3,410,000 Shares of Common Stock Five Prime Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 7th, 2015 • Five Prime Therapeutics Inc • Pharmaceutical preparations • New York
Five Prime Therapeutics, Inc. 7,200,000 shares of Common Stock, par value $0.001 per share Underwriting AgreementFive Prime Therapeutics, Inc. • November 13th, 2020 • Pharmaceutical preparations • New York
Five Prime Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 7,200,000 shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,080,000 shares of common stock, par value $0.001 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock, par value $0.001 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
FIVE PRIME THERAPEUTICS, INC. SALES AGREEMENTSales Agreement • August 6th, 2020 • Five Prime Therapeutics, Inc. • Pharmaceutical preparations • New York
Five Prime Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
Indemnity AgreementIndemnity Agreement • July 26th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations • Delaware
This Indemnity Agreement (this “Agreement”) effective as of , 201 , is made by and between Five Prime Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”), an individual.
No. PAW – 6 WARRANT TO PURCHASE 28,350 SHARES OF SERIES A PREFERRED STOCKFive Prime Therapeutics Inc • July 26th, 2013 • Pharmaceutical preparations • Delaware
THIS CERTIFIES THAT, for value received, General Electric Capital Corporation (“Holder”) is entitled to subscribe for and purchase Twenty-Eight Thousand Three Hundred Fifty (28,350) shares of the fully paid and nonassessable Series A Preferred Stock (the “Shares” or the “Preferred Stock”) of Five Prime Therapeutics, Inc., a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Series A Preferred Stock” shall mean the Company’s presently authorized Series A Preferred Stock and any stock into which such Series A Preferred Stock may hereafter be converted or exchanged.
CONFIDENTIAL CONSULTING AGREEMENTConfidential Consulting Agreement • May 8th, 2018 • Five Prime Therapeutics Inc • Pharmaceutical preparations • California
This Confidential Consulting Agreement (this “Agreement”) is executed as of the date shown on the signature page (the “Effective Date”), by and between FLG Partners, LLC, a California limited liability company (“FLG”), and Five Prime Therapeutics, Inc., a Delaware corporation (“Client”).
FIVE PRIME THERAPEUTICS, INC. STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Stock Option Agreement • June 14th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Five Prime Therapeutics, Inc. (the “Company”) has granted you an option under its 2002 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
Landlord: Britannia Biotech Gateway Limited Partnership Tenant: Five Prime Therapeutics, Inc. Date: March 22, 2010 1. PROPERTY 1 1.1 Lease of Premises 1 1.2 Landlord’s Reserved Rights 2 1.3 Expansion Option 3 1.4 First Offer Right 4 2. TERM; CONDITION...Lease • July 26th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations • California
THIS LEASE (“Lease”) is made and entered into as of March 22, 2010 (the “Lease Commencement Date”), by and between Britannia Biotech Gateway Limited Partnership, a Delaware limited partnership (“Landlord”), and Five Prime Therapeutics, Inc., a Delaware corporation (“Tenant”), with reference to the following Recitals:
Executive Severance Benefits AgreementExecutive Severance Benefits Agreement • February 26th, 2019 • Five Prime Therapeutics Inc • Pharmaceutical preparations • California
This Executive Severance Benefits Agreement (this “Agreement”), effective as of November 26, 2018 (the “Effective Date”), is between David Smith (“Executive”) and Five Prime Therapeutics, Inc. (“FivePrime”). This Agreement is intended to provide Executive with certain compensation and benefits in the event that Executive is subject to certain qualifying terminations of employment. Certain capitalized terms used in this Agreement are defined in Article 6.
EXECUTIVE SEVERANCE BENEFITS AGREEMENTExecutive Severance Benefits Agreement • January 22nd, 2014 • Five Prime Therapeutics Inc • Pharmaceutical preparations • California
release the Company from its obligation to indemnify me pursuant to the Company’s indemnification obligation pursuant to written agreement or applicable law.
License and Collaboration Agreement by and between Five Prime Therapeutics, Inc. and Human Genome Sciences, Inc.License and Collaboration Agreement • August 16th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations • New York
• HGS acquires exclusive rights to develop and commercialize FivePrime’s FP-1039 in the United States, Canada and European Union
ContractExclusive License Agreement • August 16th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations • California
*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • February 27th, 2018 • Five Prime Therapeutics Inc • Pharmaceutical preparations • New York
This License and Collaboration Agreement (this “Agreement”) is made as of December 19, 2017 (the “Effective Date”), by and between Five Prime Therapeutics, Inc., a Delaware corporation (“Five Prime”), having a place of business at 111 Oyster Point Boulevard, South San Francisco, California 94080, USA, and Zai Lab (Shanghai) Co., Ltd., a limited company organized under the laws of P.R. of China (“Zai”), having a place of business at 4560 Jinke Rd, Bldg. 1, 4/F, Pudong, Shanghai, China, 201210. Five Prime and Zai are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
Research Collaboration and License AgreementCollaboration and License Agreement • August 16th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations • New York
UCB, Brussels, Belgium (www.ucb.com) is a global biopharmaceutical company focused on the discovery and development of innovative medicines and solutions to transform the lives of people living with severe diseases of the immune system or of the central nervous system. With 9000 people in approximately 40 countries, the company generated revenue of EUR 3.4 billion in 2012. UCB is listed on Euronext Brussels (symbol: UCB).
FIVE PRIME THERAPEUTICS, INC.Non-Qualified Option Agreement • July 26th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations
Five Prime Therapeutics, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, par value $0.001 per share (the “Option”), to the optionee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”), and in the Company’s 2013 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
SUBLEASESublease • July 26th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations • California
Exclusive License AgreementExclusive License Agreement • August 16th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations • California
*** INDICATES ONE PAGE OF MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
AGREEMENT AND PLAN OF MERGER by and among: AMGEN INC., FRANKLIN ACQUISITION SUB, INC., and FIVE PRIME THERAPEUTICS, INC. Dated as of March 4, 2021Agreement and Plan of Merger • March 4th, 2021 • Five Prime Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 4, 2021 (the “Agreement Date”), by and among Amgen Inc., a Delaware corporation (“Parent”), Franklin Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Five Prime Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article 1.
2007 EXECUTIVE SEVERANCE BENEFITS AGREEMENT2007 Executive Severance Benefits Agreement • July 26th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations • California
release the Company from its obligation to indemnify me pursuant to the Company’s indemnification obligation pursuant to agreement or applicable law.
AMENDMENT No. 1 to the RESEARCH COLLABORATION AND LICENSE AGREEMENT (Muscle Diseases Research Program Expansion)License Agreement • August 16th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations • Delaware
This AMENDMENT NO. 1 to the RESEARCH COLLABORATION AND LICENSE AGREEMENT (this “Amendment No. 1”), effective as of the 17th day of May, 2011 (the “Amendment No. 1 Effective Date”), is made by and between GlaxoSmithKline LLC, a Delaware limited liability company having a place of business at One Franklin Plaza, Philadelphia, PA 19101 (“GSK”), and Five Prime Therapeutics, Inc., a Delaware corporation having a place of business at Two Corporate Drive, South San Francisco, CA 94080 (“FivePrime”). GSK and FivePrime are referred to herein individually as a “Party” and collectively as the “Parties”.
FIVE PRIME THERAPEUTICS, INC.Incentive Stock Option Agreement • June 14th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations
Five Prime Therapeutics, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, par value $0.001 per share (the “Option”), to the optionee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”), and in the Company’s 2013 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
RESPIRATORY DISEASES RESEARCH COLLABORATION AND LICENSE AGREEMENT by and between Glaxo Group Limited and Five Prime Therapeutics, Inc.Collaboration and License Agreement • August 16th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations • Delaware
and brings tremendous expertise to the collaboration. Our existing GSK alliance to discover products for skeletal muscle disorders, which was recently expanded last year, is making great progress, so we are extremely pleased to enter into this additional collaboration.” said Lewis T. “Rusty” Williams, MD, PhD, Founder, President and CEO of FivePrime.
RESEARCH COLLABORATION AND LICENSE AGREEMENT by and between GlaxoSmithKline LLC and Five Prime Therapeutics, Inc.And License Agreement • August 16th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations • Delaware
This Research Collaboration and License Agreement (the “Agreement”) is effective as of July 29, 2010 (the “Effective Date”) and is entered into by and between GlaxoSmithKline LLC, a Delaware limited liability company having a place of business at One Franklin Plaza, Philadelphia, PA 19101 (“GSK”), and Five Prime Therapeutics, Inc., a Delaware corporation having a place of business at 1650 Owens Street, Suite 200, San Francisco, CA (“FivePrime”). GSK and FivePrime are referred to individually as a “Party” and collectively as the “Parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 16th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 2013 between Five Prime Therapeutics, Inc., a Delaware corporation (the “Company”), and , an individual (“Indemnitee”). This Agreement will become effective only upon the effectiveness of the Company’s registration statement on Form S-1 in connection with the Company’s initial public offering. This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
March 6, 2020Five Prime Therapeutics, Inc. • May 7th, 2020 • Pharmaceutical preparations
Five Prime Therapeutics, Inc. adopted the Plan to provide our officers with severance benefits in certain events. You understand and agree that you will not be a “Covered Employee” as that term is defined in the Plan because you serve as our interim Chief Executive Officer. Please sign below to indicate this understanding and agreement and that you expressly waive any right to benefits under the Plan.
Re: Retention BonusFive Prime Therapeutics, Inc. • February 27th, 2020 • Pharmaceutical preparations
We view your contribution as an Executive Team member and an employee of Five Prime Therapeutics, Inc. (“Five Prime” or “we”) as important to our long-term success. To show our appreciation for your contribution to the success of Five Prime and as a further incentive to your continued employment with Five Prime, Five Prime is entering into this letter agreement (this “Retention Agreement”) with you.
Retention Award AgreementRetention Award Agreement • May 4th, 2015 • Five Prime Therapeutics Inc • Pharmaceutical preparations • California
This Retention Award Agreement (this “Agreement”) is made and entered into as of April 30, 2015 (the “Effective Date”) by and between Five Prime Therapeutics, Inc. (“FivePrime”) and , an individual (“Employee”).
Amendment to Stock OptionAmendment to Stock Option • July 26th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations
This Amendment to Stock Option (this “Amendment”) is entered into between Five Prime Therapeutics, Inc., a Delaware corporation (the “Company”), and Aron Knickerbocker, effective as of March 15, 2011 (the “Amendment Effective Date”). Each capitalized term used but not defined in this Amendment has the meaning assigned to such term in the Option (as defined below).
Consulting AgreementConsulting Agreement • May 9th, 2019 • Five Prime Therapeutics Inc • Pharmaceutical preparations • California
This Consulting Agreement (this “Agreement”) is effective as of April 1, 2019 (the “Effective Date”) between Five Prime Therapeutics, Inc., a Delaware corporation (“FivePrime”), and Lewis T. Williams, an individual (“Consultant”). FivePrime and Consultant may each be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
Amendment No. 2 to the Research Collaboration and License AgreementLicense Agreement • March 11th, 2016 • Five Prime Therapeutics Inc • Pharmaceutical preparations • New York
This Amendment No. 2 to the Research Collaboration and License Agreement (this “Amendment”), effective as of July 27, 2015 (the “Amendment Effective Date”), is made by and between UCB Pharma S.A., a Belgium corporation (“UCB”), and Five Prime Therapeutics, Inc., a Delaware corporation (“FivePrime”).
Research Collaboration and License AgreementCollaboration and License Agreement • May 12th, 2014 • Five Prime Therapeutics Inc • Pharmaceutical preparations • New York
This Research Collaboration and License Agreement (this “Agreement”), effective as of March 14, 2014 (the “Effective Date”), is entered into by and between Bristol-Myers Squibb Company, a Delaware corporation have a place of business at 345 Park Avenue, New York, New York 10154 (“BMS”), and Five Prime Therapeutics, Inc., a Delaware corporation having a place of business at 2 Corporate Drive, South San Francisco, California 94080 (“FivePrime”). BMS and FivePrime are referred to individually as a “Party” and collectively as the “Parties.”
ContractLicense and Collaboration Agreement • March 11th, 2016 • Five Prime Therapeutics Inc • Pharmaceutical preparations • New York
*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Amendment No. 1 to the Executive Severance Benefits AgreementExecutive Severance Benefits Agreement • June 14th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations
This Amendment No. 1 to the Executive Severance Benefits Agreement (this “Amendment”), effective May 8, 2013 (the “Amendment Effective Date”), is made and entered into by and between Five Prime Therapeutics, Inc., a Delaware corporation (“FivePrime”), and Francis Sarena, an individual (“Executive”).
Research Collaboration and License AgreementStock Purchase Agreement • November 5th, 2015 • Five Prime Therapeutics Inc • Pharmaceutical preparations • California
This Stock Purchase Agreement (this “Agreement”), effective as of [_______], 201_ (the “Effective Date”), is entered into by and between INBRX 110, LP, a Delaware limited partnership (“Inhibrx”), and Five Prime Therapeutics, Inc., a Delaware corporation (“FivePrime”). Inhibrx and FivePrime are referred to individually as a “Party” and collectively as the “Parties”.
Amendment No. 1 to the Executive Severance Benefits AgreementExecutive Severance Benefits Agreement • February 24th, 2017 • Five Prime Therapeutics Inc • Pharmaceutical preparations
This Amendment No. 1 to the Executive Severance Benefits Agreement (this “Amendment”), effective January 21, 2016 (the “Amendment Effective Date”), is made and entered into by and between Five Prime Therapeutics, Inc., a Delaware corporation (“FivePrime”), and Robert Sikorski, an individual (“Executive”).
