EX-10.5





 Exhibit 10.5 

NURIX THERAPEUTICS, INC. 
 July 15,
2020 
 Arthur T. Sands, M.D., Ph.D. 
 c/o Nurix Therapeutics,
Inc. 
 RE: Continued Employment with Nurix Therapeutics, Inc. 

Dear Arthur: 
 This employment letter sets forth
the terms confirms your continued employment as Chief Executive Officer of Nurix Therapeutics, Inc., a Delaware Corporation (the “Company” or “Nurix”). You will continue to report to the Board of Directors of the
Company (the “Board”) and will remain a member of the Board. This employment letter amends and restates the employment letter entered into between you and Nurix, dated February 20, 2020 (the “Prior Agreement”).

 1. Compensation. 

a. Salary. In this position, the Company will pay you an annual base salary of $525,000 per year, payable in accordance with the
Company’s standard payroll schedule. Your pay will be periodically reviewed as a part of the Company’s regular reviews of compensation. 

b. Bonus. You will be eligible to receive a cash incentive annual bonus of up to 50% of your base salary, based upon the
achievement of both Company and personal goals. Any annual bonus earned will be paid no later than March 15th of the year following the year in which such bonus was earned. Please note that bonus
programs, payouts and criterion are subject to change or adjustment as the business needs at the Company may require. 
 c. Equity
Awards. You currently hold Company equity grants. You will be eligible for future discretionary equity grants at the sole discretion of the Company. 

2. Employee Benefits. You will be entitled to participate in employee benefit plans currently and hereafter maintained by
the Company of general applicability to other employees of the Company subject to the eligibility requirements of each such benefit plan. The Company, in its sole discretion, may amend, suspend or terminate its employee benefits at any time, with or
without notice. In addition, you will be entitled to vacation in accordance with the Company’s vacation policy, as in effect from time to time. We also acknowledge that you are a participant in, or will become a participant in, the
Company’s Severance and Change in Control Plan (the “Severance & Change in Control Plan”). 

3. Confidentiality Agreement. By signing this letter agreement, you reaffirm the terms and conditions of the confidential
information and invention assignment agreement by and between you and the Company. 
 4. No Conflicting Obligations.
You understand and agree that by signing this letter agreement, you represent to the Company that your performance will not breach any other agreement to which you are a party and that you have not, and will not during the term of your employment
with the Company, enter into any oral or written agreement in conflict with any of the provisions of this letter or the Company’s policies. You are not to bring with you to the Company, or use or disclose to any person associated with the
Company, any confidential or proprietary information belonging to any former employer or other 












 
person or entity with respect to which you owe an obligation of confidentiality under any agreement or otherwise. The Company does not need and will not use such information and we will assist
you in any way possible to preserve and protect the confidentiality of proprietary information belonging to third parties. Also, we expect you to abide by any obligations to refrain from soliciting any person employed by or otherwise associated with
any former employer and suggest that you refrain from having any contact with such persons until such time as any non-solicitation obligation expires. 

5. Outside Activities. While you render services to the Company, you agree that you will not engage in any other
employment, consulting or other business activity without the written consent of the Company. In addition, while you render services to the Company, you will not assist any person or entity in competing with the Company, in preparing to compete with
the Company or in hiring any employees or consultants of the Company. 
 6. General Obligations. As an employee, you
will be expected to adhere to the Company’s standards of professionalism, loyalty, integrity, honesty, reliability and respect for all. You will also be expected to comply with the Company’s policies and procedures. The Company is an equal
opportunity employer. 
 7. At-Will Employment. Employment with the Company is
for no specific period of time. Your employment with the Company will be on an “at will” basis, meaning that either you or the Company may terminate your employment at any time for any reason or no reason. The Company also reserves the
right to modify or amend the terms of your employment at any time for any reason. Any contrary representations which may have been made to you are superseded by this letter agreement. Although your job duties, title, compensation and benefits, as
well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and the Company’s Board of
Directors. 
 8. Withholdings. All forms of compensation paid to you as an employee of the Company shall be less all
applicable withholdings. 
 [SIGNATURE PAGE FOLLOWS] 












 This letter agreement and the Severance & Change in Control Plan supersede and
replace any prior understandings or agreements, whether oral, written or implied, between you and the Company regarding the matters described in this letter, including, without limitation, the Prior Agreement. This letter will be governed by the
laws of California, without regard to its conflict of laws provisions. 
  

	
	Very truly yours,
	
	NURIX THERAPEUTICS, INC.
	
	/s/ Christine Ring
	By: Christine Ring
	  General Counsel



  

	
	ACCEPTED AND AGREED:
	
	Arthur Sands, M.D., Ph.D.
	
	/s/ Arthur Sands
	Signature
	
	July 15, 2020
	Date

 [SIGNATURE PAGE TO RESTATED
EMPLOYMENT AGREEMENT]