The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the accompanying unaudited
consolidated financial statements and related notes in Item 1 and with the
audited consolidated financial statements and the related notes included in our
Annual Report on Form 10-K for the year ended December 31, 2020 (the "Annual
Report").

Overview

Ultragenyx Pharmaceutical Inc. (we or the Company) is a biopharmaceutical
company focused on the identification, acquisition, development, and
commercialization of novel products for the treatment of serious rare and
ultra-rare genetic diseases. We target diseases for which the unmet medical need
is high, the biology for treatment is clear, and for which there are typically
no approved therapies treating the underlying disease. Our strategy, which is
predicated upon time- and cost-efficient drug development, allows us to pursue
multiple programs in parallel with the goal of delivering safe and effective
therapies to patients with the utmost urgency.

Impact of COVID-19 Pandemic



Our business operations have been and continue to be affected by the COVID-19
pandemic. In addition to some impact on our preclinical manufacturing activities
and certain regulatory interactions, we have experienced interruptions to our
clinical trial activities, primarily due to delays or disruptions to patient
enrollment and dosing as a result of shelter-in-place orders or quarantines, and
certain data from our gene therapy product candidates was delayed as a result of
the COVID-19 pandemic. The continuing outbreak has caused delays in delivery of
ancillary clinical trial materials as certain of our third-party manufacturers
or suppliers have prioritized and allocated more resources and capacity to
supply drug product or raw materials to other companies engaged in the study or
manufacture of treatments or vaccinations for COVID-19. Social distancing
measures and travel limitations in response to the pandemic have also made it
difficult for us to identify new patients for our commercialized products, which
may result in loss of revenue. We have also restricted access to our facilities
to personnel and third parties who perform critical activities that must be
performed on-site and as a result, most of our personnel currently work
remotely. Such remote working policies may negatively impact productivity and
disrupt our business operations.

As the COVID-19 global pandemic continues, we may experience lower revenue and
increased expenses as a result of disruptions to our clinical trial,
commercialization and regulatory activities, in addition to delays or shortages
of drug product and raw materials. The magnitude and extent to which the
pandemic may impact our business operations and operating results will continue
to remain highly dependent on future developments, which are very uncertain and
cannot be predicted with confidence. As a result, we cannot reliably estimate
the extent to which the COVID-19 pandemic will impact our financial statements
in 2021 and beyond. See Item 1A: "Risk Factors" for additional details.

Approved Therapies and Clinical Product Candidates



Our current approved therapies and clinical-stage pipeline consist of four
product categories: biologics, small molecules, gene therapy, and nucleic acid
product candidates. See section entitled "Recent Program Updates" below for a
description of recent updates to certain of our approved therapies and
clinical-stage pipeline products.

Our biologic products include approved therapies Crysvita® (burosumab), Mepsevii® (vestronidase alfa) and UX143 in clinical development:

• Crysvita is an antibody administered via subcutaneous injection that targets

fibroblast growth factor 23, or FGF23, developed for the treatment of XLH, a

rare, hereditary, progressive and lifelong musculoskeletal disorder

characterized by renal phosphate wasting caused by excess FGF23 production.

There are approximately 48,000 patients with XLH in the developed world,

including approximately 36,000 adults and 12,000 children. Crysvita is the

only approved treatment that addresses the underlying cause of XLH. Crysvita

is approved in the United States and Canada for the treatment of XLH in

adult and pediatric patients six months of age and older. In the European

Union, or the EU, and the United Kingdom, Crysvita is approved for the

treatment of XLH with radiographic evidence of bone disease in children one

year of age and older, adolescents, and adults. In Brazil, Colombia, and

Mexico, Crysvita is approved for treatment of XLH in adult and pediatric

patients one year of age and older. We have submitted regulatory filings in

various other Latin American countries.




Crysvita is also approved in the United States for the treatment of
FGF23-related hypophosphatemia in tumor-induced osteomalacia, or TIO, associated
with phosphaturic mesenchymal tumors that cannot be curatively resected or
localized in adults and pediatric patients 2 years of age and older. TIO can
lead to severe hypophosphatemia, osteomalacia, fractures, fatigue, bone and
muscle pain, and muscle weakness.

We are collaborating with Kyowa Kirin Co., Ltd., or KKC (formerly Kyowa Hakko
Kirin Co., Ltd., or KHK), and Kyowa Kirin, a wholly owned subsidiary of KKC, on
the development and commercialization of Crysvita globally.

• Mepsevii is an intravenous, or IV, enzyme replacement therapy, developed for

the treatment of Mucopolysaccharidosis VII, also known as MPS VII or Sly

syndrome, a rare lysosomal storage disease that often leads to multi-organ

dysfunction, pervasive skeletal disease, and death. MPS VII is one of the

rarest MPS disorders, affecting an estimated 200 patients in the developed


      world. Mepsevii is approved in the United States for the treatment of
      children and adults with MPS VII. In the EU


                                       21

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and the United Kingdom, Mepsevii is approved under exceptional circumstances

for the treatment of non-neurological manifestations of MPS VII for patients

of all ages. In Brazil and Mexico, Mepsevii is approved for the treatment of

MPS VII for patients of all ages.

• UX143 (setrusumab), which is subject to our collaboration agreement with

Mereo and the lead clinical asset in our bone endocrinology franchise, is a


      fully human monoclonal antibody that inhibits sclerostin, a protein that
      acts on a key bone-signaling pathway and inhibits the activity of
      bone-forming cells. Setrusumab is being studied for the treatment of
      osteogenesis imperfecta (OI) and has received orphan drug designation from
      the FDA and European Medicines Agency (EMA), rare pediatric disease

designation from the FDA, and was accepted into the EMA's Priority Medicines

program (PRIME). There are an estimated 60,000 patients in the developed

world affected by OI. Initiation of a pediatric Phase 2/3 study is expected

in the second half of 2021 and a separate study is currently being planned

for adults with OI.

Our small molecule products include the approved therapy Dojolvi® (triheptanoin):

• Dojolvi is a highly purified, synthetic, 7-carbon fatty acid triglyceride

specifically designed to provide medium-chain, odd-carbon fatty acids as an

energy source and metabolite replacement for people with long-chain fatty

acid oxidation disorders, or LC-FAOD, which is a set of rare metabolic

diseases that prevents the conversion of fat into energy and can cause low

blood sugar, muscle rupture, and heart and liver disease. Dojolvi is

approved and commercially available in the United States and Canada as a

source of calories and fatty acids for the treatment of pediatric and adult

patients with molecularly confirmed LC-FAOD. We have submitted Dojolvi to


      the Brazilian Health Regulatory Agency (ANVISA) seeking marketing
      authorization. There are approximately 8,000 to 14,000 patients in the
      developed world with LC-FAOD.

Our clinical-stage gene therapy pipeline includes DTX401, DTX301, DTX201 and UX701:

• DTX401 is an adeno-associated virus 8, or AAV8, gene therapy clinical

candidate for the treatment of patients with glycogen storage disease type

Ia, or GSDIa, a disease that arises from a defect in G6Pase, an essential

enzyme in glycogen and glucose metabolism. GSDIa is the most common

genetically inherited glycogen storage disease, with an estimated 6,000

patients in the developed world affected by GSDIa. A Pediatric Investigation

Plan, or PIP, was accepted by EMA. DTX401 has been granted Orphan Drug

Designation in both the United States and in the EU, Regenerative Medicine

Advanced Therapy (RMAT) designation and Fast Track designation in the United

States.

• DTX301 is an AAV8 gene therapy product candidate designed for the treatment

of patients with ornithine transcarbamylase, or OTC, deficiency. OTC is part

of the urea cycle, an enzymatic pathway in the liver that converts excess

nitrogen, in the form of ammonia, to urea for excretion. OTC deficiency is

the most common urea cycle disorder, and there are approximately 10,000

patients in the developed world with OTC deficiency, of which we estimate

approximately 80% are classified as late-onset, our target population.

DTX301 has received Orphan Drug Designation in both the United States and in

the EU and Fast Track Designation in the United States.

• DTX201 is a Factor VIII gene therapy program for the treatment of hemophilia

A that is being developed in collaboration with Bayer Healthcare LLC, or

Bayer. Hemophilia A is the most common form of hemophilia with approximately

144,000 patients in the developed world. The first three cohorts with two

patients each have been dosed using material from our proprietary HeLa

manufacturing platform. Enrollment of additional dose cohorts in the Phase

1/2 study is currently ongoing.

• UX701 is an AAV type 9 gene therapy product candidate designed to deliver

stable expression of a truncated version of the ATP7B copper transporter

following a single intravenous infusion to patients with Wilson disease.

Wilson disease affects more than 50,000 individuals in the developed world.

UX701 was granted Orphan Drug Designation in the United States and EU.

Our clinical-stage nucleic acid pipeline includes GTX-102 for the treatment of Angelman syndrome, and UX053 for the treatment of GSDIII:

• GTX-102 is an antisense oligonucleotide, or ASO, that is being developed for

the treatment of Angelman syndrome, a debilitating and rare neurogenetic

disorder caused by loss-of-function of the maternally inherited allele of

the UBE3A gene. There are an estimated 60,000 patients in the developed

world affected by Angelman syndrome. GTX-102 was granted Fast Track

designation, Orphan Drug Designation and Rare Pediatric Disease Designation


      from the FDA. GTX-102 is being developed in collaboration with GeneTx
      Biotherapeutics LLC (GeneTx) in an ongoing Phase 1/2 clinical study. The
      study is currently on hold in the U.S. while discussions are ongoing with
      the FDA. The study is expected to begin enrollment later this year.

• UX053 is an mRNA product candidate designed for the treatment of patients

with GSDIII, a disease caused by a glycogen debranching enzyme (AGL)

deficiency that results in glycogen accumulation in the liver and muscle.

GSDIII affects more than 10,000 patients in the developed world. UX053 was


      granted Orphan Drug Designation in the United States and EU.


                                       22

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The following table summarizes our approved products and clinical product
candidate pipeline:

                               [[Image Removed]]

[[Image Removed]]

Recent Program Updates

Crysvita for the treatment of X-Linked Hypophosphatemia (XLH)



In July 2021, our collaboration partner KKC, announced that the European
Commission (EC) approved Crysvita for self-administration as a treatment option
when recommended by the treating physician, for pediatric and adult patients
with XLH.

In July 2021, Crysvita was approved by Colombia's Instituto Nacional de Vigilancia de Medicamentos y Alimentos, or INVIMA, for treatment of XLH in adult and pediatric patients one year of age and older.


                                       23

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GTX-102 for the treatment of Angelman Syndrome, partnered with GeneTx



In the second quarter of 2021, we announced that Health Canada (HC) cleared a
protocol amendment and that the U.K. Medicines and Healthcare Products
Regulatory Agency (MHRA) approved a Clinical Trial Application (CTA) to begin
treating patients in Canada and the U.K. with Angelman syndrome.

Following a productive meeting with the FDA, we submitted an amended protocol. We have received feedback on the amended protocol and will make additional revisions in order to resume the study in the U.S.

Clinical data from newly treated patients in the U.K. and Canada are currently expected to be presented before the end of 2021.

DTX401 for the treatment of GSDIa



At the American Society of Gene & Cell Therapy (ASGCT) Annual Meeting in May
2021 we presented additional long-term clinical data demonstrating a durable
response lasting more than 2.5 years following treatment with DTX401 in patients
with GSDIa. We are currently in the process of initiating a Phase 3 study with a
48-week primary efficacy analysis period and plan to enroll approximately 50
patients 8 years of age and older, randomized 1:1 to DTX401 (1.0 x 10^13 GC/kg
dose) or placebo. The coprimary endpoints are the reduction in oral glucose
replacement with cornstarch while maintaining and improved glucose control
assessed by continuous glucose monitoring. The first patient in the Phase 3
study is currently expected to be dosed in the second half of 2021.

DTX301 for the treatment of OTC deficiency



At the ASGCT Annual Meeting in May 20201 we presented additional long-term
clinical data showing durable metabolic control and sustained responses lasting
more than three years following treatment with DTX301 in patients with OTC
deficiency. We are currently in the process of initiating a Phase 3 study that
will include a 64-week primary efficacy analysis period and plan to enroll
approximately 50 patients 12 years of age and older, randomized 1:1 to DTX301
(1.7 x 10^13 GC/kg dose) or placebo. The co-primary endpoints are the percentage
of patients who achieve a response as measured by discontinuation or reduction
in baseline disease management and the 24-hour plasma ammonia levels. The first
patient in the Phase 3 study is currently expected to be dosed in the second
half of 2021.

UX701 for the treatment of Wilson Disease



We are currently in the process of initiating a seamless, single-protocol Phase
1/2/3 study. The first part of the study is expected to enroll approximately 27
patients (nine per cohort), randomized 2:1 to DTX701, manufactured using the
company's proprietary HeLa 2.0 producer cell line (PCL) process at the 2,000
liter scale, or placebo. The dose cohorts will be enrolled sequentially using
ascending doses. The patients will be followed for 52 weeks before transitioning
to long-term follow-up and selecting a pivotal dose. The dose will be determined
based on the safety profile, changes in biomarkers of copper metabolism, and the
reduction in the use of the current standard of care. The first patient in the
Phase 1/2/3 study is expected to be dosed in the second half of 2021.

UX053 for the treatment of GSDIII



In June 2021, UX053 was granted Orphan Drug Designation (ODD) in the U.S. by the
FDA and in July 2021, ODD was granted by the European Commission (EC).
Enrollment in a Phase 1/2 study is currently expected to begin in the second
half of 2021.

Financial Operations Overview

We are a biopharmaceutical company with a limited operating history. To date, we
have invested substantially all of our efforts and financial resources in
identifying, acquiring, and developing our products and product candidates,
including conducting clinical studies and providing selling, general and
administrative support for these operations. To date, we have funded our
operations primarily from the sale of our equity securities, the sale of certain
future royalties, and strategic collaboration arrangements.

We have incurred net losses in each year since inception. Our net loss was
$122.4 million and $258.6 million for the three and six months ended June 30,
2021, respectively. Our net income was $25.3 million for the three months ended
June 30, 2020 and our net loss was $93.7 million for the six months ended June
30, 2020. Net loss for the three and six months ended June 30, 2021 included
losses of $31.0 million and $51.7 million resulting from changes in fair value
of our investments in Arcturus Therapeutics Holdings Inc. (Arcturus) and Solid
Biosciences Inc. (Solid) equity securities. Net income (loss) for the three and
six months ended June 30, 2020 included gains of $95.2 million and $102.9
million, respectively, resulting from changes in the fair value of our
investment in Arcturus. Other than changes in the fair value of our investments,
substantially all of our net losses have resulted from costs incurred in
connection with our research and development programs and from selling, general
and administrative costs associated with our operations.

                                       24

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For the three months ended June 30, 2021, our total revenues increased to $87.0
million, compared to $61.7 million for the same period in 2020 and for the six
months ended June 30, 2021, increased to $186.4 million, compared to $98.0
million for the same period in 2020. Revenue for the three months ended June 30,
2021 and 2020 included $22.0 million and $18.9 million, respectively, and for
the six months ended June 30, 2021 and 2020 included $64.7 million and $18.9
million, respectively, in revenue from our collaboration and license agreement
with Daiichi Sankyo Co., Ltd. (Daiichi Sankyo) which we executed in March 2020.
The remainder of the increase was driven by higher revenue from Crysvita
collaboration revenue in the profit-share territory, an increase in revenue for
our approved products and an increase in collaboration royalty revenue.

As of June 30, 2021, we had $973.8 million in available cash, cash equivalents, and marketable debt securities.

Critical Accounting Policies and Significant Judgments and Estimates



Our management's discussion and analysis of our financial condition and results
of operations is based on our consolidated financial statements, which have been
prepared in accordance with U.S. generally accepted accounting principles, or
GAAP. The preparation of these consolidated 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. There have been no material changes in our critical
accounting policies during the six months ended June 30, 2021, as compared to
those disclosed in "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Critical Accounting Policies and Significant
Judgments and Estimates" in our Annual Report.

Results of Operations

Comparison of the three and six months ended June 30, 2021 to the three and six months ended June 30, 2020:

Revenue (dollars in thousands)





                                      Three Months Ended June 30,          Dollar          %
                                       2021                 2020           Change       Change
Collaboration and license
revenue:
Crysvita collaboration revenue in
profit-share
  territory                       $       41,756       $       29,806     $ 11,950            40 %
Crysvita royalty revenue in                  228
European territory                                              1,498       (1,270 )         -85 %
Daiichi Sankyo                            21,956               18,857        3,099            16 %
Total collaboration and license
revenue                                   63,940               50,161       13,779            27 %
Product sales:
Crysvita                                   2,900                2,549          351            14 %
Mepsevii                                   5,399                4,185        1,214            29 %
Dojolvi                                   10,047                1,332        8,715           654 %
Total product sales                       18,346                8,066       10,280           127 %
Crysvita non-cash collaboration
royalty revenue                            4,689                3,482        1,207            35 %
Total revenues                    $       86,975       $       61,709     $ 25,266            41 %




                                       Six Months Ended June 30,           Dollar          %
                                       2021                 2020           Change       Change
Collaboration and license
revenue:
Crysvita collaboration revenue in
profit-share
  territory                       $       78,016       $       57,021     $ 20,995            37 %
Crysvita royalty revenue in                  228
European territory                                              1,498       (1,270 )         -85 %
Daiichi Sankyo                            64,706               18,857       45,849           243 %
Total collaboration and license
revenue                                  142,950               77,376       65,574            85 %
Product sales:
Crysvita                                   8,772                4,159        4,613           111 %
Mepsevii                                   9,006                7,610        1,396            18 %
Dojolvi                                   17,081                2,776       14,305           515 %
Total product sales                       34,859               14,545       20,314           140 %
Crysvita non-cash collaboration            8,561                6,097
royalty revenue                                                              2,464            40 %
Total revenues                    $      186,370       $       98,018     $ 88,352            90 %


                                       25

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For the three and six months ended June 30, 2021, the Company's share of Crysvita collaboration revenue in the profit-share territory increased by $12.0 million and $21.0 million, respectively, as compared to the same periods in 2020. The increase primarily reflects the continuing increase in demand for Crysvita due to an increase in the number of patients on therapy.

Beginning in 2020, we have recorded the royalty revenue as non-cash royalty revenues. During the three months ended June 30, 2021 and 2020, there were changes in the estimates on the revenue reserves, related to sales made prior to January 1, 2020 and as a result, we recorded $0.2 million and $1.5 million, respectively, as royalty revenue in European territory.



In March 2020, we executed a license agreement with Daiichi Sankyo, pursuant to
which we granted Daiichi Sankyo a non-exclusive license to intellectual
property, including know-how and patent applications, with respect to our HeLa
PCL and HEK293 transient transfection manufacturing technology platforms for
AAV-based gene therapy products. We will also provide certain technical
assistance and technology transfer services during the technology transfer
period of three years to enable Daiichi Sankyo to use the technologies for its
internal gene therapy programs. For the three and six months ended June 30,
2021, the collaboration and license revenue from this arrangement, which is
recognized based on the progress toward complete satisfaction of the individual
performance obligation using an input measure, increased by $3.1 million and
$45.8 million, respectively, as compared to the same periods in 2020. We expect
to recognize the remaining revenue allocated to the intellectual property and
the transfer services as revenue by the end of 2021.

The increases in product sales of $10.3 million and $20.3 million for the three
and six months ended June 30, 2021, respectively, compared to the same periods
in 2020 were primarily due to the commercial launch of Dojolvi in the United
States in the third quarter of 2020, continuing increase in demand for Crysvita
and Mepsevii, and an increase in sales of Dojolvi under our named patient
program in certain countries.

The increases in Crysvita non-cash collaboration royalty revenue of $1.2 million
and $2.5 million for the three and six months ended June 30, 2021, respectively,
compared to the same periods in 2020 primarily reflects the launch progress by
our collaboration partner in European countries and an increase in the number of
patients on therapy.

Cost of Sales (dollars in thousands)





                 Three Months Ended June 30,        Dollar         %
                  2021                2020          Change      Change
Cost of sales $       3,136       $       1,803     $ 1,333          74 %




                 Six Months Ended June 30,          Dollar         %
                  2021               2020           Change      Change
Cost of sales $      8,324       $      (1,700 )   $ 10,024        -590 %


Cost of sales increased by $1.3 million and $10.0 million for the three and six
months ended June 30, 2021 compared to the same periods in 2020. The increase in
cost of sales for the three months ended June 30, 2021 compared to the same
period in 2020 was due to an increase in demand for our approved products
including Dojolvi, which launched in the third quarter of 2020. The increase in
cost of sales for the six months ended June 30, 2021 compared to the same period
in 2020 was due to an increase in demand for our approved products including
Dojolvi, which launched in the third quarter of 2020 and a credit for the
manufacturing of future inventory batches of $4.6 million due to certain
inventory batches that did not meet specified quality standards which we
recorded during the six months ended June 30, 2020. The increase was offset by
additional reserves of $1.7 million for excess inventory write-downs recorded
during the six months ended June 30, 2021.

Prior to the approval of our products, manufacturing and related costs were
expensed; accordingly, these costs were not capitalized and as a result are not
fully reflected in the costs of sales during the three and six months ended June
30, 2021 and 2020. If manufacturing and related costs were capitalized prior to
the approval period and the $1.7 million in write downs for the six months ended
June 30, 2021 and the credit of $4.6 million for the six months ended June 30,
2020 as noted above were excluded, we estimate that cost of sales for the three
and six months ended June 30, 2021 would have been approximately $3.2 million
and $7.0 million, respectively, and for the three and six months ended June 30,
2020 would have been approximately $1.9 million and $3.1 million, respectively,
for our commercial product sales. We expect our gross margin percentage to
decrease as we produce approved products that reflect the full costs of
manufacturing and as we deplete inventories that we had expensed prior to
receiving approval.

Research and Development Expenses (dollars in thousands)



Research and development expenses include internal and external costs incurred
for research and development of our programs and program candidates and expenses
related to certain technology that we acquire or license through business
development transactions. These expenses consist primarily of clinical studies
performed by contract research organizations, manufacturing of drug substance
and drug product performed by contract manufacturing organizations, materials
and supplies, fees from collaborative and other arrangements including
milestones, licenses and other fees, personnel costs including salaries,
benefits and stock-based compensation, and overhead allocations consisting of
various support and infrastructure costs.

Commercial programs include costs for disease monitoring programs and certain
regulatory and medical affairs support activities for programs after commercial
approval. Clinical programs include study conduct and manufacturing costs
related to clinical program

                                       26

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candidates. Translational research includes costs for preclinical study work and
costs related to preclinical programs prior to IND filing. Upfront license and
milestone fees include any significant expenses related to strategic licensing
agreements. Infrastructure costs include direct costs related to laboratory, IT,
and equipment depreciation costs, and overhead allocations for human resources,
IT and other allocable costs.

The following table provides a breakout of our research and development expenses by major program type and business activities:



                                     Three Months Ended June 30,           Dollar             %
                                      2021                 2020            Change           Change
Commercial programs              $        12,641       $      13,839     $    (1,198 )             -9 %
Clinical programs:
  Gene therapy programs                   29,735               9,059          20,676              228 %
  Nucleic acid and other
biologic                                  10,571                 429          10,142                *
    programs
Translational research                    16,647              16,067             580                4 %
Upfront license and milestone
fees                                           -               1,200          (1,200 )           -100 %
Infrastructure                            14,374              12,787           1,587               12 %
Stock-based compensation                  15,094              12,856           2,238               17 %
Other research and development            14,143              14,472            (329 )             -2 %

Total research and development $ 113,205 $ 80,709 $


  32,496
expenses                                                                                           40 %
* not meaningful




                                    Six Months Ended June 30,           Dollar             %
                                     2021                2020           Change           Change
Commercial programs              $      26,302       $     19,696     $     6,606               34 %
Clinical programs:
  Gene therapy programs                 51,097             22,259          28,838              130 %
  Nucleic acid and other
biologic                                19,595              1,332          18,263                *
    programs
  Small molecule programs                    -              7,440          (7,440 )           -100 %
Translational research                  29,260             32,372          (3,112 )
Upfront license and milestone
fees                                    50,000             33,200          16,800               51 %
Infrastructure                          29,236             25,200           4,036               16 %
Stock-based compensation                28,583             23,785           4,798               20 %
Other research and development          26,650             28,386          (1,736 )             -6 %
Total research and development   $     260,723       $    193,670     $    67,053
expenses                                                                                        35 %


Total research and development expenses increased $32.5 million and $67.1
million for the three and six months ended June 30, 2021, respectively, compared
to the same periods in 2020. The change in research and development expenses was
primarily due to:

• for commercial programs, a decrease of $1.2 million for the three months

ended June 30, 2021, primarily related to the capitalization of Dojolvi

manufacturing costs in the three months ended June 30, 2021 which were

expensed during the three months ended June 30, 2020, and an increase of

$6.6 million for the six months ended June 30, 2021, primarily related to


       the addition of expenses related to Dojolvi and the TIO indication for
       Crysvita following their respective FDA approvals in June 2020;

• for gene therapy programs, an increase of $20.7 million and $28.8 million

for the three months and six months ended June 30, 2021, respectively,

primarily related to the addition of expenses related to UX701 following

its IND approval in January 2021 and expense increases related to DTX401

and DTX301 Phase 3 trial preparation;

• for nucleic acid and other biologic programs, an increase of $10.1 million

and $18.3 million for the three and six months ended June 30, 2021,

respectively, primarily related to the addition of expenses related to

UX053 following its IND approval in March 2021 and UX143 as we entered into

a License and Collaboration Agreement with Mereo BioPharma 3 Limited, or

Mereo, to collaborate on the development of UX143 effective January 2021;

partially offset by the classification of expenses for the TIO indication

for Crysvita to commercial programs for the three and six months ended June

30, 2021;

• for small molecule programs, a decrease of $7.4 million for the six months

ended June 30, 2021, primarily related to the classification of expenses

for Dojolvi to commercial programs for the six months ended June 30, 2021;

• for translational research, an increase of $0.6 million and a decrease of

$3.1 million for the three and six months ended June 30, 2021,

respectively, primarily related to the classification of expenses for UX053

to nucleic acid and other biologic programs and UX701 to gene therapy

programs as a result of their IND approvals net of increased spending on


       new translational research projects;


                                       27

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• for upfront license and milestone fees, a decrease of $1.2 million and an

increase of $16.8 million for the three and six months ended June 30, 2021,

respectively, primarily due to the $50.0 million upfront payment to Mereo

in January 2021, partially offset by the $25.0 million option extension

payment to GeneTx and the $7.0 million upfront payment to REGENXBIO, Inc.

(REGENEX) pursuant to the license agreement for REGENX's NAV AAV8 and AAV9


       vectors, both of which occurred during the first quarter of 2020, and a
       $1.2 million one-time license fee during the three months ended June 30,
       2020;

• for infrastructure, an increase of $1.6 million and $4.0 million for the

three and six months ended June 30, 2021, respectively, primarily related

to increased expenses for support of our clinical and research program

pipeline, expansion of laboratory space, implementation of COVID-related

policies and safety protocols, depreciation of laboratory-related leasehold

improvements and equipment, and IT-related expenses;

• for stock-based compensation, an increase of $2.2 million and $4.8 million

for the three and six months ended June 30, 2021, respectively, primarily


       related to an increase in employee headcount as well as the higher
       valuation of stock-based awards granted to employees; and

• for other research and development expenses, a decrease of $0.3 million and

$1.7 million for the three and six months ended June 30, 2021,

respectively, primarily related to higher research and development efforts


       allocated to the programs represented in the commercial, clinical, and
       translational science programs above.


We expect our annual research and development expenses to continue to increase
in the future as we advance our product candidates through clinical development.
The timing and amount of expenses incurred will depend largely upon the outcomes
of current or future clinical studies for our product candidates as well as the
related regulatory requirements, manufacturing costs, and any costs associated
with the advancement of our preclinical programs.

Selling, General and Administrative Expenses (dollars in thousands)





                                        Three Months Ended June 30,          Dollar           %
                                         2021                 2020           Change         Change
Selling, general and administrative $       53,410       $       42,252     $  11,158             26 %




                                      Six Months Ended June 30,         Dollar         %
                                         2021              2020        

Change Change Selling, general and administrative $ 106,668 $ 89,768 $ 16,900 19 %




Selling, general and administrative expenses increased $11.2 million and $16.9
million for the three and six months ended June 30, 2021, respectively, compared
to the same periods in 2020. The increases in selling, general and
administrative expenses were primarily due to increases in personnel costs
resulting from an increase in the number of employees in support of our
commercial activities, commercialization costs, and professional services costs.

We expect selling, general and administrative expenses to continue to increase in the future to support our organizational growth related to our approved products and multiple clinical-stage product candidates.

Interest Income (dollars in thousands)





                    Three Months Ended June 30,           Dollar         %
                   2021                   2020            Change       Change
Interest income $       441         $          1,797     $ (1,356 )        -75 %




                   Six Months Ended June 30,         Dollar         %
                    2021               2020          Change       Change
Interest income $      1,080       $      4,716     $ (3,636 )        -77 %


Interest income decreased $1.4 million and $3.6 million for the three and six
months ended June 30, 2021, respectively, compared to the same periods in 2020,
primarily due to lower portfolio yields as a result of a decrease in interest
rates, partially offset by higher balances in our marketable debt securities.

Change in Fair Value of Equity Investments (dollars in thousands)





                                        Three Months Ended June 30,           Dollar           %
                                         2021                 2020            Change         Change
Change in fair value of equity
investments                         $       (31,046 )     $      95,200     $ (126,246 )         -133 %




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                                       Six Months Ended June 30,           Dollar           %
                                        2021                2020           Change         Change
Change in fair value of equity
investments                         $     (51,665 )     $    102,868     $ (154,533 )         -150 %




The fair value of our equity investments decreased by $31.0 million and $51.7
million during the three and six months ended June 30, 2021, respectively, due
to decreases in the fair value of Arcturus and Solid common stock, resulting in
unrealized losses on our investments in Arcturus common stock of $16.4 million
and $21.0 million during the three and six months ended June 30, 2021,
respectively and unrealized losses on our investments in Solid common stock of
$14.6 million and $30.7 million during the three and six months ended June 30,
2021, respectively. The fair value of our equity investments increased by $95.2
million and $102.9 million during the three and six months ended June 30, 2020,
respectively, due to increases in the fair value of Arcturus equity investments.
Given the historic volatility of the publicly traded stock price of Arcturus and
Solid, the fair value adjustments of our equity investments may be subject to
wide fluctuations which may have a significant impact on our earnings in future
periods.

Non-cash Interest Expense on Liability Related to the Sale of Future Royalties
(dollars in thousands)



                                        Three Months Ended June 30,           Dollar            %
                                         2021                 2020            Change         Change
Non-cash interest expense on
liability related to the
  sale of future royalties          $       (8,517 )     $       (8,429 )   $      (88 )             1 %




                                       Six Months Ended June 30,           Dollar            %
                                        2021                2020           Change         Change
Non-cash interest expense on
liability related to the
  sale of future royalties          $     (16,935 )     $    (16,511 )   $     (424 )             3 %


The non-cash interest expense on liability related to the sale of future
royalties increased by $0.1 million and $0.4 million for the three and six
months ended June 30, 2021, respectively, compared to the same periods in 2020
due to the increase in the liability related to the sale of future royalties for
net sales of Crysvita in the European territory, partially offset by a decrease
in the effective interest rate for the three and six months ended June 30, 2021
compared to same periods in 2020. To the extent the royalty payments are greater
or less than our initial estimates or the timing of such payments is materially
different than our original estimates, we will prospectively adjust the
effective interest rate.

Other Income (Expense) (dollars in thousands)





                           Three Months Ended June 30,         Dollar         %
                           2021                  2020          Change      Change
Other income (expense) $         (67 )       $         217     $  (284 )      -131 %




                         Six Months Ended June 30,        Dollar         %
                           2021                2020       Change       Change
Other income (expense) $        (862 )       $   (239 )   $  (623 )        261 %


Other expense increased by $0.3 million and $0.6 million for the three and six
months ended June 30, 2021, respectively, compared to the same periods in 2020.
The increase was primarily due to fluctuations in foreign exchange rates.

Provision for Income Taxes (dollars in thousands)





                               Three Months Ended June 30,          Dollar         %
                               2021                  2020           Change      Change
Provision for income taxes $        (463 )       $        (415 )   $    (48 )        12 %




                             Six Months Ended June 30,         Dollar         %
                               2021                2020        Change      Change
Provision for income taxes $        (842 )       $   (824 )   $    (18 )         2 %


The provision for incomes taxes increased by a nominal amount for the three and
six months ended June 30, 2021, respectively, compared to the same periods in
2020.

Liquidity and Capital Resources



To date, we have funded our operations primarily from the sale of our equity
securities, revenues from our commercial products, the sale of certain future
royalties, and strategic collaboration arrangements.

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As of June 30, 2021, we had $973.8 million in available cash, cash equivalents,
and marketable debt securities. We believe that our existing capital resources
will be sufficient to fund our projected operating requirements for at least the
next twelve months. Our cash, cash equivalents, and marketable debt securities
are held in a variety of deposit accounts, interest-bearing accounts, corporate
bond securities, U.S government securities, asset-backed securities, and money
market funds. Cash in excess of immediate requirements is invested with a view
toward liquidity and capital preservation, and we seek to minimize the potential
effects of concentration and credit risk.

In May 2021, we entered into an Open Market Sale Agreement with Jefferies
pursuant to which we may offer and sell shares of our common stock having an
aggregate offering proceeds up to $350.0 million, from time to time, in
at-the-market offerings through Jefferies. As of June 30, 2021, we had not sold
any shares under the arrangement.

In March 2020, we received $75.0 million in cash from the sale of 1,243,913
shares of our common stock to Daiichi Sankyo and in April 2020, we received
$125.0 million from an upfront payment related to the Daiichi Sankyo License
Agreement. In November 2020, we completed an underwritten public offering in
which we sold 5,111,110 shares of common stock and received net proceeds of
$435.6 million. In December 2020, we sold 800,000 shares of Arcturus common
stock and received net proceeds of $79.8 million.

The following table summarizes our cash flows for the periods indicated (in
thousands):

                                                              Six Months Ended June 30,
                                                               2021               2020
Cash used in operating activities                          $    (224,702 )     $    (7,801 )
Cash used in investing activities                               (223,670 )        (181,264 )
Cash provided by financing activities                             25,277    

91,426


Effect of exchange rate changes on cash                             (323 )            (198 )
Net decrease in cash, cash equivalents and restricted cash $    (423,418 )

$ (97,837 )

Cash Used in Operating Activities



Our primary use of cash is to fund operating expenses, which consist primarily
of research and development and commercial expenditures. Due to our significant
research and development expenditures, we have generated significant operating
losses since our inception. Cash used to fund operating expenses is affected by
the timing of when we pay these expenses, as reflected in the change in our
outstanding accounts payable and accrued expenses.

Cash used in operating activities for the six months ended June 30, 2021 was
$224.7 million and reflected a net loss of $258.6 million and $8.6 million for
non-cash collaboration royalty revenues related to the sale of future royalties
to RPI Finance Trust (RPI), an affiliate of Royalty Pharma, offset by non-cash
charges of $51.3 million for stock-based compensation, $2.5 million for the
amortization of the premium paid on purchased marketable debt securities, $6.5
million for depreciation and amortization, $51.7 million for a change in fair
value of equity investments from Arcturus and Solid, and $16.9 million for
non-cash interest incurred on the liability related to the sale of future
royalties to RPI. Cash used in operating activities also reflected a $1.7
million decrease due to an increase in accounts receivable primarily related to
higher revenues, a $2.2 million decrease due to an increase in inventory, a $9.0
million decrease due to an increase in prepaid expenses and other current assets
primarily due to an increase in prepaid subscriptions, prepaid clinical studies,
and prepaid fixed assets, a $11.5 million decrease in accounts payable, accrued
liabilities, and other liabilities primarily due to the payout of 2020 annual
bonuses, and a decrease of $62.7 million in contract liabilities, related to the
revenue recognized from the license agreements with Daiichi Sankyo.

Cash used in operating activities for the six months ended June 30, 2020 was
$7.8 million and reflected a net loss of $93.7 million, $0.1 million for the
amortization of the discount paid on purchased investments, $102.9 million for
changes in the fair value of equity investments from Arcturus, and $6.1 million
for non-cash collaboration royalty revenues related to the sale of future
royalties to Royalty Pharma, offset by non-cash charges of $42.6 million for
stock-based compensation, $6.0 million for depreciation, and $16.5 million for
non-cash interest incurred on the liability related to the sale of future
royalties to Royalty Pharma. Cash used in operating activities also reflected a
decrease of $6.1 million due to an increase in prepaid expenses and other
current assets primarily due to an increase in prepaid manufacturing and a $8.8
million decrease in accounts payable, accrued liabilities, and other liabilities
primarily due to a decrease in accrued bonus due to the payout of the 2019
annual bonus, offset by a $9.5 million increase due to a decrease in accounts
receivable primarily related to change in the timing of billing to a
collaboration partner offset by a $8.5 million receivable related to the license
agreement with Daiichi Sankyo in June 2020, a $0.5 million increase due to a
decrease in inventory, and an increase of $134.9 million in contract liabilities
related to the license agreements with Daiichi Sankyo.

Cash Used in Investing Activities



Cash used in investing activities for the six months ended June, 2021 was $223.7
million and related to purchases of property, plant, and equipment of $36.5
million and purchases of marketable debt securities of $664.3 million, offset by
proceeds from the sale of marketable debt securities of $70.5 million and
maturities of marketable debt securities of $406.6 million.

Cash used in investing activities for the six months ended June 30, 2020 was
$181.3 million and related to purchases of property, plant, and equipment of
$18.2 million, purchases of investments of $456.3 million, and the exercise of
the option to purchase

                                       30

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additional Arcturus shares for $9.6 million, offset by proceeds from the sale of investments of $28.9 million and maturities of investments of $274.0 million.

Cash Provided by Financing Activities



Cash provided by financing activities for the six months ended June 30, 2021 was
$25.3 million and was primarily comprised of $25.5 million in net proceeds from
the issuance of common stock pursuant to equity plan awards.

Cash provided by financing activities for the six months ended June 30, 2020 was
$91.4 million and was comprised of $55.3 million from the sale of common stock
in connection with the license agreement with Daiichi Sankyo in March 2020,
$20.4 million in net proceeds from the sale of common stock in our ATM offering,
and $15.9 million in net proceeds from the issuance of common stock pursuant to
the exercise of warrants and equity plan awards.

Funding Requirements



We anticipate that, excluding non-recurring items, we will continue to generate
annual losses for the foreseeable future as we continue the development of, and
seek regulatory approvals for, our product candidates, and continue with
commercialization of approved products. We will require additional capital to
fund our operations, to complete our ongoing and planned clinical studies, to
commercialize our products, to continue investing in early-stage research
capabilities to promote our pipeline growth, to continue to acquire or invest in
businesses or products that complement or expand our business, and to further
develop our general infrastructure, including construction of our GMP gene
therapy manufacturing facility, and such funding may not be available to us on
acceptable terms or at all.

If we are unable to raise additional capital in sufficient amounts or on terms
acceptable to us, we may be required to delay, limit, reduce the scope of, or
terminate one or more of our clinical studies, research and development
programs, future commercialization efforts, or grant rights to develop and
market product candidates that we would otherwise prefer to develop and market
ourselves.

Our future funding requirements will depend on many factors, including the following:

• the scope, rate of progress, results and cost of our clinical studies,

nonclinical testing, and other related activities;

• the cost of manufacturing clinical supplies, and establishing commercial

supplies, of our product candidates, products that we have begun to

commercialize, and any products that we may develop in the future,

including the construction of our own GMP gene therapy manufacturing plant;




  • the number and characteristics of product candidates that we pursue;


  • the cost, timing, and outcomes of regulatory approvals;

• the cost and timing of establishing our commercial infrastructure, and

distribution capabilities;

• the magnitude and extent to which the COVID-19 pandemic impacts our

business operations and operating results, as described in "Management's

Discussion and Analysis of Financial Condition and Results of Operations"


       and "Risk Factors - Risks Related to Our Business Operations"; and


    •  the terms and timing of any collaborative, licensing, marketing,
       distribution, acquisition (including whether we exercise our option to

acquire GeneTx pursuant to the terms of our Unitholder Option Agreement

with them) and other arrangements that we may establish, including any

required upfront milestone, royalty, reimbursements or other payments

thereunder.




We expect to satisfy future cash needs through existing capital balances,
revenue from our commercial products, and through some combination of public or
private equity offerings, debt financings, collaborations, strategic alliances,
licensing arrangements, and other marketing and distribution arrangements.
Please see "Risk Factors-Risks Related to Our Financial Condition and Capital
Requirements."

Contractual Obligations and Commitments



We have contractual obligations from our operating and finance leases,
manufacturing and service contracts, licenses, royalties, development and
collaboration arrangements, and other research and development activities. The
following table summarizes our significant binding contractual obligations at
June 30, 2021 (in thousands):

                                                                  Payments due by period
                                        Less than                                            More than
                                          1 year        1 to 3 years       3 to 5 years       5 years       Total
Operating and finance leases            $   13,012     $       25,144     $       13,816     $   1,351     $ 53,323
Manufacturing and service contracts          8,768                472                  -             -        9,240
Building construction agreement              6,411                  -                  -             -        6,411
Total                                   $   28,191     $       25,616     $       13,816     $   1,351     $ 68,974


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The terms of certain of our licenses, royalties, development and collaboration
agreements, as well as other research and development activities, require us to
pay potential future milestone payments based on product development success.
The above table excludes such obligations as the amount and timing of such
obligations are unknown or uncertain.

Off-Balance Sheet Arrangements

We have not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

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