Offer Letter, by and between FibroGen, Inc. and Elias Kouchakji, dated as of January 24, 2014

Your salary will be $29,167.00 per month, less taxes and standard deductions as required by law. Paid bimonthly, this figure will annualize to $350,000

You will be paid an employment bonus of $25,000 less taxes and standard deductions.

You will also be eligible to participate in the FibroGen Incentive Compensation Plan.

Pending any necessary approvals, including those of the Company’s Board of Directors and Stockholders, and in compliance with applicable laws and regulations, we plan to offer you an option to purchase 100,000 shares of common stock of FibroGen, pursuant to the terms and conditions of the Company’s 2005 Stock Plan, and may be amended or modified from time to time.

You will be eligible for certain FibroGen employee benefits, which will include medical, vision and dental health insurance. Additionally, we offer a 401(k) plan, which provides you with the opportunity for pre-tax long-term savings by deferring from 1-60% of your annual salary, subject to certain maximums. These benefits may be modified or terminated from time to time, and a benefit summary has been included with this letter. More detailed information regarding your benefits will be provided at your New Employee Orientation, shortly after you begin employment.

You will be eligible to participate in our Corporate Relocation Program – which includes payment of certain expenses associated with your relocation to the Bay Area. Details of the services available to you are outlined in a separate, attached document. As the IRS may consider some of these benefits taxable income, we recommend you consult with your tax advisor.

As a full-time employee, you will receive fifteen (15) days of paid vacation each year, which will accrue at the rate of 1.25 days per month beginning from your first day of employment at FibroGen.

You will abide by FibroGen’s strict company policy that prohibits any new employee from using or bringing with them from any prior employer any proprietary information, trade secrets, proprietary materials or processes of such former employers.  Moreover, because the Company’s proprietary information is extremely important, this offer is expressly subject to your executing the enclosed Confidential Information, Secrecy and Invention Agreement for Employees. You also agree to follow all other rules and policies that the Company may announce from time to time.

You will also be required to sign the Employment Eligibility Verification (Form I-9).  (You will need to complete and return Section One of the I-9 form along with your signed offer letter). On your first day of employment, please bring the necessary documents that establish your identity and employment eligibility. Acceptable documents are listed on the reverse side of the I-9 form. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated

You should be aware that your employment with the Company is for no specified period and constitutes "at-will" employment.  As a result, you are free to resign at any time, for any reason, with or without cause or notice.  Similarly, the Company is free to conclude its employment with you at any time. The changing needs of the Company could also result in changes to certain aspects of your employment, such as compensation, responsibilities, location, etc. These provisions expressly supersede any previous representations, oral or written. Your at-will employment cannot be modified or amended except by written agreement signed by both you and the President of the Company.

Any dispute or claim, including all contract, tort, discrimination and other statutory claims,

This offer of employment is made contingent upon successful completion of FibroGen, Inc.’s background check. This includes verification of the information provided online and your employment application. If necessary, you will be contacted to resolve any discrepancies in the verification of information. Whether you have successfully “passed” the background check is solely within FibroGen’s discretion. Your employment hire date will be determined after the completion of the background check process and your signed acceptance of this offer.

I-9 Form

Confidential Information, Secrecy and Invention Agreement

FibroGen Employment Application

FibroGen Relocation Assistance Terms

FibroGen Relocation Repayment Agreement