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.
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:
License and Collaboration Agreement by and between Five Prime Therapeutics, Inc. and Human Genome Sciences, Inc.License and Collaboration Agreement • July 26th, 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 • July 26th, 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.
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 • July 26th, 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.
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 • July 26th, 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”.
RESPIRATORY DISEASES RESEARCH COLLABORATION AND LICENSE AGREEMENT by and between Glaxo Group Limited and Five Prime Therapeutics, Inc.Collaboration and License Agreement • July 26th, 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 • July 26th, 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.”
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).
Master Services AgreementMaster Services Agreement • July 26th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations • California
This Master Services Agreement (this “Agreement”), dated October 1, 2012 (the “Agreement Date”), is between Five Prime Therapeutics, Inc., a Delaware corporation (“FivePrime”) having its principal place of business at Two Corporate Drive, South San Francisco, CA 94080, and Cytovance Biologics Inc., a Delaware corporation (“Cytovance”) having its principal place of business at 800 Research Parkway, Suite 200, Oklahoma City, OK 73104 (each a “Party”, collectively the “Parties”).
Amendment No. 1 to the Respiratory Diseases Research Collaboration and License AgreementLicense Agreement • July 26th, 2013 • Five Prime Therapeutics Inc • Pharmaceutical preparations • Delaware
This Amendment No. 1 to the Respiratory Diseases Research Collaboration and License Agreement (this “Amendment No. 1”), effective as of the August 9, 2012 (the “Amendment No. 1 Effective Date”), is made by and between Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (“GSK”), and Five Prime Therapeutics, Inc., a Delaware corporation having a place of business at Two Corporate Drive, South San Francisco, CA 94080 (“FivePrime”).
