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KBIO > SEC Filings for KBIO > Form 8-K on 6-Aug-2013All Recent SEC Filings




Change in Directors or Principal Officers, Other Events, Financial S

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

(b) On August 5, 2013, the Chief Financial Officer of KaloBios Pharmaceuticals, Inc. (the "Company"), Jeffrey H. Cooper, indicated his intention to retire as Chief Financial Officer of the Company effective December 31, 2013 (the "Retirement Date"). Mr. Cooper's retirement is solely due to personal reasons and not as a result of any disagreement with the Company.

(e) On August 5, 2013, in connection with the impending departure of Mr. Cooper, the Company entered into a Resignation and Separation Agreement (the "Separation Agreement") with Mr. Cooper providing for the separation of Mr. Cooper from the Company to be effective on the Retirement Date.

The Separation Agreement provides that (i) Mr. Cooper will continue to remain available for full-time service until November 16, 2013 (the "Part-Time Date"),
(ii) Mr. Cooper will provide part-time advisory services to the Company from the Part-Time Date to the Retirement Date for up to thirty hours per week, (iii) the Company will continue to pay Mr. Cooper's current salary until the Part-Time Date and will then pay a salary of two thousand dollars per week from the Part-Time Date to the Retirement Date and (iv) Mr. Cooper will continue to vest in his unvested stock options until the Termination Date.

The terms and conditions of Mr. Cooper's separation from the Company are fully defined and set forth in their entirety in the Separation Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.

Item 8.01 Other Events.

On August 5, 2013, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number       Description

10.1         Separation Agreement between KaloBios Pharmaceuticals, Inc. and
             Jeffrey H. Cooper dated August 5, 2013.

99.1         Press release issued by KaloBios Pharmaceuticals, Inc. on August 5,

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