Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.




(b)(d)

On January 25, 2021, we appointed Marianne De Backer, Ph.D., to our Board of Directors (the "Board") as a Class I director with a term ending at our annual meeting of stockholders to be held in 2021. Dr. De Backer was also appointed as a member of the Compensation Committee of the Board. Also on January 25, 2021, Rebecka Belldegrun, M.D. resigned from the Board. Dr. Belldegrun's resignation was not the result of any disagreement with us on any matter related to our operations, policies or practices.

In accordance with our non-employee director compensation policy, Dr. De Backer received an initial option grant to purchase 41,200 shares of our common stock. The option vests in a series of three annual installments over the three-year period measured from the date of grant. Dr. De Backer is also eligible to receive an annual retainer of $35,000 for her service on the Board, an additional annual retainer of $5,000 for her service on the Compensation Committee of the Board, and an annual option grant on the date of each of our annual stockholder meetings.

We have also entered into our standard form of indemnity agreement for directors and officers with Dr. De Backer.

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