impact our ability to profitably sell our product candidates, if approved.

Third-party payors, whether domestic or foreign, or governmental or commercial, are developing increasingly sophisticated methods of controlling healthcare costs. The United States and many foreign jurisdictions have enacted or proposed legislative and regulatory changes affecting the healthcare system that could prevent or delay marketing approval of our product candidates, restrict or regulate post-approval activities and affect our ability to profitably sell any product for which we obtain marketing approval.

For example, on August 16, 2022, President Biden signed the Inflation Reduction Act of 2022, or the IRA, into law, which among other things, (1) directs the U.S. Department of Health and Human Services, or HHS, to negotiate the price of certain single-source drugs and biologics covered under Medicare and (2) imposes rebates under Medicare Part B and Medicare Part D to penalize price increases that outpace inflation. These provisions will take effect progressively starting in fiscal year 2023, although they may be subject to legal challenges. It is currently unclear how the IRA will be implemented but is likely to have a significant impact on the pharmaceutical industry. Further, in March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, collectively referred to as the ACA, was enacted, which includes measures that have significantly changed the way health care is financed by both governmental and private insurers. There have been executive, judicial and congressional challenges to certain aspects of the ACA. While Congress has not passed comprehensive legislation repealing the ACA, such legislation may be reintroduced. Members of Congress have introduced legislation to modify or replace certain provisions of the ACA. It is unclear how these efforts to repeal and/or replace the ACA will impact the ACA and our business. For example, the Tax Cuts and Jobs Act, or the 2017 Tax Act, repealed the tax-based shared responsibility payment imposed by the ACA on certain individuals who fail to maintain qualifying health coverage that is commonly referred to as the “individual mandate.” On June 17, 2021, the U.S. Supreme Court dismissed a challenge on procedural grounds that argued the ACA is unconstitutional in its entirety because the “individual mandate” was repealed by Congress. Prior to the United States Supreme Court ruling, on January 28, 2021, President Biden issued an executive order that initiated a special enrollment period for purposes of obtaining health insurance coverage through the ACA marketplace. The executive order also instructed certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare, including among others, reexamining Medicaid demonstration projects and waiver programs that include work requirements, and policies that create unnecessary barriers to obtaining access to health insurance coverage

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through Medicaid or the ACA. The IRA also, among other things, extends enhanced subsidies for individuals purchasing health insurance coverage in ACA marketplaces through plan year 2025 and eliminates the “donut hole” under the Medicare Part D program beginning in 2025 by significantly lowering the beneficiary maximum out-of-pocket cost through a newly established manufacturer discount program. It is possible that the ACA and IRA may be subject to judicial or Congressional challenges in the future. It is unclear how any additional healthcare reform measures may impact the ACA or IRA, increase the pressure on drug pricing or limit the availability of coverage and adequate reimbursement for our product candidates, which would adversely affect our business.

There has also been increasing executive, legislative and enforcement interest in the United States with respect to drug pricing practices. There have been U.S. congressional inquiries, presidential executive orders and proposed and enacted legislation designed to, among other things, bring more transparency to drug pricing, reduce the cost of prescription drugs under Medicare, review the relationship between pricing and manufacturer patient programs and reform government program reimbursement methodologies for drugs. For example, in an executive order, the administration of President Biden expressed its intent to pursue certain policy initiatives to reduce drug prices and, in response, HHS released a Comprehensive Plan for Addressing High Drug Prices that outlines principles for drug pricing reform and sets out a variety of potential legislative policies that Congress could pursue to lower drug prices. Further, the Biden administration released an additional executive order on October 14, 2022, directing HHS to submit a report on how the Center for Medicare and Medicaid Innovation can be further leveraged to test new models for lowering drug costs for Medicare and Medicaid beneficiaries. It is unclear whether this executive order or similar policy initiatives will be implemented in the future. We expect that the healthcare reform measures that have been adopted and may be adopted in the future may result in more rigorous coverage criteria and additional downward pressure on the price that we receive for any approved product and could seriously harm our future revenues. Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from private payors. The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue, attain profitability or commercialize our products.

There have been, and likely will continue to be, legislative and regulatory proposals at the foreign, federal and state levels directed at broadening the availability of healthcare and containing or lowering the cost of healthcare. Such reforms could have an adverse effect on anticipated revenue from product candidates that we may successfully develop and for which we may obtain regulatory approval and may affect our overall financial condition and ability to develop product candidates.

In many countries outside the United States, government-sponsored healthcare systems are the primary payors for drugs. With increasing budgetary constraints and/or difficulty in understanding the value of medicines, governments and payors in many countries are applying a variety of measures to exert downward price pressure and we expect that legislators, policy makers and healthcare insurance funds in the EU Member States will continue to propose and implement cost cutting measures. These measures include mandatory price controls, price referencing, therapeutic-reference pricing, increases in mandates, incentives for generic substitution and biosimilar usage, government-mandated price cuts, limitations on coverage of target population and introduction of volume caps.

Many countries implement health technology assessment, or HTA, procedures that use formal economic metrics such as cost-effectiveness to determine prices, coverage and reimbursement of new therapies. These assessments are increasingly implemented in established and emerging markets. In the EU, the newly-adopted Regulation (EU) 2021/2282 on Health Technology Assessment, or HTA Regulation, which will become effective in January 2025, will allow EU member states to use common HTA tools, methodologies and procedures to conduct joint clinical assessments and joint scientific consultations whereby HTA authorities may provide advice to health technology developers. Each EU member state will, however, remain exclusively competent for assessing the relative effectiveness of health technologies and making pricing and reimbursement decisions. Given that the extent to which pricing and reimbursement decisions are influenced by the HTA process currently varies between EU member states, it is possible that our products may be subject to favorable pricing and reimbursement status only in certain EU countries. If we are unable to maintain favorable pricing and reimbursement status in EU member states that represent significant markets, including following periodic review, our anticipated revenue from and growth prospects for our products in the EU could be negatively affected. Moreover, in order to obtain reimbursement for our products in some EU member states, we may be required to compile additional data comparing the cost-effectiveness of our products to other available therapies. Efforts to generate additional data for the HTA process will involve additional expenses which may substantially increase the cost of commercializing and marketing our products in certain EU member states.

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We expect that countries will continue taking aggressive actions to seek to reduce expenditures on drugs. Similarly, fiscal constraints may also affect the extent to which countries are willing to approve new and innovative therapies and/or allow access to new technologies.

We cannot predict the likelihood, nature or extent of healthcare reform initiatives that may arise from future legislation or administrative action. If we or any third parties we may engage are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we or such third parties are not able to maintain regulatory compliance, our product candidates may lose any regulatory approval that may have been obtained and we may not achieve or sustain profitability.

Our international operations may expose us to business, regulatory, political, operational, financial, pricing and reimbursement risks associated with doing business outside of the United States.

Our business is subject to risks associated with conducting business internationally. Some of our suppliers and clinical trial sites are located outside of the United States. Furthermore, if we, ~~Merck~~ or any future partner succeeds in developing any of our product candidates, we intend to market them in the EU and other jurisdictions in addition to the United States. If approved, we, ~~Merck~~ or any future partner may hire sales representatives and conduct physician and patient association outreach activities outside of the United States. Doing business internationally involves a number of challenges and risks, including but not limited to:

•multiple, conflicting and changing laws and regulations, such as privacy and data protection regulations, tax laws, export and import restrictions, employment laws, regulatory requirements and other governmental approvals, permits and licenses;

•failure by us to obtain and maintain regulatory approvals for the use of our products in various countries;

•rejection or qualification of foreign clinical trial data by the competent authorities of other countries;

•delays or interruptions in the supply of clinical trial material resulting from any events affecting raw material or component supply or manufacturing capabilities abroad~~, including those that may result from the ongoing COVID-19 pandemic~~;

•additional potentially relevant third-party patent rights;

•complexities and difficulties in obtaining, maintaining, protecting and enforcing our intellectual property;

•difficulties in staffing and managing foreign operations;

•complexities associated with managing multiple payor reimbursement regimes, government payors or patient self-pay systems;

•limits on our ability to penetrate international markets;

•financial risks, such as longer payment cycles, difficulty collecting accounts receivable, the impact of inflation and local and regional financial crises on demand and payment for our products and exposure to foreign currency exchange rate fluctuations;

•natural disasters, political, geopolitical and economic instability, including wars such as the conflict between Russia and Ukraine, terrorism and political unrest, disease outbreaks, epidemics and pandemics, ~~including COVID-19 and related shelter-in-place orders, travel, social distancing and quarantine policies,~~ boycotts, curtailment of trade and other business restrictions; and

•regulatory and compliance risks that relate to anti-corruption compliance and record-keeping that may fall within the purview of the U.S. Foreign Corrupt Practices Act, its accounting provisions or its anti-bribery provisions or provisions of anti-corruption or anti-bribery laws in other countries.

Any of these factors could harm our ongoing international clinical operations and supply chain, as well as any future international expansion and operations and, consequently, our business, financial condition, prospects and results of operations.

Product liability lawsuits against us could cause us to incur substantial liabilities and to limit commercialization of any products that we may develop.

We face an inherent risk of product liability exposure related to the testing of our product candidates in human clinical trials and will face an even greater risk if we or our partner commercializes any resulting products. This risk is heightened in regard to the potential Phase 2 proof-of-concept study of NGM120 for the treatment of HG given the highly vulnerable potential patient population involved. Product liability claims may be brought against us by subjects enrolled in our clinical trials, patients, healthcare providers or others using, administering or selling our products. If we cannot successfully defend ourselves against claims that our product candidates or products that we may develop caused injuries, we could incur substantial liabilities. Regardless of merit or eventual outcome, liability claims may result in:

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•decreased demand for any product candidates or products that we may develop;

•termination of clinical trial sites or entire trial programs;

•injury to our reputation and significant negative media attention;

•withdrawal of clinical trial participants;

•significant costs to defend the related litigation;

•substantial monetary awards to trial subjects or patients;

•loss of revenue;

•diversion of management and scientific resources from our business operations; and

•the inability to commercialize any products that we may develop.

Our clinical trial liability insurance coverage may not adequately cover all liabilities that we may incur. We may not be able to maintain insurance coverage at a reasonable cost or in an amount adequate to satisfy any liability that may arise. Our inability to obtain product liability insurance at an acceptable cost or to otherwise protect against potential product liability claims could prevent or delay the commercialization of any products or product candidates that we develop. We intend to expand our insurance coverage for products to include the sale of commercial products if we obtain marketing approval for our product candidates in development, but we may be unable to obtain commercially reasonable product liability insurance for any products approved for marketing. Large judgments have been awarded in class action lawsuits based on drugs that had unanticipated side effects. If we are sued for any injury caused by our products, product candidates or processes, our liability could exceed our product liability insurance coverage and our total assets. Claims against us, regardless of their merit or potential outcome, may also generate negative publicity or hurt our ability to obtain physician endorsement of our products or expand our business.

Our relationships with healthcare providers, customers and third-party payors will be subject to applicable anti-kickback, fraud and abuse, transparency and other healthcare laws and regulations, which, if violated, could expose us to criminal sanctions, civil penalties, contractual damages, reputational harm, administrative burdens and diminished profits and future earnings.

Healthcare providers, including physicians, and third-party payors will play a primary role in the recommendation and prescription of any product candidates for which we or our partner obtains marketing approval. Our arrangements with healthcare providers, third-party payors and customers may expose us to broadly applicable fraud and abuse and other healthcare laws and regulations that may constrain the business or financial arrangements and relationships through which we research, market, sell and distribute our products for which we or our partner obtain marketing approval. Restrictions under applicable federal and state healthcare laws and regulations, include the following:

•the federal Anti-Kickback Statute prohibits persons from, among other things, 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, the referral of an individual for the furnishing or arranging for the furnishing, or the purchase, lease or order, or arranging for or recommending purchase, lease or order, of any good or service for which payment may be made under a federal healthcare program, such as Medicare and Medicaid;

•the federal False Claims Act, or FCA, imposes criminal and civil penalties, including through civil whistleblower or qui tam actions, against individuals or entities for knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government;

•the federal Health Insurance Portability and Accountability Act, or HIPAA, imposes criminal liability for knowingly and willfully executing a scheme to defraud any healthcare benefit program, knowingly and willfully embezzling or stealing from a healthcare benefit program, willfully obstructing a criminal investigation of a healthcare offense or knowingly and willfully making false statements relating to healthcare matters;

•HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 and its implementing regulations, or HITECH, also imposes obligations on certain covered entity healthcare providers, health plans and healthcare clearinghouses, and their business associates that perform certain services involving the use or disclosure of individually identifiable health information as well as their covered subcontractors, including mandatory contractual terms, with respect to safeguarding the privacy, security, processing and transmission of individually identifiable health information;

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•the federal Physician Payments Sunshine Act, as amended, and its implementing regulations, requires manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report annually to the HHS information related to “payments or other transfers of value” made to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), other health care professionals (such as physician assistants and nurse practitioners) and teaching hospitals, as well as information regarding ownership and investment interests held by physicians and their immediate family members; and

•analogous state and foreign laws and regulations, such as state and foreign anti-kickback and false claims laws, which may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers; state and foreign laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government or otherwise restrict payments that may be made to healthcare providers; state and local laws requiring the registration of pharmaceutical sales representatives; state and foreign laws that require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers, marketing expenditures or pricing; and state and foreign laws that govern the privacy and security and other processing of health information in certain circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts.

Efforts to ensure that our business arrangements with third parties will comply with applicable healthcare laws and regulations will involve substantial costs. It is possible that governmental authorities will conclude that our business practices may not comply with current or future statutes, regulations or case law interpreting applicable fraud and abuse or other healthcare laws and regulations. If our operations are found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant civil, criminal and administrative penalties, damages, fines, additional regulatory oversight, litigation, imprisonment, exclusion from government funded healthcare programs, such as Medicare and Medicaid, and the curtailment or restructuring of our operations. If any of the physicians or other healthcare providers or entities with whom we expect to do business is found not to be in compliance with applicable laws, that person or entity may be subject to criminal, civil or administrative sanctions, including exclusions from government funded healthcare programs.

Outside the United States, interactions between pharmaceutical companies and health care professionals are also governed by strict laws, such as national anti-bribery laws of EU member states, national sunshine rules, regulations, industry self-regulation codes of conduct and physicians’ codes of professional conduct. Failure to comply with these requirements could result in reputational risk, public reprimands, administrative penalties, fines or imprisonment.

Our business could be materially and adversely affected in the future by the effects of disease outbreaks, epidemics and pandemics~~, including the COVID-19 pandemic~~.

Disease outbreaks, epidemics and pandemics, ~~such as the COVID-19 pandemic,~~ in regions where we have ~~concentrations of~~ clinical trial sites or other business operations could adversely affect our business, including by causing significant disruptions in our operations and/or in the operations of third-party manufacturers and CROs upon whom we rely. Disease outbreaks, epidemics and pandemics have negative impacts on our ability to initiate new clinical trial sites, to enroll new patients and to maintain existing patients who are participating in our clinical trials, which may include increased clinical trial costs, longer timelines and delay in our ability to obtain regulatory approvals of our product candidates, if at all. For example, our ability to attract additional clinical trial sites and principal investigators to conduct our clinical trials and to conduct the necessary clinical trial site initiation procedures was impacted by COVID-19 quarantines, shelter-in-place and similar restrictions imposed by federal, state and local governments. In addition, during the COVID-19 pandemic, we experienced, from time to time, a slower pace of clinical site initiation and clinical trial enrollment and a higher subject dropout rate than originally anticipated in certain of our clinical trials, which we believe may have been due to factors such as the vulnerability of our studied patient populations, site staff shortages, clinical trial site suspensions, reallocation of medical resources and the challenges of working remotely due to shelter-in-place and similar government orders and guidelines, among other factors.

General supply chain issues may be exacerbated during disease outbreaks, epidemics and pandemics and may also impact the ability of our clinical trial sites to obtain basic medical supplies used in our trials in a timely fashion, if at all. ~~For~~In ~~example~~addition, inour ~~2022~~CMOs’ wefacilities and operations were ~~made~~adversely ~~aware~~affected ofby alabor, ~~shortage~~raw material and component shortages, high turnover of ~~tubes~~staff ~~required~~and ~~for~~difficulties ~~taking~~in ~~blood~~hiring ~~samples,~~trained ~~requiring~~and ~~the~~qualified ~~use~~replacement ofstaff ~~tubes~~during ofthe aCOVID-19 ~~different~~pandemic. ~~size~~These ~~from~~difficulties ~~those~~resulted ~~specified~~in some delays in ~~one~~early ofdevelopment ~~our~~timelines ~~protocols.~~and Inwe ~~addition,~~could experience more significant disruptions to our ~~CMOs’~~supply ~~facilities~~chain and operations ~~have~~as ~~been~~a ~~adversely~~result ~~affected~~of bydisease ~~labor~~outbreaks, ~~raw~~epidemics ~~material~~or ~~and~~pandemics ~~component~~in ~~shortages,~~the ~~high~~future. If our CMOs are required to obtain an alternative source of certain raw

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turnover of staff and difficulties in hiring trained and qualified replacement staff during the COVID-19 pandemic. These difficulties have resulted in some delays in early development timelines and we could experience more significant disruptions to our supply chain and operations as a result of disease outbreaks, epidemics or pandemics in the future. If our CMOs are required to obtain an alternative source of certain raw materials and components, for example, additional testing, validation activities and regulatory approvals may be required which can also have a negative impact on timelines. Any associated delays in the manufacturing and supply of drug substance and drug product for our clinical trials could adversely affect our ability to conduct ongoing and future clinical trials of our product candidates on our anticipated development timelines. Likewise, the operations of our third-party manufacturers may be requisitioned, diverted or allocated by U.S. or foreign government orders such as under emergency, disaster and civil defense declarations in connection with ~~the~~future ~~COVID-19~~disease ~~pandemic~~outbreaks, epidemics or ~~otherwise~~pandemics. For example, early in the COVID-19 pandemic, our aldafermin drug product CMO advised us that it could be required under orders of the U.S. government to allocate manufacturing capacity to the manufacture or distribution of COVID-19 vaccines. If any of our CMOs or raw materials or components suppliers become subject to acts or orders of U.S. or foreign government entities to allocate or prioritize manufacturing capacity, raw materials or components to the manufacture or distribution of vaccines or medical supplies needed to test or treat patients in a disease outbreak, epidemic or pandemic, this could delay our clinical trials, perhaps substantially, which could materially and adversely affect our business.

Moreover, COVID-19 continues to evolve, and the extent to which COVID-19 may impact our business, results of operations and financial position will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the emergence, infectiousness and severity of new variants, travel restrictions, quarantines and social distancing in the United States and other countries, business closures or business disruptions, global supply challenges, and the effectiveness of actions in the United States and other countries to contain and treat the disease. New health epidemics or pandemics may emerge that result in similar or more severe disruptions to our business. To the extent the effects of ~~the continuing COVID-19 pandemic, or~~ any future disease outbreak, epidemic or pandemic, adversely ~~affects~~affect our business and results of operations, it also may have the effect of heightening many of the other risks and uncertainties described elsewhere in this ‘‘"Risk Factors’’" section.

Risks Related to Regulatory Approvals

The regulatory approval processes of the FDA and comparable foreign health authorities are lengthy and inherently unpredictable. Our inability to obtain regulatory approval for our product candidates would substantially harm our business.

Currently, none of our product candidates has received regulatory approval and we do not expect our product candidates to be commercially available for several years, if at all. The time required to obtain approval from the FDA and comparable foreign health authorities is unpredictable but typically takes many years following the commencement of preclinical studies and clinical trials and depends upon numerous factors, including the substantial discretion of the health authorities. In addition, approval policies, regulations or the type and amount of preclinical and clinical data necessary to gain approval may change during the course of a product candidate’s development and may vary among jurisdictions. It is possible that none of our existing or future product candidates will ever obtain regulatory approval.

Our product candidates could fail to receive regulatory approval from the FDA or a comparable foreign health authority for many reasons, including:

•disagreement with the design or implementation of our clinical trials;

•failure to demonstrate that a product candidate is safe and effective for its proposed indication;

•failure of results of clinical trials to meet the level of statistical significance required for approval;

•failure to demonstrate that a product candidate’s clinical and other benefits outweigh its safety risks;

•disagreement with our interpretation of data from preclinical studies or clinical trials;

•the insufficiency of data collected from clinical trials to support the submission and filing of a biologics license application, or BLA, or other submission or to obtain regulatory approval;

•failure to obtain approval of the manufacturing processes or facilities of third-party manufacturers with whom we contract for clinical and commercial supplies;

•unfavorable quality review or audit/inspection findings; or

•changes in the approval policies or regulations that render our preclinical and clinical data insufficient for approval.

63The FDA or a comparable foreign health authority may require more information, including additional preclinical or clinical data, to support approval, which may delay or prevent approval and commercialization, or we may decide to abandon the development program for other reasons. If we obtain approval, regulatory authorities may approve any of our product candidates for fewer or more limited indications than we request, may grant accelerated approval or conditional marketing authorization based on a surrogate endpoint and contingent on the successful outcome of costly post-marketing confirmatory clinical trials or may approve a product candidate with a label that does not include the labeling claims necessary or desirable for the successful commercialization of that product candidate. In this regard, we are designing a potential registrational trial of aldafermin in PSC and continuing discussions with the FDA, including on the proposed utilization of a primary endpoint composed of

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~~The~~surrogate ~~FDA~~biomarkers orwith athe ~~comparable~~goal ~~foreign~~of ~~health~~obtaining ~~authority~~accelerated ~~may~~approval. ~~require~~There ~~more~~is ~~information,~~no ~~including~~guarantee ~~additional~~that ~~preclinical~~the orFDA ~~clinical~~will ~~data,~~accept toour ~~support~~proposed ~~approval~~primary endpoint, in which ~~may delay or prevent approval and commercialization~~case, or we may ~~decide to~~ abandon the development ~~program for other reasons. If we obtain approval, regulatory authorities may approve any~~ of ~~our~~aldafermin ~~product~~in candidates for fewer or more limited indications than we request, may grant accelerated approval or conditional marketing authorization based on a surrogate endpoint and contingent on the successful outcome of costly post-marketing confirmatory clinical trials or may approve a product candidate with a label that does not include the labeling claims necessary or desirable for the successful commercialization of that product candidatePSC.

~~The~~If ~~FDA~~we ~~has~~or a ~~Fast~~future ~~Track~~partner ~~program~~seek ~~that~~accelerated isapproval ~~intended~~for toone ~~expedite~~of orour ~~facilitate~~product ~~the~~candidates, ~~process~~such ~~for~~as ~~reviewing~~aldafermin ~~new~~in ~~drug~~PSC, ~~products~~based ~~that~~on ~~meet~~a ~~certain~~surrogate ~~criteria. Specifically~~endpoint, ~~new~~the ~~drugs~~FDA ~~are~~may ~~eligible~~not ~~for~~accept ~~Fast~~such ~~Track~~endpoint, ~~designation~~may ifrequire ~~they~~additional ~~are~~studies ~~intended~~or toanalysis ~~treat~~or amay ~~serious~~not orapprove ~~life-threatening~~our ~~disease~~product orcandidate ~~condition~~on ~~and~~an ~~demonstrate~~accelerated ~~the~~basis, ~~potential~~or toat ~~address~~all. ~~unmet~~In ~~medical~~addition, ~~needs~~if ~~for~~full ~~the~~approval ~~disease~~is orgranted ~~condition,~~for ~~and~~another ~~the~~product ~~FDA~~in ~~may~~the ~~grant~~same ~~accelerated~~indication ~~approval~~for ~~based~~which onwe aare ~~surrogate~~seeking ~~endpoint~~accelerated ~~reasonably~~approval ~~likely~~for toone ~~predict~~of ~~clinical~~our ~~benefit.~~product ~~However~~candidates, ~~Fast~~the ~~Track~~accelerated ~~designation~~approval ~~does~~pathway ~~not~~may ~~guarantee,~~no orlonger inbe ~~any~~available ~~way~~to ~~change~~us ~~the~~or ~~standards~~a future partner for, ~~full~~our product ~~approval~~candidate.

Many agents in development for NASH have, or are expected to, opt for an accelerated approval pathway and rely on surrogate endpoints for initial approval. If we or a future partner seek accelerated approval for one of our product candidates based on a surrogate endpoint, the FDA may not accept such endpoint, may require additional studies or analysis or may not approve our product candidate on an accelerated basis, or at all. For example, in June 2020, Intercept Pharmaceuticals, Inc., or Intercept, announced that it had received a complete response letter regarding its new drug application, or NDA, for obeticholic acid for the treatment of NASH, in which the FDA indicated that it had determined that the predicted benefit of obeticholic acid based on a surrogate histopathologic endpoint was uncertain and did not sufficiently outweigh the potential risks to support accelerated approval for the treatment of patients with liver fibrosis due to NASH. The FDA recommended that Intercept submit additional post-interim analysis efficacy and safety data from its ongoing Phase 3 study in support of potential accelerated approval and that the long-term outcomes phase of the study should continue. In addition, if full approval is granted for another product in the same indication for which we are seeking accelerated approval for one of our product candidates, the accelerated approval pathway may no longer be available to us or a future partner for our product candidate.

In the EU, innovative products that target an unmet medical need and are expected to be of major public health interest may be eligible for a number of expedited development and review programs, such as the Priority Medicines, or PRIME, scheme, which provides incentives similar to the breakthrough therapy designation in the United States.

Sponsors that benefit from PRIME designation are potentially eligible for accelerated assessment of their marketing authorization applications, although this is not guaranteed. If a product for which PRIME designation was granted is the subject of an accelerated assessment, the product may be placed on the market in the EU before our product candidate with a similar therapeutic indication.

Our failure to obtain health authority approval in foreign jurisdictions would prevent us from marketing our product candidates outside the United States.

If we or our partners succeed in developing any products, we intend to market them in the EU and other foreign jurisdictions in addition to the United States. In order to market and sell our products in other jurisdictions, we must obtain separate marketing approvals and comply with numerous and varying regulatory requirements. The approval procedure varies among countries and can involve additional testing. The time required to obtain approval may differ substantially from that required to obtain FDA approval. The regulatory approval process outside the United States generally includes all of the risks associated with obtaining FDA approval. In addition, in many countries outside the United States, we must secure product pricing and reimbursement approvals before health authorities will approve the product for sale in that country. Obtaining foreign regulatory approvals and compliance with foreign regulatory requirements could result in significant delays, difficulties and costs for us and could delay or prevent the introduction of our products in certain countries. Further, clinical trials conducted in one country may not be accepted by health authorities in other countries and regulatory approval in one country does not ensure approval in any other country, while a failure or delay in obtaining regulatory approval in one country may have a negative effect on the regulatory approval process in others. If we fail to obtain approval of any of our product candidates by health authorities in another country, we will be unable to commercialize our product in that country, and the commercial prospects of that product candidate and our business prospects could decline.

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Even if our product candidates receive regulatory approval, they may still face future development and regulatory difficulties.

Even if we obtain regulatory approval for a product candidate, it would be subject to ongoing requirements by the FDA and comparable foreign health authorities governing the manufacture, quality control, further development, labeling, packaging, storage, distribution, safety surveillance, import, export, advertising, promotion, recordkeeping and reporting of safety and other post-market information. The FDA and comparable foreign health authorities will continue to closely monitor the safety profile of any product even after approval. If the FDA or comparable foreign health authorities become aware of new safety information after approval of any of our product candidates, they may require labeling changes or establishment of a Risk Evaluation and Mitigation Strategy, or REMS, or similar strategy, impose significant restrictions on a product’s indicated uses or marketing or impose ongoing requirements for potentially costly post-approval studies or post-market surveillance. Failure to comply with any related obligations may result in the suspension, variation or withdrawal of an obtained approval and in civil and/or criminal penalties. Receipt of approval for narrower indications than sought, restrictions on marketing through a REMS or similar strategy imposed in an EU member state or other foreign country, or significant labeling restrictions or requirements in an approved label such as a boxed warning, could have a negative impact on our ability to recoup our R&D costs and to successfully commercialize that product, any of which could materially and adversely affect our business, financial condition, results of operations and growth prospects. In any event, if we are unable to comply with our post-marketing obligations imposed as part of the marketing approvals in the United States, the EU, or other countries, our approval may be varied, suspended or revoked, product supply may be delayed and our sales of our products could be materially adversely affected.

In addition, manufacturers of drug substance and drug products and their facilities are subject to continual review and periodic inspections by the FDA and comparable foreign health authorities for compliance with current Good Manufacturing Practices, or cGMP, regulations. If we or a regulatory ~~agency~~authority discover previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with the facility where the product is manufactured, a regulatory ~~agency~~authority may impose restrictions on that product, the manufacturing facility or us, including requiring recall or withdrawal of the product from the market or suspension of manufacturing. If we or the manufacturing facilities for our product candidates fail to comply with applicable regulatory requirements, or if our product candidates are found to cause undesirable or unacceptable side effects, a regulatory ~~agency~~authority may:

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•issue safety alerts, Dear Healthcare Provider letters, press releases or other communications containing warnings about such product;

•mandate modifications to promotional materials or require us to provide corrective information to healthcare practitioners;

•require that we conduct and complete post-marketing studies;

•require us to enter into a consent decree, which can include imposition of various fines, reimbursements for inspection costs, required due dates for specific actions and penalties for noncompliance;

•seek an injunction or impose civil or criminal penalties or monetary fines;

•suspend marketing of, withdraw or vary regulatory approval of or initiate a recall of such product;

•suspend any ongoing clinical trials;

•refuse to approve pending applications or supplements to applications filed by us;

•suspend or impose restrictions on operations, including costly new manufacturing requirements; or

•seize or detain products or refuse to permit the import or export of products.

The occurrence of any event or penalty described above may inhibit our ability to commercialize our products and generate revenue.

Advertising and promotion of any product candidate that obtains approval in the United States will be heavily scrutinized by the FDA, Department of Justice, HHS, Office of Inspector General, state attorneys general, members of Congress and the public. Violations, including promotion of our products for unapproved (or off-label) uses, are subject to enforcement letters, inquiries and investigations and civil and criminal sanctions by the government. Additionally, comparable foreign health authorities, public prosecutors, industry associations, healthcare professionals and other members of the public will heavily scrutinize advertising and promotion of any product candidate outside of the United States.

In the United States, engaging in the impermissible promotion of our products for off-label uses can subject us to false claims litigation under federal and state statutes, which can lead to civil and criminal penalties and fines and agreements that materially restrict the manner in which a company promotes or distributes drug products. These false claims statutes include the federal FCA, which allows any individual to bring a lawsuit against a pharmaceutical company on behalf of the federal government alleging submission of false or fraudulent claims, or causing to present such false or fraudulent claims, for payment by a federal program such as Medicare or Medicaid. If the government prevails in the lawsuit, the individual will share in any fines or settlement funds. Since 2004, these FCA lawsuits against pharmaceutical companies have increased significantly in volume and breadth, leading to several substantial civil and criminal settlements regarding certain sales practices promoting off-label drug uses involving fines in excess of $1 billion. This growth in litigation has increased the risk that a pharmaceutical company will have to defend a false claim action, pay settlement fines or restitution, agree to comply with burdensome reporting and compliance obligations and be excluded from Medicare, Medicaid and other federal and state healthcare programs. If we do not lawfully promote our approved products, we may become subject to such litigation and, if we do not successfully defend against such actions, those actions may have a material adverse effect on our business, financial condition and results of operations.

65In the EU, the advertising and promotion of medicinal products are subject to both EU and EU member state laws governing promotion of medicinal products, interactions with physicians and other healthcare professionals, misleading and comparative advertising and unfair commercial practices. Although general requirements for advertising and promotion of medicinal products are established under EU directives, the details are governed by regulations in each member state and can differ from one country to another. For example, applicable laws require that promotional materials and advertising in relation to medicinal products comply with the product’s Summary of Product Characteristics, or SmPC, as approved by the competent authorities in connection with a marketing authorization. The SmPC is the document that provides information to physicians concerning the safe and effective use of the product. Promotional activity that does not comply with the SmPC is considered off-label and is prohibited in the EU. Promotion materials and advertising may also require approval by competent authorities in certain European Economic Area, or EEA, countries. Direct-to-consumer advertising of prescription medicinal products is also prohibited in the EU.

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~~and~~clinical ~~agreements~~trials, ~~that materially restrict the manner in which a company promotes~~ or ~~distributes~~to ~~drug~~grant ~~products.~~marketing ~~These~~authorization, ~~false~~product ~~claims~~withdrawals ~~statutes~~and ~~include~~recalls, ~~the~~product ~~federal~~seizures, ~~FCA~~suspension, ~~which~~withdrawal ~~allows~~or ~~any~~variation ~~individual to bring a lawsuit against a pharmaceutical company on behalf~~ of the ~~federal~~marketing ~~government~~authorization, ~~alleging~~total ~~submission~~or ofpartial ~~false~~suspension orof ~~fraudulent~~production, ~~claims~~distribution, ormanufacturing ~~causing to present such false~~ or ~~fraudulent~~clinical ~~claims~~trials, ~~for~~operating ~~payment by a federal program such as Medicare or Medicaid. If the government prevails in the lawsuit~~restrictions, ~~the individual will share in any fines or settlement funds. Since 2004~~injunctions, ~~these~~suspension ~~FCA~~of ~~lawsuits against pharmaceutical companies have increased significantly in volume and breadth~~licenses, ~~leading~~fines ~~to several substantial civil~~ and criminal ~~settlements regarding certain sales practices promoting off-label drug uses involving fines in excess of $1 billion~~penalties. ~~This~~In ~~growth~~addition, inlegislation ~~litigation~~adopted ~~has~~at ~~increased~~ the ~~risk~~EU ~~that~~level amay ~~pharmaceutical~~be ~~company~~implemented ~~will~~differently ~~have~~by toindividual ~~defend~~EU amember ~~false~~states. ~~claim~~These ~~action~~regulations, ~~pay settlement fines or restitution, agree to comply with burdensome reporting~~ and ~~compliance~~their ~~obligations~~differing ~~and~~implementations bein ~~excluded~~EU ~~from~~member ~~Medicare~~states, ~~Medicaid~~increase ~~and~~our ~~other~~legal ~~federal~~ and ~~state~~financial ~~healthcare~~compliance ~~programs.~~costs ~~If we do not lawfully promote our approved products, we may become subject to such litigation~~ and, ~~if we do not successfully defend against such actions, those actions~~ may ~~have~~make asome ~~material~~activities ~~adverse~~more ~~effect~~time-consuming ~~on our business, financial condition~~ and ~~results of operations~~expensive.

The FDA’s policies may change, and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of our product candidates. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained, which would adversely affect our business, prospects and ability to achieve or sustain profitability.

In the EU, the advertising and promotion of medicinal products are subject to both EU and EU member state laws governing promotion of medicinal products, interactions with physicians and other healthcare professionals, misleading and comparative advertising and unfair commercial practices. Although general requirements for advertising and promotion of medicinal products are established under EU directives, the details are governed by regulations in each member state and can differ from one country to another. For example, applicable laws require that promotional materials and advertising in relation to medicinal products comply with the product’s Summary of Product Characteristics, or SmPC, as approved by the competent authorities in connection with a marketing authorization. The SmPC is the document that provides information to physicians concerning the safe and effective use of the product. Promotional activity that does not comply with the SmPC is considered off-label and is prohibited in the EU. Direct-to-consumer advertising of prescription medicinal products is also prohibited in the EU.

Failure to comply with EU, EU member state, and other country laws that apply to the conduct of clinical trials, manufacturing approval, marketing authorization of medicinal products and marketing of such products, both before and after grant of a marketing authorization, or with other applicable regulatory requirements, may result in administrative, civil or criminal penalties. These penalties could include delays or refusal to authorize the conduct of clinical trials, or to grant marketing authorization, product withdrawals and recalls, product seizures, suspension, withdrawal or variation of the marketing authorization, total or partial suspension of production, distribution, manufacturing or clinical trials, operating restrictions, injunctions, suspension of licenses, fines and criminal penalties. In addition, legislation adopted at the EU level may be implemented differently by individual member states. These regulations, and their differing implementations in member states, increase our legal and financial compliance costs and may make some activities more time-consuming and expensive.

Even if we are able to obtain regulatory approvals for any of our product candidates, if they exhibit harmful side effects after approval, our regulatory approvals could be revoked or otherwise negatively impacted.

Even if we receive regulatory approval for any of our product candidates, we will have tested them in only a small number of patients during our clinical trials. If an application for marketing is approved for any of our product candidates and more patients begin to use our product, new risks and side effects associated with our products may be discovered. As a result, health authorities may revoke their approvals. If aldafermin is approved by the FDA based on a surrogate endpoint pursuant to accelerated approval regulations (Subpart E regulations), we will be required to conduct additional clinical trials establishing clinical benefit on the ultimate outcome of NASH. Additionally, we may be required to conduct additional clinical trials, make changes in labeling of our product, reformulate our product or make changes and obtain new approvals for our and our suppliers’ manufacturing facilities for our product candidates. Equivalent obligations could be imposed by the foreign health authorities. We might have to withdraw or recall our products from the marketplace. We may also experience a significant drop in the potential sales of our product if and when regulatory approvals for such product are obtained, experience harm to our reputation in the marketplace or become subject to lawsuits, including class actions. Any of these results could decrease or prevent any sales of our approved product or substantially increase the costs and expenses of commercializing and marketing our product.

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Risks Related to Our Intellectual Property

Our success depends in significant part upon our ability to obtain and maintain intellectual property protection for our products and technologies.

Our success depends in significant part on our ability and the ability of our current or future licensors, licensees, partners or collaborators to establish and maintain adequate intellectual property covering the product candidates that we plan to develop. In addition to taking other steps designed to protect our intellectual property, we have applied for, and intend to continue applying for, patents with claims covering our technologies, processes and product candidates when and where we deem it appropriate to do so. However, the patent prosecution process is expensive and time-consuming, and we and our current or future licensors, licensees, partners or collaborators may not be able to prepare, file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. It is also possible that we or our current or future licensors, licensees, partners or collaborators will fail to identify patentable aspects of inventions made in the course of development and commercialization activities before it is too late to obtain patent protection for them. Pending and future patent applications filed by us or our current or future licensors’, licensees’, partners' or collaborators’ may not result in patents being issued that protect our technology or product candidates, or products resulting therefrom, in whole or in part, or that effectively prevent others from commercializing competitive technologies and products.

We have filed numerous patent applications both in the United States and in certain foreign jurisdictions to obtain patent rights to our inventions, with claims directed to compositions-of-matter, methods of use, formulations, combination therapy and other technologies relating to our product candidates. There can be no assurance that any of these patent applications will issue as patents or, for those applications that do mature into patents, whether the claims of the patents will exclude others from making, using or selling our product or product candidates, or products or product candidates that are substantially similar to ours. In countries where we have not and do not seek patent protection, third parties may be able to manufacture and sell products that are substantially similar or identical to our products or product candidates without our permission, and we may not be able to stop them from doing so.

Similar to other biotechnology companies, our patent position is generally highly uncertain and involves complex legal and factual questions. In this regard, we cannot be certain that we or our current or future licensors, licensees, partners or collaborators were the first to make an invention, or the first inventors to file a patent application claiming an invention in our owned or licensed patents or pending patent applications. In addition, even if patents are issued, given the amount of time required for the development, testing and regulatory review of our product candidates, any patents protecting such candidates might expire before or shortly after the resulting products are commercialized. Moreover, the laws and regulations governing patents could change in unpredictable ways that could weaken the ability of us and our current or future licensors, licensees, partners or collaborators to obtain new patents or to enforce existing patents and patents we may obtain in the future. In any event, the issuance, scope, validity, enforceability and commercial value of our patent rights and those of our current or future ~~licensors, licensees, partners or collaborators are highly uncertain and may not effectively prevent others from commercializing competitive technologies and products.~~

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licensors, licensees, partners or collaborators are highly uncertain and may not effectively prevent others from commercializing competitive technologies and products.

In some circumstances, we may not have the right to control the preparation, filing and prosecution of patent applications, or to maintain or enforce the patents, covering technology that we license from or license to third parties and may be reliant on our current or future licensors, licensees, partners or collaborators to perform these activities, which means that these patent applications may not be prosecuted, and these patents may not be enforced, in a manner consistent with the best interests of our business. If our current or future licensors, licensees, partners or collaborators fail to establish, maintain, protect or enforce such patents and other intellectual property rights, such rights may be reduced or eliminated. If our current or future licensors, licensees, partners 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.

In addition, the legal protection afforded to inventors and owners of intellectual property in countries outside of the United States may not be as broad or effective as that in the United States and we may be unable to acquire and enforce intellectual property rights outside the United States to the same extent as in the United States, if at all. Accordingly, our efforts, and those of our licensors, licensees, partners or collaborators, to enforce intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we own or license.

We do not currently own ~~one~~or ~~issued~~have ~~United~~a ~~States~~license ~~patent~~to any issued patents that ~~covers~~cover our NGM438 product candidate, although NGM438 is disclosed and claimed in pending U.S. non-provisional and international applications. Our NGM707 and NGM831 product candidates are each covered by one issued U.S. patent, and our NGM621 product candidate is covered by two issued U.S. patents, although the product and related compositions- of- matter and methods of use are disclosed and claimed in other pending U.S. non-provisional and/or national stage applications in particular foreign countries. WeThe dopatent ~~not~~landscape ~~currently~~surrounding ~~own~~all of our product candidates is crowded, and there can be no assurance that we will be able to secure patent protection that would adequately cover such product candidates, that we will obtain sufficiently broad claims to be able to prevent others from selling competing products or ~~have~~that awe will be able to protect and maintain any patent protection that we initially secure.

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license to any issued patents that cover our NGM707, NGM831 and NGM438 product candidates, although these product candidates are disclosed and claimed in our pending U.S. non-provisional and international applications. The patent landscape surrounding all of our product candidates is crowded, and there can be no assurance that we will be able to secure patent protection that would adequately cover such product candidates, that we will obtain sufficiently broad claims to be able to prevent others from selling competing products or that we will be able to protect and maintain any patent protection that we initially secure.

Any changes we make to our product candidates to cause them to have what we view as more advantageous properties may not be covered by our existing patents and patent applications, and we may be required to file new patent applications and/or seek other forms of protection for any such altered product candidates. The patent landscape surrounding the technology underlying our product candidates is crowded, and there can be no assurance that we would be able to secure patent protection that would adequately cover an alternative to any of our product candidates.

We may be unable to obtain intellectual property rights or technologies necessary to develop and commercialize our product candidates.

Several third parties are actively researching and seeking and obtaining patent protection in the fields of cancer, ~~retinal~~liver and metabolic diseases, and CVM-related diseases, including heart failure, and ~~liver and metabolic diseases, and~~ there are issued third-party patents and published third-party patent applications in these fields. The patent landscape around our product candidates is complex, and we are aware of several third-party patents and patent applications containing claims directed to compositions- of- matter, methods of use and related subject matter, some of which pertain, at least in part, to subject matter that might be relevant to our product candidates. However, we may not be aware of all third-party intellectual property rights potentially relating to our product candidates and technologies.

Depending on what patent claims ultimately issue and how courts construe the issued patent claims, as well as the ultimate formulation and method of use of our product candidates, we may need to obtain a license to practice the technology claimed in such patents. There can be no assurance that such licenses will be available on commercially reasonable terms, or at all. If we are unable to successfully obtain rights to required third-party intellectual property rights or maintain the existing rights to third-party intellectual property rights we have, we might be unable to develop and commercialize one or more of our product candidates, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

We could lose the ability to continue the development and commercialization of our products or product candidates if we breach any license agreement related to those products or product candidates.

Our commercial success depends upon our ability, and the ability of our current and future licensors, licensees, partners and collaborators, to develop, manufacture, market and sell our products and product candidates and use our proprietary technologies without infringing the proprietary rights of third parties. A third party may hold intellectual property rights, including patent rights that are important or necessary to the development of our products. As a result, we are a party to a number of technology and patent licenses that are important to our business, and we expect to enter into additional licenses in the future. If we fail to comply with the obligations under these agreements, including payment and diligence obligations, our licensors may have the right to terminate these agreements. In the event of a termination of these agreements, we may not be able to develop, manufacture, market or sell any product that is covered by these agreements or to engage in any other activities necessary to our business that require the freedom-to-operate afforded by the agreements, or we may face other penalties under the agreements. For example, we are party to license agreements with multiple vendors, including our licenses with Horizon Discovery Ltd. and Lonza Sales AG, under which we license cell lines and other technology used to produce multiple product candidates, including some that are currently subject to our collaboration with Merck. We require prior consent from some of these vendors to grant sub-licenses under these agreements. Therefore, these vendors may be able to prevent us from granting sub-licenses to third parties, which could affect our ability or Merck’s ability to use certain desired manufacturers in order to manufacture our product candidates. In the event of a termination of our license agreements, our ability or Merck’s ability to manufacture or develop any product candidates covered by these agreements may be limited or halted unless we can develop or obtain the rights to technology necessary to produce these product candidates.

Any of the foregoing could materially adversely affect the value of the product or product candidate being developed under any such agreement. Termination of these agreements or reduction or elimination of our rights under these agreements may result in our having to negotiate new or amended agreements, which may not be available to us on equally favorable terms, or at all, or cause us to lose our rights under these agreements, including our rights to intellectual property or technology important to our development programs.65

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may hold intellectual property rights, including patent rights that are important or necessary to the development of our products. As a result, we are a party to a number of technology and patent licenses that are important to our business, and we expect to enter into additional licenses in the future. If we fail to comply with the obligations under these agreements, including payment and diligence obligations, our licensors may have the right to terminate these agreements. In the event of a termination of these agreements, we may not be able to develop, manufacture, market or sell any product that is covered by these agreements or to engage in any other activities necessary to our business that require the freedom-to-operate afforded by the agreements, or we may face other penalties under the agreements. For example, we are party to license agreements with multiple vendors, including our licenses with Horizon Discovery Ltd. and Lonza Sales AG, under which we license cell lines and other technology used to produce multiple product candidates. We require prior consent from some of these vendors to grant sub-licenses under these agreements. Therefore, these vendors may be able to prevent us from granting sub-licenses to third parties, which could affect our ability to use certain desired manufacturers in order to manufacture our product candidates. In the event of a termination of our license agreements, our ability to manufacture or develop any product candidates covered by these agreements may be limited or halted unless we can develop or obtain the rights to technology necessary to produce these product candidates.

We may become involved in lawsuits or other proceedings to protect or enforce our intellectual property, which could be expensive, time-consuming and unsuccessful and have a material adverse effect on the success of our business.

Third parties may infringe patents or misappropriate or otherwise violate intellectual property rights owned or controlled by us or our current or future licensors, licensees, partners or collaborators. In the future, it may be necessary to initiate legal proceedings to enforce or defend these intellectual property rights, to protect trade secrets or to determine the validity or scope of intellectual property rights that are owned or controlled by us or our current or future licensors, licensees, partners or collaborators. Litigation could result in substantial costs and diversion of management resources, which could harm our business and financial results.

If we or our current or future licensors, licensees, partners or collaborators initiated legal proceedings against a third party to enforce a patent covering a product candidate, the defendant could counterclaim that such patent is invalid or unenforceable. In patent litigation in the United States, defendant counterclaims alleging invalidity or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness or non-enablement. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from the United States Patent and Trademark Office, or USPTO, or made a misleading statement during prosecution. In an infringement or declaratory judgment proceeding, a court may decide that a patent owned by or licensed to us or our current or future licensors, licensees, partners or collaborators is invalid or unenforceable, or may refuse to stop the other party from using the technology at issue on the grounds that the patent does not cover the technology in question. An adverse result in any litigation proceeding could put one or more of the patents at risk of being invalidated, narrowed, held unenforceable or interpreted in such a manner that would not preclude third parties from entering the market with competing products.

Third parties may initiate legal proceedings against us or our current or future licensors, licensees, partners or collaborators to challenge the validity or scope of intellectual property rights we own or control. For example, generic or biosimilar drug manufacturers or other competitors or third parties may challenge the scope, validity or enforceability of patents owned or controlled by us or our current or future licensors, licensees, partners or collaborators. These proceedings can be expensive and time-consuming, and many of our adversaries may have the ability to dedicate substantially greater resources to prosecuting these legal actions than us. Accordingly, despite our efforts, we or our current or future licensors, licensees, partners or collaborators may not be able to prevent third parties from infringing upon or misappropriating intellectual property rights we own, control or have rights to, particularly in countries where the laws may not protect those rights as fully as in the United States.

There is a risk that some of our confidential information could be compromised by disclosure during litigation because of the substantial amount of discovery required. Additionally, many foreign jurisdictions have rules of discovery that are different than those in the United States and that may make defending or enforcing our patents extremely difficult. There also could be public announcements of the results of hearings, motions or other interim ~~proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of shares of our common stock.~~

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proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of shares of our common stock.

Third-party pre-issuance submission of prior art to the USPTO, opposition, derivation, revocation, reexamination, inter partes review or interference proceedings, or other pre-issuance or post-grant proceedings, as well as other patent office proceedings or litigation in the United States or other jurisdictions brought by third parties against patents or patent applications owned or controlled by us or our current or future licensors, licensees, partners or collaborators, may be necessary to determine the inventorship, priority, patentability or validity of these patents or patent applications. An unfavorable outcome could leave our technology or product candidates without patent protection and allow third parties to commercialize our technology or product candidates without payment to us. Additionally, potential licensees, partners or collaborators could be dissuaded from collaborating with us to license, develop or commercialize current or future product candidates if the breadth or strength of protection provided by our patents and patent applications is threatened. Even if we successfully defend such litigation or proceeding, we may incur substantial costs and it may distract our management and other employees.

Third parties may initiate legal proceedings against us alleging that we infringe their intellectual property rights or we may initiate legal proceedings against third parties to challenge the validity or scope of the third-party intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on the success of our business.

Third parties may initiate legal proceedings against us or our current or future licensors, licensees, partners or collaborators alleging that we infringe their intellectual property rights. Alternatively, we may initiate legal proceedings to challenge the validity or scope of intellectual property rights controlled by third parties, including in oppositions, interferences, revocations, reexaminations, inter partes review or derivation proceedings before the USPTO or its counterparts in other jurisdictions. In this regard, we are aware of several third-party patents and patent applications containing claims directed to compositions of matter, methods of use and related subject matter, some of which pertain, at least in part, to subject matter that might be relevant to our product candidates. These proceedings can be expensive and time-consuming, and many of our adversaries may have the ability to dedicate substantially greater resources to prosecuting these legal actions than us.

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oppositions, interferences, revocations, reexaminations, inter partes review or derivation proceedings before the USPTO or its counterparts in other jurisdictions. In this regard, we are aware of several third-party patents and patent applications containing claims directed to compositions-of-matter, methods of use and related subject matter, some of which pertain, at least in part, to subject matter that might be relevant to our product candidates. These proceedings can be expensive and time-consuming, and many of our adversaries may have the ability to dedicate substantially greater resources to prosecuting these legal actions than us.

In addition, we may be subject to claims that we or our employees have used or disclosed confidential information or intellectual property, including trade secrets or other proprietary information, of any such employee’s former employer, or that third parties have an interest in our patents as an inventor or co-inventor. Likewise, we and our current or future licensors, licensees, partners or collaborators may be subject to claims that former employees, partners, collaborators or other third parties have an interest in our owned or in-licensed patents, trade secrets or other intellectual property as an inventor or co-inventor. Litigation may be necessary to defend against these claims.

Even if we believe third-party intellectual property claims are without merit, there is no assurance that a court would find in our favor on questions of infringement, validity, enforceability or priority. In order to successfully challenge the validity of any such U.S. patent in federal court, we would need to overcome a presumption of validity in favor of the granted third-party patent. This is a high burden, requiring us to present clear and convincing evidence as to the invalidity of any such U.S. patent claim.

An unfavorable outcome in any such proceeding could require us and our current or future licensors, licensees, partners or collaborators to cease using the related technology or developing or commercializing the product or product candidate, or to attempt to license rights to it from the prevailing party, which may not be available on commercially reasonable terms, or at all. Additionally, we could be found liable for monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a patent. A finding of infringement could prevent us from commercializing our product candidates or force us to cease some of our business operations, which could materially harm our business.

We may not be able to protect our intellectual property rights throughout the world.

Filing, prosecuting and defending patents in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the United States can be less extensive than those in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States, even in jurisdictions where we do pursue patent protection. Consequently, we may not be able to prevent third parties from practicing our or our licensors’ inventions in all countries outside the United States, even in jurisdictions where we or our licensors do pursue patent protection. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own competing products and, further, may export otherwise infringing products to territories where we have patent protection, but enforcement is not as strong as that in the United States.

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Many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, many countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent. If we are forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired, and our business, financial condition, results of operations and prospects may be adversely affected.

The complexity and uncertainty of European patent laws have increased in recent years. In Europe, ~~expected~~the bynew unitary patent system that came into effect in 2023 would significantly impact European patents, including those granted before the ~~end~~introduction of ~~2023~~such a system. Under the unitary patent system, 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, or ~~the~~ UPC. ~~This will be a significant change in European patent practice.~~ As the UPC is a new court system, there is no precedent for the court, increasing the uncertainty of any litigation. ItPatents isthat ~~our~~remain ~~initial~~under ~~belief~~the ~~that~~jurisdiction of the UPC, ~~while~~will ~~offering~~be potentially vulnerable to a ~~cheaper~~single ~~streamlined~~UPC-based ~~process~~revocation challenge that, ~~has~~if ~~potential~~successful, ~~disadvantages~~could toinvalidate the patent ~~holders,~~in ~~such~~all ascountries ~~making~~who aare ~~single~~signatories ~~European~~to ~~patent~~the ~~vulnerable~~UPC. inWe ~~all~~cannot ~~jurisdictions~~predict ~~when~~with ~~challenged~~certainty inthe along-term ~~single~~effects ~~jurisdiction~~of any potential changes.

Risks Related to Ownership of Our Common Stock

We have in the past and may in the future fail to continue to meet the listing standards of Nasdaq, and as a result our common stock may be delisted, which could have a material adverse effect on the liquidity of our common stock.

Our common stock currently trades on The Nasdaq Global Select Market. The Nasdaq Stock Market LLC, or Nasdaq, has requirements that a company must meet in order to remain listed on Nasdaq. On December 1, 2023, we received a letter from the Listing Qualifications Staff, or the Nasdaq Staff, of Nasdaq notifying us that for the last 30 consecutive business days, the bid price of our common stock had closed below $1.00 per share, the minimum closing bid price required by Nasdaq's continued listing requirements. The notification had no immediate effect on the listing of our common stock on The Nasdaq Global Select Market. In accordance with Nasdaq requirements, we had a period of 180 calendar days, or until May 29, 2024, or the Compliance Date, to regain compliance with the minimum bid price requirement. On January 18, 2024, we received a letter from Nasdaq notifying us that the closing bid price of our common stock had been at $1.00 per share or greater for 10 consecutive business days, from January 2, 2024 to January 17, 2024, and accordingly, we had regained compliance with Nasdaq Listing Rule 5450(a)(1). There can be no assurance that we will continue to meet the minimum bid price requirement, or any other Nasdaq requirements, in the future. In addition, we may be unable to meet other applicable Nasdaq listing requirements, including maintaining minimum levels of stockholders’ equity or market values of our common stock, in which case our common stock could be delisted.

If we remain a public company and our common stock were to be delisted from Nasdaq, we could face significant material adverse consequences, including:

•a limited availability of market quotations for our common stock;

•a reduced amount of news and analyst coverage for our company;

•a decreased ability to issue additional securities or obtain additional financing in the future;

•reduced liquidity for our stockholders;

•potential loss of confidence by partners and employees; and

•loss of institutional investor interest and fewer business development opportunities.

The market price of our common stock has been and may continue to be volatile, and you could lose all or part of your investment.

The market price for our common stock has fluctuated significantly from time to time, for example, varying between a high of $32.12 on March 17, 2021 and a low of $20.9260 on ~~October~~November 1716, ~~2022~~2023. The trading price of our common stock has been and may continue to be highly volatile and subject to wide fluctuations in response to various factors, some of which we cannot control. In addition to the factors discussed in this “Risk Factors” section, these factors include:

70•our failure to complete the Offer and the Merger within the expected time frame, or at all;

•interim or final results of clinical trials of our product candidates or those of our competitors;

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~~various~~•our ~~factors,~~ability ~~some~~to ofraise ~~which~~adequate wecapital ~~cannot~~through ~~control.~~public Inor ~~addition~~private toequity ~~the~~or ~~factors~~debt ~~discussed~~offerings or negotiate potential BD Arrangements in ~~this~~a ~~“Risk~~timely ~~Factors”~~manner ~~section~~or at all, ~~these~~particularly ~~factors~~in ~~include:~~light of restrictions imposed on such activities under the Merger Agreement;

•~~results~~the ofsuccess ~~clinical trials~~ of ~~our~~competitive ~~product~~products ~~candidates~~ or ~~those of our competitors~~technologies;

•our ability to raise adequate capital through public or private equity or debt offerings or negotiate potential future BD Arrangements;

•the success of competitive products or technologies, including disclosure of data by our competitors;

•regulatory actions with respect to our product candidates or our competitors’ product candidates or products;

•timeline delays in our clinical trials~~, including delays resulting from the effects of the ongoing global COVID-19 pandemic or otherwise~~;

•the level of expenses related to any of our product candidates or clinical development programs;

•actual or anticipated changes in our growth rate relative to our competitors;

•announcements by us or our competitors or partners of significant acquisitions, strategic collaborations, joint ventures or capital commitments;

•regulatory, legal or payor developments in the United States and other countries;

•developments or disputes concerning patent applications, issued patents or other proprietary rights;

•the recruitment or departure of key personnel;

•the level of expenses related to any of our product candidates or clinical development programs;

•the results of our efforts to in-license or acquire additional product candidates or products;

•actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts;

•variations in our financial results or those of companies that are perceived to be similar to us;

•fluctuations in the valuation of companies perceived by investors to be comparable to us;

•share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;

•announcement or expectation of ~~additional~~ financing efforts;

•purchases or sales of our common stock by us, our insiders or our other stockholders;

•changes in the structure of healthcare payment systems;

•market conditions in the pharmaceutical and biotechnology sectors; and

•general economic, industry and market conditions.

In addition, the stock market in general, and The Nasdaq Global Select Market and biotechnology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies, including in connection with ~~the~~ ongoing ~~COVID-19~~global ~~pandemic~~geopolitical ~~and the conflict between Russia and Ukraine~~conflicts, which has resulted in decreased stock prices for many companies notwithstanding the lack of a fundamental change in their underlying business models or prospects. Broad market and industry factors, including worsening economic conditions and other adverse effects or developments relating to the effects of ~~the~~potential ~~ongoing~~future ~~COVID-19~~bank ~~pandemic~~failures, macroeconomic factors including inflation and ~~rising~~elevated interest rates, and global geopolitical ~~instability,~~conflicts ~~including instability resulting from the conflict between Russia and Ukraine and the related sanctions imposed against Russia,~~ may negatively affect the market price of our common stock, regardless of our actual operating performance. The realization of any of the above risks or any of a broad range of other risks, including those described elsewhere in this “Risk Factors” section, could have a dramatic and material adverse impact on the market price of our common stock.

Because of volatility in our trading price and trading volume, we may incur significant costs from class action securities litigation.

Holders of stock in companies that have a volatile stock price frequently bring securities class action litigation against the company that issued the stock. We may be the target of this type of litigation in the future. If any of our stockholders were to bring a lawsuit of this type against us, even if the lawsuit is without merit, we could incur substantial costs defending the lawsuit and the time and attention of our management could be diverted from other business concerns, either of which could seriously harm our business. Refer to the risk ~~factor~~factors titled “An active trading market for our common stock may not be sustained and sales of a substantial number of shares of our common stock in the public market could cause our stock price to fall.” and "We may become involved in securities class action litigation due to the Offer and the Merger that could divert management’s attention and harm our business, and adversely affect our ability to consummate the Offer and the Merger within the expected time frame or at all."

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Our principal stockholders, including entities affiliated with The Column Group, Merck and management, own a substantial percentage of our stock and collectively will be able to exert significant control over matters subject to stockholder approval.

~~Our~~As ~~executive~~of ~~officers~~December 28, ~~directors~~2023, ~~significant~~David ~~stockholders~~V. Goeddel, ~~including~~Ph.D., a member of our board of directors, and entities affiliated with The Column Group ~~and Merck~~, ~~and~~collectively ~~their~~referred ~~respective~~to ~~affiliates~~as TCG, collectively beneficially ~~own~~owned aapproximately ~~substantial~~26.7% ~~amount~~ of our ~~voting~~common stock. ~~These~~and, ~~stockholders~~as ~~collectively~~a ~~may~~result, behave ~~able~~the ability to ~~determine~~significantly influence all matters ~~requiring~~submitted ~~stockholder~~to our stockholders for approval at a meeting of our stockholders, including the approval of any significant transaction. ~~For~~On ~~example~~December 28, ~~these~~2023, ~~stockholders~~we ~~collectively~~received ~~may~~a beletter ~~able~~from TCG which expressed TCG's intent to ~~control~~explore ~~elections~~and ofevaluate ~~directors,~~a ~~amendments~~potential acquisition of ~~our~~all ~~organizational~~of ~~documents~~our oroutstanding ~~approval~~shares of ~~any~~common ~~merger,~~stock ~~sale~~not ofalready ~~assets~~owned orby ~~other~~TCG ~~major~~in ~~corporate~~a going private transaction. ~~The~~We ~~interests~~subsequently ofexecuted ~~this~~the ~~group~~Merger Agreement with Parent and Merger Sub, each of ~~stockholders~~which ~~may~~TCG ~~not~~is ~~always~~the ~~coincide~~controlling stockholder and with ~~your~~which ~~interests~~Dr. orGoeddel is affiliated (although Dr. Goeddel recused himself from the ~~interests~~board of ~~other~~directors’ ~~stockholders~~determination in favor of the Merger). InWith ~~addition~~respect to the Offer and the Merger, ifalthough ~~any~~TCG ofhas ~~our~~the ~~significant~~ability ~~stockholders~~to ~~decide~~significantly influence matters submitted to ~~sell~~our astockholders ~~meaningful~~for ~~amount~~approval at a meeting of ~~their~~our ~~ownership~~stockholders, ~~position~~the ~~and~~consummation ~~there~~of isthe ~~not~~Offer ~~sufficient~~is ~~demand~~subject into the ~~market~~condition ~~for~~that ~~our~~at ~~common~~least ~~stock,~~a majority of our ~~stock~~stockholders ~~price~~unaffiliated ~~could~~with ~~fall~~TCG and certain other parties elect to tender their shares in the Offer.

Additionally, our executive officers, directors, significant stockholders, including TCG and Merck and their respective affiliates, collectively beneficially own a substantial amount of our voting stock. These stockholders collectively may be able to determine all matters requiring stockholder approval at a meeting of our stockholders. For example, these stockholders collectively may be able to control elections of directors, amendments of our organizational documents or approval of any merger, sale of assets or other major corporate transaction. The interests of this group of stockholders may not always coincide with your interests or the interests of other stockholders, particularly as it relates to TCG and the Offer and the Merger. In addition, if any of our significant stockholders decide to sell a meaningful amount of their ownership position and there is not sufficient demand in the market for our common stock, our stock price could fall.

We are a “smaller reporting company” and the reduced disclosure requirements applicable to such companies that we have availed ourselves of may make our common stock less attractive to investors.

We are currently a “smaller reporting company” as defined in the Exchange Act. We will be a smaller reporting company and may take advantage of the scaled-back disclosures available to smaller reporting companies for so long as (i) the market value of our voting and non-voting ordinary shares held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter or (ii) (a) our annual revenue is less than $100.0 million during the most recently completed fiscal year and (b) the market value of our voting and non-voting ordinary shares held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

As a smaller reporting company, we are permitted to comply with scaled-back disclosure obligations in our SEC filings compared to other issuers, including with respect to disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We have elected to adopt certain of the accommodations available to smaller reporting companies, including but not limited to reduced disclosure obligations regarding executive compensation arrangements.

Until we cease to be a smaller reporting company, the scaled-back disclosure in our SEC filings will result in less information about our company being available than for other public companies. If investors consider our common stock less attractive as a result of our election to use certain of the scaled-back disclosure permitted for smaller reporting companies, there may be a less active trading market for our common stock and our share price may be more volatile.

An active trading market for our common stock may not be sustained and sales of a substantial number of shares of our common stock in the public market could cause our stock price to fall.

Our common stock is currently listed on The Nasdaq Global Select Market under the symbol “NGM” and trades on that market. We cannot ensure that an active trading market for our common stock will be sustained. Accordingly, we cannot ensure the liquidity of any trading market, your ability to sell your shares of our common stock when desired or the prices that you may obtain for your shares.

For the trading days during the ~~nine~~three months ended ~~September~~December 3031, ~~2022~~2023, the average daily trading volume for our common stock on The Nasdaq Global Select Market was only ~~376~~481,~~739~~473 shares. As a result, sales of a substantial number of shares of our common stock in the public market, including pursuant to the Amended Sales Agreement, or by any of our large stockholders, or even the perception in the market that we or the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. In addition, as a result of the low trading volume of our common stock, the trading of relatively small quantities of shares by our stockholders could disproportionately influence the market price of our common stock in either direction. The price for our shares could, for example, decline significantly in the event that a large number of shares of our common stock are sold on the market without commensurate demand, as compared to an issuer with a higher trading volume that could better absorb those sales without an adverse impact on its stock price. Moreover, certain holders of our common stock have rights, subject to certain conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders.

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result of the low trading volume of our common stock, the trading of relatively small quantities of shares by our stockholders could disproportionately influence the market price of our common stock in either direction. The price for our shares could, for example, decline significantly in the event that a large number of shares of our common stock are sold on the market without commensurate demand, as compared to an issuer with a higher trading volume that could better absorb those sales without an adverse impact on its stock price. Moreover, certain holders of our common stock have rights, subject to certain conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders.

We do not intend to pay dividends on our common stock so any returns will be limited to the value of our stock.

We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Any return to stockholders will therefore be limited to the appreciation of their stock, if any.

Some provisions of our charter documents, and Delaware law ~~and our agreement with Merck~~ may have anti-takeover effects or could otherwise discourage an acquisition of us by others, even if an acquisition would benefit our stockholders, and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our amended and restated certificate of incorporation and amended and restated bylaws, as well as provisions of Delaware law, could make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our stockholders, or to remove our current management. These provisions include:

•a board of directors divided into three classes serving staggered three-year terms, such that not all members of the board will be elected at one time;

•authorizing the issuance of “blank check” preferred stock, the terms of which we may establish and shares of which we may issue without stockholder approval;

•prohibiting cumulative voting in the election of directors, which would otherwise allow for less than a majority of stockholders to elect director candidates;

•prohibiting stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of our stockholders;

•eliminating the ability of stockholders to call a special meeting of stockholders; and

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•establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at stockholder meetings.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, who are responsible for appointing the members of our management. Because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law which may discourage, delay or prevent someone from acquiring us or merging with us whether or not it is desired by or beneficial to our stockholders. In addition, Section 203 of the Delaware General Corporation Law prohibits a publicly-held Delaware corporation from engaging in a business combination with an interested stockholder, which is generally a person that together with its affiliates owns, or within the last three years has owned, 15% of our voting stock, for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner.

~~Certain~~Any ~~provisions~~provision inof our ~~agreement~~amended ~~with~~and ~~Merck~~restated ~~may~~certificate ~~also deter a change~~ of ~~control. For example~~incorporation, ~~under~~amended ~~the~~and ~~Amended~~restated ~~Collaboration~~bylaws ~~Agreement,~~or aDelaware ~~change~~law ofthat ~~control~~has ~~gives Merck~~ the ~~right~~effect toof ~~terminate~~delaying ~~the~~or ~~research~~deterring ~~phase~~a ofchange ~~the~~in ~~collaboration~~control ascould ~~well~~limit asthe ~~additional~~opportunity ~~rights~~for if our ~~acquirer~~stockholders isto receive a ~~qualifying~~premium ~~large~~for ~~pharmaceutical~~their ~~company~~shares orof ~~has~~our acommon ~~research~~stock, ~~development~~and orcould ~~commercialization~~also ~~program~~affect the price that ~~competes~~some ~~with~~investors aare ~~program~~willing ~~licensed~~to bypay ~~Merck,~~for ifour ~~any~~common stock.

Any provision of our amended and restated certificate of incorporation, amended and restated bylaws, Delaware law or our agreement with Merck that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: any derivative action or proceeding brought on our behalf; any action asserting a breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders; any action asserting a claim against us or any director or officer or other employee arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws; any action with respect to the validity of our amended and restated certificate of incorporation or amended and restated bylaws; any action as to which the Delaware General Corporation Law confers jurisdiction to the Court of Chancery of the State of Delaware; or any action asserting a claim against us or any director or officer or other employee that is governed by the internal affairs doctrine. This provision would not apply to suits brought to enforce a duty or liability created by the Securities and Exchange Act of 1934, as amended, or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. Furthermore, Section 22 of the Securities Act of 1933, as amended, or the Securities Act, creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated certificate of incorporation further provides that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.

These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. If a court were to find either exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could seriously harm our business.71

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duty owed by any director, officer or other employee to us or our stockholders; any action asserting a claim against us or any director or officer or other employee arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws; any action with respect to the validity of our amended and restated certificate of incorporation or amended and restated bylaws; any action as to which the Delaware General Corporation Law confers jurisdiction to the Court of Chancery of the State of Delaware; or any action asserting a claim against us or any director or officer or other employee that is governed by the internal affairs doctrine. This provision would not apply to suits brought to enforce a duty or liability created by the Securities and Exchange Act of 1934, as amended, or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. Furthermore, Section 22 of the Securities Act of 1933, as amended, or the Securities Act, creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated certificate of incorporation further provides that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.

General Risk Factors

We, our CROs, our CMOs, our current and potential future partners and other third parties we rely on or partner with could experience a cybersecurity incident that could harm our business.

We collect, store and transmit proprietary, confidential and sensitive information, including personal information (such as health-related data), in the course of our business. Our technology systems and the information and data processed and stored in our technology systems or otherwise by us or on our behalf, and the technology systems of, and data accessed on our behalf by, our research collaborators, partners, CROs, CMOs, contractors, consultants and other third parties on which we depend to operate our business, may be vulnerable to security breaches, loss, damage, corruption, unauthorized access, use or disclosure or misappropriation. Such incidents may result from the actions of a wide variety of actors, including traditional hackers, our personnel or the personnel of the third parties we work with, sophisticated nation-states and nation-state-supported actors. During times of war and other major conflicts, we, the third parties upon which we rely, and our customers may be vulnerable to a heightened risk of these attacks, including retaliatory ~~cyber-attacks~~cyberattacks, that could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our goods and services. Threats we and third parties on which we rely may face are constantly evolving and include (without limitation) malware, viruses, software vulnerabilities and bugs, software or hardware failure, hacking, denial of service attacks, social engineering (including phishing), ransomware, inside threats, credential stuffing or other cyberattacks, telecommunications failures, earthquakes, fires, floods and similar threats. Threats such as ransomware attacks, for example, are becoming increasingly prevalent and severe. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments. Supply-chain attacks have also increased in frequency and severity, and we cannot guarantee that third parties’ infrastructure in our supply chain or our third-party partners’ supply chains have not been compromised. Our ability to monitor third parties on whom we rely to operate our business is limited, and these third parties may be subject to, and may expose us to, cyberattacks and other security incidents.

We may, under certain data privacy and security obligations, be required to, or we may choose to, expend significant resources or modify our business activities (including our clinical trial activities) in an effort designed to protect against security incidents. While we have developed systems and processes designed to protect the integrity, confidentiality and security of the confidential and personal information under our control, we cannot assure you that any security measures that we or our third-party service providers implement will be effective in preventing cybersecurity incidents. There are many different cyber-crime and hacking techniques, and as such techniques continue to evolve, we may be unable to anticipate attempted security breaches, identify them before our information is exploited or react in a timely manner.

Certain functional areas of our workforce work remotely on a full- or part-time basis outside of our corporate network security protection boundaries or otherwise utilize network connections, computers and devices outside of our premises or network, which imposes additional risks to our business, including increased risk of industrial espionage, phishing and other cybersecurity attacks, and unauthorized dissemination of proprietary or confidential information, including personal information, any of which could have a material adverse effect on our business. 72

Despite our efforts to strengthen security and authentication measures, we have not always been able in the past, and may be unable in the future, to detect vulnerabilities in our information technology systems. We have experienced an overall increase in cybersecurity incidents since 2020, none of which, to date, have caused material disruption to our business, or to our knowledge, involved a material security breach. For example, in December 2020, we detected that an attacker had gained access to a single system on our network and unsuccessfully attempted to use that access to stage a broader attack against us. We or the third parties we rely on or partner with could experience a material system failure, security breach or other cybersecurity incident, including any related to or in connection with any of the aforementioned threats, in the future, which could interrupt our operations, disrupt our development programs and have a material adverse effect on our business, financial condition and results of operations. For example, the loss or corruption of clinical trial data from completed or future clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. Likewise, we rely on third parties for the manufacture of our product candidates, to analyze clinical trial samples and to conduct clinical trials, and cybersecurity incidents experienced by these third parties could have a material adverse effect on our business. Security breaches and other cybersecurity incidents affecting us or the third parties we rely on or partner with could also result in substantial remediation costs and expose us to litigation (including class claims), regulatory enforcement action (for example, investigations, fines, penalties, audits and inspections), additional reporting requirements and/or oversight, fines, penalties, indemnification obligations, negative publicity, reputational harm, monetary fund diversions, interruptions in our operations (including availability of data), financial loss and other liabilities and harms. Additionally, such incidents may trigger data privacy and

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~~security~~preventing ~~obligations~~cybersecurity ~~requiring~~incidents. usThere toare ~~notify~~many ~~relevant~~different ~~stakeholders.~~cyber-crime ~~These~~and ~~disclosures~~hacking ~~are costly~~techniques, and ~~the~~as ~~disclosures~~such ortechniques ~~the~~continue ~~failure~~to evolve, we may be unable to ~~comply~~anticipate ~~with~~attempted ~~such~~security ~~requirements~~breaches, ~~could~~identify ~~lead~~them tobefore ~~adverse~~our ~~consequences~~information is exploited or react in a timely manner.

Some of our workforce work remotely on a full- or part-time basis outside of our corporate network security protection boundaries or otherwise utilize network connections, computers and devices outside of our premises or network, which imposes additional risks to our business, including increased risk of industrial espionage, phishing and other cybersecurity attacks, and unauthorized dissemination of proprietary or confidential information, including personal information, any of which could have a material adverse effect on our business.

Despite our efforts to strengthen security and authentication measures, we have not always been able in the past, and may be unable in the future, to detect vulnerabilities in our information technology systems. We have experienced an overall increase in cybersecurity incidents since 2020, none of which, to date, have caused material disruption to our business, or, to our knowledge, involved a material security breach. We or the third parties we rely on or partner with could experience a material system failure, security breach or other cybersecurity incident, including any related to or in connection with any of the aforementioned threats, in the future, which could interrupt our operations, disrupt our development programs and have a material adverse effect on our business, financial condition and results of operations. For example, the loss or corruption of clinical trial data from completed or future clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. Likewise, we rely on third parties for the manufacture of our product candidates, to analyze clinical trial samples and to conduct clinical trials, and cybersecurity incidents experienced by these third parties could have a material adverse effect on our business. Security breaches and other cybersecurity incidents affecting us or the third parties we rely on or partner with could also result in substantial remediation costs and expose us to litigation (including class claims), regulatory enforcement action (for example, investigations, fines, penalties, audits and inspections), additional reporting requirements and/or oversight, fines, penalties, indemnification obligations, negative publicity, reputational harm, monetary fund diversions, interruptions in our operations (including availability of data), financial loss and other liabilities and harms. Additionally, such incidents may trigger data privacy and security obligations requiring us to notify relevant stakeholders or to publicly disclose material breaches when required under securities and other laws and regulations. These disclosures are costly, and the disclosures or the failure to comply with such requirements could lead to adverse consequences.

Our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from claims related to our data privacy and security obligations. Additionally, we cannot be certain that our insurance coverage will be adequate for data security liabilities actually incurred, will continue to be available to us on economically and commercially reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect our reputation, business, financial condition and results of operations.

The withdrawal of the United Kingdom from the EU, commonly referred to as Brexit, could increase our cost of doing business, reduce our gross margins or otherwise negatively impact our business and our financial results.

The United Kingdom’s, or UK, withdrawal from the EU on January 31, 2020, commonly referred to as Brexit, has created significant uncertainty concerning the future relationship between the UK and the EU. The Medicines and Healthcare products Regulatory Agency, or MHRA, is now the UK’s standalone regulator.

On December 24, 2020, the EU and UK reached an agreement in principle on the framework for their future relationship, the EU-U.K. Trade and Cooperation Agreement, or the TCA. The TCA primarily focuses on ensuring free trade between the EU and the UK in relation to goods, including medicinal products. Although the body of the TCA includes general terms which apply to medicinal products, greater detail on sector-specific issues is provided in an Annex to the TCA.

Among the changes that are now applied are that Great Britain (England, Scotland and Wales) are treated as a third country. Northern Ireland, with regard to EU regulations, continues to follow many aspects of EU regulatory rules. As part of the TCA, the EU and the UK recognize GMP inspections carried out by the other party and accept official GMP documents issued by the other party. The TCA also encourages, although it does not oblige, the parties to consult one another on proposals to introduce significant changes to technical regulations or inspection procedures. Among the areas of absence of mutual recognition are batch testing and batch release. The eventual adoption of the Retained EU Law (Revocation and Reform) Bill that is currently going through the UK adoption procedure may, however, result in substantial change to the extent to which EU laws influence these and other actions in the UK.

After running a public consultation which ended in December 2022, the UK government unilaterally agreed to permanently accept EU batch testing and batch release. However, it is not certain whether the UK will continue this approach, particularly following adoption of the current Retained EU Law (Revocation and Reform) Bill. If the UK were to adopt an approach whereby re-testing and/or re-release in the UK would be required, this could result in increased costs. Furthermore, the EU continues to apply EU laws that require batch testing and batch release to take place in the EU territory. This means that medicinal products that are tested and released in the UK must be retested and re-released when entering the EU market for commercial use. As regards marketing authorizations, Great Britain has a separate regulatory submission process, approval process and a national marketing authorization. Northern Ireland, however, continues to be covered by the marketing authorizations granted by the European Commission.

The UK regulatory framework in relation to clinical trials is derived from existing EU legislation (as implemented into UK law, through secondary legislation) and, as such, it falls within the scope of the Retained EU Law (Revocation and Reform) Bill as currently drafted. Adoption of the Retained EU Law (Revocation and Reform) Bill as currently drafted would result in the regulatory framework governing clinical trials in the UK being revoked unless Ministerial action were taken to retain or replace it. It is currently unclear to what extent the UK will seek to align its regulations with the EU following entry into application of the Clinical Trials Regulation in the EU which occurred on January 31, 2022.

Since January 1, 2021, an applicant for a marketing authorization granted by the European Commission in accordance with the centralized procedure based on the opinion of the Committee for Medicinal Products for Human Use, or CHMP, of the EMA can no longer be established in the UK. Since this date, companies established in the UK cannot use the centralized procedure and instead must follow one of the UK national authorization procedures to obtain a marketing authorization to market products in the UK. For an initial two-year period from January 1, 2021, MHRA could rely on a decision taken by the European Commission on the approval of a new centralized procedure marketing authorization when determining an application for a Great Britain marketing

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authorization, or use the MHRA’s decentralized or mutual recognition procedures which enable marketing authorizations approved in EEA countries to be granted in Great Britain. Post Brexit, the MHRA has been updating various aspects of the regulatory regime for medicinal products in the UK. These include: introducing the Innovative Licensing and Access Procedure to accelerate the time to market and facilitate patient access for innovative medicinal products; updates to the UK national approval procedure, introducing a 150-day objective for assessing applications for marketing authorizations in the UK, Great Britain and Northern Ireland and a rolling review process for marketing authorization applications (rather than a consolidated full dossier submission). In September 2022, the MHRA extended the procedure whereby it may rely on a decision taken by the European Commission when determining an application for a Great Britain marketing authorization until December 31, 2023.

Orphan designation in Great Britain following Brexit is, unlike in the EU, not a pre-marketing authorization. Applications for orphan designation are made at the same time as an application for a marketing authorization. The criteria to be granted an orphan drug designation are essentially identical to those in the EU but based on the prevalence of the condition in Great Britain. It is therefore possible that medical conditions that were or would have been designated as orphan conditions in Great Britain prior to the end of the Transition Period are or would no longer be and that conditions that were not or would not have been designated as orphan conditions in the EU will be designated as such in Great Britain.

Since a significant part of the regulatory framework in the UK applicable to our business and our product candidates is derived from EU legislation, Brexit has the potential of materially impacting the regulatory framework with respect to the development, manufacture, approval, import and placement of our product candidates on the market in the UK and the EU. The changes effected by the TCA, as well as any future changes in the regulatory framework governing medicinal products, including the adoption of the Retain EU Law (Revocation and Reform) Bill, could increase the costs and complexity of doing business in or with the UK, which could adversely affect our business.

We are subject to rapidly changing and increasingly stringent foreign and domestic laws and regulations relating to privacy, data protection and information security. The restrictions imposed by these requirements or our actual or perceived failure to comply with them could harm our business.

We may collect, use, transfer or otherwise process proprietary, confidential and sensitive information, including personal information (including health-related data), which subjects us to numerous evolving and complex data privacy and security obligations, including various laws, regulations, guidance, industry standards, external and internal privacy and security policies, contracts and other obligations that govern the processing of such information by us and on our behalf. Outside the United States, an increasing number of laws, regulations, and industry standards may govern data privacy and security. For example, the European Union’s General Data Protection Regulation, or EU GDPR, and the United Kingdom’s GDPR, or UK GDPR, collectively the GDPR, impose strict requirements for processing personal information. ~~For~~The ~~example, the EU~~ GDPR, UKtogether ~~GDPR~~with ~~and~~ other relevant laws that govern patient confidentiality and storage of personal health data, may apply to our processing of personal information from clinical trials participants and other individuals located in the ~~European Economic Area, or~~ EEA, and/or the United Kingdom, or UK, and, if any of our product candidates are approved, we may seek to commercialize those products in the EEA and/or the UK (as applicable). Companies that violate the EU GDPR can face private litigation, prohibitions on data processing, other administrative measures, reputational damage and fines of up to the greater of 20 million Euros under the EU GDPR, 15.5 million pounds sterling under the UK GDPR, or, in each case, 4% of their worldwide annual revenue. The EU GDPR requires us to, among other things: give detailed disclosures about how we collect, use and share personal information;; contractually commit to data protection measures in our contracts with vendors;; maintain adequate data security measures;; notify regulators and affected individuals of certain data breaches;; meet extensive privacy governance and documentation requirements; and honor individuals’ data protection rights, including their rights to access, correct and delete their personal information. The UK has incorporated an amended version of the EU GDPR into UK law, commonly referred to as the UK GDPR, which is independent from, but at present materially aligned with, the EU GDPR, which together with the UK Data Protection Act of 2018, or UK DPA, covers the processing of personal information of UK residents. Non-compliance with UK GDPR may result in substantially similar adverse consequences to those in relation to the EU GDPR, including monetary penalties of up to £17.5 million or 4% of worldwide revenue, whichever is higher.

On June 28, 2021, the European Commission adopted an adequacy decision permitting flows of personal data between the EU and the UK to continue without additional requirements. The UK Government also adopted a reciprocal adequacy decision in respect of EEA member states permitting flows of personal data from the UK to the EEA. However, the European Commission's UK adequacy decision will automatically expire in June 2025 unless the European Commission re-assesses and renews/extends that decision and remains under review by the European Commission during this period. The entry into force of the US-UK Data Access Agreement on October 3, 2022 may put at risk the European Commission’s adequacy decision granted to the UK. If such adequacy decision were to be 73

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~~withdrawn,~~extensive ~~personal~~privacy ~~data~~governance ~~could~~and ~~not~~documentation ~~flow~~requirements; ~~freely~~and ~~between~~honor ~~the~~individuals’ UKdata ~~and~~protection ~~the~~rights, EUincluding, ~~and~~but ~~additional~~not ~~safeguards~~limited ~~would~~to, ~~need~~their rights to ~~be adopted~~access, ~~which~~correct ~~could~~and ~~result~~delete intheir ~~additional~~personal ~~costs for us~~information.

~~The~~On ~~relationship~~July ~~between~~10, ~~the~~2023, ~~UK and~~ the EUEuropean inCommission ~~relation~~adopted toan ~~certain~~adequacy ~~aspects~~decision offor ~~data~~the ~~protection~~new ~~laws~~EU-US ~~remains~~Data ~~unclear~~Privacy Framework, ~~and~~which itfacilitates isinternational ~~unclear~~transfers ~~how~~of UKpersonal data ~~protection~~between ~~laws~~the EU and ~~regulations will develop in~~ the ~~medium~~US tofor ~~longer~~companies ~~term,~~that ~~and~~choose ~~how data transfers~~ to ~~and~~self-certify ~~from~~with the UKframework ~~will~~and becomply ~~regulated~~with inits ~~the long term~~principles. ~~The UK’s Data Protection and Digital Information Bill~~However, or the ~~Bill,~~EU-US ~~was~~Data ~~laid~~Privacy ~~before~~Framework ~~the~~is UKexpected ~~Parliament~~to onbe ~~July~~subject ~~18, 2022, introducing reforms intended~~ to ~~update~~legal challenges and ~~simplify~~there ~~the~~is ~~UK’s~~no ~~data~~assurance ~~protection~~that ~~framework,~~we ~~deviating~~can ~~from~~satisfy ~~the~~or EUrely ~~GDPR. However, the Bill’s progress through Parliament is currently~~ on ~~pause~~this ~~following~~mechanism ~~changes~~ to ~~the~~lawfully UKtransfer ~~Government’s~~personal ~~leadership.~~data ~~The Bill is expected~~ to ~~re-enter~~ the ~~legislative~~United ~~process in due course~~States.

~~Certain~~On ~~jurisdictions~~June ~~have~~28, ~~enacted~~2021, ~~data~~the ~~localization~~European ~~laws~~Commission ~~and~~adopted ~~laws~~an ~~restricting~~adequacy ~~cross-border~~decision ~~transfers~~permitting flows of personal ~~information.~~data Inbetween ~~particular,~~the ~~regulators~~EU and ~~courts~~the inUK ~~the~~to ~~EEA~~continue ~~and~~without ~~the~~additional requirements. The UK ~~have~~Government ~~significantly~~also ~~restricted~~adopted ~~the~~a ~~transfer~~reciprocal adequacy decision in respect of EEA member states permitting flows of personal ~~information~~data from the UK to the ~~United~~EEA. ~~States~~However, ~~and~~the ~~other~~European ~~countries~~Commission's ~~whose~~UK ~~privacy~~adequacy ~~laws~~decision itwill ~~believes~~automatically ~~are~~expire ~~inadequate.~~in ~~Other~~June ~~jurisdictions~~2025 ~~may~~unless ~~adopt~~the ~~similarly~~European ~~stringent~~Commission ~~interpretations~~re-assesses ofand ~~their~~renews/extends ~~data~~that ~~localization~~decision and ~~cross-border~~remains ~~data~~under ~~transfer~~review ~~laws.~~by ~~Although~~the ~~there~~European ~~are~~Commission ~~currently~~during ~~various~~this ~~mechanisms~~period. ~~that~~The ~~may~~UK adequacy decision could be ~~used~~withdrawn prior to ~~transfer~~June ~~personal~~2025, ~~information~~for ~~from~~example, if the ~~EEA~~legal ~~and~~framework of the UK toGDPR diverges from the ~~United~~EU ~~States~~GDPR in ~~compliance~~a ~~with~~way ~~law,~~that ~~such~~impacts as the ~~EEA’s~~deemed ~~standard~~adequacy ~~contractual~~of ~~clauses~~the ~~and~~UK GDPR, if the UK's ~~international~~permits cross-border data ~~transfer~~transfers ~~agreement,~~to ~~these~~third ~~mechanisms~~countries ~~are~~that ~~subject~~do tonot ~~legal~~currently ~~challenges~~have an EU adequacy decision without requiring sufficient privacy protections, ~~and~~or ~~there~~if the UK adequacy decision is nosuccessfully ~~assurance~~challenged ~~that~~at wethe ~~can~~European ~~satisfy~~Court orof ~~rely~~Justice. onIf ~~these~~the ~~measures~~UK adequacy decision were to ~~lawfully~~be ~~transfer~~withdrawn, personal ~~information~~data tocould not flow freely between the ~~United~~UK ~~States.~~and the EU and additional safeguards would need to be adopted, which could result in additional costs for us.

WeThe ~~continue~~relationship tobetween ~~monitor changes in data protection laws related to~~ the ~~cross-border~~UK ~~transfer~~and ~~of personal information; however, uncertainty remains regarding any future regulations, interpretations of existing law or guidance that may be issued, particularly by~~ the EU ~~authorities.~~in Ifrelation ~~we are unable~~ to ~~implement~~certain aaspects ~~valid~~of ~~compliance~~data ~~solution~~protection ~~for~~laws ~~cross-border~~remains ~~transfers of personal information~~unclear, orand ifit ~~the~~is ~~requirements~~unclear ~~for~~how aUK ~~legally-compliant~~data ~~transfer~~protection ~~are~~laws ~~too~~and ~~onerous,~~regulations we will ~~face~~develop ~~increased~~in ~~exposure~~the medium to ~~significant~~longer ~~adverse consequences~~term, ~~including substantial fines, regulatory actions, as well as injunctions against the export~~ and ~~processing~~how ofdata ~~personal~~transfers ~~information from the EEA. Our inability~~ to ~~import~~and ~~personal information~~ from the ~~EEA,~~ UK orwill ~~Switzerland~~be orregulated ~~other countries may also restrict or prohibit our clinical trial activities~~ in ~~those~~the ~~countries;~~long ~~limit~~term. ~~our~~The ~~ability~~UK’s toData ~~collaborate~~Protection ~~with~~and ~~CROs,~~Digital ~~service~~Information ~~providers~~Bill, ~~contractors~~or ~~and~~the ~~other~~Bill, ~~companies~~was ~~subject to laws restricting cross~~re-~~border~~introduced ~~data~~before ~~transfers;~~the ~~require~~UK usParliament ~~to increase our data processing capabilities~~ in ~~other~~March ~~countries~~2023, atproposing ~~significant~~reforms ~~expense~~intended ~~and may otherwise negatively impact our business operations. We may also become subject~~ to ~~new~~update ~~laws~~and insimplify the ~~EEA~~UK’s ~~that regulate cybersecurity and non-personal~~ data, ~~such~~protection ~~as data collected through the internet of things. Depending on how these laws are interpreted~~framework, wewhich may ~~have~~deviate tofrom ~~make~~the ~~changes~~EU ~~to our business practices and products to comply with such obligations~~GDPR.

Certain jurisdictions have enacted data localization laws and laws restricting cross-border transfers of personal information. In particular, regulators and courts in the EEA and the UK have in the past significantly restricted the transfer of personal information to the United States and other countries whose privacy laws it believes are inadequate, and may do so again in the future. Other jurisdictions may adopt similarly stringent interpretations of their data localization and cross-border data transfer laws. Although there are currently various mechanisms that may be used to transfer personal information from the EEA and UK to the United States in compliance with law, including without limitation the EEA’s standard contractual clauses and the UK's international data transfer agreement, these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal information to the United States.

We continue to monitor changes in data protection laws related to the cross-border transfer of personal information; however, uncertainty remains regarding any future regulations, interpretations of existing law or guidance that may be issued, particularly by the EU authorities. If we are unable to implement a valid compliance solution for cross-border transfers of personal information, or if the requirements for a legally-compliant transfer are too onerous, we will face increased exposure to significant adverse consequences, including substantial fines, regulatory actions, as well as injunctions against the export and processing of personal information from the EEA. Our inability to import personal information from the EEA, UK or Switzerland or other countries may also restrict or prohibit our clinical trial activities in those countries; limit our ability to collaborate with CROs, service providers, contractors and other companies subject to laws restricting cross-border data transfers; require us to increase our data processing capabilities in other countries at significant expense and may otherwise negatively impact our business operations. We may also become subject to new laws in these jurisdictions that regulate cybersecurity and non-personal data, such as data collected through the internet of things. Depending on how these laws are interpreted, we may have to make changes to our business practices and products to comply with such obligations.

Additionally, other countries have enacted or are considering enacting similar cross-border data transfer restrictions and laws requiring local data residency, which could increase the cost and complexity of delivering our services and operating our business.

Privacy and data security laws in the United States at the federal, state and local level are increasingly complex and changing rapidly. For example, at the federal level, HIPAA, as amended by HITECH, imposes specific requirements relating to the privacy, security and transmission of individually identifiable health information. Additionally, at the state level, the privacy and data protection landscape is changing rapidly. For example, the California Consumer Privacy Act of 2018, or CCPA, took effect on January 1, 2020. The CCPA gives California residents certain rights similar to the individual rights given under the EU GDPR, including the right to access and delete their personal information, opt-out of certain personal information sharing and receive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, including statutory fines for noncompliance and a limited private right of action in connection with certain data breaches. In addition, the California Privacy Rights Act of 2020, or CPRA, which becomes operative January 1, 2023, will expand the CCPA’s requirements, including in that it applies to personal information of business representatives and employees and establishes a new regulatory agency to implement and enforce the law. While the CCPA contains an exemption for certain personal information processed in connection with clinical trials, we may process other personal information that is subject to the CCPA and forthcoming CPRA. Other states, such as Virginia and Colorado, have also passed comprehensive privacy laws, and similar laws are being considered in several other states, as well as at the federal and local levels. The evolving patchwork of differing state and federal privacy and data security laws increases the cost and complexity of operating our business and increase our exposure to liability.

We may also be bound by contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful. We may publish privacy policies, marketing materials and other statements, such as compliance with certain certifications or self-regulatory principles, regarding data privacy and security. If these policies, materials or statements are found to be deficient, lacking in transparency, deceptive, 74

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~~unfair~~delete their personal information, opt-out of certain personal information sharing and receive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, including statutory fines for noncompliance and a limited private right of action in connection with certain data breaches. In addition, the California Privacy Rights Act of 2020, or ~~misrepresentative~~CPRA, which became operative January 1, 2023, expands the CCPA’s requirements, including in that it applies to personal information of ~~our~~business ~~practices~~representatives and employees and establishes a new regulatory agency to implement and enforce the law. While the CCPA contains an exemption for certain personal information processed in connection with clinical trials, we may beprocess other personal information that is subject to ~~investigation~~the CCPA and CPRA. Other states, ~~enforcement~~such ~~actions~~as byVirginia, ~~regulators~~Connecticut, orUtah and Colorado, have also passed comprehensive privacy laws, and similar laws are being considered in several other ~~adverse~~states, ~~consequences~~as well as at the federal and local levels. The evolving patchwork of differing state and federal privacy and data security laws increases the cost and complexity of operating our business and increase our exposure to liability.

~~Our~~We ~~obligations~~may ~~related~~also tobe ~~data~~bound ~~privacy~~by ~~and~~contractual ~~security are quickly changing in an increasingly stringent fashion. These~~ obligations ~~may~~related ~~be subject~~ to ~~differing~~data ~~applications~~privacy and ~~interpretations~~security, ~~which~~and ~~may~~our beefforts ~~inconsistent~~to orcomply ~~in conflict among jurisdictions. Preparing for and complying~~ with ~~these~~such obligations ~~requires~~may usnot tobe ~~devote significant resources (including, without limitation, financial and time-related resources)~~successful. ~~These~~We ~~obligations~~ may ~~necessitate~~publish ~~changes~~privacy ~~to our information technologies~~policies, ~~systems~~marketing ~~and~~materials ~~practices~~ and toother ~~those~~statements, ofsuch ~~any~~as ~~third~~compliance ~~parties~~with ~~that~~certain ~~process~~certifications ~~personal~~or ~~information~~self-regulatory ~~on our behalf. In addition~~principles, ~~these~~regarding ~~obligations may require us to change aspects of our business model. Although we endeavor to comply with applicable~~ data privacy and security. ~~obligations,~~If wethese ~~may~~policies, atmaterials ~~times fail (~~or bestatements ~~perceived~~are tofound ~~have failed)~~ to dobe ~~so. Moreover~~deficient, ~~despite~~lacking ~~our~~in ~~efforts~~transparency, ~~our~~deceptive, ~~personnel~~unfair or ~~third~~misrepresentative ~~parties~~of ~~upon~~our ~~whom~~practices, we ~~rely~~ may ~~fail~~be subject to ~~comply with such obligations~~investigation, ~~which~~enforcement ~~could~~actions ~~impact~~by ~~whether~~regulators or ~~not~~other weadverse ~~are in compliance~~consequences.

IfOur weobligations ~~(or~~related ~~third~~to ~~parties~~data onprivacy ~~which~~and wesecurity ~~rely)~~are ~~fail,~~quickly orchanging ~~are~~in ~~perceived~~an toincreasingly ~~have~~stringent ~~failed,~~fashion. toThese ~~address~~obligations ormay ~~comply~~be ~~with~~subject ~~data~~to ~~privacy~~differing applications and ~~security obligations~~interpretations, wewhich ~~could~~may ~~face~~be ~~significant~~inconsistent ~~consequences,~~or ~~including~~in ~~(without~~conflict ~~limitation):~~among ~~government~~jurisdictions. ~~enforcement~~Preparing ~~actions~~for ~~(e.g.,~~and ~~investigations,~~complying ~~fines,~~with ~~penalties,~~these ~~audits,~~obligations ~~inspections~~requires ~~and~~us ~~similar);~~to ~~litigation~~devote significant resources (including, ~~class~~without limitation, financial and time-related ~~claims~~resources);. ~~additional~~These ~~reporting~~obligations ~~requirements~~may ~~and/or~~necessitate ~~oversight;~~changes ~~bans~~to onour ~~processing~~information ~~personal~~technologies, ~~information;~~systems ~~orders~~and practices and to ~~destroy~~those orof ~~not~~any ~~use~~third ~~personal~~parties ~~information;~~that ~~and~~process ~~imprisonment~~personal ofinformation ~~company~~on ~~officials~~our behalf. ~~Any~~ ofIn addition, these ~~events~~obligations ~~could~~may ~~have~~require aus ~~material~~to ~~adverse~~change ~~effect~~aspects onof our ~~reputation,~~ business ormodel. ~~financial~~Although ~~condition,~~we ~~including~~endeavor ~~but~~to ~~not~~comply ~~limited~~with ~~to:~~applicable ~~loss~~data ofprivacy ~~customers;~~and ~~interruptions~~security orobligations, ~~stoppages~~we inmay ~~our~~at ~~business~~times ~~operations~~fail (~~including~~or ~~clinical~~be ~~trials);~~perceived ~~inability~~ to ~~process~~have ~~personal~~failed) ~~information or~~ to ~~operate~~do inso. ~~certain~~Moreover, ~~jurisdictions;~~despite ~~limited~~our ~~ability~~efforts, toour ~~develop~~personnel or ~~commercialize~~third ~~our~~parties ~~products;~~upon ~~expenditure~~whom ofwe ~~time~~rely, ~~and~~may ~~resources~~fail to ~~defend~~comply ~~any~~with ~~claim~~such orobligations, ~~inquiry;~~which ~~adverse~~could ~~publicity;~~impact orwhether ~~revision~~ or ~~restructuring~~not ofwe ~~our~~are ~~operations~~in compliance.

If we (or third parties on which we rely) fail, or are perceived to have failed, to address or comply with data privacy and security obligations, we could face significant consequences, including (without limitation): government or regulatory enforcement actions (e.g., investigations, fines, penalties, audits, inspections and similar); litigation (including class-related claims); additional reporting requirements and/or oversight; bans on processing personal information; orders to destroy or not use personal information; and imprisonment of company officials. Any of these events could have a material adverse effect on our reputation, business or financial condition, including but not limited to: loss of customers; interruptions or stoppages in our business operations (including clinical trials); inability to process personal information or to operate in certain jurisdictions; limiting our ability to develop or commercialize our products; expenditure of time and resources to defend any claim or inquiry; adverse publicity; or revision or restructuring of our operations.

Our operations are vulnerable to interruption by fire, earthquake, power loss, telecommunications failure, terrorist activity and other events beyond our control, which could harm our business.

Our facilities have experienced electrical blackouts as a result of a shortage of available electrical power. Future blackouts, which may be implemented by the local electricity provider in the face of high winds and dry conditions, could disrupt our operations. Our facility is located in a seismically active region. We have not undertaken a systematic analysis of the potential consequences to our business and financial results from a major earthquake, fire, power loss, terrorist activity or other disasters and do not have a comprehensive recovery plan for such disasters. In addition, we do not carry sufficient insurance to compensate us for actual losses from interruption of our business that may occur, and any losses or damages incurred by us could harm our business. InThe ~~addition, the~~ sole supplier of some of our clinical drug substances ~~for NGM120, NGM707, NGM831, NGM438 and MK-3655~~ is located in Lithuania, a region that has experienced political unrest. Refer to the risk factor titled “We rely completely on CMOs for the manufacture of our product candidates and are subject to many manufacturing risks, any of which could substantially increase our costs and limit supply of our product candidates and any future products.” If our operations or the operations of third parties providing services to us are disrupted by any such occurrences, our business and future prospects may be negatively affected.

We use and generate materials that may expose us to material liability.

Our research programs involve the use of hazardous materials, chemicals and radioactive and biological materials. We are subject to foreign, federal, state and local environmental and health and safety laws and regulations governing, among other matters, the use, manufacture, handling, storage and disposal of hazardous materials and waste products. We may incur significant costs to comply with these current or future environmental and health and safety laws and regulations. In addition, we cannot completely eliminate the risk of contamination or injury from hazardous materials and may incur material liability as a result of such contamination or injury. In the event of an accident, an injured party may seek to hold us liable for any damages that result. Any liability could exceed the limits or fall outside the coverage of our workers’ compensation, property and business interruption insurance and we may not be able to maintain insurance on acceptable terms, if at all. We currently carry no insurance specifically covering environmental claims.

~~Our ability to use net operating loss carryforwards and certain other tax attributes to offset taxable income could be limited.~~ 75

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toregulations begoverning, ~~carried~~among ~~forward~~other ~~for~~matters, 20the ~~years~~use, ~~under~~manufacture, ~~applicable~~handling, ~~U.S.~~storage ~~tax~~and ~~law~~disposal of hazardous materials and waste products. ~~Under~~We ~~the~~may ~~2017~~incur ~~Tax~~significant ~~Act,~~costs asto ~~modified~~comply bywith ~~the~~these ~~Coronavirus~~current ~~Aid,~~or ~~Relief~~future environmental and ~~Economic~~health ~~Security~~and ~~Act,~~safety orlaws ~~the~~and ~~CARES~~regulations. ~~Act~~In addition, ~~our~~we ~~federal~~cannot ~~net~~completely ~~operating~~eliminate ~~losses~~the ~~generated~~risk inof ~~tax~~contamination ~~years~~or ~~beginning~~injury ~~after~~from ~~December~~hazardous ~~31,~~materials ~~2017~~and may beincur ~~carried~~material ~~forward~~liability ~~indefinitely,~~as ~~but~~a result of such contamination or injury. In the ~~ability~~event of an accident, an injured party may seek to ~~deduct~~hold ~~such~~us ~~federal~~liable ~~net~~for ~~operating~~any ~~losses~~damages ~~generated~~that inresult. ~~tax~~Any ~~years~~liability ~~beginning~~could ~~after~~exceed ~~December~~the ~~31,~~limits ~~2020~~or isfall ~~limited~~outside tothe ~~80%~~coverage of ~~taxable~~our ~~income.~~workers’ Itcompensation, isproperty ~~uncertain~~and ifbusiness interruption insurance and we may not be able to ~~what~~maintain ~~extent~~insurance ~~various~~on ~~states~~acceptable ~~will~~terms, ~~conform~~if toat ~~the~~all. ~~2017~~We ~~Tax~~currently ~~Act~~carry orno ~~the~~insurance ~~CARES~~specifically ~~Act~~covering environmental claims.

InOur addition, under Sections 382 and 383 of the U.S. Internal Revenue Code of 1986, as amended, or the Code, and corresponding provisions of state law, if we experience an “ownership change,” generally defined as a greater than 50% change, by value, in equity ownership over a three-year period, our ability to use ~~our pre-change~~ net operating loss carryforwards and certain other ~~pre-change~~ tax attributes ~~(such as R&D tax credits)~~ to offset ~~our~~taxable ~~post-change~~ income may be limited. Due to our initial public offering and other shifts in our stock ownership, we have experienced ownership changes in the past and may experience ownership changes in the future as a result of subsequent shifts in our stock ownership, some of which are outside our control. As a result, our use of federal net operating loss carryforwards and certain other tax attributes could be limited. State net operating loss carryforwards may be similarly limited. In addition, at the state level, there may be periods during which the use of net operating losses is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

We plan to use our current year operating losses to offset taxable income from any revenue generated from operations, including BD Arrangements. To the extent that our taxable income exceeds any current year operating losses, we plan to use our net operating loss carryforwards to offset income that would otherwise be taxable. Our federal net operating loss carryforwards generated in tax years beginning before January 1, 2018 are only permitted to be carried forward for 20 years under applicable U.S. tax law. Under the 2017 Tax Act, as modified by the Coronavirus Aid, Relief and Economic Security Act, or the CARES Act, our federal net operating losses generated in tax years beginning after December 31, 2017 may be carried forward indefinitely, but the ability to deduct 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.

In addition, under Sections 382 and 383 of the U.S. Internal Revenue Code of 1986, as amended, or the Code, and corresponding provisions of state law, if we experience an “ownership change,” generally defined as a greater than 50% change, by value, in equity ownership over a three-year period, our ability to use our net operating loss carryforwards and certain other tax attributes (such as R&D tax credits) before the change to offset our income after the change may be limited. Due to our initial public offering and other shifts in our stock ownership, we have experienced ownership changes in the past and may experience ownership changes in the future as a result of subsequent shifts in our stock ownership, some of which are outside our control. As a result, our use of federal net operating loss carryforwards and certain other tax attributes could be limited. State net operating loss carryforwards may be similarly limited. In addition, at the state level, there may be periods during which the use of net operating losses is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

New tax laws or regulations, changes to existing tax laws or regulations or changes in their application to us or our customers may have a material adverse effect on our business, cash flows, financial condition or results of operations.

New tax laws, statutes, rules, regulations, directives, decrees or ordinances could be enacted at any time. Further, existing tax laws, statutes, rules, regulations, directives, decrees or ordinances could be interpreted, changed or modified. Any such enactment, interpretation, change or modification could adversely affect us, possibly with retroactive effect. For example, the ~~recently~~Inflation ~~enacted~~Reduction ~~IRA~~Act of 2022 imposes, among other rules, a 15% minimum tax on the book income of certain large corporations and a 1% excise tax on certain corporate stock repurchases. In addition, for certain research and experimental, ~~or R&E,~~ expenses incurred in tax years beginning after December 31, 2021, the 2017 Tax Act requires the capitalization and amortization of such expenses over five years if incurred in the United States and fifteen years if incurred outside the United States, rather than deducting such expenses currently. ~~Although~~There ~~there~~ have been legislative proposals to repeal or defer the capitalization requirement, including legislation recently passed by the U.S. House of Representatives that would restore the deductibility of research and experimental expenses incurred in the United States (but not research and experimental expenses incurred outside the United States); however, there can be no assurance that such requirement will be repealed, deferred or otherwise modified. Changes in corporate tax rates, the realization of net deferred tax assets relating to our operations, the taxation of foreign earnings and the deductibility of expenses under the 2017 Tax Act, as amended by the CARES Act or any future tax reform legislation, could have a material impact on the value of our deferred tax assets, result in significant one-time charges and increase our future U.S. tax expense.

Future changes in financial accounting standards or practices may cause adverse and unexpected revenue fluctuations and adversely affect our reported results of operations.

Future changes in financial accounting standards may cause adverse, unexpected revenue fluctuations and affect our reported financial position or results of operations. Financial accounting standards in the United States are constantly under review and new pronouncements and varying interpretations of pronouncements have occurred frequently in the past and are expected to occur again in the future. As a result, we may be required to make changes in our accounting policies. Those changes could affect our financial condition and results of operations or the way in which such financial condition and results of operations are reported. Compliance with new accounting standards may also result in additional expenses. As a result, we intend to invest all reasonably necessary resources to comply with evolving standards, and this investment may result in increased general and administrative expenses and a diversion of management time and attention from business activities to compliance activities.

We continue to incur increased costs as a result of operating as a public company, and our management devotes substantial time to compliance initiatives. In addition, we are obligated to develop and maintain proper and effective internal control over financial reporting. In the future, we may not complete our analysis of our internal control over financial reporting in a timely manner, or our internal control over financial reporting may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.76

As a public company, we incur significant legal, accounting, insurance and other expenses, and these expenses further increased in connection with our loss of “emerging growth company” status as of December 31, 2021. As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley

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~~Act~~make ofchanges ~~2002,~~in orour ~~the~~accounting ~~Sarbanes-Oxley~~policies. ~~Act,~~Those ~~and~~changes ~~the~~could ~~Dodd-Frank~~affect ~~Act,~~our asfinancial ~~well~~condition ~~as rules adopted,~~ and toresults beof ~~adopted,~~operations byor the ~~SEC~~way ~~and~~in ~~The~~which ~~Nasdaq~~such ~~Global~~financial ~~Select~~condition ~~Market. Our management~~ and ~~other~~results ~~personnel devote a substantial amount~~ of ~~time~~operations toare ~~these compliance initiatives~~reported. ~~Moreover,~~Compliance ~~these~~with ~~rules~~new ~~and~~accounting ~~regulations~~standards ~~increase our legal and financial compliance costs and~~ may ~~make~~also ~~some~~result ~~activities~~in ~~more~~additional ~~time-consuming and costly~~expenses. ~~The~~As ~~increased~~a ~~costs will increase our net loss. For example~~result, ~~these~~we ~~rules~~intend ~~and~~to ~~regulations~~invest ~~make~~all itreasonably ~~more~~necessary ~~difficult~~resources ~~and more expensive for us~~ to ~~obtain~~comply ~~director~~with ~~and~~evolving ~~officer~~standards, ~~liability insurance~~ and wethis ~~may~~investment ~~be required to incur substantial costs to maintain sufficient coverage. We cannot predict or estimate the amount or timing of additional costs we~~ may ~~incur~~result in ~~the~~increased ~~future~~general toand ~~respond~~administrative toexpenses ~~these~~and ~~requirements.~~a ~~The~~diversion ~~impact~~ of ~~these~~management ~~requirements~~time ~~could~~and ~~also~~attention ~~make~~from itbusiness ~~more~~activities ~~difficult for us~~ to ~~attract~~compliance ~~and retain qualified persons to serve on our board of directors, our board committees or as executive officers~~activities.

~~Specifically,~~We incontinue ~~order~~ to ~~comply~~incur ~~with~~increased ~~the~~costs ~~requirements~~as a result of ~~being~~operating as a public company, ~~we need to undertake various actions, including maintaining effective internal controls~~ and procedures. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our ~~disclosure~~management ~~controls~~devotes ~~and~~substantial ~~other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file with the SEC is recorded, processed, summarized and reported within the~~ time ~~periods specified in the SEC’s rules and forms, and that information required~~ to benew ~~disclosed~~compliance ~~in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers~~initiatives. In addition, we ~~must~~are ~~perform~~obligated ~~system~~to develop and ~~process~~maintain ~~evaluation~~proper and ~~testing~~effective ~~of our~~ internal control over financial reporting. toIn ~~allow management to report on~~ the ~~effectiveness of our internal control over financial reporting~~future, aswe ~~required~~may bynot ~~Section~~complete ~~404(b) of the Sarbanes-Oxley Act, and to allow~~ our ~~independent~~analysis ~~registered public accounting firm to issue an attestation report on the effectiveness~~ of our internal control over financial reporting. ~~Our~~in compliance with Section 404(b) of the Sarbanes-Oxley Act requires that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit staff and outsource this function to a ~~third~~timely ~~party.~~manner, ~~We have hired and will need to retain our current accounting and financial staff who have the appropriate public company experience and technical accounting knowledge. If we~~ or our ~~independent registered public accounting firm identify deficiencies in our~~ internal control over financial reporting ~~that~~may ~~are~~not ~~deemed~~be determined to be ~~material weaknesses~~effective, ~~investors~~which may ~~lose~~adversely affect investor confidence in our ~~operating~~company ~~results~~ and, as a result, the ~~price~~value of our common stock ~~could decline~~. ~~In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on The Nasdaq Global Select Market.~~

~~Our~~As ~~ability~~a topublic ~~successfully~~company, ~~implement~~we ~~our~~incur ~~business~~significant ~~plan~~legal, accounting, insurance and ~~comply~~other expenses, and these expenses further increased in connection with ~~Section~~our ~~404(b)~~loss of “emerging growth company” status as of December 31, 2021. As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act ~~requires~~and usthe Dodd-Frank Act, as well as rules adopted, and to be ~~able~~adopted, toby ~~prepare~~the ~~timely~~SEC and ~~accurate~~The ~~financial~~Nasdaq ~~statements~~Global Select Market. WeOur ~~expect~~management ~~that~~and weother ~~will~~personnel ~~need~~devote toa ~~continue~~substantial amount of time to ~~improve~~these ~~existing~~compliance initiatives. Moreover, these rules and ~~implement~~regulations ~~new~~increase ~~operational~~our legal and financial ~~systems,~~compliance ~~procedures~~costs and ~~controls~~may tomake ~~manage~~some ~~our~~activities ~~business~~more ~~effectively.~~time-consuming ~~Any~~and ~~delay~~costly. inThe ~~the~~increased ~~implementation~~costs ~~of,~~will orincrease ~~disruption~~our innet ~~the~~loss. ~~transition~~For toexample, ~~new~~these orrules ~~enhanced~~and ~~systems,~~regulations ~~procedures~~make orit ~~controls~~more ~~may~~difficult ~~cause~~and ~~our~~more ~~operations~~expensive for us to ~~suffer,~~obtain director and officer liability insurance and we may be ~~unable~~required to ~~conclude~~incur ~~that~~substantial ~~our~~costs ~~internal~~to ~~control~~maintain ~~over~~sufficient ~~financial~~coverage. ~~reporting~~We iscannot ~~effective~~predict ~~and~~or toestimate ~~obtain~~the anamount ~~attestation~~or ~~report~~timing ~~from~~of ~~our~~additional ~~independent~~costs ~~registered~~we ~~public~~may ~~accounting~~incur ~~firm~~in asthe ~~required~~future ~~under~~to ~~Section~~respond ~~404(b)~~to ofthese ~~the~~requirements. ~~Sarbanes-Oxley~~The ~~Act.~~impact ~~This,~~of inthese ~~turn,~~requirements could ~~have~~also anmake ~~adverse~~it ~~impact~~more ondifficult ~~the price~~ for ~~our~~us ~~common~~to ~~stock~~attract and ~~could~~retain ~~adversely~~qualified ~~affect~~persons to serve on our ~~ability~~board toof ~~access~~directors, ~~the~~our ~~capital~~board ~~markets~~committees or as executive officers.

Specifically, in order to comply with the requirements of being a public company, we need to undertake various actions, including maintaining effective internal controls and procedures. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. In addition, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404(a) of the Sarbanes-Oxley Act. Our compliance with Section 404(b) of the Sarbanes-Oxley Act requires that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit staff and outsource this function to a third party. We have hired and will need to retain our current accounting and financial staff who have the appropriate public company experience and technical accounting knowledge. As a result of our public float on June 30, 2023, commencing on December 31, 2023, we became a non-accelerated filer. For so long as we remain a non-accelerated filer, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act. If we identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, investors may lose confidence in our operating results and the price of our common stock could decline. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on The Nasdaq Global Select Market.

Our ability to successfully implement our business plan and comply with Section 404(a) of the Sarbanes-Oxley Act requires us to be able to prepare timely and accurate financial statements. We expect that we will need to continue to improve existing, and implement new operational and financial systems, procedures and controls to manage our business effectively. Any delay in the implementation of, or disruption in the transition to, new or enhanced systems, procedures or controls may cause our operations to suffer, and we may be unable to conclude that our internal control over financial reporting is effective. This, in turn, could have an adverse impact on the price for our common stock and could adversely affect our ability to access the capital markets.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

We designed our disclosure controls and procedures to reasonably assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

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and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, our stock price and trading volume could decline.

Our stock price and trading volume is heavily influenced by the way analysts and investors interpret our clinical trial results, any BD Arrangements we may enter into, our financial information and other disclosures. If securities or industry analysts do not publish research or reports about our business, delay publishing reports about our business or publish negative reports about our business, regardless of accuracy, our stock price and trading volume could decline.

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our business or publish negative reports about our business, regardless of accuracy, our stock price and trading volume could decline.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

Risk Management Strategy

We have implemented and maintain various information security processes. These processes are designed to identify, assess and manage material risks from cybersecurity threats to our critical computer networks, third-party hosted services, communications systems, hardware and software, and our critical data, including intellectual property, strategic or competitive in nature, and proprietary or confidential information, including clinical trial data, personal and financial information, referred to collectively as Information Systems and Data.

Our Chief Financial Officer, or CFO, together with our Incident Disclosure Committee, or IDC, Security Incident Response Team, or SIRT, which is led by our head of information technology, or IT, and composed of two employees who have direct work experience in network security, and third-party service providers, help identify, assess and manage the Company’s cybersecurity threats and risks. In doing so, they identify and assess risks from cybersecurity threats by monitoring and evaluating our threat environment and the Company’s risk profile using various methods including, for example, automated and manual tools, third-party threat assessments and intelligence feeds, subscribing to reports and services that identify cybersecurity threats, analyzing reports of threats and threat actors, evaluating the Company’s and the industry’s risk profile, evaluating reported threats, coordinating with law enforcement relating to threats, conducting threat assessments for internal and external threats, conducting red/blue team testing and tabletop incident response exercises jointly with external third parties.

Depending on the environment, we implement and maintain various technical, physical and organizational measures, processes, standards and policies designed to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data, including, for example: an incident detection and response plan and policy; encryption of data; network security controls; access controls; physical security and employee training.

Our assessment and management of material risks from cybersecurity threats are integrated into the Company’s overall risk management processes. For example, our IT department works with management to prioritize our risk management processes and mitigate cybersecurity threats that are more likely to lead to a material impact to our business.

We use third-party service providers to assist us from time to time to identify, assess and manage material risks from cybersecurity threats, including for example threat intelligence service providers, penetration testing firms, dark web monitoring services, cybersecurity consultants and software providers.

We use third-party service providers to perform a variety of functions throughout our business, such as application providers, hosting companies, contract research organizations, and contract manufacturing organizations. We have a vendor management program to manage cybersecurity risks associated with our use of these providers. The program includes a risk assessment for each vendor which includes a security questionnaire, a review of the vendor’s written security program, and security assessment calls with the vendor's security team.

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Depending on the nature of the services provided the sensitivity of the Information Systems and Data at issue, and the identity of the provider, our vendor management process may involve different levels of assessment designed to help identify cybersecurity risks associated with a provider and impose contractual obligations related to cybersecurity on the provider.

For a description of the risks from cybersecurity threats that may materially affect the Company and how they may do so, see our risk factors under Part 1. Item 1A. Risk Factors in this Annual Report, including “We, our CROs, our CMOs, our current and potential future partners and other third parties we rely on or partner with could experience a cybersecurity incident that could harm our business”.

Governance

Our board of directors, or the Board, addresses the Company’s cybersecurity risk management as part of its general oversight function. The Board has delegated to the audit committee of the Board, or Audit Committee, responsibility for overseeing the Company’s cybersecurity risk management processes generally, including oversight and mitigation of risks from cybersecurity threats.

Our CFO is responsible for cybersecurity risk management and has experience overseeing IT departments in previous roles. Our principal accounting officer, or PAO, oversees the IT department and in that capacity is responsible for hiring appropriate cybersecurity personnel, helping to integrate cybersecurity risk considerations into the Company’s overall risk management strategy, and communicating key priorities to relevant personnel. Our PAO has significant experience with managing access to key company-wide information systems. Our head of IT is responsible for assessing and managing our material risks from cybersecurity threats and for our cybersecurity protections generally, including helping prepare for cybersecurity incidents, approving cybersecurity processes and reviewing security assessments and other security-related reports. Our head of IT has prior work experience in cybersecurity, holds relevant degrees and current cybersecurity certifications. The Audit Committee receives periodic reports from our CFO and head of IT concerning cybersecurity threats and risks, and the processes that we have implemented to address and mitigate them. The Audit Committee updates the Board on such cybersecurity issues as part of its general committee report to the Board at regular Board meetings. Our Board is responsible for approving budgets to support those activities.

We have in place a cybersecurity incident response plan, reviewed by the Audit Committee, which establishes incident response processes, policies and procedures. Under the plan, our CFO, as incident response leader, works with the Company’s SIRT to help the Company mitigate and remediate cybersecurity incidents of which they are notified.

Our IDC is notified and activated in the event of a significant cybersecurity incident. The IDC is composed of our CFO, the lead of the SIRT, our General Counsel and other members of our legal and finance teams. In the event of a severe or major cybersecurity incident, the IDC will oversee and coordinate the response, determine materiality of impact and any disclosure requirements in conjunction with legal counsel and will ensure that the Audit Committee and/or the Board are updated and that required disclosures are made in a timely manner.

Item 2. Properties.

We lease and occupy approximately 122,000 square feet of office ~~space~~ and ~~facilities~~laboratory space in South San Francisco, California. In July 2022, we entered into an operating lease agreement, or the 2024 Lease Agreement, for our existing corporate office ~~space~~ and ~~facilities~~laboratory space at 333 Oyster Point Boulevard, South San Francisco, California~~, that we currently occupy pursuant to a sublease agreement scheduled to expire on December 31, 2023~~. The initial term of the 2024 Lease Agreement ~~will~~commenced ~~commence~~ on January 1, 2024 and ~~expire~~expires on December 31, 2033.

Item 3. Legal Proceedings.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock has been listed on ~~the~~The Nasdaq Global Select Market under the symbol “NGM” since April 4, 2019.

Holders of Record

As of the close of business on ~~February~~March 225, ~~2023~~2024, there were 3833 stockholders of record of our common stock. The actual number of stockholders is greater than the number of stockholders of record and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees. This number of stockholders of record also does not include stockholders whose shares may be held in trust by other entities.

Performance Graph

~~The~~We ~~following~~are ~~stock~~a ~~performance~~smaller ~~graph~~reporting ~~compares~~company ~~the~~as ~~value~~defined ofby anRule ~~investment~~12b-2 in (i) our common stock, (ii) the Nasdaq Composite Index and (iii) the Nasdaq Biotechnology Index for the period from April 4, 2019 (the date our common stock commenced trading on the Nasdaq Global Select Market) through December 31, 2022. The figures represented below assume an investment of ~~$100 in our common stock at~~ the ~~closing~~Exchange ~~price~~Act ~~on April 4, 2019~~ and inare ~~the~~not ~~Nasdaq~~required ~~Composite Index and Nasdaq Biotechnology Index on April 4, 2019 and the reinvestment of dividends into shares of common stock. However, no dividends have been declared on our common stock~~ to ~~date.~~provide ~~The comparisons in~~ the ~~table~~performance ~~are~~graph required by ~~the~~Item ~~Securities~~201(e) ~~and Exchange Commission, or SEC, and are not intended to forecast or be indicative~~ of ~~possible~~Regulation ~~future performance of our common stock~~S-K.

	4/4/2019		12/31/2019		12/31/2020		12/31/2021		12/31/2022
NGM Biopharmaceuticals, Inc.	$	100.00	$	125.78	$	206.09	$	120.48	$	34.15
NASDAQ Composite Index	100.00		113.70		163.31		198.24		132.63
NASDAQ Biotechnology Index	100.00		106.66		134.05		133.20		118.67

The information under “Performance Graph” is not deemed to be “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and is not to be incorporated by reference in any filing of NGM under the Securities

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Act of 1933, as amended, or the Securities Act, or the Exchange Act, whether made before or after the date of this Annual Report on Form 10-K and irrespective of any general incorporation language in those filings.

Recent Sales of Unregistered Securities

During the year ended December 31, ~~2022~~2023, we did not issue or sell any unregistered securities.

Issuer Purchases of Equity Securities

During the three-month period ended December 31, ~~2022~~2023, we did not repurchase shares of our common stock.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes appearing elsewhere in this Annual Report. This discussion and analysis contains forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions, such as statements regarding our plans, objectives, expectations, intentions and projections. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors that could impact our business, including those set forth in the section titled “Risk Factors” under Part I, Item 1A in this Annual Report on Form 10-K, or Annual Report. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” "aspire," “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “predict,” “should,” “will” or the negative of these terms or other similar expressions. See “Special Note Regarding Forward-Looking Statements” in this Annual Report ~~on Form 10-K~~.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Annual Report ~~on Form 10-K~~, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate we have conducted exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

Overview of Our Business

We are a biopharmaceutical company focused on discovering and developing novel, potentially life-changing medicines based on scientific understanding of key biological pathways ~~underlying grievous diseases with critical unmet or underserved patient need~~. ~~These~~Our ~~diseases~~mission ~~represent~~is ato ~~significant~~translate ~~burden~~complex, ~~for~~powerful ~~patients~~biology ~~and~~with ~~healthcare~~rigor ~~systems~~ and, inurgency ~~some~~into ~~cases,~~life-changing ~~are leading causes of morbidity and mortality~~medicines. ~~Since~~Our ~~the~~strategy ~~commencement~~is ofbuilt ~~our~~on ~~operations in 2008, we have generated~~ a ~~portfolio~~straightforward ofcentral ~~product~~premise: ~~candidates~~create ~~ranging~~an ~~from~~environment ~~early~~that ~~discovery~~both toallows ~~Phase 2b development. Currently, we have five programs in active clinical development. Our biology-centric~~ drug discovery ~~approach~~research ~~is therapeutic area agnostic and aims~~ to ~~seamlessly~~thrive ~~integrate~~by ~~interrogation~~focusing ofon ~~complex~~powerful ~~disease-associated~~human biology ~~and~~unconstrained ~~protein~~by ~~engineering~~therapeutic ~~expertise~~area toor ~~unlock~~technology ~~proprietary~~approach ~~insights that are leveraged to generate promising product candidates~~ and ~~enable~~remain ~~their~~grounded ~~rapid~~in ~~advancement into proof-of-concept studies. As explorers on~~ the ~~frontier~~singular motivation of ~~life-changing~~delivering ~~science,~~impactful wemedicines ~~aspire~~ to ~~operate~~address ~~one~~critical ofunmet ~~the~~or ~~most~~underserved productive research and development engines in the biopharmaceutical industry. All therapeutic candidates in our pipeline have been generated by our in-house discovery engine, led by biology and motivated by patient need.

Our pipeline is currently divided into two categories with separate approaches to development strategy and resource allocation in an effort to enable more of the product candidates in our pipeline to be advanced as effectively and efficiently as possible. To that end, we are currently focusing most of our execution efforts and resources on advancing our clinical-stage solid tumor oncology programs to potentially rapid proof of concept. For our other programs that are in therapeutic areas where clinical development is relatively resource intensive and can have long timelines to generate proof-of-concept data, due to the need to conserve capital and prioritize focused execution, we are actively seeking, or intend to seek, collaboration, out licensing, partnership or other business development arrangements, or BD Arrangements, with third-party partners with sufficient resources and relevant domain expertise in order to further their development.80

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needs of patients suffering from grievous diseases. As explorers on the frontier of life-changing science, we aspire to operate one of the most productive research and development engines in the biopharmaceutical industry. All therapeutic candidates in our pipeline have been generated by our in-house discovery engine, led by biology and motivated by patient need.

Our biology-driven and therapeutic area agnostic discovery engine has produced a diverse pipeline of product candidates spanning oncology, liver and metabolic disease and retinal disease. We have evolved our strategy to concentrate our resources on three product candidates in three specific disease areas, as well as to continue our discovery research efforts. For our other product candidates and potential future opportunities that have been, and may in the future be, produced by our discovery engine, we are seeking collaboration, out licensing, partnering or other business development arrangements, or BD Arrangements, with third-party partners with sufficient resources and relevant domain expertise to further their development. We believe that this strategy, if successfully implemented, may enable more of the programs in our pipeline to be advanced effectively and efficiently.

Pending Transactions Contemplated by the Merger Agreement

On February 25, 2024, we entered into the Merger Agreement with Parent and Merger Sub. The Merger Agreement provides for, among other things, (i) the acquisition of the Company by Parent through a cash tender offer, or the Offer, by Merger Sub for each issued and outstanding share of our common stock for $1.55 per share, or the Offer Price, and (ii) the merger of Merger Sub with and into the Company, or the Merger, with the Company surviving the Merger. Subject to the terms of the Merger Agreement, the Offer Price will be paid subject to any applicable tax withholding and without interest.

We anticipate that the Offer and the Merger contemplated under the Merger Agreement will be consummated in the second quarter of 2024. However, there can be no assurance that the Offer and the Merger contemplated by the Merger Agreement will be completed. If the Merger is effected, our common stock will be delisted from The Nasdaq Global Select Market, our obligation to file periodic reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, will terminate, and we will be privately held.

Pipeline Programs and Operational Updates

~~Key~~We ~~Programs~~are incurrently ~~Active~~prioritizing ~~Development~~the majority of our execution efforts and significant resources on three key development opportunities:

~~Our~~•completing ~~pipeline~~a ~~includes~~Phase ~~four~~1 ~~solid~~Part ~~tumor~~1b ~~oncology~~dose ~~programs~~escalation incohort ~~active ongoing clinical development. We are currently focusing most~~ of ~~our~~the ~~execution~~ongoing ~~efforts~~Phase ~~and~~1/2 ~~resources~~trial onevaluating ~~these~~NGM707 ~~key programs. We have intentionally built our clinical capabilities primarily~~ in ~~areas~~combination ~~such~~with asKEYTRUDA® ~~solid~~(pembrolizumab) ~~tumor~~for ~~oncology that offer development paths that are relatively resource efficient and have~~ the ~~potential~~treatment ~~to generate clinical proof-~~of~~-concept~~ ~~data~~patients ~~more~~with ~~rapidly~~advanced ~~than~~or ~~certain~~metastatic ~~other~~solid ~~indications,~~

Filing Compare · NGM BIOPHARMACEUTICALS INC