The Board of Directors of Xencor, Inc. (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and other stakeholders, including the patients we seek to serve, and to oversee the management of the Company's business. The Board of Directors has established the Company’s Code of Business Conduct and Ethics to provide a foundation for the way we expect all employees to perform on the Company’s behalf.