Pursuant to the terms of the merger agreement, Aduro will acquire all of the outstanding capital stock of Chinook Therapeutics in exchange for the issuance of Aduro common stock equal to approximately 50 percent of Aduro’s outstanding common stock following the merger. Aduro will be renamed Chinook Therapeutics and advance a pipeline of clinical-stage and research programs focused on rare kidney diseases.

The combined company is expected to have approximately $200 million in cash, cash equivalents and marketable securities at closing, including $25 million in additional financing committed by Chinook’s existing investors.

After closing, the new company is expected to trade on the Nasdaq Global Market under the ticker symbol “KDNY.”

The pipeline includes:

Atrasentan, an investigational, selective endothelin receptor antagonist, in clinical development for the treatment of IgA nephropathy and other primary glomerular diseases;

BION-1301, an investigational humanized IgG4 monoclonal antibody in clinical development that blocks APRIL binding to both the BCMA and TACI receptors for the treatment of IgA nephropathy;

CHK-336, an investigational small molecule in preclinical development for treatment of an undisclosed ultra-rare orphan kidney disease; and

Additional research and discovery programs focused on the treatment of rare, severe chronic kidney diseases.

The combined company plans to advance its pipeline through multiple clinical trials, including several milestones anticipated over the next 12-18 months.

Report results from the ongoing Phase 1 trial of BION-1301 in patients with IgA nephropathy;

Initiation of a randomized Phase 3 trial of atrasentan for IgA nephropathy;

Initiation of a Phase 2 basket trial of atrasentan in primary glomerular diseases; and

Initiation of a phase 1 trial of CHK-336 in an ultra-rare orphan kidney disease.

The combined company has the opportunity to address large, underserved markets

We’re building a pipeline of targeted approaches and precision medicines with potential to treat rare, severe chronic kidney disease, and there is a clear synergy between Chinook’s and Aduro’s key programs

Multiple clinical development milestones are expected over the next 12-18 months

The combined company will be led by a seasoned management team with significant drug development expertise

We are well-capitalized and have strong support from our existing investors

We expect to close the merger in the second half of 2020.

The closing conditions include the approval by the stockholders of each company. The transaction has already been unanimously approved by the board of directors of both companies.

At closing, Aduro’s then-current equity holders and the former Chinook equity holders will each own approximately 50 percent of Aduro’s common stock on a fully diluted basis, based upon an expected Aduro net cash balance of $145 million and an expected Chinook net cash balance of $10 million.

Yes, our key investors are supportive of the merger. Each of Versant Ventures, Apple Tree Partners, Samsara BioCapital, Morningside Venture (VI) Investments Limited, Morningside Foundation and Ultimate Keen Limited, as well as the directors and officers of both companies, have signed:

Support agreements committing to vote in favor of the transaction and related matters and against any competing proposals and prohibiting transfers of the companies’ respective stock during the period between signing and closing; and

Lock-up agreements restricting transfers of the combined company’s stock for 180 days post-closing.

There are several groups of employees at Aduro we believe are integral to the continued development of BION-1301 and who are important to operating as a public company.

Between now and close, it’s business as usual for the BION-1301 team at Aduro.

To minimize any disruptions to the BION-1301 development timelines, we plan to keep that team in place for a seamless transition following the close of the transaction.

Chinook’s existing investors – Versant, Apple Tree and Samsara – have committed to invest an additional $25 million in convertible notes prior to closing, which will convert into common stock of the combined company following closing, either at a 5-day volume weighted average price or at the price of a future equity financing.

This agreement is subject to approval by Aduro and Chinook stockholders as well as customary closing conditions and regulatory approvals.

We have conducted a thorough process and do not expect other companies to generate the same potential benefits as the proposed merger.

Aduro will be renamed Chinook Therapeutics, Inc. with Eric Dobmeier serving as the president and chief executive officer.

Senior leadership will also include Tom Frohlich as chief business officer, Alan Glicklich, M.D., as chief medical officer, Andrew King, D.V.M., Ph.D., as head of renal biology and translational medicine and Renata Oballa, Ph.D., as vice president of chemistry and site head of our Vancouver research facility.

Stephen T. Isaacs, chairman, president and chief executive officer of Aduro, will be stepping down.

The combined company will be headquartered out of Chinook’s existing facilities in Vancouver, BC and Seattle, Washington, with certain functions and employees operating remotely.

At this stage, Chinook intends to maintain the current Berkeley location at least through a transition period, likely with smaller footprint via subleases.

The team may explore other Bay Area locations convenient for the 1301 program team after that.

Chinook has approximately 35 full time employees today.

We do not have a specific estimate for the combined company upon closing, but expect to increase headcount after closing to support multiple areas of our organizations.

Following the merger, the combined company expects to have 3 clinical programs in 4 clinical trials by next year.

In addition, we will continue our business development activities and keep close tabs on the renal space and evaluate opportunities should they arise.

We’re enthusiastic about adding BION-1301 to our pipeline, and think targeting APRIL is a promising way to address the underlying cause of IgAN.

We believe that multiple approaches are ultimately going to be required to address the large unmet need in IgAN patients.

We believe BION-1301’s proposed mechanism of action is complementary to atrasentan, which targets a key molecular pathway activated in the kidney that contributes to proteinuria, inflammation, fibrosis and kidney function loss and drives disease progression.

We see a lot of efficiencies that could come out of running studies simultaneously in IgAN, including the ability to leverage trial sites and development teams.

Upon close of the transaction, we believe we will be well-capitalized for our next phase of growth.

We are grateful for the continued support of our investors who believe in our long-term vision.

Development is expected to continue for BION-1301 and we do not anticipate any additional delays to our timelines at this time.

We are still planning to present two posters – one nonclinical poster and another poster highlighting the HV data from Parts 1 and 2 of the ongoing Phase 1 study – at the ERA-EDTA virtual conference later this week

We are still aiming to present results from Part 3 of the ongoing Phase 1 study in IgAN patients in the first half of 2021

Though we have activated some clinical trial sites for Part 3 of this study, there have been delays activating additional sites and enrolling IgAN patients due to the COVID-19 public health guidance measures in much of the United States and Europe.

We are still planning to present two posters – one nonclinical poster and another poster highlighting the HV data from Parts 1 and 2 of the ongoing Phase 1 study – at the upcoming virtual conference of ERA-EDTA (European Renal Association-European Dialysis and Transplant Association) later this week.

We will hold a virtual IR event on Monday, June 8^th at 4 pm ET. Details can be found in the Investors section of the Aduro website.

We are still aiming to present results from Part 3 of the ongoing Ph1 study in IgAN patients in the first half of 2021.

A press release summarizing the results that will be presented was filed on June 2, 2020.

The signing and announcement of the merger transaction is independent of plans to present data on BION-1301 at the upcoming ERA-EDTA virtual congress.

There is no need to make assumptions about this data because we issued a press release on June 2, 2020 describing it.

Without going into too much detail –

Results presented are from placebo-controlled arms of the Phase 1 study that evaluated BION-1301 in single and multiple ascending dose cohorts in healthy volunteers. BION-1301 was well-tolerated, with no serious adverse events, treatment discontinuations or events meeting stopping criteria. Non-neutralizing ADAs occurred in less than 10% of subjects with no correlation to dose. PK was relatively dose-proportional with an estimated half-life of 33 days, suggesting the potential for monthly doses. The data demonstrated corresponding changes in free APRIL, with over 90% target engagement achieved with a single 450 mg dose. BION-1301 dose-dependently and durably reduced IgA and IgM levels, and to a lesser extent IgG. Importantly, IgG values remained in normal ranges with no increase in infections.

Chinook raised $65 million in its Series A Financing in 2019 and is backed by leading private/VC healthcare investors with a long-term investment horizon including Versant Ventures, Apple Tree Partners and Samsara BioCapital.

The merger with Aduro is expected to provide the new company with a cash position of $200 million at closing, including the $25 million in additional funding committed by Chinook’s existing investors.

We are well-capitalized for our next phase of growth and are grateful for the continued support of our investors who believe in our long-term vision.

We entered into the process of evaluating strategic alternatives for the company to find an option that provides value to our stockholders.

We share the sentiment that the time is now for kidney disease drug development, and BION-1301 is a potential disease-modifying approach for the treatment of IgAN.

We believe leveraging synergies of the two organizations to build a kidney disease company with a pipeline of targeted approaches and precision medicines, a seasoned management team and near-term catalysts is an attractive opportunity.

No, Andrea’s decision to leave Aduro on June 30^th was announced on March 24^th.

As previously stated in our 8-K filing, Andrea’s decision is a personal one and largely driven by our corporate restructuring in January 2020, which included the closure of the Aduro Biotech Europe headquarters where Andrea is based.

Andrea will continue as a consultant to the company after his departure.

While Steve will no longer have direct involvement when the transaction closes, he has expressed his support as a stockholder of the organization going forward.

There are still many details to flesh out between now and when the transaction closes.

The merged company will have a need for certain skill-sets, particularly as it relates to operating as a public company.

We are actively focused on evaluating strategic options for all non-renal programs.

Aduro will continue to move the STING agonist program forward.

We are continuing to enroll our Phase 2 trial for ADU-S100 in combination with KEYTRUDA^® (pembrolizumab) for treatment squamous cell carcinoma of the head and neck (SCCHN).

We are continuing our work to prepare the bladder IND for filing.

Any patients currently enrolled, or enrolled in the future, in our Phase 2 SCCHN trial will continue to receive treatment per the protocol.

Funds have been reserved to support the Phase 2 SCCHN trial.

Aduro continues to work on STING.

Aduro continues to meet its obligations under the collaboration agreement.

Novartis has removed ADU-S100 from its portfolio, but our development of ADU-S100 has continued and, as always, we will make development decisions based on the facts and data.

We will also continue to consider the research work that is in the best interest of the collaboration.

Any patients currently enrolled, or enrolled in the future, in our Phase 2 SCCHN trial will continue to receive treatment per the protocol.

Funds have been reserved to support the Phase 2 SCCHN trial.

We are working on integration planning and will continue to provide updates as more information becomes available.

We are evaluating strategic options, including a CVR agreement for current Aduro stockholders if the license agreement remains with Chinook.

Under the terms of the CVR agreement, any additional payments received from Merck will be distributed to the CVR holders. Any expenses incurred by Chinook would be deducted before any such distribution.

We are actively focused on evaluating strategic options for all non-renal programs.

Aduro will continue to move the cGAS-STING inhibitor program forward.

Aduro continues to work on the cGAS-STING inhibitor program.

Aduro continues to meet its obligations under the collaboration agreement.

Integration planning is underway, so we do not have an answer for that at the moment, but we will continue to provide updates as more information becomes available.

Until the transaction is complete, Aduro and Chinook will continue to operate as independent companies.

We anticipate a workforce reduction at Aduro related to non-renal assets, though timing and extent of reduction will depend on strategic decisions around those programs.

We will conduct integration planning over the next several months, and will provide updates at the appropriate time.

Chinook’s pipeline is led by atrasentan, a Phase 3-ready program in IgA nephropathy and includes a number of investigational precision medicines in development for other rare, severe chronic kidney diseases.

These programs in conjunction with BION-1301 will provide the combined company with a focused pipeline in kidney disease.

Chinook has seasoned management team equipped to effectively drive the development of these programs.

During the period between signing and closing, Aduro’s board and management team will continue to manage the non-renal assets, including the evaluating strategic alternatives for these assets.

Following closing a Special Committee comprised of Ross Haghighat and William Greenman, the two Aduro directors continuing on the board, and one director designated by Chinook will have the sole responsibility for managing the non-renal assets and conducting any sale process, including negotiating any definitive sale agreement. The board itself would retain authority over approval of any final transaction (not to be unreasonably withheld, conditioned or delayed).