pursuant to COBRA for himself and his eligible dependents, then the Company will reimburse Mr. Delaney for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Mr. Delaney’s termination) until the earlier of (A) a period of eighteen (18) months from the date of termination or (B) the date upon which Mr. Delaney and/or Mr. Delaney’s eligible dependents are no longer eligible for COBRA continuation coverage. If, within the Change of Control Period, Mr. Delaney’s employment is terminated by the Company other than for Cause, death or Disability or Mr. Delaney resigns for Good Reason, Mr. Delaney will be entitled to receive: (i) a lump sum payment equal to one hundred and fifty percent (150%) of the sum of: (A) his base salary, as then in effect, or if greater, at the level in effect immediately prior to the Change of Control, plus (B) his target bonus in effect for the fiscal year in which his termination of employment occurs, (ii) if he elects continuation coverage pursuant to COBRA within the time period prescribed pursuant to COBRA for himself and his eligible dependents, then the Company will reimburse Mr. Delaney for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Mr. Delaney’s termination) until the earlier of (A) a period of eighteen (18) months from the date of termination or (B) the date upon which Mr. Delaney and/or Mr. Delaney’s eligible dependents are no longer eligible for COBRA continuation coverage, and (iii) accelerated vesting as to one hundred percent (100%) of Mr. Delaney’s then outstanding and unvested equity awards to acquire Common Stock.
Payment of any severance payments to Mr. Delaney pursuant to the Delaney Employment Agreement is contingent on his execution and not revoking a separation agreement and release of claims in a form reasonably satisfactory to the Company (the “Delaney Release”), and provided that such Delaney Release becomes effective and irrevocable no later than sixty (60) days following the termination date.
Mr. Delaney, age 48, has served as the Company’s Chief Operating Officer since September 2021. Prior to joining the Company, Mr. Delaney served as the Chief Commercial Officer of Constellation Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company that was acquired by MorphoSys for $1.4 billion, from January 2021 to September 2021. From November 2017 to January 2021, Mr. Delaney served as the Chief Commercial Officer of Immunomedics, Inc., a biotechnology company. Mr. Delaney was employed at Celgene Corporation, now a wholly-owned subsidiary of Bristol Myers Squibb Company, from March 2011 to November 2017, where he most recently served as Vice President, US Commercial Hematology/Oncology. Mr. Delaney’s prior roles at Celgene Corporation include Vice President, Global Marketing, Hematology and Executive Director, Global Marketing, Multiple Myeloma Franchise. Before joining Celgene in 2011, Mr. Delany was the Director of the Global Chronic Myeloid Leukemia (CML) Franchise at Novartis Oncology, a healthcare company. From 2006 to 2011, Brendan held a variety of commercial positions at Novartis Oncology, including serving as U.S. Marketing Lead for the launch of Afinitor in Renal Cell Carcinoma. Mr. Delaney currently serves on the board of directors of BeyondSpring Pharmaceuticals, Inc. (NASDAQ: BYSI). Mr. Delaney received his B.S. in biological sciences from Rutgers University and his M.B.A. in finance from The Stern School of Business at New York University.
Mr. Delaney purchased 20,000 shares of the Company’s common stock (for a purchase price of $250,000) in a private placement transaction that closed on September 26, 2022 (the “PIPE Financing”). Mr. Delaney’s transaction was on the same terms as the other investors who purchased shares in the PIPE Financing pursuant to the Securities Purchase Agreement dated September 22, 2022.
Mr. Delaney has no family relationships with any of the Company’s directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, other than the above PIPE Financing transaction. Other than as described in this Current Report on Form 8-K, there are no arrangements or understandings between Mr. Delaney and any other persons pursuant to which he was appointed as the President and Chief Executive Officer or as a director of the Company.
Neil Desai Employment Agreement
In connection with Dr. Desai’s appointment to Executive Chairman of the Company, on November 8, 2022, the Company entered into an Amended and Restated Executive Employment Agreement (the “Desai Employment Agreement”) with Dr. Desai, effective as of the Effective Date. Pursuant to the terms of the Desai Employment Agreement, Dr. Desai will receive an annual base salary of $624,000 and will be eligible to receive an annual bonus with a target amount equal to 60% of his annual base salary upon achievement of performance objectives to be determined by the Board or its authorized committee in its sole discretion. Dr. Desai will be eligible to participate in employee benefit plans generally available to other senior executives of the Company.
In connection with his appointment and pursuant to the Desai Employment Agreement, the Compensation Committee approved a grant of an option (the “Desai Option”) to purchase 150,000 shares of Common Stock under the Plan, effective as of the Effective Date. The Desai Option will have an exercise price equal to the closing price of the Company’s Common Stock in trading on the Nasdaq on the first trading day following the Effective Date. The shares of Common Stock subject to the Desai Option will vest as to 25% on January 1, 2024, and 1/48th of the total shares of Common Stock subject to the Desai Option will vest on the 1st of each month thereafter, so that the Desai Option will be fully vested on the four year anniversary of the Effective Date, subject to Dr. Desai continuing to provide services to the Company through the relevant vesting dates.