0001564590-19-004472 Sample Contracts

Executive Severance Benefits Agreement
Executive Severance Benefits Agreement • February 26th, 2019 • Five Prime Therapeutics Inc • Pharmaceutical preparations • California

This Executive Severance Benefits Agreement (this “Agreement”), effective as of November 26, 2018 (the “Effective Date”), is between David Smith (“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.

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Executive Severance Benefits Agreement
Severance Benefits Agreement • February 26th, 2019 • Five Prime Therapeutics Inc • Pharmaceutical preparations • California

This Executive Severance Benefits Agreement (this “Agreement”), effective as of September 5, 2017 (the “Effective Date”), is between Bryan Irving, 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 NON-EXCLUSIVE LICENSE AGREEMENT Dated 6 February 2012 Between LONZA SALES AG and FIVE PRIME THERAPEUTICS, INC. and BIOWA, INC.
Non-Exclusive License Agreement • February 26th, 2019 • Five Prime Therapeutics Inc • Pharmaceutical preparations

[***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Amendment No. 1 to the License and Collaboration Agreement
License and Collaboration Agreement • February 26th, 2019 • Five Prime Therapeutics Inc • Pharmaceutical preparations

This Amendment No. 1 to the License and Collaboration Agreement (this “Amendment”), effective December 21, 2018 (the “Amendment Effective Date”), is made and entered into by and between Five Prime Therapeutics, Inc., a Delaware corporation (“FivePrime”), and Zai Lab (Shanghai) Co., Ltd., a limited company organized under the laws of the People’s Republic of China (“Zai”).

AMENDMENT No. 2 to the NON-EXCLUSIVE LICENSE AGREEMENT Dated 6 February 2012 Between BIOWA, INC. and LONZA SALES AG and FIVE PRIME THERAPEUTICS, INC.
Non-Exclusive License Agreement • February 26th, 2019 • Five Prime Therapeutics Inc • Pharmaceutical preparations

[***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Amendment No. 1 to the Confidential Consulting Agreement
Confidential Consulting Agreement • February 26th, 2019 • Five Prime Therapeutics Inc • Pharmaceutical preparations

This Amendment No. 1 to the Consulting Agreement (this “Amendment”), effective October 13, 2018 (the “Amendment Effective Date”), is made and entered into by and between Five Prime Therapeutics, Inc., a Delaware corporation (“Client”), and FLG Partners, LLC, a California limited liability company (“FLG”).

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