EX-4.9



 Exhibit 4.9 

FORM 51-102F3 

MATERIAL CHANGE REPORT 
  

	Item 1:	Name and Address of Company 

 Zymeworks Inc. (“Zymeworks” or the
“Company”) 
 1385 West 8th Avenue, Suite 540 

Vancouver, BC, Canada 
 V6H 3V9

  

	Item 2:	Date of Material Change 

 April 24, 2018 

 

	Item 3:	News Release 

 A news release announcing the material change was disseminated through
the facilities of Business Wire on April 23, 2018, and a copy was filed on the Company’s profile at www.sedar.com. 
  

	Item 4:	Summary of Material Change 

 On April 23, 2018, Zymeworks announced that Celgene
Corporation has exercised its right to expand its collaboration agreement for the research, development, and commercialization of bispecific antibody therapeutics using Zymeworks’ AzymetricTM platform. 

 

	Item 5:	Full Description of Material Change 

 5.1 Full Description of Material Change

 On April 23, 2018, Zymeworks announced that Celgene Corporation has exercised its right to expand its collaboration agreement
for the research, development, and commercialization of bispecific antibody therapeutics using Zymeworks’ AzymetricTM platform. 

Under the terms of the original collaboration agreement signed in 2014 which enabled Celgene to research and develop multiple bispecific
antibodies based on the Azymetric platform, Celgene has now exercised its right to increase the number of potential products it can develop and commercialize from eight to ten, and extended the research program term by two years. Zymeworks will
receive an expansion fee and is now eligible to receive up to US$164 million in development and commercial milestones for each of up to 10 products plus royalties on worldwide sales. In total, Zymeworks is now eligible to receive up to
US$1.64 billion in future payments for the entire collaboration. 
 About the AzymetricTM Platform 

The Azymetric platform enables the transformation of monospecific antibodies into bispecific antibodies, giving the antibodies the ability to
simultaneously bind two different targets. Azymetric bispecific technology enables the 







 
development of multifunctional biotherapeutics that can block multiple signaling pathways, recruit immune cells to tumors, enhance receptor clustering degradation, and increase tumor-specific
targeting. These features are intended to enhance efficacy while reducing toxicities and the potential for drug-resistance. Azymetric bispecifics have been engineered to retain the desirable drug-like qualities of naturally occurring antibodies,
including low immunogenicity, long half-life and high stability. In addition, they are compatible with standard manufacturing processes with high yields and purity, potentially significantly reducing drug development costs and timelines. 

5.2 Disclosure of Restructuring Transactions 

Not applicable. 
  

	Item 6:	Reliance on subsection 7.1(2) of National Instrument 51-102 


Not applicable. 
  

	Item 7:	Omitted Information 

 Not applicable. 

 

	Item 8:	Executive Officer 

 For further information, please contact Neil Klompas, Chief
Financial Officer of the Company at (604) 678-1388. 
  

	Item 9:	Date of Report 

 April 24, 2018 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 

This material change report includes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and
“forward-looking information” within the meaning of Canadian securities laws, or collectively, forward-looking statements. Forward-looking statements in this material change report include, but are not limited to, statements that relate to
the terms of Zymeworks’ collaboration agreement with Celgene, potential payments to Zymeworks under the collaboration agreement, the features of the Azymetric platform and its potential to reduce drug development costs and timelines, and other
information that is not historical information. When used herein, words such as “anticipate”, “plan”, “expect”, “will”, “may”, “continue”, and similar expressions are intended to identify
forward-looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking. All forward-looking statements are based upon Zymeworks’ current expectations and various assumptions. Zymeworks believes there is a reasonable basis for its expectations and beliefs, but they are inherently
uncertain. Zymeworks may not realize its expectations, and its beliefs may not prove correct. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various factors, including,
without limitation, market conditions and the factors described under “Risk Factors” in Zymeworks’ Annual Report on Form 10-K for its fiscal year ended December 31, 2017 (a copy of which
may be obtained at www.sec.gov and www.sedar.com). Consequently, forward-looking statements should be regarded solely as Zymeworks’ current plans, estimates and beliefs. 

  
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 Investors should not place undue reliance on forward-looking statements. Zymeworks cannot guarantee future
results, events, levels of activity, performance or achievements. Zymeworks does not undertake and specifically declines any obligation to update, republish, or revise any forward-looking statements to reflect new information, future events or
circumstances or to reflect the occurrences of unanticipated events, except as may be required by law. 

  
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