Pre-IPO Clause Samples

Pre-IPO. In the event that the Company undergoes a Change of Control prior to an IPO, the Company agrees, upon Employee’s request, that it will seek the requisite approval by its stockholders, and encourage that they grant such approval, of the payments proposed to be made to Employee in connection with such Change of Control in order to prevent having the payments characterized as “parachute payments” under Sections 280G and 4999 of the Code. In connection with the obtaining of such approval, Employee agrees to undertake any such waivers that may be required of Employee in order for the Company to validly seek the approval of its stockholders. In addition, in the event that Employee’s employment ends within 12 months after the completion of any Change of Control other than as a result of a termination of Employee’s employment by the Company for Cause, the Company agrees to enter into a consulting or advisory relationship with Employee following the completion of such Change of Control such that any unvested stock options or restricted stock that could have accelerated as a result of such Change of Control under the Restricted Stock Purchase Agreement or otherwise absent Employee’s waiver of any such acceleration will continue to vest in accordance with the EMPLOYMENT AGREEMENT terms of any applicable stock option or restricted stock agreements. The Company agrees to maintain such relationship with Employee in good faith, provided Employee continues to provide bona fide consulting or advisory services to the Company, until such time as all options or restricted shares which were unvested as of the consummation of such Change of Control become fully vested. For the avoidance of doubt, if the provision of services as a consultant would result in the Employee’s not having had a “separation from service” under Section 409A of the Code, any payments that would have been due upon a termination of employment shall be deferred until such separation from service shall have occurred.

Pre-IPO. In the event unrestricted cash falls below the greater of $3,000,000 or 6 month's cash needs (defined as the cash burn for the 3 months just completed, multiplied by a factor of 2.3).

Pre-IPO. (a) At FibroGen’s election, the commercial license payments and milestone payments may be paid in FibroGen common stock, preferred stock or cash. To the extent that FibroGen acquires a commercial license pursuant to Section 4.1 or achieves a milestone subject to Section 4.2 prior to becoming a public company, the FibroGen stock shall be valued at the price of the most recent financing of FibroGen which involved an investment of at least three million dollars ($3,000,000). For purposes of determining FibroGen’s market valuation in connection with such financing, FibroGen shall be deemed to have a market valuation equal to the greater of (i) eighty million dollars ($80,000,000), or (ii) if such financing was at a market valuation over eighty million dollars ($80,000,000), the actual pre-money market valuation of FibroGen in such financing. (b) If, subsequent to the financing of FibroGen referenced in Section 4.4.1(a) above, FibroGen Europe, Ltd. engages in a public offering of its stock, then the value of FibroGen stock shall be adjusted to take into account the value of FibroGen’s interest in FibroGen Europe, Ltd. and the current trading price of FibroGen Europe, Ltd. stock. For purposes of this Section, FibroGen Europe’s collagen program shall be assumed to be worth one-fifth (1/5) of FibroGen on a consolidated basis when wholly-owned. (For example, if the FibroGen initial valuation was eighty million dollars ($80,000,000) and FibroGen Europe had a valuation of sixteen million dollars ($16,000,000), if FibroGen Europe goes public and has a one hundred million dollar ($100,000,000) market valuation and FibroGen owns fifty percent (50%) of FibroGen Europe, the adjusted valuation for FibroGen would be one hundred fourteen million dollars ($114,000,000) (i.e., $80M - $16M + 50% ($100M)).

Pre-IPO. In the event unrestricted cash falls below $3,000,000 or 6 months' cash needs (defined as the cash burn for the quarter just completed, multiplied by a factor of 2.3), Pledgor will provide a cash security deposit in an amount equal to twenty percent (20%) of the total aggregate Equipment cost (including any soft costs) which are included in the Agreements ("Collateral Pledge").