Common use of DESCRIPTION OF DEBT SECURITIES Clause in Contracts

DESCRIPTION OF DEBT SECURITIES. General We will issue the debt securities offered by this prospectus and any accompanying prospectus supplement under an indenture to be entered into between us and the trustee identified in the applicable prospectus supplement. The terms of the debt securities will include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as in effect on the date of the indenture. We have filed a copy of the form of indenture as an exhibit to the registration statement in which this prospectus is included. The indenture will be subject to and governed by the terms of the Trust Indenture Act of 1939. We may offer under this prospectus up to an aggregate principal amount of $150,000,000 in debt securities, or if debt securities are issued at a discount, or in a foreign currency, foreign currency units or composite currency, the principal amount as may be sold for an aggregate public offering price of up to $150,000,000, subject to any applicable limitations of General Instruction I.B.6. of Form S-3. Unless otherwise specified in the applicable prospectus supplement, the debt securities will represent our direct, unsecured obligations and will rank equally with all of our other unsecured indebtedness. We may issue the debt securities in one or more series with the same or various maturities, at par, at a premium, or at a discount. We will describe the particular terms of each series of debt securities in a prospectus supplement relating to that series, which we will file with the SEC. The prospectus supplement relating to the particular series of debt securities being offered will specify the particular amounts, prices and terms of those debt securities. These terms may include: • the title of the series; • the aggregate principal amount, and, if a series, the total amount authorized and the total amount outstanding; • the issue price or prices, expressed as a percentage of the aggregate principal amount of the debt securities; • any limit on the aggregate principal amount; • the date or dates on which principal is payable; • the interest rate or rates (which may be fixed or variable) or, if applicable, the method used to determine such rate or rates; • the date or dates from which interest, if any, will be payable and any regular record date for the interest payable; • the place or places where principal and, if applicable, premium and interest, is payable; • the terms and conditions upon which we may, or the holders may require us to, redeem or repurchase the debt securities; • the denominations in which such debt securities may be issuable, if other than denominations of $1,000 or any integral multiple of that number; • whether the debt securities are to be issuable in the form of certificated securities (as described below) or global securities (as described below); • the portion of principal amount that will be payable upon declaration of acceleration of the maturity date if other than the principal amount of the debt securities; • the currency of denomination; • the designation of the currency, currencies or currency units in which payment of principal and, if applicable, premium and interest, will be made; • if payments of principal and, if applicable, premium or interest, on the debt securities are to be made in one or more currencies or currency units other than the currency of denomination, the manner in which the exchange rate with respect to such payments will be determined; • if amounts of principal and, if applicable, premium and interest may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index, then the manner in which such amounts will be determined; • the provisions, if any, relating to any collateral provided for such debt securities; • any addition to or change in the covenants and/or the acceleration provisions described in this prospectus or in the indenture; • any events of default, if not otherwise described below under “Events of Default”; • the terms and conditions, if any, for conversion into or exchange for shares of our common stock or preferred stock; • any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents; and • the terms and conditions, if any, upon which the debt securities shall be subordinated in right of payment to our other indebtedness. We may issue discount debt securities that provide for an amount less than the stated principal amount to be due and payable upon acceleration of the maturity of such debt securities in accordance with the terms of the indenture. We may also issue debt securities in bearer form, with or without coupons. If we issue discount debt securities or debt securities in bearer form, we will describe material U.S. federal income tax considerations and other material special considerations which apply to these debt securities in the applicable prospectus supplement. We may issue debt securities denominated in or payable in a foreign currency or currencies or a foreign currency unit or units. If we do, we will describe the restrictions, elections, and general tax considerations relating to the debt securities and the foreign currency or currencies or foreign currency unit or units in the applicable prospectus supplement. Debt securities offered under this prospectus and any prospectus supplement will be subordinated in right of payment to certain of our outstanding senior indebtedness. In addition, we will seek the consent of the holders of any such senior indebtedness prior to issuing any debt securities under this prospectus to the extent required by the agreements evidencing such senior indebtedness.

DESCRIPTION OF DEBT SECURITIES. General We will issue The following description, together with the debt securities offered by this prospectus and additional information we include in any accompanying applicable prospectus supplement under an indenture to be entered into between us or free writing prospectus, summarizes certain general terms and the trustee identified in the applicable prospectus supplement. The terms provisions of the debt securities that we may offer under this prospectus. When we offer to sell a particular series of debt securities, we will include those stated describe the specific terms of the series in a supplement to this prospectus. We will also indicate in the supplement to what extent the general terms and provisions described in this prospectus apply to a particular series of debt securities. We may issue debt securities either separately, or together with, or upon the conversion or exercise of or in exchange for, other securities described in this prospectus. Debt securities may be our senior, senior subordinated or subordinated obligations and, unless otherwise specified in a supplement to this prospectus, the debt securities will be our direct, unsecured obligations and may be issued in one or more series. The debt securities will be issued under an indenture between us and those made part a third party to be identified therein as trustee. We have summarized select portions of the indenture by reference to the Trust Indenture Act of 1939, as in effect on the date below. The summary is not complete. The form of the indenture. We have indenture has been filed a copy of the form of indenture as an exhibit to the registration statement in which this prospectus is includedand you should read the indenture for provisions that may be important to you. The indenture will be subject In the summary below, we have included references to and governed by the terms section numbers of the Trust Indenture Act of 1939indenture so that you can easily locate these provisions. Capitalized terms used in the summary and not defined herein have the meanings specified in the indenture. We may offer under this prospectus up to an aggregate principal amount of $150,000,000 125,000,000 in debt securities, or if debt securities are issued at a discount, or in a foreign currency, foreign currency units or composite currency, the principal amount as may be sold for an aggregate initial public offering price of up to $150,000,000, subject to any applicable limitations of General Instruction I.B.6. of Form S-3125,000,000. Unless otherwise specified in the applicable prospectus supplement, the debt securities will represent our direct, unsecured obligations of the Company and will rank equally with all of our other unsecured indebtedness. We may issue the debt securities in one or more series with the same or various maturities, at par, at a premium, or at a discount. We will describe the particular terms of each series of debt securities in a prospectus supplement relating to that series, which we will file with the SEC. The prospectus supplement relating to the particular series of debt securities being offered will specify the particular amounts, prices and terms of those debt securities. These terms may include: • the title of the series; • the aggregate principal amount, and, if a series, the total amount authorized and the total amount outstanding; • the issue price or prices, expressed as a percentage of the aggregate principal amount of the debt securities; • any limit on the aggregate principal amount; • the date or dates on which principal is payable; • the interest rate or rates (which may be fixed or variable) or, if applicable, the method used to determine such rate or rates; • the date or dates from which interest, if any, will be payable and any regular record date for the interest payable; • the place or places where principal and, if applicable, premium and interest, is payable; • the terms and conditions upon which we may, or the holders may require us to, redeem or repurchase the debt securities; • the denominations in which such debt securities may be issuable, if other than denominations of $1,000 or any integral multiple of that number; • whether the debt securities are to be issuable in the form of certificated securities (as described below) or global securities (as described below); • the portion of principal amount that will be payable upon declaration of acceleration of the maturity date if other than the principal amount of the debt securities; • the currency of denomination; • the designation of the currency, currencies or currency units in which payment of principal and, if applicable, premium and interest, will be made; • if payments of principal and, if applicable, premium or interest, on the debt securities are to be made in one or more currencies or currency units other than the currency of denomination, the manner in which the exchange rate with respect to such payments will be determined; • if amounts of principal and, if applicable, premium and interest may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index, then the manner in which such amounts will be determined; • the provisions, if any, relating to any collateral provided for such debt securities; • any addition to or change in the covenants and/or the acceleration provisions described in this prospectus or in the indenture; • any events of default, if not otherwise described below under “Events of Default”; • the terms and conditions, if any, for conversion into or exchange for shares of our common stock or preferred stock; • any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents; and • the terms and conditions, if any, upon which the debt securities shall be subordinated in right of payment to our other indebtedness. We may issue discount debt securities that provide for an amount less than the stated principal amount to be due and payable upon acceleration of the maturity of such debt securities in accordance with the terms of the indenture. We may also issue debt securities in bearer form, with or without coupons. If we issue discount debt securities or debt securities in bearer form, we will describe material U.S. federal income tax considerations and other material special considerations which apply to these debt securities in the applicable prospectus supplement. We may issue debt securities denominated in or payable in a foreign currency or currencies or a foreign currency unit or units. If we do, we will describe the restrictions, elections, and general tax considerations relating to the debt securities and the foreign currency or currencies or foreign currency unit or units in the applicable prospectus supplement. Debt securities offered under this prospectus and any prospectus supplement will be subordinated in right of payment to certain of our outstanding senior indebtedness. In addition, we will seek the consent of the holders of any such senior indebtedness prior to issuing any debt securities under this prospectus to the extent required by the agreements evidencing such senior indebtedness.

DESCRIPTION OF DEBT SECURITIES. General We will issue The following description, together with the debt securities offered by this prospectus and additional information we include in any accompanying applicable prospectus supplement under an indenture to be entered into between us or free writing prospectus, summarizes certain general terms and the trustee identified in the applicable prospectus supplement. The terms provisions of the debt securities that we may offer under this prospectus. When we offer to sell a particular series of debt securities, we will include those stated describe the specific terms of the series in a supplement to this prospectus. We will also indicate in the supplement to what extent the general terms and provisions described in this prospectus apply to a particular series of debt securities. We may issue debt securities either separately, or together with, or upon the conversion or exercise of or in exchange for, other securities described in this prospectus. Debt securities may be our senior, senior subordinated or subordinated obligations and, unless otherwise specified in a supplement to this prospectus, the debt securities will be our direct, unsecured obligations and may be issued in one or more series. The debt securities will be issued under an indenture between us and those made part a third party to be identified therein as trustee. We have summarized select portions of the indenture by reference to the Trust Indenture Act of 1939, as in effect on the date below. The summary is not complete. The form of the indenture. We have indenture has been filed a copy of the form of indenture as an exhibit to the registration statement in which this prospectus is includedand you should read the indenture for provisions that may be important to you. The indenture will be subject In the summary below, we have included references to and governed by the terms section numbers of the Trust Indenture Act of 1939indenture so that you can easily locate these provisions. Capitalized terms used in the summary and not defined herein have the meanings specified in the indenture. We may offer under this prospectus up to an aggregate principal amount of $150,000,000 300,000,000 in debt securities, or if debt securities are issued at a discount, or in a foreign currency, foreign currency units or composite currency, the principal amount as may be sold for an aggregate initial public offering price of up to $150,000,000, subject to any applicable limitations of General Instruction I.B.6. of Form S-3300,000,000. Unless otherwise specified in the applicable prospectus supplement, the debt securities will represent our direct, unsecured obligations of the Company and will rank equally with all of our other unsecured indebtedness. We may issue the debt securities in one or more series with the same or various maturities, at par, at a premium, or at a discount. We will describe the particular terms of each series of debt securities in a prospectus supplement relating to that series, which we will file with the SEC. The prospectus supplement relating to the particular series of debt securities being offered will specify the particular amounts, prices and terms of those debt securities. These terms may include: • the title of the series; • the aggregate principal amount, and, if a series, the total amount authorized and the total amount outstanding; • the issue price or prices, expressed as a percentage of the aggregate principal amount of the debt securities; • any limit on the aggregate principal amount; • the date or dates on which principal is payable; • the interest rate or rates (which may be fixed or variable) or, if applicable, the method used to determine such rate or rates; • the date or dates from which interest, if any, will be payable and any regular record date for the interest payable; • the place or places where principal and, if applicable, premium and interest, is payable; • the terms and conditions upon which we may, or the holders may require us to, redeem or repurchase the debt securities; • the denominations in which such debt securities may be issuable, if other than denominations of $1,000 or any integral multiple of that number; • whether the debt securities are to be issuable in the form of certificated securities (as described below) or global securities (as described below); • the portion of principal amount that will be payable upon declaration of acceleration of the maturity date if other than the principal amount of the debt securities; • the currency of denomination; • the designation of the currency, currencies or currency units in which payment of principal and, if applicable, premium and interest, will be made; • if payments of principal and, if applicable, premium or interest, on the debt securities are to be made in one or more currencies or currency units other than the currency of denomination, the manner in which the exchange rate with respect to such payments will be determined; • if amounts of principal and, if applicable, premium and interest may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index, then the manner in which such amounts will be determined; • the provisions, if any, relating to any collateral provided for such debt securities; • any addition to or change in the covenants and/or the acceleration provisions described in this prospectus or in the indenture; • any events of default, if not otherwise described below under “Events of Default”; • the terms and conditions, if any, for conversion into or exchange for shares of our common stock or preferred stock; • any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents; and • the terms and conditions, if any, upon which the debt securities shall be subordinated in right of payment to our other indebtedness. We may issue discount debt securities that provide for an amount less than the stated principal amount to be due and payable upon acceleration of the maturity of such debt securities in accordance with the terms of the indenture. We may also issue debt securities in bearer form, with or without coupons. If we issue discount debt securities or debt securities in bearer form, we will describe material U.S. federal income tax considerations and other material special considerations which apply to these debt securities in the applicable prospectus supplement. We may issue debt securities denominated in or payable in a foreign currency or currencies or a foreign currency unit or units. If we do, we will describe the restrictions, elections, and general tax considerations relating to the debt securities and the foreign currency or currencies or foreign currency unit or units in the applicable prospectus supplement. Debt securities offered under this prospectus and any prospectus supplement will be subordinated in right of payment to certain of our outstanding senior indebtedness. In addition, we will seek the consent of the holders of any such senior indebtedness prior to issuing any debt securities under this prospectus to the extent required by the agreements evidencing such senior indebtedness.

DESCRIPTION OF DEBT SECURITIES. General We will issue The following description, together with the debt securities offered by this prospectus and additional information we include in any accompanying applicable prospectus supplement under an indenture to be entered into between us or free writing prospectus, summarizes certain general terms and the trustee identified in the applicable prospectus supplement. The terms provisions of the debt securities that we may offer under this prospectus. When we offer to sell a particular series of debt securities, we will include those stated describe the specific terms of the series in a supplement to this prospectus. We will also indicate in the supplement to what extent the general terms and provisions described in this prospectus apply to a particular series of debt securities. We may issue debt securities either separately, or together with, or upon the conversion or exercise of or in exchange for, other securities described in this prospectus. Debt securities may be our senior, senior subordinated or subordinated obligations and, unless otherwise specified in a supplement to this prospectus, the debt securities will be our direct, unsecured obligations and may be issued in one or more series. The debt securities will be issued under an indenture between us and those made part a third party to be identified therein as trustee. We have summarized select portions of the indenture by reference to the Trust Indenture Act of 1939, as in effect on the date below. The summary is not complete. The form of the indenture. We have indenture has been filed a copy of the form of indenture as an exhibit to the registration statement in which this prospectus is includedand you should read the indenture for provisions that may be important to you. The indenture will be subject In the summary below, we have included references to and governed by the terms section numbers of the Trust Indenture Act of 1939indenture so that you can easily locate these provisions. We may offer under this prospectus up to an aggregate principal amount of $150,000,000 Capitalized terms used in debt securities, or if debt securities are issued at a discount, or in a foreign currency, foreign currency units or composite currency, the principal amount as may be sold for an aggregate public offering price of up to $150,000,000, subject to any applicable limitations of General Instruction I.B.6. of Form S-3. Unless otherwise summary and not defined herein have the meanings specified in the applicable prospectus supplementindenture. As used in this section only, the debt securities will represent “CytomX,” “we,” “our,” or “us” refer to CytomX Therapeutics, Inc., excluding our directsubsidiaries, unsecured obligations and will rank equally with all of our other unsecured indebtedness. We may issue the debt securities in one or more series with the same or various maturities, at par, at a premium, or at a discount. We will describe the particular terms of each series of debt securities in a prospectus supplement relating to that series, which we will file with the SEC. The prospectus supplement relating to the particular series of debt securities being offered will specify the particular amounts, prices and terms of those debt securities. These terms may include: • the title of the series; • the aggregate principal amount, and, if a series, the total amount authorized and the total amount outstanding; • the issue price or prices, expressed as a percentage of the aggregate principal amount of the debt securities; • any limit on the aggregate principal amount; • the date or dates on which principal is payable; • the interest rate or rates (which may be fixed or variable) or, if applicable, the method used to determine such rate or rates; • the date or dates from which interest, if any, will be payable and any regular record date for the interest payable; • the place or places where principal and, if applicable, premium and interest, is payable; • the terms and conditions upon which we may, unless expressly stated or the holders may require us to, redeem or repurchase the debt securities; • the denominations in which such debt securities may be issuable, if other than denominations of $1,000 or any integral multiple of that number; • whether the debt securities are to be issuable in the form of certificated securities (as described below) or global securities (as described below); • the portion of principal amount that will be payable upon declaration of acceleration of the maturity date if other than the principal amount of the debt securities; • the currency of denomination; • the designation of the currency, currencies or currency units in which payment of principal and, if applicable, premium and interest, will be made; • if payments of principal and, if applicable, premium or interest, on the debt securities are to be made in one or more currencies or currency units other than the currency of denomination, the manner in which the exchange rate with respect to such payments will be determined; • if amounts of principal and, if applicable, premium and interest may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index, then the manner in which such amounts will be determined; • the provisions, if any, relating to any collateral provided for such debt securities; • any addition to or change in the covenants and/or the acceleration provisions described in this prospectus or in the indenture; • any events of default, if not context otherwise described below under “Events of Default”; • the terms and conditions, if any, for conversion into or exchange for shares of our common stock or preferred stock; • any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents; and • the terms and conditions, if any, upon which the debt securities shall be subordinated in right of payment to our other indebtedness. We may issue discount debt securities that provide for an amount less than the stated principal amount to be due and payable upon acceleration of the maturity of such debt securities in accordance with the terms of the indenture. We may also issue debt securities in bearer form, with or without coupons. If we issue discount debt securities or debt securities in bearer form, we will describe material U.S. federal income tax considerations and other material special considerations which apply to these debt securities in the applicable prospectus supplement. We may issue debt securities denominated in or payable in a foreign currency or currencies or a foreign currency unit or units. If we do, we will describe the restrictions, elections, and general tax considerations relating to the debt securities and the foreign currency or currencies or foreign currency unit or units in the applicable prospectus supplement. Debt securities offered under this prospectus and any prospectus supplement will be subordinated in right of payment to certain of our outstanding senior indebtedness. In addition, we will seek the consent of the holders of any such senior indebtedness prior to issuing any debt securities under this prospectus to the extent required by the agreements evidencing such senior indebtednessrequires.