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

On January 5, 2021, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Selwyn M. Vickers, M.D., to join the Board, effective as of January 5, 2021. Dr. Vickers will serve as a Class I director until his term expires at the 2021 annual meeting of stockholders at which time he will stand for election by the Company's stockholders. The Board determined that Dr. Vickers is independent under the listing standards of Nasdaq. Dr. Vickers was also appointed to serve on the Audit Committee of the Board. The Board has determined that Dr. Vickers meets the requirements for independence of audit committee members under the applicable listing standards of Nasdaq and the Securities Exchange Act of 1934, as amended. Effective as of January 5, 2021, the Audit Committee of the Board is composed of Dr. Vickers, Peter Wirth, J.D., Marsha Fanucci and Wayne A.I. Frederick, M.D. The composition of the Compensation Committee and the Nominating and Corporate Governance Committee remains unchanged.

As a non-employee director, Dr. Vickers will receive cash compensation and an equity award for his Board service in accordance with the Company's Amended and Restated Non-Employee Director Compensation Policy. Dr. Vickers is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Dr. Vickers and any other persons pursuant to which he was selected as a director. In addition, Dr. Vickers has entered into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors.

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