Agenus(AGEN) - 2024 Q2 - Quarterly Report

PART I - FINANCIAL INFORMATION This section provides the unaudited condensed consolidated financial statements and management's discussion and analysis for Agenus Inc., along with disclosures on market risk and internal controls ITEM 1. Financial Statements Presents Agenus Inc.'s unaudited condensed consolidated financial statements, including balance sheets, statements of operations, equity, and cash flows, with detailed explanatory notes Condensed Consolidated Balance Sheets Total assets decreased while total liabilities and stockholders' deficit increased from December 2023 to June 2024, driven by current assets and royalty liabilities | Metric | June 30, 2024 (thousands) | December 31, 2023 (thousands) | | :----------------------------------- | :-------------------------- | :---------------------------- | | Total current assets | $100,004 | $112,416 | | Total assets | $292,415 | $313,913 | | Total current liabilities | $270,666 | $255,897 | | Total liabilities and stockholders' deficit | $292,415 | $313,913 | | Total stockholders' deficit | $(220,839) | $(148,382) | - Cash and cash equivalents increased to $93.7 million at June 30, 2024, from $76.1 million at December 31, 2023[10] - Accounts receivable significantly decreased from $25.8 million to $0.7 million[10] Condensed Consolidated Statements of Operations and Comprehensive Loss Net loss decreased for both three and six months ended June 30, 2024, due to lower operating expenses and higher non-operating income | Metric (thousands) | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $23,509 | $25,296 | $51,514 | $48,198 | | Operating loss | $(30,193) | $(54,666) | $(63,076) | $(109,007) | | Net loss | $(54,797) | $(73,430) | $(118,251) | $(144,323) | | Net loss attributable to Agenus Inc. common stockholders | $(53,135) | $(69,069) | $(115,074) | $(137,377) | | Basic and diluted net loss per common share | $(2.52) | $(3.93) | $(5.56) | $(8.22) | - Research and development expenses decreased significantly by 38% for the three months and 31% for the six months ended June 30, 2024, compared to the prior year[11] - Non-cash royalty revenue increased for both periods, reaching $22.6 million (3 months) and $50.3 million (6 months) in 2024[11] Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit Total stockholders' deficit significantly increased from December 2023 to June 2024, primarily due to net losses, partially offset by equity sales | Metric (thousands) | December 31, 2023 | June 30, 2024 | | :----------------------------------- | :---------------- | :------------ | | Common stock, par value $0.01 per share (shares) | 19,718,662 | 21,126,226 | | Additional paid-in capital | $1,796,095 | $1,830,114 | | Accumulated deficit | $(1,955,668) | $(2,070,635) | | Total stockholders' deficit | $(148,382) | $(220,839) | - Net loss for the six months ended June 30, 2024, was $(118,251) thousand, contributing to the accumulated deficit[12] - Additional paid-in capital increased by $34.0 million, reflecting proceeds from shares sold at market and share-based compensation[12] Condensed Consolidated Statements of Cash Flows Cash used in operating activities decreased, leading to a net increase in cash, cash equivalents, and restricted cash due to financing activities | Metric (thousands) | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(76,371) | $(118,569) |\n| Net cash provided by (used in) investing activities | $(8) | $(10,972) |\n| Net cash provided by financing activities | $93,913 | $94,513 |\n| Net increase (decrease) in cash, cash equivalents and restricted cash | $17,578 | $(35,469) |\n| Cash, cash equivalents and restricted cash, end of period | $97,357 | $145,874 | - Operating cash outflow decreased by $42.2 million, largely due to adjustments for non-cash royalty revenue and non-cash interest expense, and favorable changes in accounts receivable and prepaid expenses[16] - Financing activities provided $93.9 million, including proceeds from the Ligand Purchase Agreement ($73.9 million) and sale of equity ($19.2 million)[16] Notes to Unaudited Condensed Consolidated Financial Statements Detailed notes explain Agenus's business, liquidity, accounting policies, and specific financial items including debt, royalties, and equity Note A – Business, Liquidity and Basis of Presentation Agenus, a clinical-stage biotech, faces going concern doubt despite cash reserves, relying on future funding for its cancer immunotherapy programs - Agenus is a clinical-stage biotechnology company developing cancer immunotherapies through antibody therapeutics, adoptive cell therapies (MiNK Therapeutics), and vaccine adjuvants (SaponiQx)[19] | Metric | June 30, 2024 (millions) | | :------------------- | :----------------------- | | Cash and cash equivalents | $93.7 | | Accumulated deficit | $2,100 | | Subordinated notes maturing Feb 2025 | $13.0 | - The company has implemented cost-saving measures, including prioritizing its lead asset (botensilimab), postponing other programs, and reducing its workforce by approximately 25% in August 2023. The CEO has elected to receive salary and bonuses in stock[24] Note B – Net Loss Per Share Basic and diluted net loss per share are identical due to net loss, rendering potentially dilutive securities anti-dilutive - Basic and diluted net loss per common share are identical because the company reported a net loss, rendering potentially dilutive securities anti-dilutive[31] | Anti-Dilutive Securities (thousands) | Three and Six Months Ended June 30, 2024 | Three and Six Months Ended June 30, 2023 | | :----------------------------------- | :--------------------------------------- | :--------------------------------------- | | Warrants | 965 | 99 | | Stock options | 3,367 | 2,220 | | Non-vested shares | 38 | 27 | | Series A-1 convertible preferred stock | 17 | 17 | Note C – Investments Cash equivalents and short-term investments primarily consist of institutional money market funds, classified as cash equivalents | Investment Type (thousands) | June 30, 2024 (Fair Value) | December 31, 2023 (Fair Value) | | :-------------------------- | :------------------------- | :----------------------------- | | Institutional money market funds | $92,243 | $70,485 | | Total | $92,243 | $70,485 | - All listed investments are classified as cash equivalents on the condensed consolidated balance sheets[33] Note D – Goodwill and Acquired Intangible Assets Goodwill remained stable, while acquired intangible assets decreased due to amortization of intellectual property and finite-lived assets | Asset (thousands) | June 30, 2024 (Net Carrying Amount) | December 31, 2023 (Net Carrying Amount) | | :-------------------------- | :---------------------------------- | :-------------------------------------- | | Goodwill | $24,748 | $24,723 | | Acquired intangible assets, net | $4,136 | $4,411 | - The weighted average amortization period for finite-lived intangible assets is 9 years[34] - Amortization expense for acquired intangibles is estimated at $0.3 million for the remainder of 2024[34] Note E – Debt Total outstanding debt increased slightly, with a significant portion of 2015 Subordinated Notes classified as current due to near-term maturity | Debt Instrument (thousands) | June 30, 2024 (Current Portion) | December 31, 2023 (Current Portion) | | :-------------------------- | :------------------------------ | :---------------------------------- | | Debentures | $146 | $146 | | 2015 Subordinated Notes | $12,866 | $0 (long-term portion: $12,768) | | Other | $413 | $0 | | Total Current Portion | $13,425 | $146 | - The principal amount of outstanding debt was $13.6 million at June 30, 2024, and $13.1 million at December 31, 2023[36] Note F – Liability Related to the Sale of Future Royalties and Milestones Liability for future royalties and milestones significantly increased due to new Ligand proceeds and non-cash interest, partially offset by royalty revenue | Metric (thousands) | Period from December 31, 2023 to June 30, 2024 | | :------------------------------------------------- | :--------------------------------------------- | | Beginning balance | $257,296 | | Proceeds from sale of future royalties and milestones | $63,879 | | Non-cash royalty revenue | $(50,349) | | Non-cash interest expense recognized | $61,134 | | Ending balance, net | $330,718 | Healthcare Royalty Partners (HCR) Agenus sold GSK royalty rights to HCR for $190 million, recognizing non-cash royalty revenue and interest expense, with an effective annual interest rate of 48.6% - Agenus sold 100% of its worldwide rights to receive royalties from GSK on sales of vaccines containing STIMULON QS-21 adjuvant to HCR for $190.0 million in January 2018[38] | Metric (thousands) | Six Months Ended June 30, 2024 | | :------------------------- | :----------------------------- | | Non-cash royalty revenue | $50,300 | | Non-cash interest expense | $59,600 | | Effective annual interest rate | 48.6% | Ligand Pharmaceuticals Agenus received $75 million from Ligand for future milestones and royalties, recognizing $63.9 million as a liability and $1.6 million in non-cash interest expense - Agenus sold portions of future milestone payments, royalties from Covered License Agreements, and a synthetic royalty on botensilimab and balstilimab to Ligand for $75.0 million gross proceeds in May 2024[41][43] | Component (thousands) | Allocation of Gross Proceeds | | :-------------------------- | :--------------------------- | | Liability related to sale of future royalties and milestones | $63,879 | | Ligand Warrant | $7,098 | | Purchaser Upsize Option | $4,023 | | Total | $75,000 | - Non-cash interest expense of $1.6 million was recorded related to the Ligand Purchase Agreement for the three and six months ended June 30, 2024, with an estimated effective annual interest rate of 27.9%[48][50] Note G – Accrued and Other Current Liabilities Accrued liabilities decreased due to reduced payroll and professional fees, while other current liabilities increased, driven by 'Other' liabilities | Accrued Liabilities (thousands) | June 30, 2024 | December 31, 2023 | | :------------------------------ | :------------ | :---------------- | | Payroll | $12,685 | $14,512 | | Professional fees | $5,818 | $7,101 | | Research services | $8,037 | $10,807 | | Total Accrued Liabilities | $41,208 | $45,283 | | Other Current Liabilities (thousands) | June 30, 2024 | December 31, 2023 | | :------------------------------------ | :------------ | :---------------- | | Finance lease liabilities | $9,367 | $10,457 | | Other | $6,969 | $3,458 | | Total Other Current Liabilities | $16,336 | $13,915 | Note H – Fair Value Measurements Assets and liabilities are measured at fair value across Level 1, 2, and 3, with cash equivalents as Level 1 and Ligand option as Level 3 | Asset/Liability (thousands) | June 30, 2024 (Fair Value) | Level 1 | Level 2 | Level 3 | | :---------------------------------- | :------------------------- | :------ | :------ | :------ | | Cash equivalents | $92,243 | $92,243 | $— | $— | | Long-term investments | $1,493 | $1,493 | $— | $— | | Ligand purchaser upsize option | $4,023 | $— | $— | $4,023 | | Contingent purchase price considerations | $318 | $— | $— | $318 | - The Ligand purchaser upsize option is a Level 3 liability, valued based on scenario analysis and market participant assumptions[53][54] - Contingent purchase price considerations are Level 3 liabilities, valued using Monte Carlo simulations of share price and other factors[55] Note I – Revenue from Contracts with Customers Total revenues increased due to higher non-cash royalty revenue, despite a significant decrease in research and development revenue | Revenue Type (thousands) | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :----------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Research and development | $267 | $2,489 | $267 | $5,101 | | Service revenue | $660 | $739 | $898 | $1,923 | | Non-cash royalty revenue | $22,582 | $22,068 | $50,349 | $41,174 | | Total revenues | $23,509 | $25,296 | $51,514 | $48,198 | - Non-cash royalty revenue increased due to higher net sales of GSK's vaccines containing STIMULON QS-21 adjuvant, including AREXVY[125][131] - No revenue was recognized from the Gilead Collaboration Agreement for the three and six months ended June 30, 2024, compared to $2.0 million and $4.4 million, respectively, in 2023[58][124][130] Note J – Share-based Compensation Plans Stockholders approved more shares for the 2019 EIP, with total share-based compensation expense increasing to $13.5 million - Stockholders approved an amendment to the 2019 EIP, increasing available shares by 3.0 million[64] | Stock Option Activity (six months ended June 30, 2024) | Number of Options | Weighted Average Exercise Price | | :----------------------------------------------------- | :---------------- | :------------------------------ | | Outstanding at December 31, 2023 | 2,141,360 | $65.00 | | Granted | 1,344,896 | $12.87 | | Outstanding at June 30, 2024 | 3,367,291 | $44.17 | | Share-based Compensation Expense (thousands) | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2024 | | :------------------------------------------- | :------------------------------- | :----------------------------- | | Research and development | $4,722 | $6,036 | | General and administrative | $4,568 | $7,450 | | Total | $9,290 | $13,486 | Note K – Restricted Cash Non-current restricted cash of $3.6 million is held for facility lease letters of credit, included in other long-term assets | Metric (thousands) | June 30, 2024 | December 31, 2023 | | :----------------- | :------------ | :---------------- | | Restricted cash | $3,634 | $3,669 | - Restricted cash is primarily comprised of deposits under letters of credit required under facility leases[72] Note L – Equity Agenus completed a 1-for-20 reverse stock split, issued a warrant to Ligand, and raised $19.2 million from at-the-market offerings - A 1-for-20 reverse stock split became effective on April 12, 2024, retroactively adjusting all common share and per share data[29][76][77] - Net proceeds of approximately $19.2 million were received from the sale of 1.4 million common shares in at-the-market offerings during the six months ended June 30, 2024[75] - A warrant to purchase 867,052 shares of common stock at an exercise price of $17.30 per share was issued to Ligand Pharmaceuticals on May 6, 2024[44][77] Note M – Non-controlling Interest Non-controlling interest increased to $20.5 million, driven by subsidiary share sales and share-based compensation, partially offset by net loss | Metric (thousands) | June 30, 2024 | December 31, 2023 | | :----------------------------------- | :------------ | :---------------- | | Beginning balance | $11,949 | $6,376 | | Net loss attributable to non-controlling interest | $(3,284) | $(11,676) | | Sale of subsidiary shares in private placement | $10,234 | $0 | | Subsidiary share-based compensation | $1,560 | $3,825 | | Ending balance | $20,472 | $11,949 | - MiNK Therapeutics, Inc. and SaponiQx, Inc. represent 45% and 30% non-controlling interests, respectively, as of June 30, 2024[79] Sale of subsidiary shares in private placement MiNK Therapeutics, a subsidiary, sold 4.64 million common shares in a private placement, generating approximately $5.8 million net proceeds - MiNK Therapeutics sold 4,640,000 shares of its Common Stock at $1.25 per share in a private placement, generating approximately $5.8 million net proceeds[81] Distribution of subsidiary shares to Agenus stockholders Agenus distributed 5.0 million MiNK common shares as a stock dividend to its shareholders on May 1, 2023 - Agenus distributed 5.0 million shares of MiNK common stock as a stock dividend on May 1, 2023, at a ratio of 0.292 MiNK shares per Agenus common share[82][83] Purchase of subsidiary shares Agenus purchased 446,494 MiNK common shares through open market transactions during 2023 - Agenus purchased 446,494 shares of MiNK common stock in open market transactions during the year ended December 31, 2023[84] Note N – Related Party Transactions No related party transaction expenses were incurred in Q2 2024, contrasting with $450,000 for clinical consulting in the prior year - No expenses were incurred in related party transactions for the three and six months ended June 30, 2024[86] - For the three and six months ended June 30, 2023, $222,000 and $450,000, respectively, were incurred for clinical consulting services from Avillion Life Sciences LTD, a company led by a former Agenus Board member[86] Note O – Recent Accounting Pronouncements New FASB ASUs on Segment Reporting and Income Taxes will require incremental disclosures, with Agenus currently evaluating their impact - ASU 2023-07 (Segment Reporting) requires incremental annual and quarterly disclosures about segment profit/loss and expenditures, and all segment disclosures for single reportable segments, effective for fiscal years beginning after December 15, 2024[87] - ASU 2023-09 (Income Taxes) requires incremental annual disclosures for income tax rate reconciliations and taxes paid, effective for fiscal years beginning after December 15, 2024[88] Note P – Subsequent Events Agenus sold $6.2 million in common stock and received termination notices for key collaboration agreements with BMS and Gilead - From July 1, 2024, to August 5, 2024, Agenus sold approximately 405,000 shares of common stock, generating $6.2 million in net proceeds[90] - BMS notified Agenus on July 30, 2024, of its voluntary termination of the AGEN1777 license agreement, effective January 26, 2025, with rights reverting to Agenus[92][93] - Gilead elected not to exercise its option to license AGEN2373 on August 5, 2024, formally terminating the agreement[98] - Incyte announced on July 30, 2024, that it would discontinue further development of LAG-3 and TIM-3 monoclonal antibodies[96] ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial condition and results for Q2 2024, covering revenue, expenses, R&D programs, liquidity, and going concern Overview Agenus, a clinical-stage biotech, focuses on cancer immunotherapies with botensilimab as its lead program, despite recent collaboration terminations - Agenus is a clinical-stage biotechnology company developing cancer immunotherapies, with integrated capabilities from target discovery to manufacturing[103][104] - The lead program, botensilimab, in combination with balstilimab, received Fast Track designation from the FDA for metastatic colorectal cancer and is progressing towards a Phase 3 study[106] - Recent terminations include BMS License Agreement for AGEN1777 (effective Jan 2025), Gilead's option for AGEN2373 (Aug 2024), and Incyte's discontinuation of LAG-3 and TIM-3 monoclonal antibodies[108][109][111][115][116] Historical Results of Operations Details financial performance for Q2 2024 vs. 2023, showing decreased R&D/G&A expenses, increased non-cash royalty revenue, and higher interest expense Three months ended June 30, 2024 compared to the three months ended June 30, 2023 Q2 2024 saw decreased R&D revenue, increased non-cash royalty revenue, reduced operating expenses, higher non-operating income, and sharply rising interest expense | Metric (thousands) | Q2 2024 | Q2 2023 | Change ($) | Change (%) | | :------------------------- | :------ | :------ | :--------- | :--------- | | Research and development revenue | $267 | $2,489 | $(2,222) | -89.3% | | Non-cash royalty revenue | $22,582 | $22,068 | $514 | 2.3% | | Research and development expense | $36,771 | $59,285 | $(22,514) | -38.0% | | General and administrative expense | $16,816 | $20,415 | $(3,599) | -17.6% | | Non-operating income (expense) | $7,141 | $(244) | $7,385 | >100% | | Interest expense, net | $31,745 | $18,520 | $13,225 | 71.4% | - R&D expense decrease was primarily due to a $14.3 million reduction in third-party services, a $3.8 million decrease in personnel, and a $6.1 million decrease in subsidiary activities[126] - Non-operating income benefited from a $5.5 million gain on early termination of two operating leases and UK R&D tax credits[128] Six months ended June 30, 2024 compared to the six months ended June 30, 2023 H1 2024 saw significant R&D revenue decline, increased non-cash royalty revenue, decreased R&D/G&A expenses, and doubled interest expense | Metric (thousands) | H1 2024 | H1 2023 | Change ($) | Change (%) | | :------------------------- | :------ | :------ | :--------- | :--------- | | Research and development revenue | $267 | $5,101 | $(4,834) | -94.8% | | Non-cash royalty revenue | $50,349 | $41,174 | $9,175 | 22.3% | | Research and development expense | $80,696 | $116,402 | $(35,706) | -30.7% | | General and administrative expense | $33,672 | $38,653 | $(4,981) | -12.9% | | Non-operating income (expense) | $6,036 | $(204) | $6,240 | >100% | | Interest expense, net | $61,211 | $35,112 | $26,099 | 74.3% | - R&D expense decrease was primarily due to a $21.7 million reduction in third-party services, a $5.9 million decrease in personnel, and a $10.5 million decrease in subsidiary activities[132] - Non-operating income increased due to a $5.5 million gain on early lease terminations and UK R&D tax credits[134] Research and Development Programs R&D expenses decreased to $80.7 million due to reduced antibody program costs, with substantial future expenditures anticipated for clinical trials | Program (thousands) | Six Months Ended June 30, 2024 | Year Ended December 31, 2023 | | :-------------------------- | :----------------------------- | :--------------------------- | | Antibody programs | $54,807 | $178,445 | | Vaccine adjuvant | $1,373 | $10,296 | | Cell therapies | $4,638 | $16,283 | | Other research and development programs | $19,878 | $29,545 | | Total research and development expenses | $80,696 | $234,569 | - The total cost of any particular clinical trial is dependent on factors such as trial design, length, number of sites, number of patients, and sponsorship[138] - The company cannot reliably estimate the cost or timing of completing R&D programs or bringing products to market due to the lengthy, expensive, and uncertain regulatory approval process[138] Liquidity and Capital Resources Cash and cash equivalents increased to $93.7 million, but Agenus faces going concern doubt due to accumulated deficit and reliance on future funding | Metric | June 30, 2024 (millions) | December 31, 2023 (millions) | | :------------------------ | :----------------------- | :--------------------------- | | Cash and cash equivalents | $93.7 | $76.1 | | Accumulated deficit | $2,100 | $1,955.7 | | Debt outstanding | $13.6 | $13.1 | - Net cash used in operating activities decreased to $76.4 million for the six months ended June 30, 2024, from $118.6 million in 2023[147] - The company relies on corporate partnerships, advance royalty sales, and equity issuances for funding and is actively pursuing additional funding through out-licensing, partnering, asset sales, and further royalty monetization[143][144] ITEM 3. Quantitative and Qualitative Disclosures About Market Risk Primary market risk is foreign currency exchange rate exposure in GBP and EUR, with interest rate risk on cash equivalents mitigated by short-term investments - Primary market risk exposure is foreign currency exchange rate risk, concentrated in the British Pound and Euro[148] - The company does not currently employ specific strategies like derivative instruments or hedging to manage foreign currency exposures[148] - Cash and cash equivalents of $93.7 million are exposed to interest rate changes, but due to the short-term nature of money market fund investments, carrying value approximates fair value[149] ITEM 4. Controls and Procedures Disclosure controls and procedures were effective as of June 30, 2024, with no material changes in internal control over financial reporting - Disclosure controls and procedures were effective as of June 30, 2024, ensuring timely and accurate reporting of information[152][153] - No material changes in internal control over financial reporting occurred during the three months ended June 30, 2024[154] PART II - OTHER INFORMATION This section covers legal proceedings, updated risk factors, other information including trading plans and agreement terminations, and a list of exhibits and signatures ITEM 1. Legal Proceedings Agenus is not a party to any material legal proceedings, but ordinary course claims could still have adverse effects - Agenus is not currently a party to any material legal proceedings[157] - Litigation, even if not material, can adversely affect the company due to defense/settlement costs and diversion of management resources[157] ITEM 1A. Risk Factors Updated risk factors highlight high dependence on clinical-stage programs like botensilimab and the adverse impact of recent collaboration terminations - The business is highly dependent on the success of clinical-stage programs, particularly botensilimab and related combination therapies, which require significant additional clinical development and regulatory approval[159][160] - Positive clinical results to date may not be predictive of final trial results or sufficient for regulatory approval, and the FDA has expressed concerns regarding accelerated approval for botensilimab[161][162] - The termination of collaboration agreements with BMS (AGEN1777) and Gilead (AGEN2373) will delay or terminate clinical development, manufacturing, regulatory approval, and commercialization efforts for these assets, eliminating future milestone payments or royalties from these partners[164] ITEM 5. Other Information No directors or officers adopted or terminated trading plans, and the Gilead Option and License Agreement for AGEN2373 was terminated Trading Plans of Our Directors and Officers No directors or executive officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements in Q2 2024 - No directors or executive officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended June 30, 2024[165] Gilead Option and License Agreement Termination Gilead terminated its option to license AGEN2373 on August 5, 2024, following previous terminations for AGEN1423 and AGEN1223 - Gilead elected not to exercise the option to license AGEN2373 on August 5, 2024, formally terminating the agreement[167] - This termination follows Gilead's previous decisions to return AGEN1423 (November 2020) and terminate the option for AGEN1223 (October 2021)[166] ITEM 6. Exhibits Lists all exhibits filed with Form 10-Q, including corporate amendments, the Ligand agreement, and executive officer certifications - Includes Certificate of Eighth Amendment to the Amended and Restated Certificate of Incorporation of Agenus Inc. filed on April 5, 2024[170] - Lists the Purchase and Sale Agreement with Ligand Pharmaceuticals Incorporated, dated May 6, 2024[170] - Contains certifications from the Principal Executive Officer and Principal Financial Officer pursuant to the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002[170] Signatures The report is signed by Christine M. Klaskin, VP, Finance, Principal Financial Officer, and Principal Accounting Officer, on August 8, 2024 - The report was signed by Christine M. Klaskin, VP, Finance, Principal Financial Officer, and Principal Accounting Officer, on August 8, 2024[175][176]