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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-02-27 · 31 added, 32 removed, 175 unchanged (26% of the section changed)

10 unchanged sentences

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the year ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There has been no change in our internal control over financial reporting during the quarter ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Controls

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RSM US LLP, our independent registered public accounting firm, has audited our financial statements for the year ended December 31, 2023 and has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, which is included in Item 8 of this Annual Report.

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Other Information

On February [23], 2023, the Board of Directors of the Company amended and restated the Company’s Amended and Restated Bylaws (as so further amended and restated, the “Bylaws”) to, among other things, update certain procedural requirements relating to director nominations by shareholders in light of the adoption and effectiveness of Rule 14a-19 promulgated under the Securities Exchange Act of 1934 (“Rule 14a-19”), which generally requires the use of universal proxy cards in director contests.

The Bylaws also includes certain immaterial conforming, technical and non-substantive changes.

The Bylaws, and the changes implemented thereby, were effective immediately upon adoption by the Board.

As amended and restated, Article II I of the Bylaws provides that a shareholder’s written notice to the Secretary of the corporation in respect of a nomination of one or more persons for election to the Board of Directors must, among other things, (i) comply with the requirements of Rule 14a-19 and (ii) include all information required by Rule 14a-19.

The foregoing summary of the amendments effectuated by the amendment and restatement of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as Exhibit 3.2 to this report and incorporated by reference herein .

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During the fiscal quarter ended December 31, 2023, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

Directors, Executive Officers and Corporate Governance

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We will promptly disclose on our website (i) the nature of any amendment to the policy that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and (ii) the nature of any waiver, including an implicit waiver, from a provision of the policy that is granted to one of these specified individuals that is required to be disclosed pursuant to SEC rules and regulations, the name of such person who is granted the waiver and the date of the waiver.

The other information required by this item and not set forth below will be set forth in our 2023 Annual Meeting of Stockholders (Proxy Statement) to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2022 and is incorporated herein by reference.

Audit Committee

The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.

The other information required by this item and not set forth above will be set forth in our 2024 Annual Meeting of Stockholders (Proxy Statement) to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023 and is incorporated herein by reference.

Executive Compensation

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Report of Independent Registered Public Accounting Firm (RSM US LLP)

Balance Sheets

Statements of Comprehensive Income (Loss)

Statements of Stockholders’ Equity

Statements of Cash Flows

Notes to Financial Statements

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Consolidated Balance Sheets

Consolidated Statements of Income (Loss)

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Financial Statement Schedules.

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3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 11, 2013).

3.2 Second Amended and Restated Bylaws of the Company

3.2 Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's 10-K filed with the SEC on February 27, 2023).

4.1 Form of Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1, as amended (File No.

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333-191689), originally filed with the SEC on October 11, 2013).

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10.8* Amended and Restated Change in Control Agreement, dated September 5, 2013, by and between the Company and John J.

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Hoffman-La Roche LTD (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the SEC on May 9, 2019).

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10.22* Employment Agreement dated August 5, 2019 by and between the Company and Celia Eckert (incorporated by reference to Exhibit 10.33 to the Company’s Form 10-K filed with the SEC on February 25, 2020).

10.23* Employment Agreement dated November 13, 2019 by and between the Company and Dr.

Allen Yang, M.D., Ph.D.

(incorporated by reference to Exhibit 10.34 to the Company’s Form 10-K filed with the SEC on February 25, 2020).

10.23 Third Amendment to Lease, dated April 30, 2020, by and between the Company and 111 Lemon Investors LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the SEC on August 5, 2020).

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Collaboration and License Agreement, dated October 1, 2021, by and between the Company and Janssen Biotech, Inc.

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(incorporated by referen ce to Exhibit 10.39 to the Company's Form 10-K filed wi t h the SEC on February 24, 2022).

10.36 First Amendment to Office Lease, dated May 19, 2022, by and between the Company and PRII High Bluffs LLC and Collins Corporate Center Partners, LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed with the SEC on August 3, 2022).

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(incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed with the SEC on November 7, 2022).

10.39 Sixth Amendment to Lease, dated November 14, 2022, by and between the Company and 111 Lemon Investors LLC.

10.38 Sixth Amendment to Lease, dated November 14, 2022, by and between the Company and 111 Lemon Investors LLC (incorporated by reference to Exhibit 10.

39 to the Company's Form 10-K filed with the SEC on February 27, 2023) .

10.39 Xencor, Inc.

Amended and Restated Non-Employee Director Compensation Policy.

Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.40 to the Company's Form 10-K filed with the SEC on February 27, 2023) .

10.40 Option and License Agreement, dated January 28, 2013, by and between the Company and Alexion Pharmaceuticals, Inc.

1 unchanged sentence

333 191689), originally filed with the SEC on October 11, 2013).

10.42† First Amendment to Option and License Agreement dated June14, 2019 by and between the Company and Alexion Pharma Holding (as successor to Alexion Pharmaceuticals, Inc.)

10.43† Second Amendment to Option and License Agreement dated November 28, 2022 by and between the Company and Alexion Pharma International Operations Limited (as successor to Alexion Pharmaceuticals, Inc.).

First Amendment to Option and License Agreement dated June14, 2019 by and between the Company and Alexion Pharma Holding (as successor to Alexion Pharmaceuticals, Inc.) (in corporated by reference to Exhibit 10.42 to the Company 's Form 10-K filed with the SEC on February 27, 2023).

Second Amendment to Option and License Agreement dated November 28, 2022 by and between the Company and Alexion Pharma International Operations Limited (as successor to Alexion Pharmaceuticals, Inc.) (incorporated by reference to Exhibit 10.43 to the Company's Form 10-K filed with the SEC on Feb ruary 27, 2023) .

10.43 Sales Agreement dated February 27, 2023 by and between the Registrant and SVB Securities LLC (incorporated by reference in Exhibit 1.2 to the Company's Form S-3ASR filed with the SEC on February 27, 2023).

2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 99.1 to the Registrant’s Definitive Proxy Statement on Schedule 14A for the 2023 Annual Meeting of Stockholders of the Registrant, filed with the SEC on April 26, 2023).

10.45 First Amendment to Collaboration and License Agreement, dated January 30, 2023, by and between the Company and Janssen Biotech, Inc.

(i ncorporated by reference in Exhibit 10.1 to t he Company 's Form 10-Q filed with the SEC on August 3, 2023).

Executive Employment Agreement Addendum dated November 7, 2023 by and between the Company and Celia Eckert (incorporated by reference in Exhibit 10.1 to the Company's Form 10-Q filed with the SEC on November 8 , 2023) .

Executive Employment Agreement Addendum dated November 7, 2023 by and between the Company and Nancy Valente (incorporated by reference in Exhibit 10.

2 to the Company's Form 10-Q filed with the SEC on November 8, 2023).

Amended and Rest ated Collaboration and License Agreement , executed on November 14, 2 023 and effect ive as of J une 1, 2024 , b y and b etween the Company and Genentech, Inc.

Hoffmann-La Roche Ltd ,

Consent of Independent Registered Public Accounting Firm (RSM US LLP).

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Compensation R ecovery Policy

101.INS XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.

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101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

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104 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

______________________________

# Filed herewith

† We have received confidential treatment for certain portions of this agreement, which have been omitted and filed separately with the SEC pursuant to Rule 406 under the Securities Act of 1933, as amended.

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Form 10-K Summary

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Dagmar Rosa-Bjorkeson

/s/ N ANCY V ALENTE

/s/ B ARBARA K LENCKE

Director February 28, 2024

Nancy Valente

Barbara Klnecke

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.

What changed 10-K

Item 9A. Controls and Procedures