Common use of EXECUTION VERSION Clause in Contracts

EXECUTION VERSION. The Parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year written below. The Parties acknowledge that the signature date may not be the Effective Date. Sanofi-Aventis US LLC Relypsa, Inc. By: /s/ Xxxxxxxx Xxxxx By: /s/ Xxxx X. Xxxxx Name: Xxxxxxxx Xxxxx Name: Xxxx X. Xxxxx Title: SVP, Head of Specialty Care Title: President & CEO Date: 8/10/2015 Date: By: Name: Title: Date: EXECUTION VERSION Exhibit A INITIAL SALES PROGRAM PLAN FOR THE PRODUCT [***] Exhibit A Page 1 of 4 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION [***] Exhibit A Page 2 of 4 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION [***] Exhibit A Page 3 of 4 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION [***]. Exhibit A Page 4 of 4 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit B SALES FORCE INCENTIVE PLAN Following the Effective Date, [***] in accordance with its policies and procedures governing [***]: [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit C TECHNICAL AGREEMENTS To be finalized within [***] ([***]) days after the Effective Date. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit D FORM OF SERVICE FEE INVOICE [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit E FORM OF [***] Relypsa, Inc. [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit F FORM OF [***] [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit G [***] DETAIL REPORT § Total number of details performed by [***] § Aggregate detail activity for [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit H PRESS RELEASE NEWS RELEASE Contact: Xxxxxxxxx Xxxxxx Vice President, Corporate Communications 650.421.9352 XX@xxxxxxx.xxx RELYPSA ENTERS two-year DETAILING AGREEMENT WITH SANOFI IN THE UNITED STATES REDWOOD CITY, Calif., August 10, 2015 – Relypsa Inc. (NASDAQ: RLYP), a biopharmaceutical company, today announced it has entered a two-year detailing agreement with Sanofi for Patiromer for Oral Suspension (Patiromer FOS). Patiromer FOS is Relypsa’s investigational medicine that is currently under review for the treatment of hyperkalemia with the U.S. Food and Drug Administration (FDA), with a Prescription Drug User Fee Act (PDUFA) action date of October 21, 2015. Relypsa intends to commercialize Patiromer FOS, if approved, with its own dedicated U.S.-based commercial team and specialty sales force of approximately 120 sales representatives. Relypsa’s sales force will focus primarily on outreach to nephrologists, cardiologists and hospitals. Under the terms of the agreement, Sanofi’s nephrology sales force will complement Relypsa’s efforts by detailing Patiromer FOS in the United States for a two-year period. During the term of the agreement, Sanofi will be paid a service fee and is also eligible to receive incentive payments. The term may be extended by mutual agreement of both parties. Relypsa will continue to be responsible for all regulatory, development, commercial, manufacturing and distribution activities for Patiromer FOS in the United States, including recording sales. “Hyperkalemia is a serious and potentially fatal medical complication. We are continuing to work toward our goal of bringing hyperkalemia patients the first new medicine in more than 50 years,” said Xxxx X. Xxxxx, president and chief executive officer of Relypsa. “We believe this agreement will support a strong start for Patiromer FOS in the United States, if approved. Sanofi’s experienced nephrology sales force can be mobilized immediately upon potential approval and, combined with our own representatives, will enable more frequent and comprehensive outreach to nephrologists and cardiologists.” Relypsa, Inc. | 000 Xxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 | Tel: 000-000-0000 | Fax: 000-000-0000 | xxx.xxxxxxx.xxx EXECUTION VERSION “Sanofi is committed to helping people living with renal disease and is proud to partner with Relypsa, a company that shares our commitment,” said Xxx Xxxxx, senior vice president of the Specialty Care Division, Sanofi. “For nearly two decades, Sanofi has served the nephrology community with our portfolio of renal products and services. This agreement has the potential to help us build upon that legacy by bringing a new and innovative therapy to patients with hyperkalemia.” Conference Call Today at 5:00 PM ET (2:00 PM PT) The Relypsa management team will host a teleconference and webcast to discuss the partnership. The live call may be accessed by phone by calling (000) 000-0000 (domestic) or (000) 000-0000 (international), conference code 8382449. The webcast may be accessed live on the investor relations section of the Relypsa website at xxxxxxxx.xxxxxxx.xxx and will be archived for 30 days following the call. About Patiromer for Oral Suspension Patiromer FOS is an oral potassium binder in development for the treatment of hyperkalemia. This investigational medicine has been studied in both treatment and prevention studies, primarily in patients with chronic kidney disease (CKD), also heart failure, patients with both, and those with diabetes and hypertension. The clinical program includes a two-part pivotal Phase 3 program conducted under Special Protocol Assessment with FDA, a 12-month Phase 2 trial and a 48-hour Phase 1 onset-of-action trial. About Hyperkalemia Hyperkalemia, or abnormally elevated levels of potassium in the blood, is a condition which can lead to life-threatening cardiac arrhythmia and sudden death. It is frequently prevalent in patients who suffer from CKD, hypertension, diabetes and/or heart failure. Patients with CKD or heart failure are at particular risk for developing hyperkalemia, especially those treated with renin-angiotensin-aldosterone-system (RAAS) inhibitors, which can increase blood potassium levels in patients taking these medicines. About Relypsa, Inc. Relypsa, Inc. is a biopharmaceutical company focused on the development and commercialization of non-absorbed polymeric drugs to treat disorders in the areas of renal, cardiovascular and metabolic diseases. The company's two-part pivotal Phase 3 trial of its lead product candidate, Patiromer for Oral Suspension, has been completed and the primary and secondary endpoints were met. A New Drug Application for Patiromer for Oral Suspension for the treatment of hyperkalemia was accepted by the U.S. Food and Drug Administration and is currently under review. Relypsa has global royalty-free commercialization rights to Patiromer for Oral Suspension, which has intellectual property protection in the United States until at least 2030. More information is available at xxx.xxxxxxx.xxx. About Sanofi Sanofi, a global healthcare leader, discovers, develops and distributes therapeutic solutions focused on patients’ needs. Sanofi has core strengths in diabetes solutions, human vaccines, innovative drugs, consumer healthcare, emerging markets, animal health and Genzyme. Sanofi is listed in Paris (EURONEXT: SAN) and in New York (NYSE: SNY). Relypsa, Inc. | 000 Xxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 | Tel: 000-000-0000 | Fax: 000-000-0000 | xxx.xxxxxxx.xxx EXECUTION VERSION Forward-Looking Statements Related to Relypsa, Inc. To the extent that statements contained in this press release are not descriptions of historical facts regarding Relypsa, they are forward-looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the potential for, and timing of, approval and commercialization of Patiromer for Oral Suspension, or Patiromer FOS, the expected impact of the agreement with Sanofi, the therapeutic and commercial potential of Patiromer FOS, Relypsa’s commercial launch plans and the potential Prescription Drug User Fee Act action date. Such forward-looking statements involve substantial risks and uncertainties that could cause our clinical development program, future results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the uncertainties inherent in the clinical drug development process, including the regulatory approval process, the timing of Relypsa's regulatory filings, Relypsa's substantial dependence on Patiromer FOS, Relypsa's commercialization plans and efforts and other matters that could affect the availability or commercial potential of Patiromer FOS. Relypsa undertakes no obligation to update or revise any forward-looking statements. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of Relypsa in general, see Relypsa's current and future reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2014, and its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015. ### Relypsa, Inc. | 000 Xxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 | Tel: 000-000-0000 | Fax: 000-000-0000 | xxx.xxxxxxx.xxx EXECUTION VERSION EXHIBIT I SANOFI EXPENSES PER DETAIL [***]

EXECUTION VERSION. The Parties hereto have caused this Agreement to be executed by their duly authorized officers as An additional portion of the day and year written below. The Parties acknowledge that Restricted Stock shall also vest equal to 25% of the signature date may not be total shares, as described in Section 8(d)(v)(A) of the Effective Date. Sanofi-Aventis US LLC RelypsaEmployment Agreement, Inc. By: /s/ Xxxxxxxx Xxxxx By: /s/ Xxxx X. Xxxxx Name: Xxxxxxxx Xxxxx Name: Xxxx X. Xxxxx Title: SVP, Head of Specialty Care Title: President & CEO Date: 8/10/2015 Date: By: Name: Title: Date: EXECUTION VERSION Exhibit A INITIAL SALES PROGRAM PLAN FOR THE PRODUCT [***] Exhibit A Page 1 of 4 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to termination of Participant by the omitted portions. EXECUTION VERSION [***] Exhibit A Page 2 Company without “Cause” or termination by Participant for “Good Reason,” in each case as defined under the Employment Agreement; and 100% of 4 [***] Certain information the Restricted Stock shall also vest subject to the terms of Sections 3(c)(i) and 3(c)(iii) of the change in this document has been omitted control and filed separately with severance agreement between the Securities Company and Exchange Commission. Confidential treatment has been requested the Participant dated June 26, 2017 (the “CIC Severance Agreement”), with respect to termination of Participant during a “Change in Control Period,” as defined in the omitted portionsCIC Severance Agreement. EXECUTION VERSION [***] Exhibit A Page 3 of 4 [***] Certain information The Restricted Stock is subject to the terms and conditions in this document has been omitted Award Agreement and filed separately with the Securities Plan. The Restricted Stock and Exchange Commission. Confidential treatment has been requested with respect the shares acquired pursuant to vesting of the Restricted Stock are subject to the omitted portionsCompany’s Incentive Compensation Recoupment Policy and the clawback terms provided in Section 26 of the Employment Agreement. EXECUTION VERSION [***]Without limiting the generality of the foregoing, any shares acquired pursuant to vesting of the Restricted Stock shall be subject to clawback by the Company as a result of any act or omission that involves the Executive’s fraud or any act or omission of the Executive that constitutes “Cause,” as defined in the Employment Agreement. Agreements and Acknowledgements By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that the Restricted Stock is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit A Page 4 A, all of 4 [***] Certain information which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this document has been omitted Award Agreement and filed separately with fully understands all provisions of the Securities Plan and Exchange CommissionAward Agreement. Confidential treatment has been requested with respect Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the omitted portionsPlan and Award Agreement. EXECUTION VERSION Exhibit B SALES FORCE INCENTIVE PLAN Following Participant agrees and certifies that Participant has not been previously employed in any capacity by the Effective Date, [***] in accordance with its policies and procedures governing [***]: [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit C TECHNICAL AGREEMENTS To be finalized within [***] ([***]) days after the Effective Date. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit D FORM OF SERVICE FEE INVOICE [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit E FORM OF [***] Relypsa, Inc. [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit F FORM OF [***] [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit G [***] DETAIL REPORT § Total number of details performed by [***] § Aggregate detail activity for [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit H PRESS RELEASE NEWS RELEASE Contact: Xxxxxxxxx Xxxxxx Vice President, Corporate Communications 650.421.9352 XX@xxxxxxx.xxx RELYPSA ENTERS two-year DETAILING AGREEMENT WITH SANOFI IN THE UNITED STATES REDWOOD CITY, Calif., August 10, 2015 – Relypsa Inc. (NASDAQ: RLYP), Company or a biopharmaceutical company, today announced it has entered a two-year detailing agreement with Sanofi for Patiromer for Oral Suspension (Patiromer FOS). Patiromer FOS is Relypsa’s investigational medicine that is currently under review for the treatment of hyperkalemia with the U.S. Food and Drug Administration (FDA), with a Prescription Drug User Fee Act (PDUFA) action date of October 21, 2015. Relypsa intends to commercialize Patiromer FOS, if approved, with its own dedicated U.S.-based commercial team and specialty sales force of approximately 120 sales representatives. Relypsa’s sales force will focus primarily on outreach to nephrologists, cardiologists and hospitals. Under the terms of the agreement, Sanofi’s nephrology sales force will complement Relypsa’s efforts by detailing Patiromer FOS in the United States for a two-year period. During the term of the agreement, Sanofi will be paid a service fee and is also eligible to receive incentive payments. The term may be extended by mutual agreement of both parties. Relypsa will continue to be responsible for all regulatory, development, commercial, manufacturing and distribution activities for Patiromer FOS in the United States, including recording sales. “Hyperkalemia is a serious and potentially fatal medical complication. We are continuing to work toward our goal of bringing hyperkalemia patients the first new medicine in more than 50 years,” said Xxxx X. Xxxxx, president and chief executive officer of Relypsa. “We believe this agreement will support a strong start for Patiromer FOS in the United States, if approved. Sanofi’s experienced nephrology sales force can be mobilized immediately upon potential approval and, combined with our own representatives, will enable more frequent and comprehensive outreach to nephrologists and cardiologists.” Relypsa, Inc. | 000 Xxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 | Tel: 000-000-0000 | Fax: 000-000-0000 | xxx.xxxxxxx.xxx EXECUTION VERSION “Sanofi is committed to helping people living with renal disease and is proud to partner with Relypsa, a company that shares our commitment,” said Xxx Xxxxx, senior vice president of the Specialty Care Division, Sanofi. “For nearly two decades, Sanofi has served the nephrology community with our portfolio of renal products and services. This agreement has the potential to help us build upon that legacy by bringing a new and innovative therapy to patients with hyperkalemia.” Conference Call Today at 5:00 PM ET (2:00 PM PT) The Relypsa management team will host a teleconference and webcast to discuss the partnership. The live call may be accessed by phone by calling (000) 000-0000 (domestic) or (000) 000-0000 (international), conference code 8382449. The webcast may be accessed live on the investor relations section of the Relypsa website at xxxxxxxx.xxxxxxx.xxx and will be archived for 30 days following the call. About Patiromer for Oral Suspension Patiromer FOS is an oral potassium binder in development for the treatment of hyperkalemia. This investigational medicine has been studied in both treatment and prevention studies, primarily in patients with chronic kidney disease (CKD), also heart failure, patients with both, and those with diabetes and hypertension. The clinical program includes a two-part pivotal Phase 3 program conducted under Special Protocol Assessment with FDA, a 12-month Phase 2 trial and a 48-hour Phase 1 onset-of-action trial. About Hyperkalemia HyperkalemiaSubsidiary, or abnormally elevated levels of potassium in the bloodif previously employed, is has had a condition which can lead to lifebona-threatening cardiac arrhythmia and sudden death. It is frequently prevalent in patients who suffer from CKD, hypertension, diabetes and/or heart failure. Patients with CKD or heart failure are at particular risk for developing hyperkalemia, especially those treated with renin-angiotensin-aldosterone-system (RAAS) inhibitors, which can increase blood potassium levels in patients taking these medicines. About Relypsa, Inc. Relypsa, Inc. is a biopharmaceutical company focused on the development and commercialization fide period of non-absorbed polymeric drugs employment, and that the grant of the Restricted Stock is an inducement material to treat disorders Participant’s agreement to enter into employment with the Company or Subsidiary. Participant further agrees to notify the Company upon any change in the areas of renal, cardiovascular and metabolic diseases. The company's two-part pivotal Phase 3 trial of its lead product candidate, Patiromer for Oral Suspension, has been completed and the primary and secondary endpoints were met. A New Drug Application for Patiromer for Oral Suspension for the treatment of hyperkalemia was accepted by the U.S. Food and Drug Administration and is currently under review. Relypsa has global royalty-free commercialization rights to Patiromer for Oral Suspension, which has intellectual property protection in the United States until at least 2030. More information is available at xxx.xxxxxxx.xxx. About Sanofi Sanofi, a global healthcare leader, discovers, develops and distributes therapeutic solutions focused on patients’ needs. Sanofi has core strengths in diabetes solutions, human vaccines, innovative drugs, consumer healthcare, emerging markets, animal health and Genzyme. Sanofi is listed in Paris (EURONEXT: SAN) and in New York (NYSE: SNY). Relypsa, Inc. | 000 Xxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 | Tel: 000-000-0000 | Fax: 000-000-0000 | xxx.xxxxxxx.xxx EXECUTION VERSION Forward-Looking Statements Related to Relypsa, Inc. To the extent that statements contained in this press release are not descriptions of historical facts regarding Relypsa, they are forward-looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the potential for, and timing of, approval and commercialization of Patiromer for Oral Suspension, or Patiromer FOS, the expected impact of the agreement with Sanofi, the therapeutic and commercial potential of Patiromer FOS, Relypsa’s commercial launch plans and the potential Prescription Drug User Fee Act action date. Such forward-looking statements involve substantial risks and uncertainties that could cause our clinical development program, future results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the uncertainties inherent in the clinical drug development process, including the regulatory approval process, the timing of Relypsa's regulatory filings, Relypsa's substantial dependence on Patiromer FOS, Relypsa's commercialization plans and efforts and other matters that could affect the availability or commercial potential of Patiromer FOS. Relypsa undertakes no obligation to update or revise any forward-looking statements. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of Relypsa in general, see Relypsa's current and future reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2014, and its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015. ### Relypsa, Inc. | 000 Xxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 | Tel: 000-000-0000 | Fax: 000-000-0000 | xxx.xxxxxxx.xxx EXECUTION VERSION EXHIBIT I SANOFI EXPENSES PER DETAIL [***]residence address indicated below.

EXECUTION VERSION. The Parties hereto have caused this Agreement to be executed by their duly authorized officers as If the foregoing is in accordance with your understanding of the day agreement between the Company and year written the Underwriters, kindly indicate your acceptance in the space provided for that purpose below. The Parties acknowledge that the signature date may not be the Effective DateVery truly yours, SUNESIS PHARMACEUTICALS, INC. Sanofi-Aventis US LLC Relypsa, Inc. By: /s/ Xxxxxxxx Xxxxx By: /s/ Xxxx Xxxxxxx X. Xxxxx Name: Xxxxxxxx Xxxxx Name: Xxxx Xxxxxxx X. Xxxxx Title: SVPCFO and SVP Corp Dev Accepted as of the date first above written: XXXXX FARGO SECURITIES, Head LLC Acting on its own behalf and as Representative of Specialty Care the several Underwriters referred to in the foregoing Agreement. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: President Director Schedule A Underwriter Firm Stock Xxxxx Fargo Securities, LLC 13,800,000 Xxxxxxxxxxx & CEO Date: 8/10/2015 Date: By: Name: Title: Date: Co. Inc. 9,200,000 Total 23,000,000 EXECUTION VERSION Exhibit SCHEDULE B General Use Free Writing Prospectuses None. SCHEDULE C Pricing Information Firm Stock to be Sold: 23,000,000 Shares of Common Stock Optional Stock to be Sold: 3,450,000 Shares of Common Stock Offering Price: $0.50 per share of Common Stock Underwriting Discounts and Commissions: 6.0% Simultaneous Public Offering of Preferred Stock: $8.5 million gross proceeds EXHIBIT A INITIAL SALES PROGRAM PLAN FOR THE PRODUCT Form of Lock-Up Agreement [***] Exhibit A Page 1 ______], 2019 Xxxxx Fargo Securities, LLC 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representative of 4 [***] Certain information the Several Underwriters Re: Sunesis Pharmaceuticals, Inc. Dear Sirs: This Agreement is being delivered to you in this document has been omitted and filed separately connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Sunesis Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Xxxxx Fargo Securities, LLC (the “Representative”), relating to the proposed public offering of shares of the common stock, par value $0.0001 per share (the “Common Stock”) of the Company. In order to induce you to enter into the Underwriting Agreement, and in light of the benefits that the offering of the Common Stock will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with you that, during the period beginning on and including the date hereof through and including the date that is the 90th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities and Exchange Commission. Confidential treatment has been requested Act of 1934, as the same may be amended or supplemented from time to time (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the omitted portions. EXECUTION VERSION [***] Exhibit A Page 2 undersigned has or hereafter acquires the power of 4 [***] Certain information disposition, or (iii) engage in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION [***] Exhibit A Page 3 of 4 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION [***]. Exhibit A Page 4 of 4 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit B SALES FORCE INCENTIVE PLAN Following the Effective Date, [***] in accordance with its policies and procedures governing [***]: [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit C TECHNICAL AGREEMENTS To be finalized within [***] ([***]) days after the Effective Date. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit D FORM OF SERVICE FEE INVOICE [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit E FORM OF [***] Relypsa, Inc. [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit F FORM OF [***] [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit G [***] DETAIL REPORT § Total number of details performed by [***] § Aggregate detail activity for [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit H PRESS RELEASE NEWS RELEASE Contact: Xxxxxxxxx Xxxxxx Vice President, Corporate Communications 650.421.9352 XX@xxxxxxx.xxx RELYPSA ENTERS two-year DETAILING AGREEMENT WITH SANOFI IN THE UNITED STATES REDWOOD CITY, Calif., August 10, 2015 – Relypsa Inc. (NASDAQ: RLYP), a biopharmaceutical company, today announced it has entered a two-year detailing agreement with Sanofi for Patiromer for Oral Suspension (Patiromer FOS). Patiromer FOS is Relypsa’s investigational medicine that is currently under review for the treatment of hyperkalemia with the U.S. Food and Drug Administration (FDA), with a Prescription Drug User Fee Act (PDUFA) action date of October 21, 2015. Relypsa intends to commercialize Patiromer FOS, if approved, with its own dedicated U.S.-based commercial team and specialty sales force of approximately 120 sales representatives. Relypsa’s sales force will focus primarily on outreach to nephrologists, cardiologists and hospitals. Under the terms any short selling of the agreement, Sanofi’s nephrology sales force will complement Relypsa’s efforts by detailing Patiromer FOS Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. The restrictions set forth in the United States for a two-year period. During the term of the agreement, Sanofi will be paid a service fee and is also eligible to receive incentive payments. The term may be extended by mutual agreement of both parties. Relypsa will continue to be responsible for all regulatory, development, commercial, manufacturing and distribution activities for Patiromer FOS in the United States, including recording sales. “Hyperkalemia is a serious and potentially fatal medical complication. We are continuing to work toward our goal of bringing hyperkalemia patients the first new medicine in more than 50 years,” said Xxxx X. Xxxxx, president and chief executive officer of Relypsa. “We believe this agreement will support a strong start for Patiromer FOS in the United States, if approved. Sanofi’s experienced nephrology sales force can be mobilized immediately upon potential approval and, combined with our own representatives, will enable more frequent and comprehensive outreach to nephrologists and cardiologists.” Relypsa, Inc. | 000 Xxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 | Tel: 000-000-0000 | Fax: 000-000-0000 | xxx.xxxxxxx.xxx EXECUTION VERSION “Sanofi is committed to helping people living with renal disease and is proud to partner with Relypsa, a company that shares our commitment,” said Xxx Xxxxx, senior vice president of the Specialty Care Division, Sanofi. “For nearly two decades, Sanofi has served the nephrology community with our portfolio of renal products and services. This agreement has the potential to help us build upon that legacy by bringing a new and innovative therapy to patients with hyperkalemia.” Conference Call Today at 5:00 PM ET (2:00 PM PT) The Relypsa management team will host a teleconference and webcast to discuss the partnership. The live call may be accessed by phone by calling (000) 000-0000 (domestic) or (000) 000-0000 (international), conference code 8382449. The webcast may be accessed live on the investor relations section of the Relypsa website at xxxxxxxx.xxxxxxx.xxx and will be archived for 30 days following the call. About Patiromer for Oral Suspension Patiromer FOS is an oral potassium binder in development for the treatment of hyperkalemia. This investigational medicine has been studied in both treatment and prevention studies, primarily in patients with chronic kidney disease (CKD), also heart failure, patients with both, and those with diabetes and hypertension. The clinical program includes a two-part pivotal Phase 3 program conducted under Special Protocol Assessment with FDA, a 12-month Phase 2 trial and a 48-hour Phase 1 onset-of-action trial. About Hyperkalemia Hyperkalemia, or abnormally elevated levels of potassium in the blood, is a condition which can lead to life-threatening cardiac arrhythmia and sudden death. It is frequently prevalent in patients who suffer from CKD, hypertension, diabetes and/or heart failure. Patients with CKD or heart failure are at particular risk for developing hyperkalemia, especially those treated with renin-angiotensin-aldosterone-system (RAAS) inhibitors, which can increase blood potassium levels in patients taking these medicines. About Relypsa, Inc. Relypsa, Inc. is a biopharmaceutical company focused on the development and commercialization of non-absorbed polymeric drugs to treat disorders in the areas of renal, cardiovascular and metabolic diseases. The company's two-part pivotal Phase 3 trial of its lead product candidate, Patiromer for Oral Suspension, has been completed and the primary and secondary endpoints were met. A New Drug Application for Patiromer for Oral Suspension for the treatment of hyperkalemia was accepted by the U.S. Food and Drug Administration and is currently under review. Relypsa has global royalty-free commercialization rights to Patiromer for Oral Suspension, which has intellectual property protection in the United States until at least 2030. More information is available at xxx.xxxxxxx.xxx. About Sanofi Sanofi, a global healthcare leader, discovers, develops and distributes therapeutic solutions focused on patients’ needs. Sanofi has core strengths in diabetes solutions, human vaccines, innovative drugs, consumer healthcare, emerging markets, animal health and Genzyme. Sanofi is listed in Paris (EURONEXT: SAN) and in New York (NYSE: SNY). Relypsa, Inc. | 000 Xxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 | Tel: 000-000-0000 | Fax: 000-000-0000 | xxx.xxxxxxx.xxx EXECUTION VERSION Forward-Looking Statements Related to Relypsa, Inc. To the extent that statements contained in this press release are preceding paragraph shall not descriptions of historical facts regarding Relypsa, they are forward-looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the potential for, and timing of, approval and commercialization of Patiromer for Oral Suspension, or Patiromer FOS, the expected impact of the agreement with Sanofi, the therapeutic and commercial potential of Patiromer FOS, Relypsa’s commercial launch plans and the potential Prescription Drug User Fee Act action date. Such forward-looking statements involve substantial risks and uncertainties that could cause our clinical development program, future results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the uncertainties inherent in the clinical drug development process, including the regulatory approval process, the timing of Relypsa's regulatory filings, Relypsa's substantial dependence on Patiromer FOS, Relypsa's commercialization plans and efforts and other matters that could affect the availability or commercial potential of Patiromer FOS. Relypsa undertakes no obligation to update or revise any forward-looking statements. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of Relypsa in general, see Relypsa's current and future reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2014, and its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015. ### Relypsa, Inc. | 000 Xxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 | Tel: 000-000-0000 | Fax: 000-000-0000 | xxx.xxxxxxx.xxx EXECUTION VERSION EXHIBIT I SANOFI EXPENSES PER DETAIL [***]apply to:

EXECUTION VERSION. The Parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year written below. The Parties acknowledge that the signature date may not be the Effective Date. Sanofi-Aventis US LLC Relypsa, Inc. By: /s/ Xxxxxxxx Xxxxx By: /s/ Xxxx X. Xxxxx Name: Xxxxxxxx Xxxxx Name: Xxxx X. Xxxxx Title: SVP, Head of Specialty Care Title: President & CEO Date: 8/10/2015 Date: By: Name: Title: Date: EXECUTION VERSION Exhibit A INITIAL SALES PROGRAM PLAN FOR THE PRODUCT [***] Exhibit A Page 1 of 4 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION [***] Exhibit A Page 2 of 4 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION [***] Exhibit A Page 3 of 4 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION [***]. Exhibit A Page 4 of 4 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit B SALES FORCE INCENTIVE PLAN Following the Effective Date, [***] in accordance with its policies and procedures governing [***]: [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit C TECHNICAL AGREEMENTS To be finalized within [***] ([***]) days after the Effective Date. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit D FORM OF SERVICE FEE INVOICE [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit E FORM OF [***] Relypsa, Inc. [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit F FORM OF [***] [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit G [***] DETAIL REPORT § Total number of details performed by [***] § Aggregate detail activity for [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit H PRESS RELEASE NEWS RELEASE Contact: Xxxxxxxxx Xxxxxx Vice President, Corporate Communications 650.421.9352 XX@xxxxxxx.xxx RELYPSA ENTERS twoTWO-year YEAR DETAILING AGREEMENT WITH SANOFI IN THE UNITED STATES REDWOOD CITY, Calif., August 10, 2015 – Relypsa Inc. (NASDAQ: RLYP), a biopharmaceutical company, today announced it has entered a two-year detailing agreement with Sanofi for Patiromer for Oral Suspension (Patiromer FOS). Patiromer FOS is Relypsa’s investigational medicine that is currently under review for the treatment of hyperkalemia with the U.S. Food and Drug Administration (FDA), with a Prescription Drug User Fee Act (PDUFA) action date of October 21, 2015. Relypsa intends to commercialize Patiromer FOS, if approved, with its own dedicated U.S.-based commercial team and specialty sales force of approximately 120 sales representatives. Relypsa’s sales force will focus primarily on outreach to nephrologists, cardiologists and hospitals. Under the terms of the agreement, Sanofi’s nephrology sales force will complement Relypsa’s efforts by detailing Patiromer FOS in the United States for a two-year period. During the term of the agreement, Sanofi will be paid a service fee and is also eligible to receive incentive payments. The term may be extended by mutual agreement of both parties. Relypsa will continue to be responsible for all regulatory, development, commercial, manufacturing and distribution activities for Patiromer FOS in the United States, including recording sales. “Hyperkalemia is a serious and potentially fatal medical complication. We are continuing to work toward our goal of bringing hyperkalemia patients the first new medicine in more than 50 years,” said Xxxx X. Xxxxx, president and chief executive officer of Relypsa. “We believe this agreement will support a strong start for Patiromer FOS in the United States, if approved. Sanofi’s experienced nephrology sales force can be mobilized immediately upon potential approval and, combined with our own representatives, will enable more frequent and comprehensive outreach to nephrologists and cardiologists.” Relypsa, Inc. | 000 Xxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 | Tel: 000-000-0000 | Fax: 000-000-0000 | xxx.xxxxxxx.xxx EXECUTION VERSION “Sanofi is committed to helping people living with renal disease and is proud to partner with Relypsa, a company that shares our commitment,” said Xxx Xxxxx, senior vice president of the Specialty Care Division, Sanofi. “For nearly two decades, Sanofi has served the nephrology community with our portfolio of renal products and services. This agreement has the potential to help us build upon that legacy by bringing a new and innovative therapy to patients with hyperkalemia.” Conference Call Today at 5:00 PM ET (2:00 PM PT) The Relypsa management team will host a teleconference and webcast to discuss the partnership. The live call may be accessed by phone by calling (000) 000-0000 (domestic) or (000) 000-0000 (international), conference code 8382449. The webcast may be accessed live on the investor relations section of the Relypsa website at xxxxxxxx.xxxxxxx.xxx and will be archived for 30 days following the call. About Patiromer for Oral Suspension Patiromer FOS is an oral potassium binder in development for the treatment of hyperkalemia. This investigational medicine has been studied in both treatment and prevention studies, primarily in patients with chronic kidney disease (CKD), also heart failure, patients with both, and those with diabetes and hypertension. The clinical program includes a two-part pivotal Phase 3 program conducted under Special Protocol Assessment with FDA, a 12-month Phase 2 trial and a 48-hour Phase 1 onset-of-action trial. About Hyperkalemia Hyperkalemia, or abnormally elevated levels of potassium in the blood, is a condition which can lead to life-threatening cardiac arrhythmia and sudden death. It is frequently prevalent in patients who suffer from CKD, hypertension, diabetes and/or heart failure. Patients with CKD or heart failure are at particular risk for developing hyperkalemia, especially those treated with renin-angiotensin-aldosterone-system (RAAS) inhibitors, which can increase blood potassium levels in patients taking these medicines. About Relypsa, Inc. Relypsa, Inc. is a biopharmaceutical company focused on the development and commercialization of non-absorbed polymeric drugs to treat disorders in the areas of renal, cardiovascular and metabolic diseases. The company's two-part pivotal Phase 3 trial of its lead product candidate, Patiromer for Oral Suspension, has been completed and the primary and secondary endpoints were met. A New Drug Application for Patiromer for Oral Suspension for the treatment of hyperkalemia was accepted by the U.S. Food and Drug Administration and is currently under review. Relypsa has global royalty-free commercialization rights to Patiromer for Oral Suspension, which has intellectual property protection in the United States until at least 2030. More information is available at xxx.xxxxxxx.xxx. About Sanofi Sanofi, a global healthcare leader, discovers, develops and distributes therapeutic solutions focused on patients’ needs. Sanofi has core strengths in diabetes solutions, human vaccines, innovative drugs, consumer healthcare, emerging markets, animal health and Genzyme. Sanofi is listed in Paris (EURONEXT: SAN) and in New York (NYSE: SNY). Relypsa, Inc. | 000 Xxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 | Tel: 000-000-0000 | Fax: 000-000-0000 | xxx.xxxxxxx.xxx EXECUTION VERSION Forward-Looking Statements Related to Relypsa, Inc. To the extent that statements contained in this press release are not descriptions of historical facts regarding Relypsa, they are forward-looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the potential for, and timing of, approval and commercialization of Patiromer for Oral Suspension, or Patiromer FOS, the expected impact of the agreement with Sanofi, the therapeutic and commercial potential of Patiromer FOS, Relypsa’s commercial launch plans and the potential Prescription Drug User Fee Act action date. Such forward-looking statements involve substantial risks and uncertainties that could cause our clinical development program, future results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the uncertainties inherent in the clinical drug development process, including the regulatory approval process, the timing of Relypsa's regulatory filings, Relypsa's substantial dependence on Patiromer FOS, Relypsa's commercialization plans and efforts and other matters that could affect the availability or commercial potential of Patiromer FOS. Relypsa undertakes no obligation to update or revise any forward-looking statements. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of Relypsa in general, see Relypsa's current and future reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2014, and its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015. ### Relypsa, Inc. | 000 Xxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 | Tel: 000-000-0000 | Fax: 000-000-0000 | xxx.xxxxxxx.xxx EXECUTION VERSION EXHIBIT I SANOFI EXPENSES PER DETAIL [***]

EXECUTION VERSION. The Parties hereto have caused this Agreement to be executed by their duly authorized officers as Any amounts remaining in the applicable Reserves after the final satisfaction of the day and year written below. The Parties acknowledge that the signature date may not Claims subject thereto, shall be the Effective Date. Sanofi-Aventis US LLC Relypsa, Inc. By: /s/ Xxxxxxxx Xxxxx By: /s/ Xxxx X. Xxxxx Name: Xxxxxxxx Xxxxx Name: Xxxx X. Xxxxx Title: SVP, Head of Specialty Care Title: President & CEO Date: 8/10/2015 Date: By: Name: Title: Date: EXECUTION VERSION Exhibit A INITIAL SALES PROGRAM PLAN FOR THE PRODUCT [***] Exhibit A Page 1 of 4 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect released to the omitted portionsWind Down Entity and constitute Post-Effective Date Assets. EXECUTION VERSION [***] Exhibit A Page 2 Upon the conclusion of 4 [***] Certain information in this document has been omitted the liquidation of the Post-Effective Date Assets and filed separately with the Securities dissolution of the Wind Down Entity, the Wind Down Entity shall distribute any remaining proceeds from the sale of the Post-Effective Date Assets and Exchange Commission. Confidential treatment has been requested with respect any remaining Wind Down Funding Amount (a) first, to satisfy the remaining amount of the Lender Wind Down Claim, if any, and (b) then, to the omitted portions. EXECUTION VERSION [***] Exhibit A Page 3 holders of 4 [***] Certain information the Wind Down Entity Interests in this document has been omitted and filed separately accordance with the Securities and Exchange Commission. Confidential treatment has been requested with respect their respective interests—subject to the omitted portionspriorities otherwise set forth herein if the Class of HERO Common Stock votes to accept the Plan, if applicable. EXECUTION VERSION [***]. Exhibit A Page 4 of 4 [***] Certain information in this document has been omitted Severance and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit B SALES FORCE INCENTIVE PLAN Following Incentive Plan: The Plan shall provide that upon the Effective Date, [***] each of Xxxx Xxxx, Xxxx Xxxxxx, Xxxx Xxxxxxxx, Son Xxxx, Xxxxxxx Xxxxxxx and Xxxx Xxxxxxx (each an “Executive”) will waive his rights and entitlement under his existing employment agreement other than for any unpaid base salary, unpaid benefits and unpaid expense reimbursements due thereunder, and in accordance with its policies and procedures governing [***]: [***] [***] Certain information in this document has been omitted and filed separately lieu thereof will be entitled to the following payments, subject to such Executive having continued his employment with the Securities and Exchange Commission. Confidential treatment has Debtors until the Effective Date, or such Executive having been requested with respect terminated without Cause (as defined in such Executive’s employment agreement) prior to the omitted portions. EXECUTION VERSION Exhibit C TECHNICAL AGREEMENTS To be finalized within [***] Effective Date: ([***]i) days on the Effective Date, payment of an amount equal to one times his current annual base salary; (ii) upon the later of (x) the Effective Date, (y) December 31, 2016 or (z) entry into a definitive agreement for the sale of the Hercules Triumph or the Hercules Resilience (the “Second Payment Trigger Date”), payment of an amount of such Executive’s annual bonus in respect of 2015 that was paid in 2016 (the “Bonus Amount”); (iii) so long as an Executive is employed by the Wind Down Entity after the Effective Date. [***] Certain information in this document has been omitted , for any period that the Executive is so employed during the period from the Effective Date through December 31, 2016, such Executive shall be compensated for his continued employment at a rate of 150% of his current base salary (with 125% of his current base salary paid current and filed separately with 25% deferred until the Securities Second Payment Trigger Date (the “Deferral Compensation”)) and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit D FORM OF SERVICE FEE INVOICE [***] [***] Certain information in this document has been omitted for any period of employment from and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit E FORM OF [***] Relypsaafter December 31, Inc. [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit F FORM OF [***] [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit G [***] DETAIL REPORT § Total number of details performed by [***] § Aggregate detail activity for [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit H PRESS RELEASE NEWS RELEASE Contact: Xxxxxxxxx Xxxxxx Vice President, Corporate Communications 650.421.9352 XX@xxxxxxx.xxx RELYPSA ENTERS two-year DETAILING AGREEMENT WITH SANOFI IN THE UNITED STATES REDWOOD CITY, Calif., August 10, 2015 – Relypsa Inc. (NASDAQ: RLYP), a biopharmaceutical company, today announced it has entered a two-year detailing agreement with Sanofi for Patiromer for Oral Suspension (Patiromer FOS). Patiromer FOS is Relypsa’s investigational medicine that is currently under review for the treatment of hyperkalemia with the U.S. Food and Drug Administration (FDA), with a Prescription Drug User Fee Act (PDUFA) action date of October 21, 2015. Relypsa intends to commercialize Patiromer FOS, if approved, with its own dedicated U.S.-based commercial team and specialty sales force of approximately 120 sales representatives. Relypsa’s sales force will focus primarily 2016 on outreach to nephrologists, cardiologists and hospitals. Under the such terms of the agreement, Sanofi’s nephrology sales force will complement Relypsa’s efforts by detailing Patiromer FOS in the United States for a two-year period. During the term of the agreement, Sanofi will be paid a service fee and is also eligible to receive incentive payments. The term as may be extended agreed to by mutual agreement of both parties. Relypsa will continue to be responsible for all regulatory, development, commercial, manufacturing the Wind Down Entity and distribution activities for Patiromer FOS in the United States, including recording sales. “Hyperkalemia is a serious Executive; and potentially fatal medical complication. We are continuing to work toward our goal of bringing hyperkalemia patients the first new medicine in more than 50 years,” said Xxxx X. Xxxxx, president and chief executive officer of Relypsa. “We believe this agreement will support a strong start for Patiromer FOS in the United States, if approved. Sanofi’s experienced nephrology sales force can be mobilized immediately upon potential approval and, combined with our own representatives, will enable more frequent and comprehensive outreach to nephrologists and cardiologists.” Relypsa, Inc. | 000 Xxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 | Tel: 000-000-0000 | Fax: 000-000-0000 | xxx.xxxxxxx.xxx EXECUTION VERSION “Sanofi is committed to helping people living with renal disease and is proud to partner with Relypsa, a company that shares our commitment,” said Xxx Xxxxx, senior vice president of the Specialty Care Division, Sanofi. “For nearly two decades, Sanofi has served the nephrology community with our portfolio of renal products and services. This agreement has the potential to help us build upon that legacy by bringing a new and innovative therapy to patients with hyperkalemia.” Conference Call Today at 5:00 PM ET (2:00 PM PTiv) The Relypsa management team will host a teleconference and webcast to discuss the partnership. The live call may be accessed by phone by calling (000) 000-0000 (domestic) or (000) 000-0000 (international), conference code 8382449. The webcast may be accessed live on the investor relations section Effective Date, payment of an amount equal to $24,000 per Executive, representing an amount equal to one times his current annual cost of benefits; provided, however, that the Relypsa website at xxxxxxxx.xxxxxxx.xxx and will be archived for 30 days following the call. About Patiromer for Oral Suspension Patiromer FOS is an oral potassium binder in development for the treatment of hyperkalemia. This investigational medicine has been studied in both treatment and prevention studies, primarily in patients with chronic kidney disease (CKD), also heart failure, patients with both, and those with diabetes and hypertension. The clinical program includes a two-part pivotal Phase 3 program conducted under Special Protocol Assessment with FDA, a 12-month Phase 2 trial and a 48-hour Phase 1 onset-of-action trial. About Hyperkalemia Hyperkalemia, or abnormally elevated levels of potassium in the blood, is a condition which can lead to life-threatening cardiac arrhythmia and sudden death. It is frequently prevalent in patients who suffer from CKD, hypertension, diabetes and/or heart failure. Patients with CKD or heart failure are at particular risk for developing hyperkalemia, especially those treated with renin-angiotensin-aldosterone-system (RAAS) inhibitors, which can increase blood potassium levels in patients taking these medicines. About Relypsa, Inc. Relypsa, Inc. is a biopharmaceutical company focused on the development and commercialization of non-absorbed polymeric drugs to treat disorders in the areas of renal, cardiovascular and metabolic diseases. The company's two-part pivotal Phase 3 trial of its lead product candidate, Patiromer for Oral Suspension, has been completed and the primary and secondary endpoints were met. A New Drug Application for Patiromer for Oral Suspension for the treatment of hyperkalemia was accepted by the U.S. Food and Drug Administration and is currently under review. Relypsa has global royalty-free commercialization rights to Patiromer for Oral Suspension, which has intellectual property protection in the United States until at least 2030. More information is available at xxx.xxxxxxx.xxx. About Sanofi Sanofi, a global healthcare leader, discovers, develops and distributes therapeutic solutions focused on patients’ needs. Sanofi has core strengths in diabetes solutions, human vaccines, innovative drugs, consumer healthcare, emerging markets, animal health and Genzyme. Sanofi is listed in Paris (EURONEXT: SAN) and in New York (NYSE: SNY). Relypsa, Inc. | 000 Xxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 | Tel: 000-000-0000 | Fax: 000-000-0000 | xxx.xxxxxxx.xxx EXECUTION VERSION Forward-Looking Statements Related to Relypsa, Inc. To the extent that statements contained in this press release are not descriptions of historical facts regarding Relypsa, they are forward-looking statements reflecting the current beliefs and expectations of management made amounts paid pursuant to the safe harbor foregoing clauses (i) and (ii) shall in no event exceed $3.6 million in the aggregate. For the avoidance of doubt, in the event an Executive resigns without “Executive Cause” (which shall mean the failure of the Wind Down Entity to pay such EXECUTION VERSION Executive his compensation when due in accordance with the terms hereof or if the Executive is asked to perform any services that are immoral, illegal or unethical) prior to the Effective Date or is terminated for Cause prior to the Effective Date, the Executive shall forfeit his rights to the payments contemplated hereby and, in the event an Executive resigns without Executive Cause or is terminated for Cause prior to the Second Payment Trigger Date, the Executive shall forfeit his rights to the Bonus Amount and the Deferral Compensation, but shall retain his rights to assert claims under his existing employment agreement, subject to, among other things, the provisions of Bankruptcy Code section 502(b)(7). Any employment contract or similar benefits contract between any executive, contractor or other employee that is not an Executive and any Debtor shall be rejected immediately prior to the Private Securities Litigation Reform Act of 1995, including statements regarding the potential for, and timing of, approval and commercialization of Patiromer for Oral Suspension, or Patiromer FOS, the expected impact Effective Date of the agreement with SanofiPlan unless otherwise agreed among such executive, the therapeutic and commercial potential of Patiromer FOS, Relypsa’s commercial launch plans contractor or other employee and the potential Prescription Drug User Fee Act action dateRequisite Consenting Lenders. Such forward-looking statements involve substantial risks Executory Contracts and uncertainties that could cause our clinical development program, future results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements. Such risks Unexpired Leases: Executory contracts and uncertainties include, among others, the uncertainties inherent unexpired leases shall be treated in the clinical drug development process, including the regulatory approval process, the timing of Relypsa's regulatory filings, Relypsa's substantial dependence on Patiromer FOS, Relypsa's commercialization plans and efforts and other matters that could affect the availability or commercial potential of Patiromer FOS. Relypsa undertakes no obligation to update or revise any forward-looking statements. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating manner reasonably acceptable to the business of Relypsa in general, see Relypsa's current Debtors and future reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2014, and its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015. ### Relypsa, Inc. | 000 Xxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 | Tel: 000-000-0000 | Fax: 000-000-0000 | xxx.xxxxxxx.xxx EXECUTION VERSION EXHIBIT I SANOFI EXPENSES PER DETAIL [***]Requisite Consenting Lenders.

EXECUTION VERSION. The Parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year written below. The Parties acknowledge that the signature date may not be the Effective Date. SanofiSANOFI-Aventis AVENTIS US LLC RelypsaRELYPSA, Inc. INC. By: /s/ Xxxxxxxx Xxxxx By: By /s/ Xxxx X. Xxxxx Name: Xxxxxxxx Xxxxx Name: Xxxx X. Xxxxx Title: Title: SVP, Head of Specialty Care Title: President & CEO Date: 8/10/2015 Date: By: Name: Title: Date: EXECUTION VERSION Exhibit EXHIBIT A INITIAL SALES PROGRAM PLAN FOR THE PRODUCT [***] Exhibit A Page 1 of 4 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION [***] Exhibit A Page 2 of 4 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION [***] Exhibit A Page 3 of 4 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION [***]. Exhibit A Page 4 of 4 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit EXHIBIT B SALES FORCE INCENTIVE PLAN Following the Effective Date, [***] in accordance with its policies and procedures governing [***]: [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit EXHIBIT C TECHNICAL AGREEMENTS To be finalized within [***] ([***]) days after the Effective Date. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit EXHIBIT D FORM OF SERVICE FEE INVOICE [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit EXHIBIT E FORM OF [***] Relypsa, Inc. [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit EXHIBIT F FORM OF [***] [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit EXHIBIT G [***] DETAIL REPORT § ¡ Total number of details performed by [***] § ¡ Aggregate detail activity for [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit EXHIBIT H PRESS RELEASE NEWS RELEASE Contact: Xxxxxxxxx Xxxxxx Vice President, Corporate Communications 650.421.9352 XX@xxxxxxx.xxx RELYPSA ENTERS twoTWO-year YEAR DETAILING AGREEMENT WITH SANOFI IN THE UNITED STATES REDWOOD CITY, Calif., August 10, 2015 – Relypsa Inc. (NASDAQ: RLYP), a biopharmaceutical company, today announced it has entered a two-year detailing agreement with Sanofi for Patiromer for Oral Suspension (Patiromer FOS). Patiromer FOS is Relypsa’s investigational medicine that is currently under review for the treatment of hyperkalemia with the U.S. Food and Drug Administration (FDA), with a Prescription Drug User Fee Act (PDUFA) action date of October 21, 2015. Relypsa intends to commercialize Patiromer FOS, if approved, with its own dedicated U.S.-based commercial team and specialty sales force of approximately 120 sales representatives. Relypsa’s sales force will focus primarily on outreach to nephrologists, cardiologists and hospitals. Under the terms of the agreement, Sanofi’s nephrology sales force will complement Relypsa’s efforts by detailing Patiromer FOS in the United States for a two-year period. During the term of the agreement, Sanofi will be paid a service fee and is also eligible to receive incentive payments. The term may be extended by mutual agreement of both parties. Relypsa will continue to be responsible for all regulatory, development, commercial, manufacturing and distribution activities for Patiromer FOS in the United States, including recording sales. “Hyperkalemia is a serious and potentially fatal medical complication. We are continuing to work toward our goal of bringing hyperkalemia patients the first new medicine in more than 50 years,” said Xxxx X. Xxxxx, president and chief executive officer of Relypsa. “We believe this agreement will support a strong start for Patiromer FOS in the United States, if approved. Sanofi’s experienced nephrology sales force can be mobilized immediately upon potential approval and, combined with our own representatives, will enable more frequent and comprehensive outreach to nephrologists and cardiologists.” Relypsa, Inc. | 000 Xxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 | Tel: 000-000-0000 | Fax: 000-000-0000 | xxx.xxxxxxx.xxx EXECUTION VERSION “Sanofi is committed to helping people living with renal disease and is proud to partner with Relypsa, a company that shares our commitment,” said Xxx Xxxxx, senior vice president of the Specialty Care Division, Sanofi. “For nearly two decades, Sanofi has served the nephrology community with our portfolio of renal products and services. This agreement has the potential to help us build upon that legacy by bringing a new and innovative therapy to patients with hyperkalemia.” Conference Call Today at 5:00 PM ET (2:00 PM PT) The Relypsa management team will host a teleconference and webcast to discuss the partnership. The live call may be accessed by phone by calling (000) 000-0000 (domestic) or (000) 000-0000 (international), conference code 8382449. The webcast may be accessed live on the investor relations section of the Relypsa website at xxxxxxxx.xxxxxxx.xxx and will be archived for 30 days following the call. About Patiromer for Oral Suspension Patiromer FOS is an oral potassium binder in development for the treatment of hyperkalemia. This investigational medicine has been studied in both treatment and prevention studies, primarily in patients with chronic kidney disease (CKD), also heart failure, patients with both, and those with diabetes and hypertension. The clinical program includes a two-part pivotal Phase 3 program conducted under Special Protocol Assessment with FDA, a 12-month Phase 2 trial and a 48-hour Phase 1 onset-of-action trial. About Hyperkalemia Hyperkalemia, or abnormally elevated levels of potassium in the blood, is a condition which can lead to life-threatening cardiac arrhythmia and sudden death. It is frequently prevalent in patients who suffer from CKD, hypertension, diabetes and/or heart failure. Patients with CKD or heart failure are at particular risk for developing hyperkalemia, especially those treated with renin-angiotensin-aldosterone-system (RAAS) inhibitors, which can increase blood potassium levels in patients taking these medicines. About Relypsa, Inc. Relypsa, Inc. is a biopharmaceutical company focused on the development and commercialization of non-absorbed polymeric drugs to treat disorders in the areas of renal, cardiovascular and metabolic diseases. The company's ’s two-part pivotal Phase 3 trial of its lead product candidate, Patiromer for Oral Suspension, has been completed and the primary and secondary endpoints were met. A New Drug Application for Patiromer for Oral Suspension for the treatment of hyperkalemia was accepted by the U.S. Food and Drug Administration and is currently under review. Relypsa has global royalty-free commercialization rights to Patiromer for Oral Suspension, which has intellectual property protection in the United States until at least 2030. More information is available at xxx.xxxxxxx.xxx. Relypsa, Inc. 000 Xxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 Tel: 000-000-0000 Fax: 000-000-0000 xxx.xxxxxxx.xxx EXECUTION VERSION About Sanofi Sanofi, a global healthcare leader, discovers, develops and distributes therapeutic solutions focused on patients’ needs. Sanofi has core strengths in diabetes solutions, human vaccines, innovative drugs, consumer healthcare, emerging markets, animal health and Genzyme. Sanofi is listed in Paris (EURONEXT: SAN) and in New York (NYSE: SNY). Relypsa, Inc. | 000 Xxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 | Tel: 000-000-0000 | Fax: 000-000-0000 | xxx.xxxxxxx.xxx EXECUTION VERSION Forward-Looking Statements Related to Relypsa, Inc. To the extent that statements contained in this press release are not descriptions of historical facts regarding Relypsa, they are forward-looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the potential for, and timing of, approval and commercialization of Patiromer for Oral Suspension, or Patiromer FOS, the expected impact of the agreement with Sanofi, the therapeutic and commercial potential of Patiromer FOS, Relypsa’s commercial launch plans and the potential Prescription Drug User Fee Act action date. Such forward-looking statements involve substantial risks and uncertainties that could cause our clinical development program, future results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the uncertainties inherent in the clinical drug development process, including the regulatory approval process, the timing of Relypsa's ’s regulatory filings, Relypsa's ’s substantial dependence on Patiromer FOS, Relypsa's ’s commercialization plans and efforts and other matters that could affect the availability or commercial potential of Patiromer FOS. Relypsa undertakes no obligation to update or revise any forward-looking statements. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of Relypsa in general, see Relypsa's ’s current and future reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2014, and its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015. ### Relypsa, Inc. | 000 Xxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 | Tel: 000-000-0000 | Fax: 000-000-0000 | xxx.xxxxxxx.xxx EXECUTION VERSION EXHIBIT I SANOFI EXPENSES PER DETAIL [***]

EXECUTION VERSION. The Parties hereto have caused this Agreement to be executed by their duly authorized officers as If the foregoing is in accordance with your understanding of the day agreement between the Company and year written the Placement Agents, kindly indicate your acceptance in the space provided for that purpose below. The Parties acknowledge that the signature date may not be the Effective Date. Sanofi-Aventis US LLC RelypsaVery truly yours, EnerJex Resources, Inc. By: /s/ Xxxxxxxx Xxxxx By: /s/ Xxxx X. Xxxxx Name: Xxxxxxxx Xxxxx Name: Xxxx X. Xxxxx Title: SVP, Head of Specialty Care Title: President & CEO Date: 8/10/2015 Date: By: Name: Title: DateAccepted as of the date hereof Northland Securities, Inc. By: EXECUTION VERSION Name: Title: Euro Pacific Capital, Inc. By: Name: Title: Execution Version Schedules and Exhibits Schedule I Issuer Free Writing Prospectus Schedule II List of Directors, Officers for Lock-Up Letter Exhibit A: Securities Purchase Agreement Exhibit B: Form of Lock-Up Letter Exhibit C: Form of Agent Warrants Exhibit D: Form of Legal Opinion Execution Version Schedule I Issuer Free Writing Prospectus None. Execution Version Schedule II List of Directors, Officers, and other Holders For Lock-Up Letter · Rxxxxx Xxxxxx · Dxxxxxx Xxxxxx · Rxxxxxx Xxxxxxxx · Lxxxx Xxxxxxx · Dxxxx Xxxxxxx · Atticus Lxxx · Jxxxx Xxxxxx Execution Version Exhibit A INITIAL SALES PROGRAM PLAN FOR THE PRODUCT Form of Securities Purchase Agreement [***See Attached] Execution Version Exhibit A Page 1 B Form of 4 [***] Certain information Lock Up Agreement ____________________, 2015 Northland Securities, Inc. 40 Xxxxx 0xx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Dear Ladies and Gentlemen: As an inducement to Northland Securities, Inc., the placement agent (the “Placement Agent”) to execute a placement agency agreement (the “Placement Agency Agreement”) pursuant to which the Placement Agent agrees to act as the Placement Agent for the offering and sale (the “Offering”) of common stock (the “Common Stock”), or any other securities of EnerJex Resources, Inc. and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that without, in this document has been omitted each case, the prior written consent of the Placement Agent during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and filed separately with regulations of the Securities and Exchange CommissionCommission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock; or (4) publicly disclose the intention to do any of the foregoing. Confidential treatment has been requested The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the omitted portions. EXECUTION VERSION [***] Exhibit A Page 2 of 4 [***] Certain information in this document has been omitted and filed separately with the Undersigned’s Securities and Exchange Commission. Confidential treatment has been requested or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities. The initial Lock-Up Period will commence on the omitted portions. EXECUTION VERSION [***] Exhibit A Page 3 date of 4 [***] Certain information in this document has been omitted Agreement and filed separately with continue and include the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION [***]. Exhibit A Page 4 of 4 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit B SALES FORCE INCENTIVE PLAN Following the Effective Date, [***] in accordance with its policies and procedures governing [***]: [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit C TECHNICAL AGREEMENTS To be finalized within [***] ([***]) date 90 days after the Effective Date. [***] Certain information in this document has been omitted and filed separately with date of the Securities and Exchange Commission. Confidential treatment has been requested with respect Placement Agency Agreement, to which you are or expect to become parties; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the omitted portions. EXECUTION VERSION Exhibit D FORM OF SERVICE FEE INVOICE [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect Company occurs or (2) prior to the omitted portionsexpiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the initial Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of such earnings results or material news, or the occurrence of such material event, as applicable, unless the Placement Agent, waives, in writing, such extension. EXECUTION VERSION Exhibit E FORM OF [***] Relypsa, Inc. [***] [***] Certain information The undersigned hereby acknowledges that the Company will be requested to agree in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect Placement Agency Agreement to provide written notice to the omitted portions. EXECUTION VERSION Exhibit F FORM OF [***] [***] [***] Certain information undersigned of any event that would result in this document has been omitted and filed separately with an extension of the Securities and Exchange Commission. Confidential treatment has been requested with respect Lock-Up Period pursuant to the omitted portionsprevious paragraph and agrees that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. EXECUTION VERSION Exhibit G [***] DETAIL REPORT § Total number of details performed by [***] § Aggregate detail activity for [***] [***] Certain information The undersigned further agrees that, prior to engaging in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit H PRESS RELEASE NEWS RELEASE Contact: Xxxxxxxxx Xxxxxx Vice President, Corporate Communications 650.421.9352 XX@xxxxxxx.xxx RELYPSA ENTERS two-year DETAILING AGREEMENT WITH SANOFI IN THE UNITED STATES REDWOOD CITY, Calif., August 10, 2015 – Relypsa Inc. (NASDAQ: RLYP), a biopharmaceutical company, today announced it has entered a two-year detailing agreement with Sanofi for Patiromer for Oral Suspension (Patiromer FOS). Patiromer FOS is Relypsa’s investigational medicine any transaction or taking any other action that is currently under review for the treatment of hyperkalemia with the U.S. Food and Drug Administration (FDA), with a Prescription Drug User Fee Act (PDUFA) action date of October 21, 2015. Relypsa intends subject to commercialize Patiromer FOS, if approved, with its own dedicated U.S.-based commercial team and specialty sales force of approximately 120 sales representatives. Relypsa’s sales force will focus primarily on outreach to nephrologists, cardiologists and hospitals. Under the terms of this Agreement during the agreement, Sanofi’s nephrology sales force will complement Relypsa’s efforts by detailing Patiromer FOS in period from the United States for a two-year period. During date of this Agreement to and including the term 34th day following the expiration of the agreementinitial Lock-Up Period, Sanofi it will be paid a service fee and is also eligible give notice thereof to receive incentive payments. The term may be extended by mutual agreement of both parties. Relypsa will continue to be responsible for all regulatory, development, commercial, manufacturing and distribution activities for Patiromer FOS in the United States, including recording sales. “Hyperkalemia is a serious and potentially fatal medical complication. We are continuing to work toward our goal of bringing hyperkalemia patients the first new medicine in more than 50 years,” said Xxxx X. Xxxxx, president and chief executive officer of Relypsa. “We believe this agreement will support a strong start for Patiromer FOS in the United States, if approved. Sanofi’s experienced nephrology sales force can be mobilized immediately upon potential approval and, combined with our own representatives, will enable more frequent and comprehensive outreach to nephrologists and cardiologists.” Relypsa, Inc. | 000 Xxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 | Tel: 000-000-0000 | Fax: 000-000-0000 | xxx.xxxxxxx.xxx EXECUTION VERSION “Sanofi is committed to helping people living with renal disease and is proud to partner with Relypsa, a company that shares our commitment,” said Xxx Xxxxx, senior vice president of the Specialty Care Division, Sanofi. “For nearly two decades, Sanofi has served the nephrology community with our portfolio of renal products and services. This agreement has the potential to help us build upon that legacy by bringing a new and innovative therapy to patients with hyperkalemia.” Conference Call Today at 5:00 PM ET (2:00 PM PT) The Relypsa management team will host a teleconference and webcast to discuss the partnership. The live call may be accessed by phone by calling (000) 000-0000 (domestic) or (000) 000-0000 (international), conference code 8382449. The webcast may be accessed live on the investor relations section of the Relypsa website at xxxxxxxx.xxxxxxx.xxx Company and will be archived for 30 days following not consummate such transaction or take any such action unless it has received written confirmation from the call. About Patiromer for Oral Suspension Patiromer FOS is an oral potassium binder in development for Company that the treatment of hyperkalemia. This investigational medicine has Lock-Up Period (as may have been studied in both treatment and prevention studies, primarily in patients with chronic kidney disease (CKD), also heart failure, patients with both, and those with diabetes and hypertension. The clinical program includes a two-part pivotal Phase 3 program conducted under Special Protocol Assessment with FDA, a 12-month Phase 2 trial and a 48-hour Phase 1 onset-of-action trial. About Hyperkalemia Hyperkalemia, or abnormally elevated levels of potassium in the blood, is a condition which can lead to life-threatening cardiac arrhythmia and sudden death. It is frequently prevalent in patients who suffer from CKD, hypertension, diabetes and/or heart failure. Patients with CKD or heart failure are at particular risk for developing hyperkalemia, especially those treated with renin-angiotensin-aldosterone-system (RAAS) inhibitors, which can increase blood potassium levels in patients taking these medicines. About Relypsa, Inc. Relypsa, Inc. is a biopharmaceutical company focused on the development and commercialization of non-absorbed polymeric drugs to treat disorders in the areas of renal, cardiovascular and metabolic diseases. The company's two-part pivotal Phase 3 trial of its lead product candidate, Patiromer for Oral Suspension, has been completed and the primary and secondary endpoints were met. A New Drug Application for Patiromer for Oral Suspension for the treatment of hyperkalemia was accepted by the U.S. Food and Drug Administration and is currently under review. Relypsa has global royalty-free commercialization rights to Patiromer for Oral Suspension, which has intellectual property protection in the United States until at least 2030. More information is available at xxx.xxxxxxx.xxx. About Sanofi Sanofi, a global healthcare leader, discovers, develops and distributes therapeutic solutions focused on patients’ needs. Sanofi has core strengths in diabetes solutions, human vaccines, innovative drugs, consumer healthcare, emerging markets, animal health and Genzyme. Sanofi is listed in Paris (EURONEXT: SAN) and in New York (NYSE: SNY). Relypsa, Inc. | 000 Xxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 | Tel: 000-000-0000 | Fax: 000-000-0000 | xxx.xxxxxxx.xxx EXECUTION VERSION Forward-Looking Statements Related to Relypsa, Inc. To the extent that statements contained in this press release are not descriptions of historical facts regarding Relypsa, they are forward-looking statements reflecting the current beliefs and expectations of management made extended pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the potential for, and timing of, approval and commercialization of Patiromer for Oral Suspension, or Patiromer FOS, the expected impact of the agreement with Sanofi, the therapeutic and commercial potential of Patiromer FOS, Relypsa’s commercial launch plans and the potential Prescription Drug User Fee Act action date. Such forward-looking statements involve substantial risks and uncertainties that could cause our clinical development program, future results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the uncertainties inherent in the clinical drug development process, including the regulatory approval process, the timing of Relypsa's regulatory filings, Relypsa's substantial dependence on Patiromer FOS, Relypsa's commercialization plans and efforts and other matters that could affect the availability or commercial potential of Patiromer FOS. Relypsa undertakes no obligation to update or revise any forward-looking statements. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of Relypsa in general, see Relypsa's current and future reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2014, and its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015. ### Relypsa, Inc. | 000 Xxxxxxxx Xxx, Xxxxxxx Xxxx, XX 00000 | Tel: 000-000-0000 | Fax: 000-000-0000 | xxx.xxxxxxx.xxx EXECUTION VERSION EXHIBIT I SANOFI EXPENSES PER DETAIL [***]previous paragraph) has expired.