You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the notes thereto included in Part I, Item 1, of this Quarterly Report on Form 10-Q and with our audited financial statements and notes thereto for the year ended December 31, 2019, included in our Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission ("SEC") on March 10, 2020.

Overview

We are a late-stage biopharmaceutical company dedicated to bringing transformative therapies to patients with significant unmet medical needs in immune mediated diseases. Our proprietary Tailored Covalency® platform enables us to design and develop reversible covalent and irreversible covalent, small molecule inhibitors with potencies and selectivities that we believe will rival those of injectable biologics, but with the convenience of an oral or topical treatment. We retain full, worldwide rights to rilzabrutinib, PRN473 Topical, PRN1371 and our oral immunoproteasome inhibitor program, and have established an ongoing collaboration with Sanofi for PRN2246/SAR442168.

Since commencing operations in 2011, we have devoted substantially all our resources to identifying and developing our drug candidates, including conducting preclinical studies and clinical trials and providing general and administrative support for these operations. Our clinical pipeline programs include rilzabrutinib for the treatment of pemphigus (pemphigus vulgaris (PV) and pemphigus foliaceus (PF)); rilzabrutinib for the treatment of immune thrombocytopenia (ITP); rilzabrutinib for the treatment of IgG4-Related Disease (RD); PRN473 Topical, a reversible covalent Bruton Tyrosine Kinase (BTK) inhibitor being developed for immune mediated diseases that could benefit from localized application to the skin; and PRN2246/SAR442168, an irreversible BTK inhibitor which crosses the blood-brain barrier, for the treatment of multiple sclerosis (MS) and other central nervous system (CNS) diseases. In January 2020, we announced suspension of clinical development efforts for PRN1371, an inhibitor of Fibroblast Growth Factor Receptor designed for the treatment of solid tumors, to focus our portfolio on immune mediated diseases.



      •  We are conducting a global Phase 3 pivotal clinical trial of
         rilzabrutinib in pemphigus, evaluating rilzabrutinib in PV patients and a
         smaller number of PF patients. We anticipate Phase 3 data in the second
         half of 2021. In December 2019, we announced control of disease activity
         and complete response rates from our Phase 2 Part B trial. Positive data
         from the full data set of the Phase 2 Part B trial was presented at the
         American Academy of Dermatology meeting in June 2020.

In parallel, we are evaluating rilzabrutinib in a Phase 1/2 clinical trial in ITP and presented positive interim data from this trial at the 61st ASH Annual Meeting in December 2019. We presented positive data on durability of response from our ongoing Phase 1/2 trial at the 25th Congress of the European Hematology Association in June 2020 and the International Society on Thrombosis and Haemostasis Congress in July 2020. We anticipate initiating a Phase 1/2 Part B clinical trial of rilzabrutinib in ITP. Additionally, we anticipate initiating a pivotal Phase 3 trial of rilzabrutinib in ITP by the end of 2020, assuming no future COVID-19 related impact.

In January 2020, we announced an expansion in the development of rilzabrutinib into IgG4-RD, an immune mediated disease of chronic inflammation and fibrosis that, if left untreated, can lead to severe morbidity including organ dysfunction and organ failure. We anticipate initiating a Phase 2 clinical trial for rilzabrutinib in IgG4-RD in the second half of 2020.

Beyond pemphigus, ITP, and IgG4-RD, we believe there are numerous immune mediated diseases for which rilzabrutinib may have therapeutic benefit. We anticipate commercializing rilzabrutinib, if approved, by developing our own sales organization targeting dermatologists, hematologists, and rheumatologists at specialized centers in the United States.



      •  In November 2017, we entered an exclusive licensing agreement with
         Sanofi. We believe that this collaboration maximizes the potential of
         PRN2246/SAR442168 to address target indications affecting larger
         populations of patients with CNS diseases. We have completed our
         development efforts under the early development plan and Sanofi is
         responsible for further clinical development of this compound for the
         treatment of patients suffering from MS. In April 2020, Sanofi announced
         data from its Phase 2b clinical trial in relapsing MS. Specifically,
         Sanofi announced that PRN2246/SAR442168 achieved both its primary and
         secondary endpoints, significantly reduced disease activity associated
         with MS as measured by MRI and was well tolerated in the Phase 2b trial
         with no new safety findings. In April 2020, Sanofi also announced that it
         anticipated initiating four Phase 3 clinical trials in relapsing and
         progressive forms of MS in the middle of 2020. In June 2020, the first
         patient in Sanofi's Phase 3 clinical trial in relapsing MS was dosed,
         which triggered a milestone payment of $50.0 million that was paid to us
         in August 2020. We hold an option to fund a portion of Phase 3
         development costs in return for, at our discretion, either a profit and
         loss sharing arrangement within the United States, or an additional
         worldwide royalty that would result in rates up to the high-teens.


      •  In January 2020, we announced an expansion of our BTK franchise with
         PRN473 Topical, which is being developed for immune mediated
         diseases that could benefit from localized application to the skin. In
         March 2020, we initiated a Phase 1 clinical trial of PRN473 Topical,
         which is anticipated to be completed in 2020. We have also initiated an
         open-label, placebo-controlled Phase 1 trial to evaluate the
         pharmacologic activity on skin reactions induced by challenge agents.
         PRN473 Topical is our third BTK inhibitor in the clinic, joining
         rilzabrutinib and PRN2246/SAR442168.


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      •  We are expanding our wholly owned pipeline by continuing to innovate and
         discover differentiated oral or topical small molecules with the
         potential to be best-in-class, and we intend to keep our programs at the
         forefront of covalent inhibitor drug discovery by investing in new
         technologies that will broaden the target space of our Tailored Covalency
         platform. In addition, we plan to explore the new biology discovered with
         our oral immunoproteasome inhibitors and to select the optimal
         development path for these highly differentiated assets. We have selected
         a candidate molecule, for our immunoproteasome program, to move forward
         into the preclinical development phase.


      •  As we have done with our collaboration with Sanofi, we plan to
         selectively use collaborations and partnerships as strategic tools to
         maximize the value of our drug candidates, particularly in indications
         with large target patient populations.

Since inception and through June 30, 2020, we have financed our operations primarily with proceeds totaling $541.0 million from our initial public offering ("IPO") and a subsequent equity offering in October 2019, private placements of our convertible preferred stock and convertible notes and with payments totaling $110.0 million from license and research collaborations. We received a $30.0 million milestone payment in 2019 and milestone payments totaling $25.0 million in 2018 from our collaboration agreement with Sanofi. In 2017, we received non-refundable upfront payments of $40.0 million and $15.0 million from our collaboration agreements with Sanofi and AbbVie, respectively.

As of June 30, 2020, we held cash, cash equivalents and marketable securities totaling $316.5 million. We do not have any products for sale and have not generated any product revenue since our inception. To date, all our revenue has been generated from payments received from our agreements with Sanofi and AbbVie. We have incurred significant operating losses since the commencement of our operations. As of June 30, 2020, we have an accumulated deficit of $207.4 million. We expect to continue to incur significant expenses as we advance our drug candidates and expand our pipeline through clinical development, the regulatory approval process and, if successful, commercial launch activities. If we elect to exercise our option to fund a portion of Phase 3 development under the Sanofi Agreement, we will be required to share in certain development costs. Furthermore, we expect to incur additional costs associated with operating as a public company. Based on our planned operations, we believe our cash, cash equivalents and marketable securities at June 30, 2020 are sufficient to fund our operations for at least the next 12 months from the issuance date of these financial statements.

COVID-19 Business Update

With the global spread of the ongoing COVID-19 pandemic, in the first quarter of 2020, we established a cross-functional task force and implemented certain measures across our business designed to address and mitigate the impact of the effects of the COVID-19 pandemic on our employees, clinical trial participants, clinical investigators, third-party vendors, partners and our business. In addition, we continue to engage with our Board of Directors to monitor the impact of the effects of the COVID-19 pandemic on our business and to assess our related risks and mitigation efforts. Given the global economic slowdown, the overall disruption of global healthcare systems and the other risks and uncertainties associated with the evolving effects of the pandemic, our business, financial condition, results of operations and growth prospects could be materially adversely affected. We continue to closely monitor the COVID-19 situation as we evolve our response strategy. We began responding to the risks and uncertainties relating to the COVID-19 pandemic at the end of January 2020. In mid-March 2020, our workforce transitioned to working remotely, with the exception of a small number of employees who performed essential activities at our office in South San Francisco, California using practices that are outlined in a social distancing protocol required by local order. We are currently allowing a limited number of employees to return to the office in a phased approach that is principles-based and in compliance with state and local orders applicable to our office location, with a focus on employee safety and optimal work environment. At this time, we plan for the majority of our employees to continue to work remotely.

Supply Chain

We are working closely with our third-party manufacturers, distributors and other partners, to manage our supply chain activities and mitigate potential disruptions to our drug candidate supplies as a result of the COVID-19 pandemic. At this point we expect to have adequate global supply of clinical trial material to meet the needs of our current clinical trials. However, if the evolving effects of the COVID-19 pandemic persist for an extended period of time or become more severe and further impact essential distribution systems and delivery services, we could experience disruptions to our supply chain and operations, and associated delays in the manufacturing and supply of our drug candidates, which would adversely impact our ability to complete our clinical trials and advance our drug candidates through regulatory approval.

Clinical Development

With respect to clinical development, we have implemented telemedicine approaches to maintain clinical trial participation, investigator safety and trial continuity, and to collect participant data and preserve data integrity of our trials. The effects of the



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COVID-19 pandemic have caused slowdowns in clinical trial enrollment and a re-allocation of healthcare resources. In this regard, as announced in May, the initiation of our planned Phase 2 clinical trial of rilzabrutinib in IgG4-RD has been delayed from the first half of 2020 to the second half of 2020 due to the prioritization of healthcare resources for COVID-19 patients at our clinical trial sites. As the COVID-19 pandemic continues to evolve, we could see an impact on our ability to maintain participant enrollment in several additional or all of our trials due to, for example, increased COVID-19 positivity or infection rates, or other related health complications. We could also see an impact on the ability to supply sufficient drug candidate for our trials, report trial results, or interact with regulators, ethics committees or other important agencies due to limitations in regulatory authority employee resources or otherwise. In addition, we rely on contract research organizations or other third parties to assist us with clinical trials, and we cannot guarantee that they will continue to perform their contractual duties in a timely and satisfactory manner as a result of the COVID-19 pandemic. If the evolving effects of the COVID-19 pandemic become more severe, we could experience significant disruptions to other clinical development timelines, which would adversely affect our business, financial condition, results of operations and growth prospects.

Research and Development Pipeline

Our research and development pipeline depends on our ability to continue to identify compounds that may be viable product candidates for future clinical development. The effects of the COVID-19 pandemic may materially impact or delay these research and development activities. We currently have a small number of research and development employees working in our facility to perform critical tasks related to the supply of drug candidates for our clinical trials. As we phase in an eventual return to our usual operations, we expect that more employees will return to laboratories to resume research efforts. However, the effects of the COVID-19 pandemic continue to rapidly evolve and even if our employees more broadly return to laboratories to resume research efforts, we may be subsequently forced to, or subsequently determine that we should, resume a more restrictive remote work model, whether as a result of spikes or surges in COVID-19 positivity or infection rates or otherwise. We cannot know what the impact of limiting the number of employees in our labs will be, but we anticipate that such limitations may result in delays in our earlier stage research programs.

Regulatory Activities

With respect to regulatory activities, it is possible that we could experience delays in the timing of our interactions with FDA or other regulatory authorities due to, for example, inability to conduct planned physical inspections related to regulatory approval, the diversion of efforts and attention to approval of other therapeutics or other activities related to COVID-19, or absenteeism by governmental employees, which could delay approval decisions and otherwise delay or limit our ability to make planned regulatory submissions or obtain new product approvals. In addition, while we have followed regulatory guidance regarding changes made to the conduct of our ongoing clinical trials, particularly related to changes in our collection of patient data, it is possible that those changes could in the future impact the timing of, or our ability to, obtain new product approvals.

Corporate Development

With our strong cash balance, including the proceeds of our 2018 initial public offering, 2019 subsequent equity offering, and upfront and milestone payments received pursuant to our licensing agreements, we anticipate having sufficient liquidity to make planned investments in our business this year in support of our long-term growth strategy. We believe that our cash, cash equivalents and marketable securities as of June 30, 2020 will fund our current planned operations for at least the next 12 months. However, our operating plan may change as a result of many factors currently unknown to us, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings, as well as other collaborations, strategic alliances and licensing arrangements, or other arrangements. However, the COVID-19 pandemic continues to rapidly evolve and has already resulted in a significant disruption of global financial markets. If the disruption persists or becomes more severe, we could experience an inability to access additional capital, which could in the future negatively affect our operations.

Other Financial and Corporate Impacts

While we expect the effects of the COVID-19 pandemic may adversely affect our business operations and financial results, the extent of the impact on our clinical development and regulatory efforts, and the value of and market for our common stock, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration and severity of the pandemic, travel restrictions, quarantines, social distancing and business closure requirements in the United States, Europe, China and other countries, and the effectiveness of actions taken globally to contain and treat the disease. For example, if remote work policies for certain portions of our business, or that of our business partners, are extended longer than we currently expect, we may need to reassess our priorities for the remainder of the year.



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In addition, while we continue to maintain our efforts to protect data and ensure appropriate cybersecurity, our temporary transition to a remote workforce model may increase the risk of cybersecurity incidents or other data breaches. We cannot be certain that our cybersecurity and data privacy efforts will be unaffected by the effects of the COVID-19 pandemic.

Sanofi Agreement

In November 2017, we entered into a strategic collaboration agreement with Sanofi, or the Sanofi Agreement, for an exclusive license to PRN2246/SAR442168 and backup molecules for development in MS and other CNS diseases. Under the Sanofi Agreement, we completed the Phase 1 trials and Sanofi is responsible for all further development activities. We and Sanofi are each responsible for certain early development costs, and Sanofi is responsible for all further development and commercialization costs, subject to our Phase 3 option described below.

Sanofi has an exclusive license for PRN2246/SAR442168 and its backups for the CNS field, which includes indications of the central nervous system, retina and ophthalmic nerve. We have agreed not to develop other BTK inhibitors within the CNS field, and Sanofi has agreed not to develop PRN2246/SAR442168 or its backups for any indications outside the CNS field. In the event we cease all development and commercialization of our other BTK inhibitors or unilaterally decide to offer Sanofi a field expansion, Sanofi could expand its field upon a field expansion payment to us, as well as potential milestone payments and royalties within the expanded field.

Under the amended Sanofi Agreement, we may receive development, regulatory and commercial milestone payments of up to an aggregate of $765.0 million, as well as royalties up to the mid-teens. We have an option to fund a portion of Phase 3 development costs in return for, at our option, either a profit and loss sharing arrangement within the United States, or an additional worldwide royalty that would result in royalties up to the high-teens. Only the additional royalty option would be available if we develop rilzabrutinib for major enumerated indications overseen by the FDA's Division of Pulmonary, Allergy and Rheumatology Products or if we experience a change in control involving certain Sanofi competitors. Royalties are subject to specified reductions and are payable, on a product-by-product and country-by-country basis until the later of the date that all of our patent rights that claim a composition of matter of such product expire in such country, the date of expiration of regulatory exclusivity for such product in such country, or the date that is ten years from the first commercial sale of such product in such country.

AbbVie Agreement

In June 2017, we entered into a collaboration agreement with AbbVie, or the AbbVie Agreement, to research and develop oral immunoproteasome inhibitors and received an upfront payment of $15.0 million. In March 2019, we announced a mutual agreement with AbbVie to end our collaboration and to reacquire rights to the program following an assessment by AbbVie that there was no longer a strategic fit of our highly selective oral immunoproteasome inhibitors' biologic profiles relative to AbbVie's desired disease areas of focus. We and AbbVie agreed to conclude the collaboration effective March 2019. There are no further financial obligations between AbbVie and us.

University of California License Agreements

In November 2009 and September 2011, we entered into license agreements with the Regents of the University of California, or the Regents, which were subsequently amended and restated at various dates (the "UC Agreements"). Under the UC Agreements, the Regents have granted to us exclusive, worldwide licenses, with the right to grant sublicenses, under the Regents' patent rights in certain patent applications to make, use, sell, offer for sale, and import products and services and practice methods covered by such patent applications in all fields of use.

We have paid the Regents license fees of $40,000 in total under the UC Agreements and are required to pay annual license maintenance fees totaling $40,000 prior to launching any licensed product. We may be obligated to make one-time regulatory and development milestone payments under the UC Agreements for future drug candidates and are obligated to pay tiered royalty payments in the low single digits on net sales of the licensed products. Additionally, we are obligated to pay the Regents payments on non-royalty licensing revenue we receive from our sub-licensees for products covered by UC patents. Pursuant to the UC Agreements, we also made IPO milestone payments to the Regents totaling approximately $140,000 in October 2018.

Under the UC Agreements, we are required to diligently proceed with the development, manufacture, regulatory approval, and sale of licensed products which include obligations to meet certain development-stage milestones within specified periods of time and to market the resulting licensed products in sufficient quantity to meet market demand. We have the right and option to extend the date by which we must meet any milestone in one year extensions by paying an extension fee for second and subsequent extension, provided we can demonstrate we made diligent efforts to meet the milestone.



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Components of Operating Results

Revenue

To date, all our revenue has been generated from payments pursuant to our collaboration arrangements with Sanofi and AbbVie.

In connection with the Sanofi Agreement, we received a $40.0 million non-refundable upfront payment in December 2017, additional milestone payments totaling $25.0 million in 2018 for successful development activities under the early development plan, and a $30.0 million clinical development milestone payment in 2019 for the initiation of Sanofi's Phase 2b clinical trial of PRN2246/SAR442168. In June 2020, Sanofi dosed the first patient in its Phase 3 clinical trial of PRN2246/SAR442168 in relapsing MS, which triggered a milestone payment of $50.0 million that was paid to us in August 2020. We identified the following performance obligations under our Sanofi Agreement: (i) granting a license of rights to PRN2246/SAR442168, (ii) transferring of technology (know-how) related to PRN2246/SAR442168, and (iii) performance of research and development services related to our responsibilities under the early development plan. We concluded that the delivered license was not distinct at the inception of the arrangement due to our proprietary expertise with respect to the licensed compound and related developmental participation under the agreement, which was required for Sanofi to fully realize the value from the delivered license. Therefore, we combined these performance obligations as one unit of accounting and recognized the $40.0 million upfront payment and the aggregate of $25.0 million in milestone payments ratably over the performance period, which ended as of December 31, 2018.

On January 1, 2019, we adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, or ASC 606, using the modified retrospective approach. Upon adoption, we concluded that there was no adjustment necessary to revenue recognized through December 31, 2018 under ASC 606 for the Sanofi Agreement as all deliverables under ASC 605 and all performance obligations under ASC 606 had been completed as of December 31, 2018. In June 2019, we received a $30.0 million milestone payment from Sanofi for achieving a clinical development milestone and recognized the full payment as revenue. In June 2020, we achieved a $50.0 million clinical development milestone upon dosing of the first patient in Sanofi's Phase 3 clinical trial of PRN2246/SAR442168 in relapsing MS and recognized the full amount as revenue. For the three and six months ended June 30, 2020, we recognized $50.0 million in revenue from the Sanofi Agreement. For the three and six months ended June 30, 2019, we recognized $30.0 million in revenue from the Sanofi Agreement. There was no deferred revenue related to the Sanofi Agreement at June 30, 2020 and December 31, 2019.

In connection with the AbbVie Agreement, we received a $15.0 million non-refundable upfront payment in June 2017. Prior to the adoption of ASC 606, we concluded under ASC 605 that the $15.0 million received related to a combined unit of accounting and was required to be recognized as revenue ratably over the performance period, which was estimated to continue through the fourth quarter of 2019. On January 1, 2019, we adopted ASC 606 using the modified retrospective approach. Upon adoption, the fixed, non-refundable and non-creditable upfront payment of $15.0 million received in 2017 was determined to be the transaction price. Revenue was recognized based on a measurement of progress toward the completion of the performance obligation of providing research services for two years, subject to an extension for up to six months. Based on this methodology, we concluded that under ASC 606, approximately $9.8 million in revenue should be recognized through December 31, 2018, as compared to $9.4 million under ASC 605. We recorded a cumulative adjustment to decrease accumulated deficit and deferred revenue by $0.4 million as of the adoption date. In March 2019, we and AbbVie agreed to end our collaboration. Therefore, we recognized the remaining balance of the transaction price of $5.2 million in revenue during the three months ended March 31, 2019, upon termination of the AbbVie Agreement. No revenue was recognized from the AbbVie Agreement in subsequent periods as the agreement had been terminated.



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Operating Expenses

We classify our operating expenses into two categories: research and development and general and administrative.

Research and Development

Our research and development expenses account for a significant portion of our operating expenses and relate to expenses incurred in connection with research and development activities, including the preclinical and clinical development of our drug candidates. These expenses primarily consist of preclinical and clinical expenses; payroll and personnel expenses, including stock-based compensation, for our research and development employees; consulting costs, laboratory supplies and facilities costs. We expense both internal and external research and development costs as they are incurred. Non-refundable advance payments for services that will be used or rendered for future research and development activities are recorded as prepaid expenses and recognized as an expense as the related services are performed.

Our external research and development expenses consist primarily of:



      •  expenses incurred with contract research organizations, investigative
         clinical trial sites and other vendors involved in conducting our
         clinical trials;


      •  expenses incurred with contract manufacturing organizations for process
         development, scale up, as well as manufacturing of drug substance and
         drug candidates;


      •  expenses incurred with third party vendors for performing preclinical
         testing on our behalf; and


      •  consulting fees and certain laboratory supply costs related to the
         execution of preclinical studies and clinical trials.

With respect to internal costs, several of our departments support multiple clinical programs, and we do not allocate those costs by clinical program. Internal research and development expenses consist primarily of personnel related costs, facilities and infrastructure costs, certain laboratory supplies and non-capitalized equipment used for internal research and development activities.

We expect our research and development expenses to increase over the next several years as we continue to execute on our business strategy, advance our current programs and expand our research and development efforts, and pursue regulatory approvals of any of our drug candidates that successfully complete clinical trials.

General and Administrative

General and administrative expenses consist primarily of payroll and personnel related expenses, including stock-based compensation, for our personnel in finance, legal, human resources, business and corporate development and other administrative functions, professional consulting fees for legal and accounting services, costs related to our intellectual property and other allocated costs, such as facility expenses not otherwise allocated to research and development, and infrastructure costs.

We expect our general and administrative expenses to increase as a result of operating as a public company. Additional expenses include those related to compliance with the rules and regulations of the SEC and the Nasdaq Global Market, additional insurance expenses, investor relations activities and other administrative and professional services.

Other Income (Expense), Net

Other income (expense), net, consists primarily of realized gains and losses from sales of marketable securities.

Interest Income

Interest income is primarily related to interest earned on our marketable securities.



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Results of Operations

Comparison of the Three Months Ended June 30, 2020 and 2019

The following table summarizes our results of operations for the three months ended June 30, 2020 and 2019 (dollars in thousands):





                                  Three Months Ended June 30,               Change
                                   2020                 2019             $           %
Revenue                       $       50,000       $       30,000     $ 20,000        67 %
Operating expenses:
Research and development              30,888               18,718       12,170        65 %
General and administrative             9,231                5,233        3,998        76 %
Total operating expenses              40,119               23,951       16,168        68 %
Income from operations                 9,881                6,049        3,832        63 %
Other income (expense), net              199                  (42 )        241         *
Interest income                          730                1,108         (378 )     (34 )%
Net income                    $       10,810       $        7,115     $  3,695        52 %



* Percentage not meaningful

Revenue

We recorded $50.0 million in revenue related to the Sanofi Agreement for the three months ended June 30, 2020. In June 2020, we achieved a clinical development milestone upon dosing of the first patient in Sanofi's Phase 3 clinical trial of PRN2246/SAR442168 in relapsing MS. Revenue for the three months ended June 30, 2019 was $30.0 million, consisting of a clinical development milestone payment received in connection with the Sanofi Agreement.

Research and Development Expenses

Research and development expenses were $30.9 million for the three months ended June 30, 2020, an increase of $12.2 million, compared to $18.7 million for the three months ended June 30, 2019. The increase was primarily driven by a $5.8 million increase in external rilzabrutinib program costs due to the progression of our global Phase 3 trial in pemphigus, ongoing Phase 2 trial in ITP and certain manufacturing activities to supply drug products for our trials, a $4.5 million increase in personnel related expenses due to increased research and development headcount and stock-based compensation expenses, and a $1.8 million increase in external program costs for PRN473 Topical primarily related to the initiation of our Phase 1 program in March 2020.

The following table summarizes research and development expenses (in thousands):





                                                           Three Months Ended June 30,
                                                            2020                 2019
Rilzabrutinib program external expenses                $       13,627       $        7,854
PRN1371 program external expenses                                 499                1,234
PRN2246/SAR442168 program external expenses                         -                    -
PRN473 Topical program external expenses                        2,271                  500
Preclinical external expenses(1)                                1,413                  577
Personnel related expenses(2)                                  10,570                6,087
Other unallocated research and development expenses             2,508                2,466
Total research and development expenses                $       30,888       $       18,718

(1) Preclinical external expenses include external research and development

expenses for all of our preclinical programs. This includes the oral

immunoproteasome program we reacquired from AbbVie in March 2019.

(2) Personnel related expenses include stock-based compensation expense of $3.9


    million and $1.8 million for the three months ended June 30, 2020 and 2019,
    respectively. As our research and development personnel generally support
    several of our programs and a significant amount of our internal development
    activities broadly support all of our programs, we do not separately track or
    allocate our personnel related expenses by program.


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General and Administrative Expenses

General and administrative expenses were $9.2 million for the three months ended June 30, 2020, an increase of $4.0 million, compared to $5.2 million for the three months ended June 30, 2019. The increase was primarily driven by a $2.1 million increase in personnel related expenses due to increased headcount and stock-based compensation expenses and a $1.8 million increase in professional services expenses.

Other Income (Expense), Net

Other income, net, was $0.2 million for the three months ended June 30, 2020 and was related to a net gain realized from the sale of marketable securities during the quarter. Other expense, net, for the three months ended June 30, 2019 was insignificant.

Interest Income

Interest income for the three months ended June 30, 2020 and 2019 was $0.7 million and $1.1 million, respectively, and consists primarily of interest income earned on our cash, cash equivalents and marketable securities. The decrease of $0.4 million is mainly due to lower yields as compared to the same period in 2019.

Comparison of the Six Months Ended June 30, 2020 and 2019

The following table summarizes our results of operations for the six months ended June 30, 2020 and 2019 (dollars in thousands):





                                Six Months Ended June 30,              Change
                                   2020              2019            $          %
Revenue                       $       50,000       $  35,160     $  14,840       42 %
Operating expenses:
Research and development              57,630          34,241        23,389       68 %
General and administrative            16,600           9,740         6,860       70 %
Total operating expenses              74,230          43,981        30,249       69 %
Loss from operations                 (24,230 )        (8,821 )     (15,409 )      *
Other income (expense), net              199             (41 )         240        *
Interest income                        2,342           2,290            52        2 %
Net loss                      $      (21,689 )     $  (6,572 )   $ (15,117 )      *



* Percentage not meaningful

Revenue

We recorded $50.0 million in revenue related to the Sanofi Agreement for the six months ended June 30, 2020, related to the clinical development milestone achieved upon dosing of the first patient in Sanofi's Phase 3 clinical trial of PRN2246/SAR442168 in relapsing MS. Revenue for the six months ended June 30, 2019 was $35.2 million, consisting of a $30.0 million clinical development milestone payment received related to the Sanofi Agreement and a portion of the upfront payments received related to the AbbVie Agreement.

Research and Development Expenses

Research and development expenses were $57.6 million for the six months ended June 30, 2020, an increase of $23.4 million, compared to $34.2 million for the six months ended June 30, 2019. The increase was primarily driven by a $12.4 million increase in external rilzabrutinib program costs due to the progression of our global Phase 3 trial in pemphigus, ongoing Phase 2 trial in ITP and certain manufacturing activities to supply drug products for our trials, a $7.8 million increase in personnel related expenses due to increased research and development headcount and stock-based compensation expenses, and a $2.9 million increase in external program costs for PRN473 Topical primarily related to the initiation of our Phase 1 program in March 2020.



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The following table summarizes research and development expenses (in thousands):





                                                           Six Months Ended June 30,
                                                           2020                2019
Rilzabrutinib program external expenses                $      27,328       $      14,959
PRN1371 program external expenses                                744               1,881
PRN2246/SAR442168 program external expenses                        -                   8
PRN473 Topical program external expenses                       3,844                 966
Preclinical external expenses(1)                               2,145               1,069
Personnel related expenses(2)                                 18,758              10,993
Other unallocated research and development expenses            4,811               4,365
Total research and development expenses                $      57,630       $      34,241

(1) Preclinical external expenses include external research and development

expenses for all of our preclinical programs. This includes the oral

immunoproteasome program we reacquired from AbbVie in March 2019.

(2) Personnel related expenses include stock-based compensation expense of $6.2


    million and $2.9 million for the six months ended June 30, 2020 and 2019,
    respectively. As our research and development personnel generally support
    several of our programs and a significant amount of our internal development
    activities broadly support all of our programs, we do not separately track or
    allocate our personnel related expenses by program.

General and Administrative Expenses

General and administrative expenses were $16.6 million for the six months ended June 30, 2020, an increase of $6.9 million, compared to $9.7 million for the six months ended June 30, 2019. The increase was primarily driven by a $4.3 million increase in personnel related expenses due to increased headcount and stock-based compensation expenses and a $2.1 million increase in professional services expenses.

Other Income (Expense), Net

Other income, net, was $0.2 million for the six months ended June 30, 2020 and related to a net gain realized from the sale of marketable securities during the second quarter of 2020. Other expense, net, for the six months ended June 30, 2019 was insignificant.

Interest Income

Interest income for the six months ended June 30, 2020 and 2019 was $2.3 million for both periods and consists primarily of interest income earned on our cash, cash equivalents and marketable securities.

Liquidity and Capital Resources

Since inception and through June 30, 2020, we have financed our operations primarily with proceeds totaling $541.0 million from our IPO and a subsequent equity offering in October 2019, private placements of our convertible preferred stock and convertible notes and with payments totaling $110.0 million from license and research collaborations. As of June 30, 2020 and December 31, 2019, we held cash, cash equivalents and marketable securities totaling $316.5 million and $367.8 million, respectively.

We do not have any products for sale and have not generated any product revenue since our inception. As of June 30, 2020, all our revenue has been generated from the non-refundable upfront and milestone payments received from our collaboration agreements with Sanofi and AbbVie. For the six months ended June 30, 2020 and 2019, we recorded net losses of $21.7 million and $6.6 million, respectively. As of June 30, 2020, we have an accumulated deficit of $207.4 million, and we do not expect positive cash flows from operations for the foreseeable future. We expect to continue to incur significant expenses and net operating losses as we advance our clinical drug candidates and expand our pipeline, seek regulatory approval and, if successful, proceed to commercial launch activities. Furthermore, we expect to incur additional costs associated with operating as a public company. In addition, we do not yet have a sales organization or commercial infrastructure. Accordingly, we will incur significant expenses to develop a sales organization and/or commercial infrastructure in advance of generating any commercial product sales. As a result, we will need substantial additional capital to support our operating activities. We currently anticipate that we will seek to fund our operations through equity or debt financings or other sources, such as potential collaboration agreements with third parties.

Based on our planned operations, we believe our cash, cash equivalents and marketable securities at June 30, 2020 are sufficient to fund our operations for at least the next 12 months from the issuance date of these financial statements.



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We have based our projections of operating capital requirements on assumptions that may prove to be incorrect and we may use all of our available capital resources sooner than we expect. Because of the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical products, we are unable to estimate the exact amount of our operating capital requirements. Additionally, the COVID-19 pandemic continues to rapidly evolve and has already resulted in a significant disruption of global financial markets. If the disruption persists or becomes more severe, we could experience an inability to access additional capital on acceptable terms, if at all, which could in the future negatively affect our operations. Our future funding requirements will depend on many factors, including, but not limited to:



      •  the scope, rate of progress, results and costs of research and
         development activities, conducting preclinical studies, laboratory
         testing and clinical trials for our drug candidates;


  • the number and scope of clinical programs we decide to pursue;


  • the cost, timing and outcome of regulatory review of our drug candidates;


      •  the scope and cost of manufacturing development and commercial
         manufacturing activities;


      •  the timing and amount of milestone payments, if any, we receive under the
         license agreement that we entered into with Genzyme Corporation, a wholly
         owned subsidiary of Sanofi (the "Sanofi Agreement");


      •  our ability to maintain existing and establish new, strategic
         collaborations, licensing or other arrangements on favorable terms, if at
         all;


      •  the costs of preparing, filing, prosecuting, maintaining, defending and
         enforcing our intellectual property portfolio;


      •  our efforts to enhance operational systems and our ability to attract,
         hire and retain qualified personnel, including personnel to support the
         development of our drug candidates;


  • maintaining an active trading market for our common stock;


  • the costs associated with being a public company; and


      •  the costs associated with commercialization activities if any of our drug
         candidates are approved for sale.

See our "Risk Factors" elsewhere in this quarterly report for a description of additional risks associated with our substantial capital requirements, including risks related to the evolving effects of the COVID-19 pandemic.

Cash Flows

The following table summarizes cash flows for each of the periods presented below (in thousands):



                                                           Six Months Ended June 30,
                                                            2020                2019
Net cash used in operating activities                  $      (54,426 )     $      (2,484 )
Net cash provided by investing activities                     182,882               7,972
Net cash provided by financing activities                       2,493               1,014
Net increase in cash, cash equivalents and
restricted cash                                        $      130,949       $       6,502

Net cash used in operating activities

During the six months ended June 30, 2020, net cash used in operating activities was $54.4 million, which resulted from a net loss of $21.7 million adjusted for changes in operating assets and liabilities and non-cash charges. Non-cash charges included $11.3 million in stock-based compensation and $1.0 million in depreciation and amortization, partially offset by $0.4 million from the amortization of discounts on marketable securities. Changes in operating assets and liabilities included a $48.7 million increase in prepaid expenses and other assets primarily related to the $50.0 million clinical development milestone payment due from Sanofi, which was recorded as a collaboration receivable as of June 30, 2020, partially offset by a $5.5 million increase in accrued liabilities.



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During the six months ended June 30, 2019, net cash used in operating activities was $2.5 million, which resulted from a net loss of $6.6 million adjusted for changes in operating assets and liabilities and non-cash charges. Non-cash charges included $5.7 million in stock-based compensation, $0.2 million in deferred rent and $0.8 million in depreciation and amortization, partially offset by $1.0 million from the amortization of discounts on marketable securities. Changes in operating assets and liabilities included a decrease of $5.2 million in deferred revenue and a decrease of $0.1 million in accounts payable, partially offset by a $1.9 million increase in accrued liabilities and a $1.6 million decrease in prepaid expenses and other assets.

Net cash provided by investing activities

During the six months ended June 30, 2020, net cash provided by investing activities was $182.9 million and is primarily due to $183.2 million of net cash provided by activities related to our marketable securities, consisting of maturities and sales totaling $270.9 million partially offset by purchases of $87.7 million.

During the six months ended June 30, 2019, net cash provided by investing activities was $8.0 million and is primarily due to $9.9 million of net cash provided by activities related to our marketable securities, consisting of maturities of $103.5 million partially offset by purchases of $93.7 million. Net cash provided by investing activities was partially offset by purchases of property and equipment of $1.9 million.

Net cash provided by financing activities

During the six months ended June 30, 2020, net cash provided by financing activities was $2.5 million, relating to proceeds from the issuance of common stock upon exercise of options and participation in our employee stock purchase plan.

During the six months ended June 30, 2019, net cash provided by financing activities was $1.0 million, relating to proceeds from the issuance of common stock upon exercise of options and participation in our employee stock purchase plan.

Off-Balance Sheet Arrangements

We currently do not have, and did not have during the periods presented, any off-balance sheet arrangements, as defined under SEC rules.

JOBS Act

The JOBS Act permits an "emerging growth company" such as ours to take advantage of an extended transition time to comply with new or revised accounting standards applicable to public companies. We have elected the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act, which extension runs until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. We will remain an emerging growth company until December 31, 2020.

Critical Accounting Policies, Significant Judgments and Use of Estimates

Our management's discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

A summary of our critical accounting policies, significant judgments and use of estimates is presented in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019. On an ongoing basis, we evaluate our judgments and estimates considering changes in circumstances, facts and experience. There were no material changes to our critical accounting policies and estimates during the six months ended June 30, 2020.



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Recent Accounting Pronouncements

See Note 2, Significant Accounting Policies, to our condensed consolidated financial statements for recently issued accounting pronouncements, including the respective effective dates of adoption and effects on our results of operations and financial condition.

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