MEMORANDUM OF TERMS FOR PRIVATE PLACEMENT OF SERIES A-1 PREFERRED STOCK OF ANGIOCRINE BIOSCIENCE, INC. April 27, 2017 This memorandum summarizes the principal terms of the Series A-1 Preferred Stock financing of Angiocrine Bioscience, Inc. (the "Company"). The completion of the transactions contemplated by this memorandum will be subject to, among other things, satisfactory completion of financial and legal due diligence by the investors (collectively, the "Investors"), as well as the completion of final documents acceptable to the Investors and the Company. Offering Terms Investors: Dr. Jeffrey Port and Dr. Jeffrey Rush (the "Lead Investors") and other accredited investors acceptable to the Company. Securities to be issued: The Company's Series A-1 Preferred Stock (the "Series A-I Stock'). Securities to be issued: Up to $8,000,000 of new money, excluding the aggregate amount of principal and accrued interest under the outstanding convertible notes. Price: Convertible Notes: Initial Closing: The per share price of the Series A-1 Stock will be determined based on a $27,000,000 pre-money valuation. The number of shares of Common Stock and options available for issuance under the Company's stock option plans shall equal 15% of the fully diluted capitalization of the Company following the Closing (as defined below), based on the actual number of shares of Series A-1 Stock authorized for sale. Simultaneous with the Closing, all of the Company's outstanding convertible notes (the "Notes") will be convened into shares of Series A- 1 Stock. The initial closing (the "Closing") shall occur upon the close of the sale of not less than $2,000,000 worth of Series A-1 Stock, excluding the aggregate amount of principal and interest of the Notes convening at such time. Terms of Series A-I Preferred Stock Certificate of Incorporation Dividends: Consistent with the Series A Preferred Stock of the Company (the "Existing Preferred" and together with