17 unchanged sentences
Other Information
+Added: During the quarter ended December 31, 2023, none of the Company’s directors or officers adopted or terminated any “Rule 10b5-1 trading arrangements” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
−Removed: Information required by this Item is incorporated herein by reference to the sections titled “Information about our Executive Officers,” “Election of Class III Directors,” “Corporate Governance Standards and Director Independence” and “Security Ownership of Certain Beneficial Owners and Management” in our Definitive Proxy Statement with respect to our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
+Added: Information required by this Item is incorporated herein by reference to the sections titled “Information about our Executive Officers,” “Election of Class I Directors,” “Corporate Governance Standards and Director Independence” and “Security Ownership of Certain Beneficial Owners and Management” in our Definitive Proxy Statement with respect to our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
With regard to the information required by this item regarding compliance with Section 16(a) of the Exchange Act, we will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement related to the 2024 Annual Meeting of Stockholders, and such disclosure, if any, is incorporated herein by reference.
Executive Compensation
−Removed: Information required by this Item is incorporated herein by reference to the section titled “Executive Compensation,” “Election of Class III Directors,” and “Corporate Governance Standards and Director Independence” in our Definitive Proxy Statement with respect to our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
+Added: Information required by this Item is incorporated herein by reference to the section titled “Executive Compensation,” “Election of Class I Directors,” and “Corporate Governance Standards and Director Independence” in our Definitive Proxy Statement with respect to our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
16 unchanged sentences
3.1 Amended and Restated Certificate of Incorporation, as currently in effect.
−Removed: 10-Q 001-37985 3.1 May 12, 2017
+Added: 10-Q 001-37985 10.26 August 7, 2023
3.2 Restated Bylaws, as currently in effect.
12 unchanged sentences
S-1 333-206849 10.4 January 17, 2017
−Removed: 10.5* Employment Agreement, effective as of January 1, 2012, by and between the Registrant and Hamza Suria, as amended.
−Removed: 10-K 001-37985 10.5 March 5, 2018
−Removed: 10.6 Antibody Generation Agreement, dated December 22, 2011, by and between the Registrant and Celgene Corporation, as modified.
−Removed: S-1 333-206849 10.9 December 28, 2016
Collaboration and Exclusive License Agreement, dated March 10, 2014, by and among the Registrant, TESARO, Inc.
1 unchanged sentence
S-1 333-206849 10.10 May 10, 2016
−Removed: 10.8+ License Agreement, dated August 30, 2006, by and between the Registrant and Medical Research Council, as amended.
−Removed: S-1 333-206849 10.12 September 9, 2015
−Removed: 10.9+ Non-Exclusive Research and Commercial License Agreement, dated May 15, 2009, by and between the Registrant and Millipore Corporation.
−Removed: S-1 333-206849 10.13 September 9, 2015
10.6 Wateridge Lease Agreement.
10-Q 001-37985 10.16 May 6, 2020
−Removed: 10.11* Amended and Restated Employment Agreement, effective April 25, 2022, by and between the Registrant and Eric Loumeau
−Removed: 8-K 001-37985 10.2 April 29, 2022
−Removed: Incorporated by reference
−Removed: Number Description of Document Form File No.
−Removed: Exhibit Filing
+Added: Amended and Restated Employment Agreement, effective May 8 , 202 3 , by and between the Registrant and Eric Loumeau
+Added: 001-37985 10.25 May 11, 2023
Amended and Restated Employment Agreement, effective April 25, 2022, by and between the Registrant and Dennis Mulroy
11 unchanged sentences
8-K 001-37985 2.1 December 1, 2021
+Added: Incorporated by reference
+Added: Number Description of Document Form File No.
+Added: Exhibit Filing
10.14 Amendment No.
1 unchanged sentence
10-K 001-37985 10.19 March 7, 2022
−Removed: 10.19* Employment Agreement, effective March 21, 2022, by and between the Registrant and Daniel Faga
−Removed: 10-Q 001-37985 10.20 May 4, 2022
−Removed: 10.20* Separation Agreement, effective March 20, 2022, by and between the Registrant and Hamza Suria
−Removed: 10-Q 001-37985 10.21 May 4, 2022
−Removed: 10.21* Consulting Agreement, effective March 21, 2022, by and between the Registrant and Hamza Suria
−Removed: 10-Q 001-37985 10.22 May 4, 2022
+Added: Amended and Restated Employment Agreement, effective August 4 , 202 3 , by and between the Registrant and Daniel Faga
+Added: 10-Q 001-37985 10.27 November 2, 2023
Purchase and Sale Agreement, dated September 9, 2022, by and between the Registrant and DRI Healthcare Acquisitions L.P.
2 unchanged sentences
10-Q 001-37985 10.24 November 8, 2022
+Added: License Agreement , dated November 24, 2023, by and between the Re gistrant a nd Centessa Pharmaceuticals (UK) Limited
+Added: Amendment No.
+Added: 5 to Tesaro AnaptysBio Collaboration
21.1 Subsidiaries of the Registrant.
7 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
+Added: 97 P olicy Relating to Recovery of Errone ously Awarded Compensation .
XBRL Report Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Inline XBRL Taxonomy Extension Schema Document
−Removed: Incorporated by reference
−Removed: Number Description of Document Form File No.
−Removed: Exhibit Filing
Inline XBRL Taxonomy Calculation Linkbase Document
14 unchanged sentences
/s/ Daniel Faga
−Removed: Interim President and Chief Executive Officer
+Added: President and Chief Executive Officer
POWER OF ATTORNEY
2 unchanged sentences
Signature Title Date
−Removed: /s/ Daniel Faga Interim President, Chief Executive Officer and Director
+Added: /s/ Daniel Faga President, Chief Executive Officer and Director
Daniel Faga (Principal Executive Officer) March 11, 2024
3 unchanged sentences
Dennis Fenton, Ph.D.
−Removed: Hamill Director March 1, 2023
+Added: /s/ Rita Jain
+Added: Director March 11, 2024
+Added: Rita Jain, M.D
/s/ Magda Marquet Director March 11, 2024
2 unchanged sentences
Oleg Nodelman
+Added: /s/John Orwin
+Added: March 11, 2024
/s/ Hollings Renton Director March 11, 2024
1 unchanged sentence
/s/ John Schmid Director March 11, 2024
−Removed: Topper Director March 1, 2023
−Removed: Topper, M.D., Ph.D.
Anthony Ware Director March 11, 2024
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.