Common use of Xxxxxxxx and Xx Clause in Contracts

Xxxxxxxx and Xx. Xxxxx also discussed the status of negotiations of the merger agreement and the financing for the combined company and agreed to schedule an all-hands call with Xperi and TiVo and each of their respective advisors to discuss steps to close the transaction later that day. Later that day, representatives of TiVo, Xperi, LionTree, Centerview, Xxxxxx and Skadden held a due diligence check-in telephone conference call to discuss the status of due diligence between the parties and the timeline to signing. Representatives of Xxxxxx and Skadden also had a follow-up call to discuss bring-down due diligence matters later that evening. On December 16, 2019, representatives of TiVo, Xperi, LionTree, Centerview, Xxxxxx and Skadden held a telephone conference call to discuss the status of due diligence and the status of the financing commitments. Later that morning, TiVo director Xx. Xxxxxxx had a call with Xx. Xxxxxxxx to discuss Xx. Xxxxxxxx’x vision for the combined company. In the afternoon on December 16, the TiVo board held a meeting, with representatives of TiVo management, LionTree and Xxxxxx in attendance. Representatives of Xxxxxx provided an update on the current status and resolution of transaction issues previously open and under board discussion, including those related to the certainty of transaction completion. TiVo management provided an update on the negotiations and status of the merger agreement and financing commitments. Questions were asked, and a full discussion ensued, including a discussion of remaining open issues and process, as well as consideration of TiVo remaining an independent standalone company and other potential strategic alternatives that may be reasonably available to it. Representatives of LionTree then reviewed certain preliminary financial analyses undertaken by LionTree related to the proposed transactions. After the board meeting, XxXx director Xx. Xxxxxx had a call with Xx. Xxxxxxxx to discuss Xx. Xxxxxxxx’x vision for the combined company. Later that evening on December 16, Skadden sent a revised draft of the merger agreement reflecting further discussion amongst principals on key issues regarding closing conditions and corporate governance. On December 17, 2019, Xxxxxx held further discussions with TiVo on the latest draft merger agreement and the remaining issues relating to closing conditionality. Additionally, TiVo director Xx. Xxxx had a call with Xx. Xxxxxxxx to discuss his background and experience, and vision for the combined company. Later that day, the Xperi board held a special meeting to review the terms of the proposed mergers.

Xxxxxxxx and Xx. Xxxxx also discussed agreed to present a structure under which Xx. Xxxxxxxx would be the status of negotiations Executive Chairman of the merger agreement and combined company’s board of directors for a term of two years, after which time Xx. Xxxxxxxx would become a director. Xx. Xxxxx would be the financing for Chief Executive Officer of the combined company. The board of the combined company and agreed to schedule an all-hands call with would be seven members comprised of Xx. Xxxxxxxx, Xx. Xxxxx, three independent directors appointed by Xperi and TiVo and each of their respective advisors to discuss steps to close the transaction later that daytwo independent directors appointed by TiVo. Later that day, representatives Xx. Xxxxxxxx communicated the proposal to Xx. Xxxx who said he would need to discuss this in detail with the Xperi board. Later in the day on December 9, 2019, the TiVo board met and Xx. Xxxxx reviewed a discussion he had with Xx. Xxxx regarding the potential structure of TiVothe combined company board of directors, and the potential Chief Executive Officer of the combined company. The TiVo board agreed on a response to Xperi regarding the issues raised, and alternatives to the extent that the response was unacceptable to Xperi, LionTree, Centerview, Xxxxxx and Skadden held a due diligence check-in telephone conference call to discuss the status of due diligence between the parties and the timeline to signing. Representatives of Xxxxxx and Skadden also had a follow-up call to discuss bring-down due diligence matters later noting that eveningthese issues should not preclude reaching agreement on an otherwise viable transaction. On December 1610, 2019, representatives of TiVo, Xperi, LionTree, Centerview, Xxxxxx and Skadden held TiVo participated in a telephone conference call with representatives of RBC Capital Markets, which we refer to discuss the status of as RBC, and one other potential financing source to facilitate their due diligence and the status of the on TiVo as potential financing commitments. Later that morning, TiVo director Xx. Xxxxxxx had a call with Xx. Xxxxxxxx to discuss Xx. Xxxxxxxx’x vision sources for the combined company. In Over the afternoon on December 16course of the remainder of that week, the TiVo board held a meeting, with representatives of TiVo managementheld conference calls with Bank of America Xxxxxxx Xxxxx and additional calls with RBC regarding TiVo’s financial and business projections. Each of RBC, LionTree Bank of America Xxxxxxx Xxxxx and Xxxxxx in attendance. Representatives of Xxxxxx provided an update one other potential financing source committed to provide feedback by December 12 on the current status and resolution of transaction issues previously open and under board discussion, including those related key terms at which they would be willing to the certainty of transaction completion. TiVo management provided an update on the negotiations and status of the merger agreement and provide a financing commitments. Questions were asked, and a full discussion ensued, including a discussion of remaining open issues and process, as well as consideration of TiVo remaining an independent standalone company and other potential strategic alternatives that may be reasonably available commitment to it. Representatives of LionTree then reviewed certain preliminary financial analyses undertaken by LionTree related to the proposed transactions. After the board meeting, XxXx director Xx. Xxxxxx had a call with Xx. Xxxxxxxx to discuss Xx. Xxxxxxxx’x vision for finance the combined company. Later that evening on On December 1610, 2019, Skadden sent a revised draft of the merger agreement reflecting further discussion amongst principals to Cooley and offered to discuss any open issues around treatment of equity awards and certain tax related provisions on key issues regarding closing conditions and corporate governancea telephone call. On December 1711, 2019, Xxxxxx held further discussions with representatives of TiVo and Cooley met at Xxxxxx’x offices in Palo Alto to discuss open issues on the latest draft merger agreement and the remaining issues relating to closing conditionalitycoordinate due diligence efforts. AdditionallyOn December 11, TiVo director 2019, Xx. Xxxxx called Xx. Xxxxxxxx to suggest that Xx. Xxxxxxxx should meet with Xxxx had Xxxxxxxxxxx, a director of TiVo, the following day to discuss the proposed transaction and the combined company. On December 12, 2019, Xx. Xxxxxxxx met with Xx. Xxxxxxxxxxx in Los Angeles, California. Xx. Xxxxxxxxxxx asked for an update on Xperi’s business and the potential of Xperi’s new product. Xx. Xxxxxxxxxxx noted that the TiVo board favored a joint leadership structure for the combined company and that the exchange ratio for the proposed all-stock merger suggested that TiVo should appoint four members of the board of the combined company and Xperi should appoint three members of the combined company. Xx. Xxxxxxxx noted to Xx. Xxxxxxxxxxx that he believed the management and governance of the combined company was an important factor in the Xperi board’s comfort with the proposed transaction, but that this was a matter for the Xperi board to discuss. On December 12, 2019, representatives of TiVo and KPMG held a telephone conference call with to discuss the status and findings of KPMG’s financial due diligence of Xperi on behalf of TiVo. On December 12, 2019, representatives of TiVo, LionTree, Xperi and Centerview held a follow-up diligence call to review Xperi’s additional product customer diligence questions. On December 12, 2019, Cooley sent a revised draft of the merger agreement to Skadden. On December 13, 2019, Xx. Xxxxx called Xx. Xxxxxxxx to discuss his background the governance and experiencemanagement of the combined company, the status of negotiations of the merger agreement and vision financing for the combined company. Later that day, the Xperi board met via telephone conference to discuss the status of discussions with XxXx. Representatives of Centerview and Skadden attended. Xx. Xxxxxxxx reminded the Xperi board that the parties had tentatively agreed on a TiVo exchange ratio (based on each company’s current equity capital structure) and the pro forma ownership split of the combined company, but had not yet agreed on governance of the combined company. Xx. Xxxx described his ongoing discussions regarding the size and composition of the combined company’s board of directors, the chairman of the combined company’s board of directors and the leadership of the combined company’s senior management team. Xx. Xxxx noted that TiVo was seeking greater representation on the combined company’s board and had recently expressed interest in a leadership structure in which Xx. Xxxxx would become the Chief Executive Officer of the combined company. The Xperi board then discussed its previously expressed consensus view that the strategic and financial underpinnings of the transaction depended, in part, on the combined company’s ability to harvest synergies through the combination and much of the value upside for the Xperi stockholders depended, in part, on the successful execution of the plan presented by management. The Xperi board discussed the fact that retaining management of the combined company, through board composition and management control, were important factors in the Xperi board’s comfort with the transaction. Xx. Xxxx indicated that he would continue discussions with XxXx on these matters and report back to the Xperi board. On December 13, 2019, representatives of TiVo, LionTree, Xperi and Centerview held an overall check-in call to discuss the status of due diligence on both sides and to review open items and next steps. Representatives of TiVo, LionTree, Xperi and Centerview also held a follow-up IP diligence call to review the status of Xperi’s IP licensing customer negotiations and ongoing litigation. On December 13, 2019, representatives of Cooley and Skadden engaged in discussions regarding open issues in the proposed merger agreement, including various closing conditions and deal protection issues. Following the discussion, Cooley and Skadden agreed to relay the respective positions of the other side to their respective clients. On December 14, 2019, Xx. Xxxx called Xx. Xxxxx to discuss the governance and management of the combined company. Xx. Xxxx explained that the Xperi board’s decision was conditioned on Xperi’s senior management running the combined company and for Xperi’s directors to comprise a majority of the combined company’s board of directors. Xx. Xxxx suggested that the board of the combined company should comprise three independent directors from each of Xperi and TiVo with the independent directors selecting the chairman of the board, and Xx. Xxxxxxxx, as the Chief Executive Officer of the combined company, filling the seventh board seat. Xx. Xxxxx agreed to discuss this proposal with the TiVo board. In the morning on December 14, 2019, the strategic committee of the TiVo board held a telephone conference call, with representatives of Cooley and XxxxXxxx, to discuss the status of the overall transaction, including the status of due diligence, financing and merger agreement negotiations. Included in the review was a discussion of open issues related to deal protection terms, conditions to closing, and governance structure of the post-combination parent company. In the afternoon on December 14, 2019, Cooley and the strategic committee updated the full TiVo board by telephone on the status of the transaction. Xx. Xxxxx provided an update on the status of discussions with the banks on the debt financing commitments. The TiVo board also discussed at length the corporate governance structure of the combined entity post-closing, including who would occupy the role of Chief Executive Officer and the composition of the combined board. Cooley also advised on the status of merger agreement negotiations, including open issues relating to closing conditionality. The TiVo board discussed various considerations, including deal structure, ownership of the combined company (which would have implied a premium to their then- current share price based on the prevailing trading prices of Xperi and TiVo at such time) and overall value to TiVo stockholders in context of the open items involving corporate governance and deal certainty. The TiVo board agreed to continue discussions with Xperi and signal broad acceptance of the corporate governance structure proposed by Xxxxx, but that TiVo did not agree to the closing conditions proposed by Xperi. Members of the TiVo management then left the meeting and a discussion ensued regarding various compensation and executive retention matters associated with the proposed transaction, including the treatment of the transaction as a “Change of Control” for purposes of various equity and severance arrangements. Following the discussion, no action was taken pending review of the matters by the compensation committee of the TiVo board. On December 15, 2019, the Xperi board held a special meeting to review the terms of the proposed mergers. Representatives of Centerview and Skadden attended. Xx. Xxxx described his recent discussions with XxXx’s representatives regarding the governance of the combined company. Xx. Xxxx informed the Xperi board that XxXx had agreed to a seven member board comprised of three directors from each company and the Chief Executive Officer of the combined company. Xx. Xxxx noted that specific directors had not been identified or discussed. Xx. Xxxx further noted that XxXx had agreed that Xx. Xxxxxxxx would be the Chief Executive Officer of the combined company and Xxxxx’s senior management would lead the combined company. Xx. Xxxxxxxx then outlined the terms of a debt refinancing on which the management team had been working to replace the credit facilities of Xperi and TiVo in connection with the transaction. Xx. Xxxxxxxx noted that Xxxxx was working to obtain a commitment letter from lenders concurrently with the proposed execution of a merger agreement for the transaction. Xx. Xxxxxxxx then presented a financial analysis of the proposed all-stock transaction based on the latest financial forecasts for Xperi and TiVo, synergy estimates for the transaction and current market statistics. The presentation included, among other things, a pro forma view of the financial aspects of the business combination (including a preliminary contribution analysis for the combined business) and a pro forma view of the future financial prospects of the combined company (with and without synergies). The Xperi board then asked a number of questions to Xx. Xxxxxxxx and Centerview related to the presentation and the financial analysis. Representatives from Skadden then described the status of negotiations of the proposed merger agreement, including material issues that remained under discussion.

Xxxxxxxx and Xx. Xxxxx also discussed the status of negotiations of the merger agreement and the financing for the combined company and agreed to schedule an all-hands call with Xperi and TiVo and each of their respective advisors to discuss steps to close the transaction later that day. Later that day, representatives of TiVo, Xperi, LionTree, Centerview, Xxxxxx Cooley and Skadden held a due diligence check-in telephone conference call to discuss the status of due diligence between the parties and the timeline to signing. Representatives of Xxxxxx Cooley and Skadden also had a follow-up call to discuss bring-down due diligence matters later that evening. On December 16, 2019, representatives of TiVo, Xperi, LionTree, Centerview, Xxxxxx Cooley and Skadden held a telephone conference call to discuss the status of due diligence and the status of the financing commitments. Later that morning, TiVo director Xx. Xxxxxxx had a call with Xx. Xxxxxxxx to discuss Xx. Xxxxxxxx’x vision for the combined company. In the afternoon on December 16, the TiVo board held a meeting, with representatives of TiVo management, LionTree and Xxxxxx Cooley in attendance. Representatives of Xxxxxx Cooley provided an update on the current status and resolution of transaction issues previously open and under board discussion, including those related to the certainty of transaction completion. TiVo management provided an update on the negotiations and status of the merger agreement and financing commitments. Questions were asked, and a full discussion ensued, including a discussion of remaining open issues and process, as well as consideration of TiVo remaining an independent standalone company and other potential strategic alternatives that may be reasonably available to it. Representatives of LionTree then reviewed certain preliminary financial analyses undertaken by LionTree related to the proposed transactions. After the board meeting, XxXx director Xx. Xxxxxx had a call with Xx. Xxxxxxxx to discuss Xx. Xxxxxxxx’x vision for the combined company. Later that evening on December 16, Skadden sent a revised draft of the merger agreement reflecting further discussion amongst principals on key issues regarding closing conditions and corporate governance. On December 17, 2019, Xxxxxx Cooley held further discussions with TiVo on the latest draft merger agreement and the remaining issues relating to closing conditionality. Additionally, TiVo director Xx. Xxxx had a call with Xx. Xxxxxxxx to discuss his background and experience, and vision for the combined company. Later that day, the Xperi board held a special meeting to review the terms of the proposed mergers.

Xxxxxxxx and Xx. Xxxxx also discussed had dinner and continued to discuss the status of negotiations governance and management of the merger agreement combined company. On December 4, 2019, Xx. Xxxxxxxx updated Xx. Xxxx on his discussion with Xx. Xxxxx on the governance and management of the financing combined company. Xx. Xxxx instructed Xx. Xxxxxxxx to discuss this matter with each of the members of the Xperi board and to provide Xx. Xxxx with an update on their views. On December 5, 2019, Xx. Xxxxx communicated to Xx. Xxxxxxxx by telephone conference call that the TiVo board had discussed Xxxxx’s proposals for the governance and management of the combined company and agreed to schedule an all-hands with all of the proposals other than Xx. Xxxxxxxx being the Chief Executive Officer of the combined company. Xx. Xxxxx noted that Xxx Xxxxx, the Chairman of the TiVo board, would call with Xxxx Xxxx, the Chairman of the Xperi and TiVo and each of their respective advisors board, to discuss steps to close the transaction later that dayofficer designations. Later that day, representatives Xx. Xxxxxxxx updated each member of TiVo, Xperi, LionTree, Centerview, Xxxxxx the Xperi board to understand their current thinking on proposed governance and Skadden held a due diligence check-in telephone conference call to discuss management of the status of due diligence between the parties combined company. The Xperi board reiterated their preference that Xx. Xxxxxxxx and the timeline to signingcurrent senior management of Xperi run the combined company. Representatives of Xxxxxx and Skadden also had The Xperi board believed that having a follow-up call to discuss bring-down due diligence matters later that evening. On December 16, 2019, representatives of TiVo, Xperi, LionTree, Centerview, Xxxxxx and Skadden held a telephone conference call to discuss the status of due diligence and the status of the financing commitments. Later that morning, TiVo director Xx. Xxxxxxx had a call shared leadership model with Xx. Xxxxxxxx to discuss as Executive Chairman and Xx. Xxxxxxxx’x vision for the combined companyXxxxx as Chief Executive Officer or vice-versa was sub-optimal and would create internal confusion. In the afternoon on December 16, the TiVo board held a meeting, with representatives of TiVo management, LionTree and Xxxxxx in attendanceXx. Representatives of Xxxxxx Xxxxxxxx provided an update on of his discussions with the current status and resolution of transaction issues previously open and under Xperi board discussion, including those related to the certainty of transaction completion. TiVo management provided an update on the negotiations and status of the merger agreement and financing commitments. Questions were asked, and a full discussion ensued, including a discussion of remaining open issues and process, as well as consideration of TiVo remaining an independent standalone company and other potential strategic alternatives that may be reasonably available to it. Representatives of LionTree then reviewed certain preliminary financial analyses undertaken by LionTree related to the proposed transactions. After the board meeting, XxXx director Xx. Xxxxxx had a call with Xxxx by email and Xx. Xxxx asked Xx. Xxxxxxxx to discuss communicate the Xperi board’s position to Xx. Xxxxxxxx’x vision for Xxxxx. Later that day, Xx. Xxxxxxxx called Xx. Xxxxx to reiterate that the Xperi board felt it was important that Xperi management should hold key management positions in the combined company, including the Chief Executive Officer. Later that evening on On December 166, Skadden sent 2019, Cooley delivered a revised draft of the merger agreement, with feedback from TiVo’s management to Skadden. The revised draft contained TiVo’s proposal on certain key legal issues, including termination fees, closing conditions, “no-shop” provisions and representations and warranties. Certain issues such as corporate governance of HoldCo, treatment of equity awards and financing related provisions were identified as requiring further due diligence and discussion among the business principals. On December 7, 2019, Xx. Xxxx discussed the management and governance of the combined company with Xx. Xxxxx by telephone. Xx. Xxxxx explained that the TiVo board would prefer that existing members of TiVo management hold key management positions in the combined company and that existing TiVo directors comprise a majority of the combined company’s board of directors. Xx. Xxxx and Xx. Xxxxx agreed that each would instruct Xx. Xxxxxxxx and Xx. Xxxxx to discuss and seek to agree to a compromise position on management and governance issues. On December 7, 2019, representatives of Xperi and Skadden discussed the revised draft of the merger agreement reflecting further discussion amongst principals provided by Cooley on key issues regarding December 6, including the treatment of equity awards, deletions of certain closing conditions and corporate governance. On December 17changes to the financing cooperation covenant, 2019, Xxxxxx held further discussions with TiVo on the latest draft merger agreement and the remaining issues relating to closing conditionality. Additionally, TiVo director Xx. Xxxx had a call with Xx. Xxxxxxxx to discuss his background and experience, and vision for the combined company. Later that day, the Xperi board held a special meeting to review the terms of the proposed mergersamong other legal issues.

Xxxxxxxx and Xx. Xxxxx also discussed Xxxxxxx X. Sherwin have been appointed to its Board of Directors pursuant to an agreement with Icahn Partners. Xx. Xxxxxxxx was proposed as a nominee to the status of negotiations of the merger agreement Board by Icahn Partners and the financing for the combined company and agreed to schedule an all-hands call with Xperi and TiVo and each of their respective advisors to discuss steps to close the transaction later that day. Later that day, representatives of TiVo, Xperi, LionTree, Centerview, Xxxxxx and Skadden held a due diligence check-in telephone conference call to discuss the status of due diligence between the parties and the timeline to signing. Representatives of Xxxxxx and Skadden also had a follow-up call to discuss bring-down due diligence matters later that evening. On December 16, 2019, representatives of TiVo, Xperi, LionTree, Centerview, Xxxxxx and Skadden held a telephone conference call to discuss the status of due diligence and the status of the financing commitments. Later that morning, TiVo director Xx. Xxxxxxx had a call with Xxwas selected by the Company as part of its process to identify new directors. Xxxxxxxx to discuss Xx. Xxxxxxxx’x vision for the combined company. In the afternoon on December 16, the TiVo board held a meeting, with representatives of TiVo management, LionTree and Xxxxxx in attendance. Representatives of Xxxxxx provided an update on the current status and resolution of transaction issues previously open and under board discussion, including those related to the certainty of transaction completion. TiVo management provided an update on the negotiations and status of the merger agreement and financing commitments. Questions were asked, and a full discussion ensued, including a discussion of remaining open issues and process, as well as consideration of TiVo remaining an independent standalone company and other potential strategic alternatives that may be reasonably available to it. Representatives of LionTree then reviewed certain preliminary financial analyses undertaken by LionTree related to the proposed transactions. After the board meeting, XxXx director Xx. Xxxxxx had a call with Xx. Xxxxxxxx to discuss Xx. Xxxxxxxx’x vision for the combined company. Later that evening on December 16, Skadden sent a revised draft of the merger agreement reflecting further discussion amongst principals on key issues regarding closing conditions and corporate governance. On December 17, 2019, Xxxxxx held further discussions with TiVo on the latest draft merger agreement and the remaining issues relating to closing conditionality. Additionally, TiVo director Xx. Xxxx had a call with Xx. Xxxxxxxx to discuss his background and experience, and vision for the combined company. Later that day, the Xperi board held a special meeting to review Under the terms of the proposed mergersagreement, Icahn Partners has agreed to vote its shares at the 2010 Annual Meeting for Biogen Idec’s nominees, who will include current directors Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxxx as well as Drs. Rowinsky and Sherwin. In addition, under the terms of the agreement, Icahn Partners will withdraw its notice of nomination of persons for election as directors and its proposal to amend Biogen Idec’s Bylaws to limit the size of the Board. Biogen Idec has temporarily increased the number of seats on the Board from 12 to 13. Xxxxx X. Xxxxxx and Xxxxx X. Xxxx will complete their current terms and, as previously announced, will not stand for reelection at the 2010 Annual Meeting. Following the 2010 Annual Meeting, there will be 12 seats on the Board. Xxxxxxx X. Xxxxx, Chairman of the Board of Directors, said, "We believe that adding Drs. Sherwin and Rowinsky, both of whom bring relevant skills and significant industry experience to the Board, is a positive outcome for Biogen Idec and its stockholders and we look forward to working with them.” Xxxx Xxxxx, founder and CEO of Icahn Partners, said, "I am pleased we were able to reach an agreement that is in stockholders’ best interests. The nominees who will replace Messrs. Xxxxxx and Ross are extremely qualified and I believe will add great value to Biogen. We look forward to continuing to work together constructively to drive performance and increase shareholder value." The agreement between Biogen Idec and Icahn Partners LP will be filed in a Form 8-K with the Securities and Exchange Commission. The Company expects to file its proxy materials for the 2010 Annual Meeting in the near future. Biography of Xx. Xxxx X. Rowinsky Xx. Xxxxxxxx, 53, has served as a director at Adventrx Pharmaceuticals (AMEX: ANX) since February 2008. Xx. Xxxxxxxx recently served as Executive Vice President Clinical Development and Regulatory at ImClone Systems Incorporated, a wholly-owned subsidiary of Xxx Xxxxx and Company. Prior to joining ImClone Systems in 2005, Xx. Xxxxxxxx focused his academic efforts in cancer drug development as the Director of Clinical Research and later Director of the Institute for Drug Development of the Cancer Therapy and Research Center in San Antonio and the SBC Endowed Chair for Early Drug Development from 1996 to 2005. He was also Clinical Professor of Medicine in the Division of Medical Oncology at the University of Texas Health Science Center at San Antonio from 1996 to 2006. From 1987 to 1996, Xx. Xxxxxxxx served as an Associate Professor of Oncology at the Xxxxx Xxxxxxx University School of Medicine. He was a longstanding NCI principal investigator on U01 anticancer drug development grants and integrally involved in pivotal clinical and preclinical investigations which led to the development of paclitaxel, docetaxel, topotecan, irinotecan, erlotinib and gefitinib, among others. Xx. Xxxxxxxx'x honors include receipt of the career development award of the American Cancer Society and the 6th Annual Xxxx X. Xxxxxxxxx Award for outstanding achievement of a young researcher in clinical cancer therapeutics. Xx. Xxxxxxxx received his B.A. degree from New York University and his M.D. from the Vanderbilt University School of Medicine. Following his residency in internal medicine at the University of California, he completed fellowship training in medical oncology at the Xxxxx Xxxxxxx University School of Medicine.