Capital Return Program	9 Months Ended
Sep. 30, 2022
Capital Return Program
Capital Return Program	14. Capital Return Program In September 2022, the Company’s Board of Directors authorized a $250.0 million capital return program consisting of three elements as described below. The Company expects to fund the capital return program with cash on hand. GSK Share Repurchase On September 20, 2022, the Company repurchased 9,644,807 ordinary shares, par value $0.00001 per share (“Shares”), of the Company from GSK Finance (No.3) plc (“GSK Finance”), representing all of the ordinary shares of the Company owned by GSK Finance or its affiliates. The purchase price under the Share Repurchase Agreement was $9.75 per share, resulting in a total consideration of $94.0 million. The repurchased shares were accounted for as authorized shares that are no longer issued and outstanding upon the settlement date of the repurchase transaction. Modified Dutch Auction Tender Offer On September 28, 2022, the Company announced a “modified Dutch auction” tender offer (the “Offer”) to purchase up to $95.0 million of its Shares. Upon the terms and subject to the conditions set forth in the Company's Offer to Purchase, dated September 28, 2022 (the "Offer to Purchase"), and the related Letter of Transmittal, the Company is offering to purchase up to $95.0 million of its Shares, at a purchase price not greater than $10.50 nor less than $9.75 per Share, in cash, less any applicable withholding taxes and without interest. The Offer will expire at midnight, New York City time, at the end of the day on November 17, 2022, or any other date and time to which the Company extends such Offer, unless earlier terminated. A "modified Dutch auction" tender offer allows shareholders to indicate how many Shares and at what price or within the range described above they wish to tender their Shares. Based on the number of Shares tendered and the prices specified by the tendering shareholders, the Company will determine the lowest per-share price that will enable it to purchase up to $95.0 million of Shares, or if a lesser value of shares is validly tendered, all Shares that have been validly tendered and not validly withdrawn. All Shares accepted in the Offer will be purchased at the same price even if tendered at a lower price. As of September 27, 2022, the Company had 67,365,912 Shares outstanding, which reflects the impact of the Company's previous repurchase of 9,644,807 Shares from GSK Finance on September 20, 2022 (see above). If the Offer is fully subscribed, (1) at the maximum purchase price of $10.50 per share, the Company could purchase 9,047,619 Shares, which would represent approximately 13.4% of Shares outstanding or (2) at the minimum purchase price of $9.75 per share, the Company could purchase 9,743,589 Shares, which would represent approximately 14.5% of the Shares outstanding. The Offer is not conditioned on any minimum number of Shares tendered, but is conditioned upon the satisfaction of certain customary conditions, as more fully described in the Offer to Purchase. The Company expressly reserves the right for any reason, subject to applicable law and as set forth in the Offer to Purchase, to extend, abandon, terminate or amend the Offer. Any Shares purchased pursuant to the Offer will be cancelled, and those Shares will cease to be outstanding. Open Market Share Repurchase Plan Subsequent to the closing of the Offer, the Company plans to engage in open market share repurchases from time to time of up to approximately $60.0 million of its Shares in compliance with Rule 10b-18 under the Securities Exchange Act, with a current goal to complete this element of the capital return program by the end of 2023. There were no shares repurchased under the Open Market Stock Repurchase Plan as of September 30, 2022.

Capital Return Program

9 Months Ended

Sep. 30, 2022

14. Capital Return Program

In September 2022, the Company’s Board of Directors authorized a $250.0 million capital return program consisting of three elements as described below. The Company expects to fund the capital return program with cash on hand.

GSK Share Repurchase

On September 20, 2022, the Company repurchased 9,644,807 ordinary shares, par value $0.00001 per share (“Shares”), of the Company from GSK Finance (No.3) plc (“GSK Finance”), representing all of the ordinary shares of the Company owned by GSK Finance or its affiliates. The purchase price under the Share Repurchase Agreement was $9.75 per share, resulting in a total consideration of $94.0 million. The repurchased shares were accounted for as authorized shares that are no longer issued and outstanding upon the settlement date of the repurchase transaction.

Modified Dutch Auction Tender Offer

On September 28, 2022, the Company announced a “modified Dutch auction” tender offer (the “Offer”) to purchase up to $95.0 million of its Shares.

Upon the terms and subject to the conditions set forth in the Company's Offer to Purchase, dated September 28, 2022 (the "Offer to Purchase"), and the related Letter of Transmittal, the Company is offering to purchase up to $95.0 million of its Shares, at a purchase price not greater than $10.50 nor less than $9.75 per Share, in cash, less any applicable withholding taxes and without interest. The Offer will expire at midnight, New York City time, at the end of the day on November 17, 2022, or any other date and time to which the Company extends such Offer, unless earlier terminated.

A "modified Dutch auction" tender offer allows shareholders to indicate how many Shares and at what price or within the range described above they wish to tender their Shares. Based on the number of Shares tendered and the prices specified by the tendering shareholders, the Company will determine the lowest per-share price that will enable it to purchase up to $95.0 million of Shares, or if a lesser value of shares is validly tendered, all Shares that have been validly tendered and not validly withdrawn. All Shares accepted in the Offer will be purchased at the same price even if tendered at a lower price.

As of September 27, 2022, the Company had 67,365,912 Shares outstanding, which reflects the impact of the Company's previous repurchase of 9,644,807 Shares from GSK Finance on September 20, 2022 (see above). If the Offer is fully subscribed, (1) at the maximum purchase price of $10.50 per share, the Company could purchase 9,047,619 Shares, which would represent approximately 13.4% of Shares outstanding or (2) at the minimum purchase price of $9.75 per share, the Company could purchase 9,743,589 Shares, which would represent approximately 14.5% of the Shares outstanding.

The Offer is not conditioned on any minimum number of Shares tendered, but is conditioned upon the satisfaction of certain customary conditions, as more fully described in the Offer to Purchase. The Company expressly reserves the right for any reason, subject to applicable law and as set forth in the Offer to Purchase, to extend, abandon, terminate or amend the Offer. Any Shares purchased pursuant to the Offer will be cancelled, and those Shares will cease to be outstanding.

Open Market Share Repurchase Plan

Subsequent to the closing of the Offer, the Company plans to engage in open market share repurchases from time to time of up to approximately $60.0 million of its Shares in compliance with Rule 10b-18 under the Securities Exchange Act, with a current goal to complete this element of the capital return program by the end of 2023. There were no shares repurchased under the Open Market Stock Repurchase Plan as of September 30, 2022.