8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 7, 2020

Akcea Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-38137	47-2608175
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
22 Boston Wharf Road 9th Floor Boston, MA		02210
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 207-0202

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which  registered
Common stock	AKCA	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 9, 2020, Akcea Therapeutics, Inc. (the “Company”) announced the appointment of William T. Andrews, M.D., FACP as Chief Medical Officer of the Company.

Dr. Andrews, age 56, joined the Company on July 9, 2020 as Chief Medical Officer. Prior to joining the Company, from October 2017 to July 2020, Dr. Andrews served as Chief Medical Officer of Acer Therapeutics Inc. Prior to joining Acer, Dr. Andrews provided strategic consulting services to rare disease companies from April 2016 to September 2017. Prior to that, he served at Aegerion Pharmaceuticals, Inc., a biopharmaceutical company, as Senior Vice President, Business Development, from May 2014 to January 2016, and as Vice President of Medical Affairs, from April 2012 to May 2014. He has also held roles at Santhera Pharmaceuticals, Sepracor, Inc. and ClinQuest, Inc. Prior to joining the biopharmaceutical industry 20 years ago, Dr. Andrews practiced medicine for seven years full-time and 11 years part-time in the Boston area as a board-certified internist and an attending physician at Brigham and Women’s Hospital, and was on the clinical faculty at Harvard Medical School. Dr. Andrews earned a B.A. in biology from Harvard University and an M.D. from Yale University School of Medicine.

In connection with Dr. Andrews’ appointment as the Company’s Chief Medical Officer, the Company entered into a written offer letter dated June 18, 2020 (the “Offer Letter”) with Dr. Andrews. Pursuant to the Offer Letter, Dr. Andrews is entitled to receive:

• An annual base salary of $460,000, and is eligible to receive an annual performance bonus, with a target bonus amount equal to 50% of his base salary under the Company’s Management by Objectives program;

• A stock option exercisable for up to 250,000 shares of the Company’s common stock, vesting over a four-year period, under the Company’s 2015 Equity Incentive Plan;

• A restricted stock unit award for 37,500 shares of the Company’s common stock, vesting over a four-year period, under the Company’s 2015 Equity Incentive Plan;

• A one-time signing bonus of $25,000, subject to repayment by Dr. Andrews in full to the extent he voluntarily leaves the Company within twelve months of the commencement of his employment, and subject to 50% repayment by Dr. Andrews if he voluntarily leaves the Company after twelve months of the commencement of his employment but before the 24-month anniversary of the commencement of his employment; and

• Eligibility to participate in the Company’s employee benefit plans, subject to the terms of those plans.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the copy of such document filed as Exhibit 10.1 to this Current Report on Form 8-K.

On July 9, 2020, the Company and Dr. Andrews also entered into a severance benefit agreement (the “Severance Benefit Agreement”). Under the terms of the Severance Benefit Agreement, Dr. Andrews will be eligible to receive medical benefit continuation, and a lump sum severance payment equal to (i) 12 months of his then-current base salary if his employment is terminated without cause or by him for good reason, or (ii) if, as a result of a change in control (as defined in the Severance Benefit Agreement) of the Company, his employment is terminated without cause or by him for good reason, 18 months of his then-current base salary plus an amount equal to his target annual cash performance bonus for the year of termination multiplied by a fraction set forth in the Severance Benefit Agreement. In addition, if, in connection with a change in control, an equity award granted to Dr. Andrews is assumed or continued by the acquirer entity but his employment is terminated without cause or by him for good reason, or an equity award granted to Dr. Andrews is not assumed or continued by the acquirer entity (or substituted for a similar award of the acquirer entity), then any unvested portion of the equity award will become vested effective immediately prior to the consummation of such change in control.

The Severance Benefit Agreement will remain in effect as long as Dr. Andrews continues to be employed by the Company. As a condition to receiving payments under the Severance Benefit Agreement, Dr. Andrews is required to return all of the Company’s property and sign an agreement releasing the Company from liability. The foregoing description of the Severance Benefit Agreement does not purport to be complete and is qualified in its entirety by the full text of such document, which is filed as Exhibit 10.2 to this Current Report on Form 8-K.

Dr. Andrews will also be eligible to enter into the Company’s standard form of indemnification agreement.

There are no family relationships between Dr. Andrews and any director or executive officer of the Company, and Dr. Andrews is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing descriptions of the 2015 Equity Incentive Plan and form of indemnification agreement do not purport to be complete and are qualified in their entirety by the full text of the 2015 Equity Incentive Plan and form of indemnification agreement, copies of which are filed as Exhibits 10.2 and 10.3, respectively, to the Company’s Current Report on Form 8-K filed September 5, 2017, both of which are incorporated by into this Item 5.02 by reference herein.

A copy of the Company’s press release regarding Dr. Andrews’ appointment to Chief Medical Officer of the Company is attached hereto as Exhibit 99.1.

Item 1.01 Entry into a Material Definitive Agreement.

On June 17, 2020, Louis St. L. O’Dea, MB B.Ch. BAO, FRCP(C), former Chief Medical Officer of the Company, notified the Company that he plans to retire and therefore will resign his position as Chief Medical Officer of the Company. Dr. O’Dea’s resignation was effective July 7, 2020.

In connection with the conclusion of his employment with the Company, on July 7, 2020, Dr. O’Dea and the Company entered into a separation agreement (the “Separation Agreement”). Under the Separation Agreement, Dr. O’Dea will receive medical benefit continuation, a lump sum severance payment equal to 12 months of his then-current base salary, and an amount equal to 50% of his 2020 annual bonus based on the Company Performance Factor (CPF) approved by the Board of Directors.

In addition, on July 7, 2020, the Company entered into a consulting agreement (the “Consulting Agreement”) with Dr. O’Dea under which he agreed to provide up to 20 hours per week of consulting services to the Company to support ongoing development and regulatory initiatives and to assist with the transition of his responsibilities as former Chief Medical Officer to his successor, William T. Andrews, M.D., FACP, through December 31, 2020 (the “Consulting Period”). In consideration of such consulting services, the Company has agreed to pay Dr. O’Dea an amount equal to $450.00 per hour and continue the vesting of any equity awards outstanding as of his separation date through the end of the Consulting Period.

The foregoing descriptions of the Separation Agreement and the Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to copies of such documents filed as Exhibit 10.3 and Exhibit 10.4, respectively, to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1	Offer Letter between William Andrews and the Company dated June 18, 2020
10.2	Severance Benefit Agreement between William Andrews and the Company dated July 9, 2020
10.3	Separation Agreement between Louis St. L. O’Dea and the Company dated July 7, 2020
10.4	Consulting Agreement between Louis St. L. O’Dea and the Company dated July 7, 2020
99.1	Press Release dated July 9, 2020

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AKCEA THERAPEUTICS, INC.
Date: July 9, 2020	By:	/s/ Joshua F. Patterson
		Joshua F. Patterson
		General Counsel

EX-10.1

22 Boston Wharf Rd, 9^th floor Boston, MA 02210 www.akceatx.com

June 18, 2020 Exhibit 10.1

William Andrews, MD

Hopkinton, MA 01748

Dear William:

It is my pleasure to extend to you an offer to join Akcea Therapeutics, Inc., as Chief Medical Officer reporting to me. We anticipate your start date will be Tuesday July 7, 2020.

In this position, you will receive an annual base salary of $460,000. You are also eligible for an annual incentive bonus targeted at 50% of your base salary under our current Management by Objectives (MBO) program.

As additional incentive, the Company will grant you 250,000 stock options and 37,500 restricted stock units (RSUs). The exercise price of the options will be equal to the fair market value of the Company’s common stock in accordance with the terms set out in the Akcea equity incentive plan, and the options and restricted stock units will be issued under, and subject to, the terms of the Akcea equity incentive plan. The options will vest 25% on the first anniversary of your Start Date and then in equal monthly installments over the next three years. The RSUs will also vest over four years with 25% vesting annually on each anniversary of your Start Date.

You will also receive a one-time signing bonus of $25,000 which will be made payable to you with your first paycheck. One hundred percent (100%) of this bonus will be paid back to Akcea Therapeutics should you voluntarily leave prior to your 1 year anniversary; fifty percent (50%) of this bonus will be paid back to Akcea Therapeutics should you voluntarily leave between your 1st and 2nd anniversary.

You also have the opportunity to participate in our employee benefits program, outlined in the provided benefits summary. Your vacation will begin accruing at the rate of 3 weeks per year based on your anniversary date.

In addition to the foregoing, you are also entitled to the benefits set forth in the Severance and Equity Award Vesting Acceleration letter provided to you contemporaneous with this offer letter.

This offer is contingent on you signing in the space provided below and signing the attached Employee Confidential Information, Inventions Assignment, Non-Competition and Non-Solicitation Agreement. This offer is also contingent on a favorable background check.

We are very pleased that you have decided to join us, and we look forward to working with you to continue to make Akcea a successful company!

Sincerely,

/s/ Damien McDevitt

Damien McDevitt

Chief Executive Officer

Accepted and agreed:	/s/ William T. Andrews
Confirmed Start Date:	Between July 9 – July 13, 2020

EX-10.2

Exhibit 10.2

AKCEA THERAPEUTICS, INC.

July 9, 2020

William T. Andrews, MD, FACP

Chief Medical Officer

Akcea Therapeutics, Inc.

22 Boston Wharf Road, 9^th Floor

Boston, MA 02210

Re: Severance and Equity Award Vesting Acceleration

Dear William:

We are pleased to inform you that the Compensation Committee of the Board of Directors of Akcea Therapeutics, Inc. (the “Company”) has approved severance and vesting acceleration terms for you, which are described in this letter agreement (the “Agreement”). This Agreement will supersede and replace any prior agreements providing for severance benefits by and between you and the Company.

The vesting acceleration described in Section 2 below will apply to the following equity awards (collectively, the “Equity Awards”):

• your outstanding compensatory equity awards granted to you prior to the date hereof under the 2015 Equity Incentive Plan, as amended (the “2015 Plan”) that are subject to a time-based vesting schedule; and

• unless otherwise expressly provided by the Company at the time of grant, any future compensatory equity awards covering Company common stock, including awards of stock options, restricted stock, restricted stock units or other types of equity awards, as applicable, that the Company may grant to you in the future and that are subject to a time-based vesting schedule.

Capitalized terms used in this Agreement and not defined herein will have the meanings set forth in the applicable equity incentive plan. This Agreement amends the terms of the Equity Awards that have previously been granted to you and are currently outstanding. For purposes of clarity, any compensatory equity awards that are subject to performance-based vesting will not be “Equity Awards” hereunder and will only vest, if at all, in accordance with the terms of the applicable Plan and award agreement.

1. Severance. If you experience a Qualifying Termination (as defined below), then, provided you timely comply with the conditions described in Section 3:

(a) the Company will pay you an amount equal to your then current base salary (disregarding for this purpose, any reduction of your base salary that results in a termination of your employment for Good Reason) payable during the applicable

Severance Period (less payroll deductions and withholdings), payable in a single lump-sum within 60 days after the date of your Qualifying Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment will be made in the second calendar year;

(b) if you timely elect to continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay your COBRA premiums, and any applicable Company COBRA premiums, necessary to continue your then-current coverage until the earliest of (A) the end of the applicable Severance Period, (B) the expiration of your eligibility for the continuation coverage under COBRA and (C) the date you become eligible to enroll in a health insurance plan offered by another employer or entity. You agree to immediately notify the Company in writing of any such enrollment or eligibility for enrollment and the Company’s obligation to pay any COBRA premiums will immediately cease. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot provide the foregoing benefit without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide you with a taxable monthly amount (which amount will be based on the premium for the first month of COBRA coverage hereunder), which payments will be made regardless of whether you elect COBRA continuation coverage. If the Company elects to make such payments in lieu of paying such COBRA premiums, the payments will end on the earliest of the dates specified above; and

(c) if such Qualifying Termination occurs during the Change in Control Period, then the lump-sum payment described in (a) above will also include an amount equal to your target annual cash performance bonus for the year of termination multiplied by a fraction, the denominator of which will be 12 and the numerator of which will be the number of months in the applicable Severance Period.

2. Equity Award Vesting Acceleration.

(a) If, in connection with a Change in Control, (x) an Equity Award is assumed or continued by the successor or acquiror entity in such Change in Control or such Equity Award is substituted for a similar award of the successor or acquiror entity, and (y) you experience a Qualifying Termination within the Change in Control Period, then, provided you timely comply with the conditions described in Section 3 below, you will become vested, effective as of the date that is 60 days following the date of such Qualifying Termination (or, if later, the effective date of such Change in Control) with respect to 100 percent of any then unvested portion of any applicable Equity Award.

(b) If, in connection with a Change in Control, an Equity Award will terminate and will not be so assumed or continued by the successor or acquiror entity in such Change in Control or substituted for a similar award of the successor or acquiror entity, then, you will become vested, with respect to 100 percent of any then unvested portion of any applicable Equity Award, effective immediately prior to, but subject to the consummation of such Change in Control.

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3. Conditions to Receipt of Severance and Equity Award Vesting Acceleration. In order to receive the severance and Equity Award vesting acceleration described in Sections 1 and 2(a), above, you must sign a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in each case in a form and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release must become irrevocable, all within 60 days after your Qualifying Termination. In order to effect the provisions of this Section 3, any termination or forfeiture of any unvested Equity Awards eligible for acceleration of vesting pursuant to Section 2(a) above that otherwise would have occurred on or within 60 days after your Qualifying Termination will be delayed until the 60th day after the date of your Qualifying Termination (but, in the case of any stock option, not later than the expiration date of such stock option specified in the applicable option agreement) and will only occur to the extent such equity awards do not vest pursuant to Section 2(a) above and, for purposes of clarity, no additional vesting of any Equity Award will occur during such 60 day period.

4. Restrictive Covenants. In consideration of the benefits under this Agreement, you will sign Company’s Employee Confidential Information, Inventions Assignment, Non-Competition and Non-Solicitation Agreement.

5. Certain Definitions. For purposes of this Agreement, the following terms have the following meanings:

(a) “Cause” means: (i) any material breach of this Agreement or any other written agreement between you and the Company, if such breach causes material harm to the Company or reasonably threatens to cause such harm; (ii) any material failure to comply with the Company’s written policies or rules, as they may be in effect from time to time during your employment, if such failure causes material harm to the Company, and to the extent it is curable by you, is not cured within 30 days after written notice thereof is given to you by the Company; (iii) commission, conviction of, or a plea of “guilty” or “no contest” to, a felony under the laws of the United States or any State; (iv) any willful, intentional or grossly negligent act having the effect of materially injuring (whether financially or otherwise) the business or reputation of the Company, which to the extent it is curable by you, is not cured within 30 days after written notice thereof is given to you by the Company; or (v) willful misconduct with respect to any of your material duties or obligations under this Agreement, which, to the extent it is curable is not cured within 30 days after written notice thereof is given to you by the Company.

(b) “Change in Control” means the sale of all or substantially all the assets of the Company; any merger, consolidation or acquisition of the Company with, by or into another corporation, entity or person; or any change in the ownership of more than 50% of the voting capital stock of the Company in one or more related transactions, provided, none of the following events will be a Change in Control: (1) acquisitions of capital stock directly from the Company for cash, whether in a public or private offering, (2) distributions of capital stock by the Company’s stockholders, (3) acquisitions of capital stock by or from any employee benefit plan or related trust, or (4) a merger the sole purpose of which is to change the Company’s name and/or state of incorporation.

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(c) “Change in Control Period” means the period commencing on the effective date of a Change of Control and ending 12 months following such date.

(d) “Good Reason” means the occurrence of any of the following events without your consent; provided, that any resignation by you due to any of the following conditions will only be deemed for Good Reason if: (i) you give the Company written notice of the intent to terminate for Good Reason within 90 days following the first occurrence of the condition(s) that you believe constitutes Good Reason, which notice will describe such condition(s); (ii) the Company fails to remedy, if remediable, such condition(s) within 30 days following receipt of your written notice (the “Cure Period”) of such condition(s) from you; and (iii) you actually resign your employment within the first 15 days after expiration of the Cure Period: (a) a material reduction by the Company of your base salary as in effect immediately prior to the reduction; (b) a material reduction by the Company of your annual bonus target as in effect immediately prior to the reduction, provided a compensation plan change that affects similarly all employees at similar levels will not constitute Good Reason; (c) a material reduction in your authority, duties or responsibilities, provided a change in job title or reporting relationship without a reduction in your base salary or annual bonus target will not constitute Good Reason; or (d) relocation of the offices at which you are required to work to a location that would increase your one-way commute by more than 40 miles will not constitute Good Reason. Your death or disability will not constitute a without Cause termination or Good Reason resignation under this Agreement.

(e) “Qualifying Termination” means a termination of your Continuous Service (as defined in the 2015 Plan) either (x) by the Company without Cause or (y) by you with Good Reason. Termination of Continuous Service due to your death or Disability (as defined in the 2015 Plan) will not constitute a Qualifying Termination. For clarity, if you terminate your employment without Good Reason, and the Company unilaterally accelerates your date of termination in connection therewith, such acceleration will not result in a termination by the Company without Cause or a Qualifying Termination hereunder.

(f) “Severance Period” means 12 months, provided that the Severance Period will instead be 18 months to the extent that a Qualifying Termination occurs during the Change in Control period.

6. Section 409A. The payments and benefits under this Agreement are intended to qualify for an exemption from application of Section 409A of the Code (“Section 409A”) or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein will be interpreted accordingly. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A, and to the extent that such payment or benefit is payable upon the termination of your employment, then such payments or benefits will be payable only upon your “separation

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from service.” The determination of whether and when a separation from service has occurred will be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). Notwithstanding anything in this Agreement to the contrary, if at the time of your separation from service, the Company determines that you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you become entitled to under this Agreement on account of your separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment will not be payable and such benefit will not be provided until the date that is the earlier of (A) six months and one day after your separation from service, (B) your death, or (C) such earlier date as permitted under Section 409A without imposition of adverse taxation. If any such delayed cash payment is otherwise payable on an installment basis, the first payment will include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments will be payable in accordance with their original schedule. The Company makes no representation or warranty and will have no liability to you or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, Section 409A.

7. Parachute Payments. If any payment or benefit you would receive from the Company or otherwise in connection with a Change in Control or other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment (a “Payment”) will be equal to the Reduced Amount. The “Reduced Amount” will be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction will occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”).

Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, will be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the

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modification will preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), will be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code will be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code.

Unless you and the Company agree on an alternative accounting firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the change of control transaction triggering the Payment will perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the change of control transaction, the Company will appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company will bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The Company will use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to you and the Company within 15 calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by you or the Company) or such other time as requested by you or the Company.

If you receive a Payment for which the Reduced Amount was determined pursuant to clause (x) of the first paragraph of this Section and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you will promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section, you will have no obligation to return any portion of the Payment pursuant to the preceding sentence.

8. Miscellaneous. This Agreement sets forth the entire understanding between you and the Company with respect to the subject matter hereto and supersedes all prior oral and written agreements, promises and/or representations on that subject. This Agreement is not an agreement of employment and will not confer upon you any right to be retained by or in the employ of the Company and will not interfere in any way with the right of the Company to terminate your employment or service arrangement at any time or for any reason. This Agreement will be binding upon any surviving entity resulting from a Change in Control of the Company and upon any other person who is a successor by merger, acquisition, consolidation or otherwise to the business formerly carried on by the Company without regard to whether or not such person or entity actively assumes the obligations hereunder. The terms of this Agreement, and any action arising hereunder, will be governed by and construed in accordance with the domestic laws of the Commonwealth of Massachusetts without giving effect to any choice of law or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or

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other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts and you hereby expressly consent to the personal jurisdiction and venue of the state and federal courts located in the Commonwealth of Massachusetts for any lawsuit filed there against you by Company arising from or related to this Agreement.

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Except as provided herein, all terms and conditions of your Equity Awards and any other written agreement between you and the Company remain in full force and effect and are not amended by this Agreement.

Please countersign below to acknowledge your receipt of this Agreement and your agreement to the terms described herein.

With best regards,

Akcea Therapeutics, Inc.

/s/ Damien McDevitt

Damien McDevitt, Ph.D.

Chief Executive Officer

Acknowledged and agreed:

/s/ William T. Andrews

William Andrews, MD, FACP

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EX-10.3

Exhibit 10.3

SEPARATION AGREEMENT

This Separation Agreement (this “Agreement”) by and between LOUIS ST. L. O’DEA, MB B.CH. BAO, FRCP(C) (“Employee”) and AKCEA THERAPEUTICS, INC., a Delaware corporation (the “Company”), is made and entered into as of July 7, 2020 (the “Execution Date”) and is effective eight (8) days thereafter (the “Effective Date”), unless Employee rescinds his acceptance of this Agreement as provided in Section 5 below, with reference to the following facts:

The Company and Employee are parties to the Retention Letter between Company and Employee, dated March 16, 2020 (the “Retention Letter”), the Severance and Equity Award Vesting Acceleration Letter dated March 16, 2020 (the “Severance Letter”), and the Consulting Agreement dated July 7, 2020 (the “Consulting Agreement”);

Executive signed an Employee Confidential Information, Inventions Assignment, Non-Competition and Non-Solicitation Agreement with the Company dated November 28, 2017 (the “Non-Competition Agreement”), which contains certain restrictive covenants, applicable before and after the term of his employment with the Company, including a non-competition and non-solicitation covenant and a covenant against the disclosure of confidential information of the Company;

The Employee’s employment with the Company shall terminate effective as of July 7, 2020 (the “Separation Date”), subject to the terms and conditions set forth in this Agreement; and

The Employee and Company desire to enter into this Agreement to memorialize the terms and conditions of Employee’s separation from the Company;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereby agree as follows:

1. Separation Date. Employee’s employment with the Company shall end on the Separation Date. Following the Separation Date, Employee shall not be and shall not represent himself as an employee or agent of the Company. As of the Execution Date, Employee shall be deemed to have resigned (and hereby memorializes such resignation) from each and every other office, position or responsibility in, including as a director and officer of the Company, in which Employee served for the Company and Ionis Pharmaceuticals, Inc. (“Ionis”) and each of their respective affiliates, subsidiaries and divisions.

2. Final Paycheck; Payment of Accrued Wages and Expenses.

(a) Final Paycheck. On the Separation Date, the Company will pay Employee all accrued but unpaid base salary and all accrued and unused vacation earned through the Separation Date, subject to standard payroll deductions and withholdings. Employee is entitled to these payments regardless of whether Employee executes this Agreement.

(b) Business Expenses. The Company shall reimburse Employee for all outstanding expenses incurred on or prior to the Separation Date which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documenting such expenses.

3. Separation Payments and Benefits. Without admission of any liability, fact or claim, the Company hereby agrees, subject to this Agreement becoming effective and irrevocable, as well as Employee’s performance of his continuing obligations pursuant to this Agreement, to provide Employee the severance benefits set forth below (the “Separation Benefit”). Specifically, the Company and Employee agree as follows:

(a) Severance. The Company shall pay to Employee on the first business day after the end of the six-month period following the Separation Date, (i) a lump sum payment in an amount equal to Four Hundred Ninety-Eight Thousand Nine Hundred Eleven ($498,911), which represents twelve (12) months of Employee’s annual base salary at the rate in effect immediately prior to the Separation Date, and (ii) an amount equal to 50% of Employee’s 2020 annual bonus based on the Company Performance Factor (CPF) approved by the Board of Directors.

(b) 10b5-1 Plans. Within five business days after the Effective Date, the Company will deliver a notice to the broker administering Employee’s Company-approved 10B5-1 Trading Plan(s) indicating that Employee may terminate such plan(s) and will direct its stock plan administrator to remove any restrictions on Employee’s trading accounts to enable Employee to trade the Company’s stock in Employee’s sole discretion. Employee acknowledges and agrees that he will only trade in the Company’s stock at such times as Employee is not in possession of material, non-public information regarding the Company.

(c) Healthcare Continuation Coverage. If Employee timely elects to receive continued healthcare coverage (health, dental and vision) pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall directly pay, or reimburse, Employee’s COBRA premiums, and any applicable Company COBRA premiums necessary to continue Employee’s coverage as in effect on the Separation Date, such payment or reimbursement to continue until the earlier of (i) the last day of the twelfth (12^th) month anniversary following the Separation Date; or (ii) the date Employee first becomes eligible after the Separation Date to enroll in a group health insurance plan offered by another employer or entity in connection with Employee’s provision of services to such employer or entity. Employee agrees to immediately notify the Company in writing of any such enrollment or eligibility for enrollment and the Company’s obligations to pay any COBRA premiums for all periods after the effective date of such enrollment or eligibility will cease. Except as provided in this Agreement, Employee acknowledges that he shall be solely responsible for all matters relating to Employee’s continuation of coverage pursuant to COBRA, including, without limitation, Employee’s election of such coverage and his timely payment of his share of the applicable premiums.

(d) Taxes. Employee understands and agrees that all payments under this Section 3 will be subject to appropriate tax withholding and other deductions. To the extent any taxes may be payable by Employee for the benefits provided to him by this Section 3 beyond those withheld by the Company (including taxes withheld under Section 3(b)), Employee agrees to pay them himself and to indemnify and hold the Company and the other entities released herein harmless for any tax claims or penalties, and associated attorneys’ fees and costs, resulting from any failure by him to make his required payments.

The terms of this Agreement shall be construed and administered in a manner calculated to satisfy the short-term deferral exception under Treas. Reg. Section 1.409A-1(b) (4); the separation pay plan exception under Treas. Reg. Section 1.409A-1(b)(9)(iii); and/or the welfare benefit exception under Treas. Reg. 1.409A-1(b)(9)(v) to Internal Revenue Code Section 409A and the applicable regulations and guidance promulgated thereunder (“Section 409A”). Any reference in this Agreement to a separation from or termination of employment (or similar term) means a “separation from service” as defined in Section 409A and the applicable guidance issued thereunder. If and to the extent that this Agreement fails to satisfy an exception to Section 409A, it will be construed and administered in accordance therewith to the maximum extent permitted by law. If payment of any amount subject to Section 409A is triggered by a separation from service that occurs while Employee is a “specified employee” (as defined by Section 409A) with, and if such amount is scheduled to be paid within six (6) months after such separation from service, the amount shall accrue without interest and shall be paid the first business day after the end of such six-month period, or, if earlier, within 15 days after the appointment of the personal representative or executor of Employee’s estate following his death. All rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits for purposes of applying Section 409A. If any payment subject to Section 409A is contingent on the delivery of a release by Employee and could occur in either of two years, the payment will occur in the later year. Nothing in this Agreement shall be construed as a guarantee of any particular tax treatment to Employee. Employee shall be solely responsible for the tax consequences with respect to all amounts payable under this Agreement, and in no event shall the Company have any responsibility or liability if this Agreement does not meet any applicable requirements of Section 409A.

(e) Sole Separation Benefit. Employee agrees that the payments provided by this Section 3 are not required under the Company’s normal policies and procedures and are provided as a severance solely in connection with this Agreement. Employee acknowledges and agrees that the payments referenced in this Section 3 constitute adequate and valuable consideration, in and of themselves, for the promises contained in this Agreement. Employee acknowledges and agrees that the Separation Benefit is not intended to and does not constitute a severance plan or confer a benefit on anyone other than the parties.

4. Full Payment. Employee acknowledges that the payment and arrangements herein shall constitute full and complete satisfaction of any and all amounts properly due and owing to Employee as a result of his employment with the Company and the termination thereof, including, but not limited to, salary, wages, bonuses, accrued vacation/paid time off, notice periods, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, additional stock options, vesting, and any and all other benefits and compensation due to Employee. For purposes of clarity, subject to the terms of the applicable Company equity plans and the equity agreements between the Company and Employee (the “Equity Agreements”), Employee retains his rights to any and all of his stock options, restricted stock units and common stock held by Employee as of the Separation Date (collectively, “Equity”).

5. Employee’s Release of Claims. Employee hereby agrees and acknowledges that by signing this Agreement and accepting the severance payments to be provided to him, and other good and valuable consideration provided for in this Agreement, Employee is waiving his right to assert any form of legal claim against the Company¹ of any kind whatsoever from the beginning of time through the Effective Date. Employee’s waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and any other costs) against the Company, up through the Effective Date.

Without limiting the foregoing general waiver and release of claims, Employee specifically waives and releases the Company from any Claim arising from or related to Employee’s employment relationship with the Company or the termination thereof, including, without limitation:

(i) Claims under any state or federal discrimination, fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the Effective Date) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, national origin, age, gender, marital status, disability, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the federal Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act and any similar Massachusetts or other state statute.

(ii) Claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Effective Date) relating to wages, hours or any other terms and conditions of employment. Without limitation, specifically included in this paragraph are any Claims arising under the Fair Labor Standards Act, the Family and Medical Leave Act of 1993, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any similar Massachusetts or other state statute.

(iii) Claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence.

(iv) Any other Claim arising under state or federal law.

¹  For purposes of this release of claims, the term “Company” shall include Akcea Therapeutics, Inc. and its divisions, affiliates, parents and subsidiaries, and their respective officers, directors, shareholders, owners, employees and assigns.

Notwithstanding the foregoing, this Section shall not release the Company from any obligation expressly set forth in this Agreement, nor is Employee releasing any claims to vested benefits (e.g., Employee’s vested 401(k) balance), his rights to his Equity and/ or to any rights to indemnification that Employee may have pursuant to insurance policy, Company by-law, charter or operating agreement, and/or applicable law.

Employee and the Company acknowledge that Employee is over the age of 40 and that Employee, therefore, has specific rights under the Age Discrimination in Employment Act (“ADEA”) and the Older Workers Benefit Protection Act (the “OWBPA”), which prohibit discrimination on the basis of age. It is the Company’s desire and intent to make certain that Employee fully understands the provisions and effects of this Agreement, which includes a release of claims under the ADEA and OWBPA. To that end, Employee has been encouraged and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Agreement. Consistent with the provisions of the ADEA and OWBPA, the Company also is providing Employee with twenty-one (21) days in which to consider and accept the terms of this Agreement by signing below and returning it to the Company at the address below. Employee may rescind his assent to this Agreement if, within seven (7) days after Employee signs this Agreement, Employee delivers by hand or sends by mail (certified, return receipt and postmarked within such seven (7) day period) a notice of rescission to the Company at 22 Boston Wharf Road, 9^th Floor, Boston, MA 02210.

Also, consistent with the provisions of the ADEA, nothing in this release shall be deemed to prohibit Employee from challenging the validity of this release. Employee understands that nothing in this Agreement shall in any way limit or prohibit Employee from engaging for a lawful purpose in any Protected Activity, provided, however, that Employee agrees not to seek or accept any monetary award from such a proceeding (except with respect to proceedings before the Securities and Exchange Commission). For purposes of this Agreement, “Protected Activity” shall mean filing a charge, complaint, or report with, or otherwise communicating with, cooperating with or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“Government Agencies”). Employee understands that in connection with such Protected Activity, Employee is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information to any parties other than the relevant Government Agencies. Employee further understands that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications, and that any such disclosure without the Company’s written consent shall constitute a material breach of this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret

law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

Employee acknowledges that he has carefully read and understands the scope and effect of the provisions of this Agreement, has been advised to consult with an attorney and that he has had the opportunity to do so. Employee has not relied upon any representations or statements made by the Company that are not specifically set forth in this Agreement.

Employee acknowledges and agrees that, but for providing this waiver and release of claims, Employee would not be receiving the severance being provided to him under this Agreement.

6. Non-Disparagement, Transition, Transfer of Company Property and Non-Competition Agreement. Both parties further agree that:

(a) Mutual Non-Disparagement. Employee agrees that he will not make any public media statements with respect to the Company without the prior approval of the Company and that he will not disparage or knowingly make false or defamatory statements about the Company or Ionis, or their respective directors, officers, or affiliates in any manner whatsoever (including through the use of any social networking sites, blogs, forums or any similar medium, including in response to inquiries from other users of such medium) whether directly or indirectly through a third party. The Company agrees to instruct its senior corporate executives having the position of Vice President or above and the current members of its Board of Directors not to disparage or knowingly make false or defamatory statements regarding Employee. This Section shall not apply to communications required by law, or that are otherwise privileged as a matter of law. Employee’s non-disparagement obligations under this Section do not interfere with or restrict his ability to communicate with any federal, state, or local agency, including any with which a charge has been filed.

(b) Transfer of Company Property. On or before the Separation Date, Employee shall turn over to the Company all files, memoranda, records, and other documents, and any other physical or personal property which are the property of the Company and which he had in his possession, custody or control at the time he signed this Agreement.

(c) Continuation of Non-Competition Agreement Prior Covenants. Employee acknowledges and agrees that he is bound by and will strictly comply with the terms of the Non-Competition Agreement, including but not limited to the terms of Sections 1,2,7,8 and 15 of the Non-Competition Agreement and all related enforcement provisions which by their terms survive any termination of employment.

7. Employee Representations; Company Representations. Employee warrants and represents that (a) he has not filed or authorized the filing of any complaints, charges or lawsuits against the Company or any affiliate of the Company with any governmental agency or court, and that if, unbeknownst to Employee, such a complaint, charge or lawsuit has been filed on his behalf, he will immediately cause it to be withdrawn and dismissed, (b) he has reported all hours worked as of the date of this Agreement and has been paid all compensation, wages, bonuses, commissions, and/or benefits to which he may be entitled and no other compensation, wages, bonuses, commissions and/or benefits are due to him, except as provided in this Agreement, (c) he has no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act or any similar state law, (d) the execution, delivery and performance of this Agreement by Employee does not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Employee is a party or any judgment, order or decree to which Employee is subject, and (e) upon the execution and delivery of this Agreement by the Company and Employee, this Agreement will be a valid and binding obligation of Employee, enforceable in accordance with its terms. The Company represents that it is not aware of any facts or circumstances upon which it intends to assert, or is actively considering asserting, a claim against Employee arising out of or relating to his employment or the termination of that employment, and (ii) upon the execution and delivery of this Agreement by the Company and Employee, this Agreement will be a valid and binding obligation of the Company, enforceable in accordance with its terms.

8. No Assignment by Employee. Employee warrants and represents that no portion of any of the matters released herein, and no portion of any recovery or settlement to which Employee might be entitled, has been assigned or transferred to another person, firm or corporation not a party to this Agreement, in any manner, including by way of subrogation or operation of law or otherwise. If any claim, action, demand or suit should be made or instituted against the Company or any other releasee because of any actual assignment, subrogation or transfer by Employee, Employee agrees to indemnify and hold harmless the Company and all other releasees against such claim, action, suit or demand, including necessary expenses of investigation, attorneys’ fees and costs. In the event of Employee’s death, this Agreement shall inure to the benefit of Employee and Employee’s executors, administrators, heirs, distributees, devisees, and legatees. None of Employee’s rights or obligations may be assigned or transferred by Employee, other than Employee’s rights to payments hereunder, which may be transferred only upon Employee’s death by will or operation of law.

9. Confidentiality. Employee and the Company mutually agree to maintain in complete confidence the existence of this Agreement, the contents and terms of this Agreement, and the consideration for this Agreement (hereinafter collectively referred to as “Separation Information”) provided that nothing herein shall prevent the Company from meeting its obligations under applicable law or binding agreements. Except as required by law, Employee may disclose Separation Information only to Employee’s immediate family members, the Court in any proceedings to enforce the terms of this Agreement, bank personnel in connection with a personal loan, the office of unemployment, taxing authorities, Employee’s counsel, and Employee’s accountant and any professional tax advisor to the extent that they need to know the Separation Information in order to provide advice on tax treatment or to prepare tax returns, and must prevent disclosure of any Separation Information to all other third parties. Employee will not publicize, directly or indirectly, any Separation Information.

10. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the Commonwealth of Massachusetts or, where applicable, United States federal law, in each case, without regard to any conflicts of laws provisions or those of any state other than Massachusetts.

11. Miscellaneous. Employee further acknowledges that, other than the Non-Competition Agreement, the Equity Agreements and the Consulting Agreement, this Agreement shall supersede each agreement entered into between Employee and the Company regarding Employee’s employment, including, without limitation, the Retention Letter and the Severance Letter, and each such agreement shall be deemed terminated and of no further effect as of the Separation Date. Employee acknowledges that there are no other agreements, written, oral or implied, and that he may not rely on any prior negotiations, discussions, representations or agreements. This Agreement may be modified only in writing, and such writing must be signed by both parties and recited that it is intended to modify this Agreement. This Agreement may be executed in separate counterparts in PDF or other electronic forms, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

12. Company Assignment and Successors. The Company shall assign its rights and obligations under this Agreement to any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise). This Agreement shall be binding upon and inure to the benefit of the Company and its successors, assigns, personnel and legal representatives.

13. Employee’s Cooperation. After the Separation Date, Employee shall use reasonable best efforts to cooperate with the Company and its affiliates, upon the Company’s reasonable request, with respect to any internal investigation or administrative, regulatory or judicial proceeding involving matters within the scope of Employee’s duties and responsibilities to the Company or its affiliates during his employment with the Company. The Company will reimburse Employee for the reasonable expenses he incurs to comply with this provision.

(Signature page(s) follow)

IN WITNESS WHEREOF, the undersigned have caused this Separation Agreement to be duly executed and delivered as of the date indicated next to their respective signatures below.

	EMPLOYEE
DATED: July 7, 2020	By:	/s/ Louis St. L. O’Dea, MB B.Ch. BAO, FRCP(C)
	Name:	Louis St. L. O’Dea, MB B.Ch. BAO, FRCP(C)

	AKCEA THERAPEUTICS, INC.
DATED: July 7, 2020	By:	/s/ Damien McDevitt
	Name:	Damien McDevitt
	Title:	Chief Executive Officer

EX-10.4

Exhibit 10.4

AKCEA THERAPEUTICS, INC.

CONSULTING AGREEMENT

(“SUMMARY PAGE”)

Date of Consulting Agreement: (“Agreement”)	July 7, 2020 (“Effective Date”).
Name of Consultant:	Louis St. L. O’Dea, MB B.Ch. BAO, FRCP(C) (hereinafter “Consultant”).
Scope of Consulting Services:	Support of ongoing development and regulatory initiatives and to assist with the transition of responsibilities to Akcea’s new Chief Medical Officer
Field in which Consulting Services to be provided (the “Field”):	Development, Medical and Regulatory
Duration of Consulting Services (the “Consulting Period”):	Effective Date through December 31, 2020
Consideration for Consulting Services:	$450.00 per hour
Time Provided by Consultant:	Up to 20 hours per week

In addition to such compensation, Akcea Therapeutics, Inc. (“Akcea”) will reimburse Consultant for Akcea approved travel and other out-of-pocket costs reasonably incurred in the course of performing services under this Agreement in accordance with Akcea’s standard expense reimbursement policy. Consultant will provide Akcea with receipts for all such costs.

Consultant agrees to provide Akcea with Consulting Services on the terms described above and according to the additional terms attached hereto as Exhibit A.

	Consultant	Akcea Therapeutics, Inc.
By (Signature):	/s/ Louis St. L. O’Dea, MB B.Ch. BAO, FRCP(C)	/s/ Damien McDevitt
Date:
Printed Name:	Louis St. L. O’Dea, MB B.Ch. BAO, FRCP(C)	Damien McDevitt, Ph.D.
Title:		Chief Executive Officer
Address:		22 Boston Wharf Road, 9th Floor
		Boston, MA 02210
Telephone:
e-mail:

Social Security or Employer Tax ID Number to be provided separately via W-9 form or foreign equivalent.

EXHIBIT A

TERMS OF CONSULTING AGREEMENT

1. Engagement of Services

Consultant is retained to perform certain services, as needed and requested by Akcea, which services are specifically described on the Summary Page (“Consulting Services”). Consultant will perform such Consulting Services to the best of Consultant’s talent and ability.

2. Compensation

As full and complete compensation for Consulting Services and for the discharge of all of Consultant’s obligations hereunder, Akcea will pay Consultant at the rate set forth on the Summary Page. Consultant will invoice Akcea on a monthly basis for any reimbursable expenses, and Akcea, upon its approval, will pay all undisputed expenses within 30 days after Akcea’s receipt of the invoice. In addition, as long as Consultant continues to provide Consulting Services under this Agreement, Consultant’s Akcea stock options and Akcea restricted stock units (RSUs) will continue to vest through the end of the Consulting Period in accordance with the terms of the applicable Stock Option Agreements and RSU Agreements. Thereafter, such stock options and RSUs will stop vesting and will expire in accordance with the terms of such stock options and RSUs.

3. Independent Contractor

Consultant is an independent contractor and not an employee of Akcea. Consultant has no authority to obligate Akcea by contract or otherwise. Consultant will not be eligible for any employee benefits. Taxes will be the sole responsibility of Consultant.

4. Confidential Information

(a) Akcea possesses confidential information that has been created, discovered, developed by, or otherwise become known to Akcea (including, without limitation, information created, discovered, developed or made known by Consultant arising from the Consulting Services).

(i) All such information is hereinafter referred to as “Confidential Information.” By way of illustration, but not limitation, Confidential Information includes: (A) inventions, developments, designs, improvements, trade secrets, ideas, formulas, source and object codes, programs, other works of authorship, organisms, plasmids, expression vectors, know-how, processes, cell lines, discoveries, techniques, data and documentation systems (hereinafter collectively referred to as “Inventions”); and (B) information regarding plans for research, development, new products, clinical data, pre-clinical product data, clinical trial patient data, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, as well as information regarding the skills and compensation of employees of Akcea.

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(ii) All Confidential Information will be the sole property of Akcea and its assigns, and Akcea and its assigns will be the sole owner of all patents, copyrights and other rights in connection with such Confidential Information. At all times, both during the term of this Agreement and for five years after its termination, Consultant will keep in confidence and trust all Confidential Information and will not use, disclose, lecture upon or publish any Confidential Information or anything related to such information without Akcea’s prior written consent. Any permitted disclosures will be made in strict compliance with the Akcea publication and presentation clearance policy.

(b) Consultant also understands that Akcea has received and in the future will receive valuable information from third parties that is confidential or proprietary (“Third-Party Information”) subject to a duty on the part of Akcea to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of this Agreement and for five years thereafter, Consultant will hold Third-Party Information in the strictest confidence and will not disclose or use Third-Party Information except as permitted by the agreement between Akcea and such third party, unless expressly authorized to act otherwise by an officer of Akcea in writing. Any permitted disclosures will be made in strict compliance with Akcea publication and presentation clearance policy.

(c) The obligations of Section 4 will not apply to information that Consultant can establish by written records: (i) was known by Consultant prior to the receipt of Confidential Information; (ii) was disclosed to Consultant by a third party having the right to do so; (iii) was, or subsequently became, in the public domain through no fault of Consultant, its officers, directors, affiliates employees or agents; (iv) was independently developed by Consultant without use of Confidential Information; or (v) was disclosed by Consultant pursuant to any judicial, governmental or stock exchange request, requirement or order, so long as Consultant provided Akcea with sufficient prior notice in order to allow Akcea to contest such request, requirement or order.

5. Inventions

In the course of performing Consulting Services for Akcea, Consultant may develop new ideas or Inventions or make other contributions of value to Akcea.

(a) Consultant hereby assigns to Akcea Consultant’s entire right, title and interest in and to any and all Inventions (and all patent rights, copyrights, and all other rights in connection therewith, hereinafter referred to as “Proprietary Rights”) whether or not patentable or registrable under patent, copyright or similar statutes, made or conceived of or reduced to practice or learned by Consultant, either alone or jointly with others, as a result of performing Consulting Services hereunder. All Inventions assigned to Akcea pursuant to this section will be known as “Company Inventions”. Consultant agrees that all Proprietary Rights and Company Inventions are Akcea’s sole property. Consultant agrees, upon request, to execute, verify and deliver assignments of such Proprietary Rights to Akcea or its designee. Consultant understands that, to the extent this Agreement will be construed in accordance with the laws of any state which precludes a requirement in an agreement to assign certain classes of inventions made by an individual acting as a Consultant, this section will be interpreted not to apply to any inventions that a court rules and/or Akcea agrees falls within such classes.

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(b) Consultant further agrees to assist Akcea in every proper way to obtain, from time to time, and to enforce United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end Consultant will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as Akcea may reasonably request for use in applying for, obtaining, sustaining and enforcing such Proprietary Rights relating to Company Inventions. Consultant’s obligation to assist Akcea in obtaining and enforcing Proprietary Rights relating to Company Inventions in any and all countries will continue beyond the termination of this Agreement, but Akcea will compensate Consultant at a reasonable rate after such termination for the time actually spent by Consultant at Akcea’s request in connection with such assistance. If Akcea is unable, after reasonable effort, to secure Consultant’s signature on any document needed to apply for or prosecute any Proprietary Rights relating to a Company Invention, Consultant hereby irrevocably designates and appoints Akcea and its duly authorized officers and agents as his/her agent and attorney in fact, to act for and on Consultant’s behalf to execute, verify and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of any such Proprietary Rights with the same legal force and effect as if executed by Consultant.

(c) During the term of this Agreement, Consultant will promptly disclose to Akcea, or any persons designated by it, fully and in writing and will hold in trust for the sole right and benefit of Akcea any and all Company Inventions, whether or not patentable or protectable by copyright. At the time of each such disclosure, Consultant will advise Akcea in writing of any Inventions that Consultant believes are not subject to the assignment provisions of Section 5(a) above, and Consultant will at that time provide to Akcea in writing all evidence necessary to substantiate that belief. Consultant will not be obligated to disclose information received by Consultant from others under a contract of confidentiality. In addition, after termination of this Agreement, Consultant will disclose to Akcea all patent applications filed by Consultant relating to any Company Inventions or relating to any work performed by Consultant on behalf of Akcea.

6. Previous Consulting Relationships

Consultant represents that Consultant’s performance of Consulting Services, as well as Consultant’s performance of the rest of Consultant’s obligations under the terms of this Agreement, will not breach any agreement to keep in confidence any proprietary information acquired by Consultant in confidence or in trust from another entity prior to the date of this Agreement. Consultant agrees not to bring to Akcea or to use in the performance of Consulting Services for Akcea any materials or documents of a present or former employer or client of Consultant, or any materials or documents obtained by Consultant under a confidentiality agreement imposed by reason of another of Consultant’s consulting relationships, unless such materials or documents are generally available to the public or Consultant has authorization from such present or former employer or client for the possession and unrestricted use of such materials.

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7. Termination

The term of this Agreement will coincide with the duration of the Consulting Period. The duration of the Consulting Period (and thus the term of this Agreement) may be extended only if both parties agree to an extension in writing, signed by both Consultant and an authorized officer of Akcea. Each party understands and agrees that the other party has the absolute right to terminate this Agreement, at any time and for whatever reason, prior to the expiration of the Consulting Period, so long as such party provides the other party with written notice of such termination as set forth in Section 9(f). If this Agreement terminates prior to the end of the Consulting Period, Akcea will pay Consultant for any Consulting Services appropriately rendered and for any out of pocket expenses reasonably incurred on behalf of Akcea, up to and including the termination notification date, pursuant to the criteria set forth in Section 2 of this Agreement.

8. Arbitration

(a) Akcea and Consultant agree to resolve by arbitration all disputes, claims or controversies (“Claims”), past, present or future, whether or not arising out of this Agreement or its termination, that Akcea may have against Consultant or that Consultant may have against any of the following (i) Akcea; (ii) Akcea officers, directors; employees or agents; (iii) Akcea’s parent; subsidiary or affiliated entities, joint ventures, or joint employers; (iv) Akcea’s benefit plans or the plans’ sponsors, fiduciaries, administrators, affiliates and agents; and/or (v) all successors and assigns of any of the foregoing. The Claims covered by this Agreement include all disputes that Akcea or Consultant could otherwise pursue in state or federal court including, but not limited to, Claims based on any state, federal, or local statute, regulation or ordinance (including Claims for discrimination, retaliation, harassment, unpaid wages or violation of state or federal wage and hour laws), as well as common law Claims (including Claims for breach of contract, breach of the implied covenant of good faith and fair dealing, wrongful discharge, defamation, misrepresentation, fraud, or infliction of emotional distress). Akcea and Consultant anticipates that this Section 8 provides the benefits of a speedy, less formal, impartial, final and binding dispute resolution procedure.

(b) To the maximum extent permitted by law, Consultant hereby waives any right to bring on behalf of persons other than Consultant, or to otherwise participate with other persons in, any class, collective or representative action (i.e. a type of lawsuit in which one or several persons sue on behalf of a larger group of persons).

(c) The arbitration will be conducted by a single neutral arbitrator in accordance with the then-current Commercial Arbitration and Mediation Procedures of the American Arbitration Association (“AAA”). The arbitration will take place in Boston, Massachusetts. Akcea will pay the arbitrator’s fee and will bear all administrative charges by AAA. All parties will be entitled to engage in reasonable pre-hearing discovery to obtain information to prosecute or defend the asserted claims. Any disputes between the parties regarding the nature or scope of discovery will be decided by the arbitrator. The arbitrator will hear and issue a written ruling upon any dispositive motions brought by either party, including but not limited to, motions for summary judgment or summary adjudication of issues. After the hearing, the arbitrator will issue a written decision setting forth the award, if any, and

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explaining the basis therefore. The arbitrator will have the power to award any type of relief that would be available in court. The arbitrator’s award will be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. If there is conflict in the arbitration procedures set forth in this Agreement and the AAA rules specified above, the AAA rules will control. Notwithstanding the foregoing, and regardless of what is provided by the AAA rules, the arbitrator will not have authority or jurisdiction to consolidate claims of different individuals or entities into one proceeding, nor will the arbitrator have authority or jurisdiction to hear the arbitration as a class action. As noted above, Consultant has agreed to waive any right to bring any class, collective or representative action. To the extent that the class, collective or representative action waiver described above is not enforceable, the issue of whether to certify any alleged or putative class for a class action proceeding must be decided by a court of competent jurisdiction. The arbitrator will not have authority or jurisdiction to decide class certification, collective or representative action issues. Until any class certification, collective, or representative action issues are decided by the court, all arbitration proceedings will be stayed, and the arbitrator will take no action with respect to the matter. However, once any issues regarding class certification, collective, or representative action have been decided by the court, the arbitrator will have authority to decide the substantive claims.

9. Miscellaneous

(a) Upon expiration or termination of this Agreement, each party will be released from all obligations and liabilities to the other occurring or arising after the date of such expiration or termination, except that any termination or expiration of this Agreement will not relieve Consultant of Consultant’s obligations under Sections 4, 5, 6, 7 and 8 hereof, nor will any such expiration or termination relieve Consultant or Akcea from any liability arising from any breach of this Agreement. Upon expiration or termination of this Agreement for any reason whatsoever, Consultant will promptly surrender and deliver to Akcea any and all laboratory notebooks, conception notebooks, drawings, notes, memoranda, specifications, devices, formulas, molecules, cells, storage media, including calculations, sequences, data and other materials of any nature pertaining to Consulting Services for Akcea, as well as any documents or data of any description (or any reproduction of any documents or data) containing or pertaining to any Trade Secret Information, Akcea’s Confidential Information or Third Party Information.

(b) The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective successors, heirs, executors and administrators, as the case may be; provided that, as Akcea has specifically contracted for Consultant’s services, Consultant may not assign or delegate Consultant’s obligations under this Agreement either in whole or in part without Akcea’s prior written consent.

(c) Because Consultant’s services are personal and unique and because Consultant may have access to and become acquainted with Akcea’s Confidential Information, Akcea has the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief without prejudice to any other rights and remedies that Akcea may have for a breach of this Agreement.

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(d) This Agreement will be governed by and construed according to the laws of the Commonwealth of Massachusetts as such laws are applied to contracts entered into and performed entirely within such Commonwealth. If any provision of this Agreement is held to be or becomes invalid, illegal or unenforceable, such provision will be validly reformed to approximate as nearly as possible the intent of the parties and the remainder of this Agreement will not be affected thereby and will remain valid and enforceable to the greatest extent permitted by law.

(e) This Agreement, and all other documents mentioned herein, constitute the final, exclusive and complete understanding and agreement of the parties hereto and supersedes all prior understandings and agreements. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto.

(f) Any notices required or permitted hereunder will be given to the appropriate party at the address specified on the Summary Page or at such other address as the party will specify in writing. Such notice will be deemed given upon personal delivery to the appropriate address, or by facsimile transmission (receipt verified and with confirmation copy followed by another permitted method), sent by express courier service, or, if sent by certified or registered mail, three (3) days after the date of mailing.

[END OF EXHIBIT A]

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EX-99.1

Exhibit 99.1

Akcea Announces Appointment of New Chief Medical Officer

Dr. William Andrews brings two decades of global industry experience, including more than 13 years

in rare diseases and seven product launches

BOSTON, July 9, 2020 – Akcea Therapeutics, Inc. (NASDAQ: AKCA), a majority-owned affiliate of Ionis Pharmaceuticals, Inc., today announced that William Andrews, MD, FACP, has joined the company as chief medical officer (CMO), effective immediately. Dr. Andrews will lead medical, clinical and regulatory functions in support of the company’s two commercial-stage products TEGSEDI^® (inotersen) and WAYLIVRA^® (volanesorsen) and will also guide development of the multiple clinical-stage therapeutics in the pipeline. Former CMO Louis St. L. O’Dea, MB, BCh, BAO, FRCP(C), will serve as an advisor to the company to ensure a smooth transition.

“We are pleased to have Will join our leadership team as we continue to optimize our commercial and business strategies for TEGSEDI and WAYLIVRA and to progress our promising pipeline of novel drugs positioned to address major areas of unmet need in global health. His depth of experience in rare diseases will be especially valuable during this pivotal time at the company,” said Damien McDevitt, Ph.D., chief executive officer at Akcea. “On behalf of the entire team and board, I also want to thank Louis for his years of dedicated service to Akcea and helping position us well for future successes.”

Dr. Andrews brings to Akcea two decades of life sciences experience in clinical development, medical affairs and medical/commercial strategy, including more than 13 years in rare diseases, and seven product launches. Most recently he served as chief medical officer at Acer Therapeutics where he managed and led clinical development programs for rare diseases including Vascular Ehlers-Danlos syndrome, a fatal connective tissue disorder, and rare metabolic and oncology disorders. Prior to Acer, Dr. Andrews was a principal consultant at Aletheia Lifesciences where he provided biopharmaceutical companies with strategic consulting and product specific work in clinical trial design, clinical development, medical affairs, and pre-market strategy and planning. Before that, he worked at Aegerion Pharmaceuticals as senior vice president of business development and vice president of medical affairs. He also previously worked at Santhera Pharmaceuticals, Inc. and Sepracor, Inc. (now Sunovion Pharmaceuticals).

Dr. Andrews practiced Internal Medicine full-time for seven years before joining the life sciences industry and continued practicing after joining industry through 2012. During this time, he served as Clinical Faculty in Internal Medicine at Harvard Medical School and Attending Physician in Internal Medicine at Brigham and Women’s Hospital in Boston. He earned his Doctor of Medicine degree from Yale University School of Medicine and his bachelor’s degree in biology from Harvard College.

“I am excited to be joining Akcea and look forward to working with the outstanding leadership team here in progressing the company’s multiple promising antisense therapies toward later-stage clinical development, with the goal of getting safe and effective therapies to patients in medical need,” said Dr. Andrews. “There are thousands of patients worldwide suffering from devastating rare diseases, and they depend on the efforts of companies like Akcea to bring them much needed treatment options. I am honored to be part of that work.”

ABOUT AKCEA THERAPEUTICS, INC.

Akcea Therapeutics, Inc., a majority-owned affiliate of Ionis Pharmaceuticals, Inc. (NASDAQ: IONS), is a biopharmaceutical company focused on developing and commercializing medicines to treat patients with serious and rare diseases. Akcea is commercializing TEGSEDI^® (inotersen) and WAYLIVRA^® (volanesorsen), as well as advancing a mature pipeline of novel medicines, including AKCEA-APO(a)-L_Rx, vupanorsen (AKCEA-ANGPTL3-L_Rx), AKCEA-APOCIII-L_Rx, and AKCEA-TTR-L_Rx, with the potential to treat multiple diseases. All six medicines were discovered by Ionis, a leader in antisense therapeutics, and are based on Ionis’ proprietary antisense technology. TEGSEDI is approved in the U.S., E.U., Canada and Brazil, and WAYLIVRA is approved in the E.U. Akcea is headquartered in Boston, Massachusetts, and is building the infrastructure to commercialize its medicines globally. Additional information about Akcea is available at www.akceatx.com and you can follow the Company on Twitter at @akceatx.

FORWARD-LOOKING STATEMENT

This press release includes forward-looking statements regarding the business of Akcea Therapeutics, Inc. Any statement describing Akcea’s goals, expectations, financial or other projections, intentions or beliefs, including the commercial potential of Akcea’s medicines in development is a forward-looking statement and should be considered an at-risk statement. Such statements are subject to certain risks and uncertainties, particularly those inherent in the process of discovering, developing and commercializing medicines that are safe and effective for use as human therapeutics, and in the endeavor of building a business around such medicines. Akcea’s forward-looking statements also involve assumptions that, if they never materialize or prove correct, could cause its results to differ materially from those expressed or implied by such forward-looking statements. Although Akcea’s forward-looking statements reflect the good faith judgment of its management, these statements are based only on facts and factors currently known by Akcea. In particular, we caution you that our forward-looking statements are subject to the ongoing and developing circumstances related to the COVID-19 pandemic, which may have a material adverse effect on our business, operations and future financial results. As a result, you are cautioned not to rely on these forward-looking statements. These and other risks concerning Akcea’s programs are described in additional detail in Akcea’s quarterly reports on Form 10-Q and annual reports on Form 10-K, which are on file with the SEC. Copies of these and other documents are available from the company.

In this press release, unless the context requires otherwise, “Ionis,” “Akcea,” “Company,” “Companies,” “we,” “our,” and “us” refers to Ionis Pharmaceuticals and/or Akcea Therapeutics.

Ionis Pharmaceuticals^™ is a trademark of Ionis Pharmaceuticals, Inc., Akcea Therapeutics^®, TEGSEDI^® and WAYLIVRA^® are trademarks of Akcea Therapeutics, Inc.

For further information:

Akcea Investor Contact:

Matt Roache, Director, Investor Relations

617-841-9535

mroache@akceatx.com

Akcea Media Contacts:

Angelyn Lowe, Executive Director, Corporate Communications and Investor Relations

442-287-0470

alowe@akceatx.com

Lynn Granito, Berry & Company

212 253-8881

lgranito@berrypr.com