0001558370-16-003288 Sample Contracts

SEVERANCE AGREEMENT AS AMENDED
Severance Agreement • February 19th, 2016 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware

This Severance Agreement (the “Agreement”) is entered into by and between Patricia Bitar (“you” or “your”) and the Company. This Agreement, as amended, has an effective date of February 15, 2016 (the “Effective Date”). The Board has authorized the Company to enter into this Agreement in order for you to become a Covered Employee (as defined in the Plan) and participant in the Plan as provided by the Plan. This Agreement is the Severance Agreement described in the Plan and this Agreement enumerates the Plan benefits that may be provided to you as a Covered Employee as referenced in Section II of the Plan. All provisions of this Agreement are subject to and governed by the terms of the Plan. In the event of any conflict in terms between the Plan and this Agreement, the terms of the Plan shall prevail and govern.

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Amendment #2 Cooperative Research and Development Agreement #02661
Tracon Pharmaceuticals, Inc. • February 19th, 2016 • Biological products, (no disgnostic substances)

The purpose of this amendment is to change certain terms of the above-referenced Cooperative Research and Development Agreement (CRADA). These changes are reflected below, and except for these changes, all other provisions of the original CRADA and any subsequent amendments remain in full force and effect. Upon execution, the National Cancer Institute (“ICD”) and Collaborator will each retain a copy of this Amendment.

SECOND AMENDMENT TO LICENSE AGREEMENT
License Agreement • February 19th, 2016 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)

This SECOND AMENDMENT TO LICENSE AGREEMENT (“2nd Amendment”) is entered into as of January 31, 2016 (the “2nd Amendment Effective Date”) by and between Santen Pharmaceutical Co., Ltd., a company organized under the laws of Japan (“Santen”) and TRACON Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (“Tracon”).

AMENDMENT #2
Tracon Pharmaceuticals, Inc. • February 19th, 2016 • Biological products, (no disgnostic substances)

The purpose of this amendment is to change certain terms of the above-reference Cooperative Research and Development Agreement (CRADA). These changes are reflected below, and except for these changes, all other provisions of the original CRADA remain in full force and effect. Two originals of this amendment are provided for execution; one is to remain with the National Cancer Institute (NCI) and the other with the Collaborator.

FOURTH AMENDMENT TO LEASE
Lease • February 19th, 2016 • Tracon Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)

This FOURTH AMENDMENT TO LEASE (this "Fourth Amendment") is made and entered into as of the 30 day of November, 2015, by and between RP AVENTINE OFFICE OWNER, L.L.C., a Delaware limited liability company ("Landlord"), and TRACON PHARMACEUTICALS, INC., a Delaware corporation ("Tenant").

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