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From 2007 until 2012, Dr. Parkinson served as President and CEO of Nodality, a biotechnology firm targeted on the organic characterization of signaling pathways in patients with malignancy to enable more practical therapeutics growth and medical decision-making. Dr. Parkinson has beforehand led oncology clinical growth activities at Novartis ( ), Amgen ( ) and Biogen Idec ( ). He labored on the National Cancer Institute from 1990 to 1997, serving as Chief of the Investigational Drug Branch, after which as Acting Associate Director of the Cancer Therapy Evaluation Program . Dr. Parkinson is a previous Chairman of the Food & Drug Administration Biologics Advisory Committee, has also served on the FDA’s Science Board, and is a recipient of the FDA’s Cody Medal.
Based upon the review and discussions described on this report, we beneficial to the board of directors that the audited consolidated monetary statements be included within the 2019 Annual Report for submitting with the SEC. Although ratification is not required by our bylaws or otherwise, we are submitting the choice to our stockholders for ratification as a matter of fine company practice and since we value our stockholders’ views.
In September 2017, Mr. Kirske was appointed as our Chief Financial Officer and commenced full-time employment, with his annual base wage stage being increased to $350,000 and his goal annual bonus being set at 35% of his base wage Mining Data with Proxies. In February 2019, our compensation committee approved an increase in base salary and bonus alternative for Mr. Kirske, to $360,500 and forty% of his base wage, respectively.

In February 2018, in reference to our concurrent public providing of common stock, BVF bought 6.3 million shares of our widespread stock. In addition, BVF exchanged eight.zero million shares of our frequent stock owned by BVF and 575 shares of our Series N Preferred Stock owned by BVF for 12,575 shares of our Series O Preferred Stock, pursuant to the letter agreements mentioned above as well as an extra trade agreement executed in February 2018.

This section describes the 2019 compensation we paid to our 2019 named govt officers who’re listed within the “Summary Compensation Table – 2018 and 2019” under. We have adopted a Stock Ownership Policy and a Policy Regarding the Recoupment of Certain Compensation Payments (compensation “clawback” policy), in addition to revisions to our Insider Trading Policy to prohibit sure hedging and pledging transactions in our securities by our administrators and officers, all as mentioned in additional element under.

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In the case of any worker of the Corporation or one of its Subsidiaries on an accredited go away of absence, continued vesting of the award whereas on leave from the make use of of the Corporation or considered one of its Subsidiaries may be suspended till the employee returns to service, except the Administrator otherwise provides or relevant legislation in any other case requires. In no occasion shall an award be exercised after any applicable maximum time period of the award. the authorization by the Administrator of “cashless exercise” procedures with third events who provide financing for the purpose of the train of awards according to relevant laws and any limitations imposed by the Administrator. The Administrator may permit awards to be exercised by and paid to, or otherwise transferred to, different persons or entities pursuant to such circumstances and procedures, together with limitations on subsequent transfers, because the Administrator might, in its sole discretion, establish in writing.

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If the Annual Meeting is adjourned, notice might be given to our stockholders, if in any respect, in accordance with our bylaws, the General Corporation Law of the State of Delaware and applicable SEC rules. At the adjourned meeting, we could transact any enterprise which could have been transacted on the unique assembly. The address of our current directors and govt officers listed is 3101 Western Avenue, Suite 800, Seattle, Washington 98121.
Any permitted switch shall be topic to compliance with applicable federal, state and foreign securities and trade control laws and shall not be for value (aside from nominal consideration, settlement of marital property rights, or for interests in an entity by which greater than 50% of the voting interests are held by the Eligible Person or by the Eligible Person’s members of the family). The Administrator might, nonetheless, provide with respect to a number of awards that the honest market value shall equal the closing worth for a share of Common Stock on the Market on the final buying and selling day preceding the date in query or the typical of the excessive and low buying and selling prices of a share of Common Stock on the Market for the date in question or the latest trading day. If the Common Stock is now not listed or is not actively traded on the Market as of the applicable date, the honest market worth of the Common Stock shall be the value as fairly decided by the Administrator for purposes of the award within the circumstances.

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The Administrator may provide that deferred settlements include the cost or crediting of interest or other earnings on the deferral quantities, or the fee or crediting of dividend equivalents where the deferred quantities are denominated in shares. Any Qualified Performance-Based Award or Qualifying Option or SAR (as such phrases were defined in Section 5.2 of the prior version of this Plan) granted underneath this Plan prior to November 2, 2017 shall continue to be ruled by the terms of this Plan in impact on the time of grant of such award.

Using data middle proxies to scrape pricing or other knowledge might be troublesome as one single ban from a website may render many proxies to become unusable for a similar objective. No amendment, suspension or termination of this Plan or amendment of any outstanding award agreement shall, without written consent of the participant, have an effect on in any manner materially antagonistic to the participant any rights or advantages of the participant or obligations of the Corporation underneath any award granted under this Plan prior to the effective date of such change. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute changes or amendments for functions of this Section eight.6. Awards payable under this Plan shall be payable in shares or from the final assets of the Corporation, and no particular or separate reserve, fund or deposit shall be made to assure fee of such awards.
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In March 2020, in reference to our rights providing and separate buy commitments by certain of our buyers, BVF bought a total of 3,047 shares of our Series X Preferred Stock, which are convertible into 30.5 million shares of our frequent inventory. No shares of Series O Preferred Stock or Series X Preferred Stock owned by BVF have been converted into our widespread stock. In September 2015, we entered right into a subscription agreement with BVF pursuant to which we issued 1.0 million shares of our widespread stock. In addition, we accomplished underwritten public offerings of 55,000 shares of our Series N-2 Preferred Stock, no par value per share in December 2015 and 22,500 shares of our Series N-three Preferred Stock, no par worth per share in June 2017.

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The compensation committee has ultimate authority to determine the compensation of our named government officers. In general, these benefits are intended to attract and retain extremely qualified executives. Approximately 65% of Dr. Craig’s target whole direct compensation for 2019 is “at-threat” as described above.
The audit committee can delegate this duty to one or more of its members, provided that such pre-approval determination is introduced to the full audit committee and its next scheduled meeting . All companies performed and associated charges billed by Ernst & Young LLP during the fiscal years offered above have been accredited by the audit committee.
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Of the total aggregate charges in 2019, less than 0.3% were not approved by the audit committee pursuant to the de minimis exception supplied by Section of Rule 2-01 of Regulation S-X. disposition could apply if the optionee can also be an officer or director of the Company. Any achieve or loss recognized on such a untimely disposition of the shares in excess of the amount handled as ordinary earnings might be characterized as lengthy-time period or quick-term capital gain or loss, relying on the holding interval. The U.S. federal earnings tax penalties of the 2017 Plan underneath present federal regulation, which is topic to change, are summarized in the following discussion of the overall tax principles relevant to the 2017 Plan. This abstract isn’t meant to be exhaustive and, among other issues, doesn’t describe the deferred compensation provisions of Section 409A of the Internal Revenue Code to the extent an award is subject to and doesn’t satisfy these rules, nor does it describe state, local or worldwide tax penalties.
Dr. Parkinson acquired his medical diploma from the University of Toronto, has held tutorial positions each at Tufts and on the University of Texas MD Anderson Cancer Center, and has authored over one hundred peer-reviewed publications. Mr. Metzger’s business and management expertise in the biopharmaceutical industry had been the primary qualifications that led the board of administrators to conclude that he ought to serve on our board of administrators. Five of our administrators are independent within the that means of the impartial director pointers of The Nasdaq Stock Market (“Nasdaq”).

• If stockholders approve this proposal, the number of shares of our frequent inventory which may be delivered pursuant to awards granted beneath the 2017 Plan shall be elevated by an extra 5,one hundred,000 shares.
• Our board of administrators is asking you to approve an modification to our Amended and Restated 2017 Equity Incentive Plan (the “2017 Plan”) to increase the variety of shares reserved for issuance thereunder.
• The kind and terms of awards granted may also change in anybody 12 months or from year to year based mostly on any variety of variables, including, without limitation, adjustments in rivals’ compensation practices or changes in compensation practices usually, and the need to attract, retain and incentivize key talent.

Dr. Parkinson’s enterprise and management experience within the biopharmaceutical and healthcare business, in addition to his expertise on the FDA, were the primary skills that led the board of directors to conclude that he ought to serve on our board of administrators. Dr. Parkinson has served as a venture partner at New Enterprise Associates , Inc. since 2012 and in 2016 moved to the function of venture advisor to NEA.

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To help make sure that the directors and officers keep adequate control over the timing of their transactions in our securities, we prohibit our directors and officers from margining any of our securities in a margin account or otherwise pledging any of our securities as collateral for a loan. We prohibit all of our directors, officers and employees from partaking in any hedging or monetization transaction which may permit them to realize from or offset any decrease available in the market worth LinkedIn Data Extractor Software Tool of our securities. The compensation committee believes that each named govt officer’s bonus alternatives had been acceptable bearing in mind the performance that might be required to earn these quantities. The 2019 annual base salaries paid to our named govt officers are set forth within the “Summary Compensation Table – 2018 and 2019” beneath. The major elements of our executive compensation program include base salaries, annual money incentives and equity incentives.
The letter doesn’t have a specified term and provides for Mr. Seeley to receive an initial annualized base wage of $375,000. Mr. Seeley is eligible to receive an annual discretionary bonus, with a target bonus of 30% of base wage and a maximum bonus of 75% of base wage, and to participate in our benefit programs. In September 2017, Mr. pic.twitter.com/DAneycZj7W was increased to $410,000 in connection along with his appointment as our Chief Operating Officer, and his target annual bonus was increased to forty% of base salary, effective for 2018. In February 2019, our compensation committee permitted a rise in base salary for Mr. Seeley, to $422,300.
If stockholders don’t approve this proposal, these grants is not going to be effective, and we will not be able to grant the equity incentives we imagine are necessary to provide retention incentives. Subject to certain exceptions contained within the 2017 Plan, awards underneath the 2017 Plan generally are not transferable by the recipient other than by will or the laws of descent and distribution and are typically exercisable, through the recipient’s lifetime, only by the recipient. Any quantities payable or shares issuable pursuant to an award generally might be paid solely to the recipient or the recipient’s beneficiary or legal consultant. This does not bear in mind the 5,a hundred,000 shares that would be added to the 2017 Plan if stockholders approve this proposal or the 5,104,000 shares topic to options that are contingent on stockholder approval of this proposal. Please see the dialogue under under “Specific Benefits under the 2017 Plan” and “Aggregate Past Grants Under the 2017 Plan” for detailed info on sure awards that we granted that are contingent on stockholder approval of this 2017 Plan proposal in addition to past awards granted underneath the Plans.
The following table units forth info concerning compensation for fiscal years 2018 and 2019 for providers rendered by our named government officers. We keep govt well being programs for the good thing about the named executive officers, and these executives are additionally entitled to participate in our benefit applications that are available to all of our staff, together with our 401 and employee stock purchase plan. Author Bio

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http://www.oprah.comThe compensation committee additionally considers the recommendations of our Chief Executive Officer with respect to the compensation for every executive aside from himself. Our compensation committee doesn’t assign a selected weight to these factors and none of these elements by itself will compel a selected compensation determination.
As of December 31, 2019 and 2018, BVF beneficially owned roughly 12.zero% of our excellent frequent inventory. Matthew D. Perry, a member of our Board, is the President of BVF and portfolio manager for the underlying funds managed by the firm. The foregoing “Summary Compensation Table” must be learn along side the tables and narrative descriptions that observe. The “Outstanding Equity Awards at Fiscal 2019 Year-End” table offers additional data on the named govt officers’ potential realizable value with respect to their fairness awards. The “Potential Payments upon Termination or Change in Control” section provides information on the advantages the named executive officers may be entitled to receive in reference to sure terminations of their employment and/or a change in control.
Nothing in this Section eight.3, however, is intended to adversely affect any categorical impartial proper of such person beneath a separate employment or service contract apart from an award agreement. In any of the occasions referred to in this Section 7.2, the Administrator may take such motion contemplated by this Section 7.2 prior to such occasion to the extent that the Administrator deems the motion necessary to permit the participant to understand the benefits meant to be conveyed with respect to the underlying shares. Without limiting the generality of the foregoing, the Administrator might deem an acceleration and/or termination to happen immediately previous to the applicable event and, in such circumstances, will reinstate the original phrases of the award if an event giving rise to an acceleration and/or termination does not happen. Without limiting the previous paragraph, in connection with any event referred to within the previous paragraph or any change in control occasion outlined in any applicable award agreement, the Administrator may, in its discretion, provide for the accelerated vesting of any award or awards as and to the extent decided by the Administrator in the circumstances.

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For these functions, “target total direct compensation” refers to Dr. Craig’s base salary, target bonus opportunity and equity-based awards granted through the fiscal year . RESOLVED, that the compensation paid to our named government officers, as disclosed on this proxy assertion pursuant to the SEC’s govt compensation disclosure rules , is hereby accredited.
No participant, beneficiary or different individual shall have any proper, title or interest in any fund or in any specific asset of the Corporation or certainly one of its Subsidiaries by reason of any award hereunder. Neither the provisions of this Plan , nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be construed to create, a trust of any type or a fiduciary relationship between the Corporation or considered one of its Subsidiaries and any participant, beneficiary or different individual. To the extent that a participant, beneficiary or other individual acquires a right to obtain fee pursuant to any award hereunder, such proper shall be no larger than the right of any unsecured general creditor of the Corporation.
Our board of administrators believes that the processes it has established for overseeing risk would be effective under quite a lot of leadership frameworks and subsequently don’t materially affect its selection of management construction as described under “Leadership Structure” above. Independent administrators meet in often scheduled periods without management. One of our administrators in workplace on the time of our 2019 Annual Meeting attended such assembly. Mr. Perry’s administration consulting expertise and his experience investing in biotechnology firms have been the primary skills that led the board of directors to conclude that he ought to serve on our board of administrators.

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If stockholders fail to ratify the choice, the audit committee will reconsider whether or to not retain that firm. Even if the choice is ratified, the audit committee in its discretion could direct the appointment of a special impartial registered public accounting firm at any time during the 12 months if the audit committee feels that such a change can be in our and our stockholders’ finest pursuits. The Administrator has accredited certain awards under the 2017 Plan which might be contingent on stockholder approval of this proposal.
Our certificates of incorporation and bylaws present that the variety of our administrators shall be between 5 and 12 persons and shall be mounted by resolution of our board of administrators. outstanding on the document date shall be entitled to one vote per share on all matters to be voted upon on the Annual Meeting. As of the close of enterprise on the report date, there have been seventy three,681,593 shares of our frequent inventory issued and outstanding. Paid services like our Indian proxy server utilise varied strategies, including HTTPS between proxies and target servers, to make sure buyer security. Also, these rotating residential proxies only assist the whitelisted IPs authentication mechanism and you may’t whitelist more than 1 IP regardless of your subscription plan.
Stockholder approval of the amendment is not going to, by itself, trigger any change in our capital accounts. However, any future issuance of further shares of frequent stock authorized pursuant to this proposal would finally result in dilution of current stockholders’ equity pursuits. topic to stockholder approval of Proposal 3 and have an exercise worth equal to $1 per share. These options will vest in accordance with the vesting terms applicable to other annual possibility grants made pursuant to our Director Compensation Policy. The amounts reported within the “Fees Earned or Paid in Cash” column reflect the quantities earned with respect to fiscal 12 months 2019 for the director’s retainer and charges for chairing and/or serving on relevant board committees.
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Payment of awards could also be within the type of money, Common Stock, different awards or combinations thereof as the Administrator shall decide, and with such restrictions as it may impose. The Administrator may also require or permit individuals to elect to defer the issuance of shares or the settlement of awards in money underneath such guidelines and procedures as it could set up under this Plan.

BVF bought 30,000 shares of our Series N-2 Preferred Stock and 6,750 shares of our Series N-three Preferred Stock in such choices. BVF converted 30,000 shares of our Series N-2 Preferred Stock and 6,a hundred seventy five shares of our Series N-three Preferred Stock into approximately 2.7 million shares and 4.1 million shares of our common inventory, respectively.
In accordance with present audit committee coverage and the requirements of the Sarbanes-Oxley Act, all services to be supplied by Ernst & Young LLP are topic to pre-approval by the audit committee or one of its members to whom such authority could every so often be delegated. This consists of audit providers, audit-associated companies, tax providers and different companies. Such pre-approval relates to a selected class or group of providers and is topic to a specific price range. The Sarbanes-Oxley Act prohibits an issuer from acquiring sure non-audit providers from its auditing firm so as to avoid certain potential conflicts of curiosity; we have not lately obtained any of these services from Ernst & Young LLP, and we are able to acquire such services from other service suppliers at aggressive charges. Pursuant to the charter for the audit committee, the audit committee pre-approves all auditing services and permissible non-audit services to be performed by our unbiased registered public accounting agency and the related fees.

We have adopted a procedure referred to as “householding,” which the SEC has permitted. Under this process, stockholders of document who’ve the identical tackle and final name will obtain just one copy of our proxy supplies until we receive contrary directions from one or more of such stockholders. Upon oral or written request, we will ship promptly a separate copy of the proxy materials to a stockholder at a shared tackle to which a single copy of proxy materials was delivered. If you are a useful stockholder, please contact your bank, dealer, trustee or other nominee immediately if you have questions, require extra copies of the proxy supplies, want to receive a number of stories by revoking your consent to householding or wish to request single copies of the proxy supplies in the future.
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