TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION
The following is a summary of transactions since January 1, 2019, to which we have been a participant in which the amount involved exceeded or will
exceed $120,000, and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest, other
than compensation arrangements which are described in the sections titled Executive Compensation and Director Compensation.
Related-Person Transactions & SEC Compliance Policy
In connection with our initial public offering, we adopted a written Related-Person Transactions & SEC Compliance Policy that sets forth our policies
and procedures regarding the identification, review, consideration and approval or ratification of related-person transactions. For purposes of our policy only, a related-person transaction is a transaction, arrangement or
relationship (or any series of similar transactions, arrangements or relationships) in which we and any related person are, were or will be participants involving an amount that exceeds $120,000. Transactions involving compensation for
services provided to us as an employee, director, consultant or similar capacity by a related person are not covered by this policy. A related person is any executive officer, director, or holder of 5% or more of our capital stock, including any of
their immediate family members, and any entity owned or controlled by such persons.
Under the policy, where a transaction has been identified as a
related-person transaction, management must present information regarding the proposed related-person transaction to the Audit Committee (or, where Audit Committee approval would be inappropriate, to another independent body of the Board of
Directors) for consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction, and
whether any alternative transactions were available. To identify related-person transactions in advance, we rely on information supplied by our executive officers, directors and certain significant stockholders. In considering related-person
transactions, the Audit Committee takes into account the relevant available facts and circumstances including, but not limited to (a) the risks, costs, and benefits to us, (b) the impact on a directors independence in the event the
related person is a director, immediate family member of a director, or an entity with which a director is affiliated, (c) the terms of the transaction, (d) the availability of other sources for comparable services or products, and
(e) the terms available to or from, as the case may be, unrelated third parties, or to or from employees generally. In the event a director has an interest in the proposed transaction, the director must recuse himself or herself from the
deliberations and approval. The policy requires that, in determining whether to approve, ratify, or reject a related-person transaction, the Audit Committee consider, in light of known circumstances, whether the transaction is in, or is not
inconsistent with, the best interests of us and our stockholders, as the Audit Committee determines in the good faith exercise of its discretion.
Participation in our Initial Public Offering
Entities affiliated with The Column Group, a holder of 5% or more of our capital stock that is affiliated with Dr. Goeddel, a member of our Board of
Directors, and Mr. Svennilson, a nominee to be a member of our Board of Directors, purchased an aggregate of 625,000 shares of our common stock in our initial public offering in November 2019. Entities affiliated with Topspin Fund, LP, a holder
of 5% or more of our capital stock, purchased an aggregate of 415,000 shares of our common stock in our initial public offering. Brian Wong, our President and Chief Executive Officer, purchased 25,000 shares of our common stock in our initial public
offering. William Rieflin and Wendye Robbins, members of our Board of Directors, purchased 8,000 and 1,600 shares of our common stock, respectively, in our initial public offering. The shares were offered and sold on the same terms as the other
shares offered and sold to the public.
Amended and Restated Investors Rights Agreement
We entered into an amended and restated investors rights agreement with certain holders of our convertible preferred stock, including certain holders of
5% or more of our capital stock and entities with which certain of
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