UNITED STATES
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FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 6, 2020, Michael Kavanaugh, M.D., SVP, Chief Scientific Officer, Head of Research and Non-Clinical Development of CytomX Therapeutics, Inc. (the “Company”) and the Company agreed on the terms of his retirement from his position, effective December 1, 2020. In connection with his retirement, the Company will enter into a Separation Agreement with Dr. Kavanaugh (the “Separation Agreement”) that provides economic payments consistent with the terms of his Amended and Restated Severance and Change of Control Agreement dated as of March 25, 2019 and filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2019. The Separation Agreement also will include a general release of claims against the Company. In addition, the Company will enter into a consulting arrangement (the “Consulting Agreement”) with Dr. Kavanaugh, effective December 14, 2020, pursuant to which he will serve for six months as a special advisor to the Company at a rate of $250 per hour, and will serve on the Company’s scientific advisory board for an indeterminate period. For service on the scientific advisory board, he will be paid $15,000 per year and receive an option under the Company’s 2019 Equity Incentive Plan to purchase 12,000 shares of the Company’s common stock.
The foregoing descriptions of the Separation Agreement and the Consulting Agreement are qualified in their entirety by reference to the full text of the Separation Agreement and the Consulting Agreement which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the year ending December 31, 2020.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 6, 2020 | CYTOMX THERAPEUTICS, INC. | |||||
| By: | /s/ Lloyd Rowland | |||||
| Lloyd Rowland | ||||||
| SVP, General Counsel | ||||||