0001564590-17-002299 Sample Contracts

LEASE THE COVE AT OYSTER POINT
Lease Agreement • February 24th, 2017 • Five Prime Therapeutics Inc • Pharmaceutical preparations • California

This Lease (the "Lease"), dated as of the Execution Date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between HCP OYSTER POINT III LLC, a Delaware limited liability company ("Landlord"), and FIVE PRIME THERAPEUTICS, INC., a Delaware corporation ("Tenant"). Landlord and Tenant may each be referred to in this Lease individually as a “Party” and collectively as the “Parties.”

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Executive Severance Benefits Agreement
Executive Severance Benefits Agreement • February 24th, 2017 • Five Prime Therapeutics Inc • Pharmaceutical preparations • California

This Executive Severance Benefits Agreement (this “Agreement”), effective as of February 1, 2016 (the “Effective Date”), between Kevin Paul Baker, Ph.D. (“Executive”) and Five Prime Therapeutics, Inc. (“FivePrime”). This Agreement is intended to provide Executive with certain compensation and benefits in the event that Executive is subject to certain qualifying terminations of employment. Certain capitalized terms used in this Agreement are defined in Article 6.

Amendment No. 1 to the Executive Severance Benefits Agreement
Executive Severance Benefits Agreement • February 24th, 2017 • Five Prime Therapeutics Inc • Pharmaceutical preparations

This Amendment No. 1 to the Executive Severance Benefits Agreement (this “Amendment”), effective January 21, 2016 (the “Amendment Effective Date”), is made and entered into by and between Five Prime Therapeutics, Inc., a Delaware corporation (“FivePrime”), and Robert Sikorski, an individual (“Executive”).

Five Prime Therapeutics, Inc. 2013 Omnibus Incentive Plan Restricted Stock Agreement
Restricted Stock Agreement • February 24th, 2017 • Five Prime Therapeutics Inc • Pharmaceutical preparations • Delaware

This Restricted Stock Agreement (this “Agreement”) governs the grant of a Restricted Stock award (the “RSA”) by Five Prime Therapeutics, Inc., a Delaware corporation (“FivePrime”), to the award recipient identified below. The RSA is subject to the terms and conditions set forth in this Agreement, which includes this cover sheet and the attached additional terms and conditions, and in FivePrime’s 2013 Omnibus Incentive Plan (as amended from time to time, the “Plan”).

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