On October 28, 2019, Sierra Oncology, Inc. (the "Company"), reported that it has entered into an amendment (the "Amendment") to the Asset Purchase Agreement, dated as of August 20, 2018 (the "Agreement"), among the Company, YM Biosciences Australia Pty Ltd. and Gilead Sciences, Inc. ("Gilead") (Filing, 8-K, Sierra Oncology, OCT 28, 2019, View Source [SID1234551147]). Pursuant to the terms of the Amendment, in exchange for a reduction in the royalties and milestones payable by the Company to Gilead under the Agreement, including the elimination of a $5.0 million milestone payment that would have been due to Gilead upon initiation of MOMENTUM, the Company’s planned Phase 3 clinical trial of momelotinib for patients with myelofibrosis, the Company agreed to issue to Gilead, pursuant to a private placement, shares of its common stock, par value $0.001 per share ("Common Stock"), equal to 7.5% of the Company’s outstanding shares of Common Stock after the automatic conversion of the Series A Preferred Stock sold in the Offering (as such terms are defined below) and a warrant to purchase up to the same number of shares of Common Stock with an exercise price equal to the conversion price of the Series A Preferred Stock (the "Warrant"). The effectiveness of the Amendment and the issuance of the shares of Common Stock and Warrant to Gilead is conditional upon the completion of the Offering and the conversion of the Series A Preferred Stock.

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The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.