Amendment 01 to Collaboration and Option Agreement, dated June 28, 2022, by and between the Registrant and Ono Pharmaceutical Co. Ltd

CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Amendment 01

to

COLLABORATION AND OPTION AGREEMENT

This Amendment 01 to Collaboration and Option Agreement (the "First Amendment") is made and entered into as of June 28th, 2022 (the "Amendment 01 Effective Date"), by and between FATE Therapeutics, Inc., a Delaware corporation located at 3535 General Atomics Court, Suite 200, San Diego, California 92121, United States of America ("FATE"), and Ono Pharmaceutical Co., Ltd., 8-2, Kyutaromachi 1-chome, Chuo-ku, Osaka, Osaka ###-###-####, Japan ("ONO"). FATE and ONO are sometimes referred to herein individually as a "Party" and collectively as the "Parties".

RECITALS

Whereas, the Parties have entered into a Collaboration and Option Agreement dated September 14, 2018 (the “Agreement”), pursuant to which the Parties are conducting a research collaboration;

Whereas, as agreed in the Letter Agreement effective on December 4, 2020, the Agreement with respect to Collaboration Candidate 1 was terminated;

Whereas, as part of the Letter Agreement, ONO has designated certain Antigen Binding Domains using [***] as ONO Antigen Binding Domains;

Whereas, the Parties wish to start another drug discovery program using [***] to identify Antigen Binding Domains, with which Collaboration Candidates and Collaboration Products will be Researched and Developed under the Agreement;

Whereas, the Parties also wish to add CAR-targeted natural killer (NK) cells derived from engineered master induced pluripotent stem cells (iPSC) as potential effector cells under the Agreement;

Now, Therefore, in consideration of the foregoing and the mutual agreements set forth below, the Parties agree as follows:

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“Target 2” means: [***].

“Target 3” means: [***].

* [***]

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* [***]

* [***]

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The provisions regarding milestone payments set forth in Section 6.3.4 shall be applicable to each [***] and to [***] individually. For clarity, a separate set of milestone payments will be payable for each of [***] and [***].

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1.22 “Collaboration Candidate 2” means a CAR-targeted T-lymphocyte therapeutic or a CAR-targeted NK cell therapeutic derived from a master iPSC line and generated under the Joint Development Plan, where such master iPSC line is engineered to [***] for which FATE is conducting Research and Development under the Joint Development Plan and for which: (a) ONO has not exercised the ONO Option pursuant to Section 2.4.3 (Option Exercise); and (b) the applicable ONO Option Period has not expired.

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1.103 “T and NK cell Biology” means [***].

1.104 “T and NK Cell Biology Activities” means those Research and Development activities that are specifically related to T and NK Cell Biology and which are set forth under the Joint Development Plan and identified as T and NK Cell Biology Activities in the Joint Development Plan.

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[Signature page follows]

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IN WITNESS WHEREOF, the Parties have caused this First Amendment to be executed by their respective duly authorized officers as of the Effective Date.

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Exhibit A

[FATE NK Cell Agreements]

[***]

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Exhibit B

[FATE NK Cell Patents]

[***]

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