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


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

(e) Second Amended and Restated Advisory Services Agreement between the Company

and B. Lynne Parshall

As Ionis Pharmaceuticals, Inc. (the "Company") previously reported on its Current Report on Form 8-K filed on January 16, 2018, B. Lynne Parshall, who was with the Company for 27 years and was the Company's former Chief Operating Officer, became a Senior Strategic Advisor to the Company effective January 2018. The Company and Ms. Parshall entered into a Strategic Advisory Services Agreement on January 16, 2018, which was amended and restated on March 22, 2019. On January 9, 2020, the Company entered into a second amended and restated Strategic Advisory Services Agreement with Ms. Parshall (the "Second Amended and Restated Advisory Services Agreement").

Pursuant to the Second Amended and Restated Advisory Services Agreement, Ms. Parshall will receive annual compensation of $300,000 for services we expect Ms. Parshall to provide in the fiscal year ending December 31, 2020. If Ms. Parshall provides more than seventy-three full days of service in fiscal year ending December 31, 2020, she will receive additional compensation of $5,000 per day to be paid at the end of 2020. Ms. Parshall will not be eligible for a performance bonus for services provided under the Second Amended and Restated Advisory Services Agreement. Payment for services after 2020 will be set by mutual written agreement between the Company and Ms. Parshall.

Ms. Parshall will continue to serve on the board of directors of the Company and Akcea Therapeutics, Inc. ("Akcea"), a subsidiary of the Company. Ms. Parshall will receive for her board service the same compensation as the Company and Akcea provide their other nonemployee directors. If in the future Ms. Parshall ends her board of director service for the Company, for 18 months following such date, the Company will pay Ms. Parshall's COBRA premium payments, or if COBRA is not available, an amount equal to the cost of comparable health insurance coverage. The Second Amended and Restated Advisory Services Agreement will continue until terminated by the Company or Ms. Parshall upon 120 days' advance written notice.

The foregoing summary of the Second Amended and Restated Advisory Services Agreement does not purport to be complete and is qualified in its entirety by reference to the Second Amended and Restated Advisory Services Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



   10.1   Second Amended and Restated Advisory Services Agreement dated January 9,
          2020.



  104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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