FIVE PRIME THERAPEUTICS INC Contracts & Agreements

Form of Gross-Up Agreement (Filed With SEC on April 16, 2021)

Agreement and Plan of Merger, dated as of March 4, 2021, by and among Amgen Inc., Franklin Acquisition Sub, Inc. and Five Prime Therapeutics, Inc (Filed With SEC on March 4, 2021)

Underwriting Agreement, dated November 12, 2020, by and among the Company, Cowen and Company, LLC and SVB Leerink LLC (Filed With SEC on November 13, 2020)

Sublease by and between the company and Sutro Biopharma, Inc., dated as of September 3, 2020 (Filed With SEC on November 3, 2020)

Offer Letter Agreement by and between the company and Thomas Civik, dated as of April 6, 2020 (Filed With SEC on August 6, 2020)

Amendment to Offer Letter Agreement by and between the company and William R. Ringo, dated as of April 16, 2020 (Filed With SEC on August 6, 2020)

Sales Agreement by and between the Company and Cowen and Company, LLC, dated as of August 6, 2020 (Filed With SEC on August 6, 2020)

Letter Agreement by and between the company and William R. Ringo, dated as of March 6, 2020 (Filed With SEC on May 7, 2020)

Description of the Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed With SEC on February 27, 2020)

Amendment to Offer Letter Agreement by and between the company and William R. Ringo, dated as of December 20, 2019 (Filed With SEC on February 27, 2020)

Letter Agreement by and between the company and Francis Sarena, dated as of December 12, 2019 (Filed With SEC on February 27, 2020)

Letter Agreement by and between the company and David V. Smith, dated as of December 12, 2019 (Filed With SEC on February 27, 2020)

Retention Letter Agreement by and between the company and David V. Smith, dated as of January 15, 2020 (Filed With SEC on February 27, 2020)

Retention Letter Agreement by and between the company and Helen Collins, dated as of January 15, 2020 (Filed With SEC on February 27, 2020)

Retention Letter Agreement by and between the company and Francis Sarena, dated as of January 15, 2020 (Filed With SEC on February 27, 2020)

Letter Agreement by and between the company and Helen Collins, dated as of December 12, 2019 (Filed With SEC on February 27, 2020)

Executive Severance Benefit Plan and Summary Plan Description, effective November 20, 2019 (Filed With SEC on February 27, 2020)

Non-Employee Director Compensation Policy, effective November 21, 2019 (Filed With SEC on February 27, 2020)

Amendment No. 3 to the Non-Exclusive License Agreement by and among the company, BioWa, Inc. and Lonza Sales AG, dated as of July 17, 2019 (Filed With SEC on November 6, 2019)

Amendment No. 4 to the Non-Exclusive License Agreement by and among the company, BioWa, Inc. and Lonza Sales AG, dated as of August 22, 2019 (Filed With SEC on November 6, 2019)

Separation Agreement by and between the company and Aron M. Knickerbocker, dated as of September 19, 2019 (Filed With SEC on November 6, 2019)

Offer Letter Agreement by and between the company and William R. Ringo, dated as of October 4, 2019 (Filed With SEC on November 6, 2019)

Amendment to Offer Letter Agreement by and between the company and William R. Ringo, dated as of October 8, 2019 (Filed With SEC on November 6, 2019)

Consulting Agreement by and between the company and Lewis T. Williams, effective as of April 1, 2019 (Filed With SEC on May 9, 2019)

Offer Letter Agreement by and between the company and Bryan Irving, dated as of July 27, 2017 (Filed With SEC on February 26, 2019)

Offer Letter Agreement by and between the company and David V. Smith, dated as of October 24, 2018 (Filed With SEC on February 26, 2019)

Executive Severance Benefits Agreement by and between the company and Bryan Irving, dated as of September 5, 2017 (Filed With SEC on February 26, 2019)

Executive Severance Benefits Agreement by and between the company and David V. Smith, dated as of November 26, 2018 (Filed With SEC on February 26, 2019)

Amendment No. 1 to the Confidential Consulting Agreement by and between the company and FLG Partners, LLC, dated as of October 13, 2018.v (Filed With SEC on February 26, 2019)

Amendment No. 1 to the Non-Exclusive License Agreement by and among the company, BioWa, Inc. and Lonza Sales AG, dated as of June 6, 2013 (Filed With SEC on February 26, 2019)

Amendment No. 2 to the Non-Exclusive License Agreement by and among the company, BioWa, Inc. and Lonza Sales AG, dated as of April 27, 2018 (Filed With SEC on February 26, 2019)

Amendment No. 1 to the License and Collaboration Agreement by and between the company and Zai Lab (Shanghai) Co., Ltd., dated as of December 21, 2018 (Filed With SEC on February 26, 2019)

Consulting Agreement by and between the company and Marc Belsky effective as of April 7, 2018 (Filed With SEC on May 8, 2018)

Amendment to Stock Option Agreements by and between the company and Marc Belsky, effective as of April 6, 2018 (Filed With SEC on May 8, 2018)

Confidential Consulting Agreement, by and between the company and FLG Partners, LLC, effective as of April 13, 2018 (Filed With SEC on May 8, 2018)

Offer Letter Agreement by and between the company and Lewis T. Williams, dated as of November 17, 2017 (Filed With SEC on February 27, 2018)

Offer Letter by and between the company and Helen Collins, dated as of May 12, 2016 (Filed With SEC on February 27, 2018)

Executive Severance Benefits Agreement by and between the company and Helen Collins, dated as of March 20, 2017 (Filed With SEC on February 27, 2018)

Annual Bonus Plan, effective January 1, 2018 (Filed With SEC on February 27, 2018)

Amendment No. 2 to the Exclusive License Agreement by and between the company and Galaxy Biotech, LLC, dated as of May 30, 2017 (Filed With SEC on February 27, 2018)

License and Collaboration Agreement, dated as of December 19, 2017, by and between the company and Zai Lab (Shanghai) Co., Ltd (Filed With SEC on February 27, 2018)

Underwriting Agreement, dated January 24, 2018, by and among Five Prime Therapeutics, Inc. and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Leerink Partners LLC, as... (Filed With SEC on January 25, 2018)

Annual Bonus Plan (Filed With SEC on November 6, 2017)

Offer Letter by and between the Company and Aron Knickerbocker, dated as of October 18, 2017 (Filed With SEC on November 6, 2017)

Amendment No. 2 to the Executive Severance Benefits Agreement by and between the Company and Aron Knickerbocker, dated as of October 18, 2017 (Filed With SEC on November 6, 2017)

Amendment No. 1 to the 2013 Omnibus Incentive Plan (Filed With SEC on November 6, 2017)

Confidential Resignation Agreement and General Release of Claims by and between the Company and Robert Sikorski, dated as of April 30, 2017 (Filed With SEC on May 5, 2017)

Five Prime Therapeutics, Inc. • Two Corporate Drive • South San Francisco, CA 94080 • Phone ###-###-#### • Fax ###-###-#### www.fiveprime.com (Filed With SEC on February 24, 2017)

Executive Severance Benefits Agreement (Filed With SEC on February 24, 2017)

Amendment No. 1 to the Executive Severance Benefits Agreement (Filed With SEC on February 24, 2017)

Executive Severance Benefits Agreement (Filed With SEC on February 24, 2017)

Five Prime Therapeutics, Inc. 2013 Omnibus Incentive Plan Restricted Stock Agreement (Filed With SEC on February 24, 2017)

LEASE THE COVE AT OYSTER POINT HCP OYSTER POINT III LLC, a Delaware limited liability company, as Landlord, and FIVE PRIME THERAPEUTICS, INC. a Delaware corporation, as Tenant.... (Filed With SEC on February 24, 2017)

Amendment to the Exclusive License Agreement (Filed With SEC on August 5, 2016)

Executive Transition and Severance Benefits Agreement (Filed With SEC on March 11, 2016)

Amendment No. 2 to the Research Collaboration and License Agreement (Filed With SEC on March 11, 2016)

Amendment No. 3 to the Respiratory Diseases Research Collaboration and License Agreement (Filed With SEC on March 11, 2016)

Amendment No. 1 to the Research Collaboration and License Agreement (Filed With SEC on March 11, 2016)

Research Collaboration and License Agreement (Filed With SEC on November 5, 2015)

Retention Award Agreement (Filed With SEC on May 4, 2015)

CLINICAL TRIAL COLLABORATION AGREEMENT (Filed With SEC on March 18, 2015)

3,410,000 Shares of Common Stock Five Prime Therapeutics, Inc. UNDERWRITING AGREEMENT (Filed With SEC on January 7, 2015)

FIRST AMENDMENT TO LEASE (Filed With SEC on November 14, 2014)

Amendment No. 2 to the Respiratory Diseases Research Collaboration and License Agreement (Filed With SEC on August 7, 2014)

Amendment No. 1 to the Research Collaboration and License Agreement (Filed With SEC on August 7, 2014)

Research Collaboration and License Agreement (Filed With SEC on May 12, 2014)

Stock Purchase Agreement (Filed With SEC on March 19, 2014)

Shares of Common Stock Five Prime Therapeutics, Inc. UNDERWRITING AGREEMENT (Filed With SEC on February 4, 2014)

Five Prime Therapeutics, Inc. 2013 Omnibus Incentive Plan Restricted Stock Agreement (Filed With SEC on January 22, 2014)

Five Prime Therapeutics,Inc. · Two Corporate Drive · South San Francisco, CA 94080 · Phone ###-###-#### · Fax ###-###-#### www.fiveprime.com (Filed With SEC on January 22, 2014)

EXECUTIVE SEVERANCE BENEFITS AGREEMENT (Filed With SEC on January 22, 2014)

Amendment No. 1 to the Executive Severance Benefits Agreement (Filed With SEC on January 22, 2014)

ANNEX SP SCHEDULE OF PAYMENTS TO NRC (Filed With SEC on December 9, 2013)

Shares of Common Stock Five Prime Therapeutics, Inc. UNDERWRITING AGREEMENT (Filed With SEC on September 4, 2013)

Page 2 of8 (Filed With SEC on August 23, 2013)

AMENDMENT NO. 1 TO THE LICENSE AGREEMENT EFFECTIVE FEBRUARY 1, 2006 BETWEEN STANFORD UNIVERSITY AND FIVE PRIME THERAPEUTICS INC. (Filed With SEC on August 23, 2013)

TECHNOLOGY LICENCE AGREEMENT (Filed With SEC on August 23, 2013)

INDEMNIFICATION AGREEMENT (Filed With SEC on August 16, 2013)

Research Collaboration and License Agreement (Filed With SEC on August 16, 2013)

License andCollaboration Agreement by and between Five Prime Therapeutics, Inc. and Human Genome Sciences, Inc. LICENSE AND COLLABORATION AGREEMENT (Filed With SEC on August 16, 2013)

RESPIRATORY DISEASES RESEARCH COLLABORATION AND LICENSE AGREEMENT by and between Glaxo Group Limited and Five Prime Therapeutics, Inc. (Filed With SEC on August 16, 2013)

RESEARCH COLLABORATION AND LICENSE AGREEMENT by and between GlaxoSmithKline LLC and Five Prime Therapeutics, Inc. RESEARCH COLLABORATION AND LICENSE AGREEMENT (Filed With SEC on August 16, 2013)

AMENDMENT No. 1 to the RESEARCH COLLABORATION AND LICENSE AGREEMENT (Muscle Diseases ResearchProgram Expansion) (Filed With SEC on August 16, 2013)

Exclusive License Agreement (Filed With SEC on August 16, 2013)

EXCLUSIVE LICENSE AGREEMENT between THEREGENTS OF THE UNIVERSITY OF CALIFORNIA and FIVE PRIME THERAPEUTICS, INC. for RECEPTORS FOR FIBROBLAST GROWTH FACTORS UC Case No. *** TABLE... (Filed With SEC on August 16, 2013)

NON-EXCLUSIVE LICENSE AGREEMENT (Filed With SEC on August 16, 2013)

FIVE PRIME THERAPEUTICS, INC. 2013 EMPLOYEE STOCK PURCHASE PLAN (Filed With SEC on August 16, 2013)

Five Prime Therapeutics, Inc. WARRANT TO PURCHASE SERIES A PREFERRED STOCK (Filed With SEC on July 26, 2013)

No. PAW 6 WARRANT TO PURCHASE 28,350 SHARES OF SERIES A PREFERRED STOCK (Filed With SEC on July 26, 2013)

Seventh Amended and Restated Investor Rights Agreement (Filed With SEC on July 26, 2013)

FIVE PRIME THERAPEUTICS, INC. 2002 EQUITY INCENTIVE PLAN ADOPTED: MARCH 14, 2002 APPROVED BY STOCKHOLDERS: MARCH 14, 2002 AMENDED AND RESTATED BY THE BOARD OF DIRECTORS ONMAY 21,... (Filed With SEC on July 26, 2013)

FIVE PRIME THERAPEUTICS, INC. 2002 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCKOPTION) (Filed With SEC on July 26, 2013)

FIVE PRIME THERAPEUTICS, INC. 2010 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS:OCTOBER 28, 2010 APPROVED BY THESTOCKHOLDERS: DECEMBER 9, 2010 TERMINATION DATE:OCTOBER... (Filed With SEC on July 26, 2013)

Option Agreement (Incentive Stock Option or Nonstatutory Stock Option) Five Prime Therapeutics, Inc. 2010 Equity Incentive Plan (Filed With SEC on July 26, 2013)

FIVE PRIME THERAPEUTICS, INC. 2013 OMNIBUS INCENTIVE PLAN TABLE OF CONTENTS (Filed With SEC on July 26, 2013)

FIVE PRIME THERAPEUTICS, INC. 2013 OMNIBUS INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT (Filed With SEC on July 26, 2013)

FIVE PRIME THERAPEUTICS, INC. 2013 OMNIBUS INCENTIVE PLAN NON-QUALIFIED OPTION AGREEMENT (Filed With SEC on July 26, 2013)

Five Prime Therapeutics, Inc. 1650 Owens Street, Suite 200 San Francisco, CA 94158 (Filed With SEC on July 26, 2013)

Five Prime Therapeutics, Inc. Two Corporate Drive South San Francisco, CA 94080 Main: (415) 365-5600 Fax: (415) 520-9842 (Filed With SEC on July 26, 2013)

2007 EXECUTIVE SEVERANCE BENEFITS AGREEMENT (Filed With SEC on July 26, 2013)

EXECUTIVE SEVERANCE BENEFITS AGREEMENT (Filed With SEC on July 26, 2013)

Amendment No. 1 to the Executive Severance BenefitsAgreement (Filed With SEC on July 26, 2013)

EXECUTIVE SEVERANCE BENEFITS AGREEMENT (Filed With SEC on July 26, 2013)

Amendment No. 1 to the Executive Severance BenefitsAgreement (Filed With SEC on July 26, 2013)

Indemnity Agreement (Filed With SEC on July 26, 2013)

Research Collaboration and License Agreement (Filed With SEC on July 26, 2013)

License andCollaboration Agreement by and between Five Prime Therapeutics, Inc. and Human Genome Sciences, Inc. LICENSE AND COLLABORATION AGREEMENT (Filed With SEC on July 26, 2013)

RESPIRATORY DISEASES RESEARCH COLLABORATION AND LICENSE AGREEMENT by and between Glaxo Group Limited and Five Prime Therapeutics, Inc. (Filed With SEC on July 26, 2013)

Amendment No. 1 to the Respiratory Diseases Research Collaboration and License Agreement (Filed With SEC on July 26, 2013)

RESEARCH COLLABORATION AND LICENSE AGREEMENT by and between GlaxoSmithKline LLC and Five Prime Therapeutics, Inc. RESEARCH COLLABORATION AND LICENSE AGREEMENT (Filed With SEC on July 26, 2013)

AMENDMENT No. 1 to the RESEARCH COLLABORATION AND LICENSE AGREEMENT (Muscle Diseases ResearchProgram Expansion) (Filed With SEC on July 26, 2013)

Exclusive License Agreement (Filed With SEC on July 26, 2013)

EXCLUSIVE LICENSE AGREEMENT between THEREGENTS OF THE UNIVERSITY OF CALIFORNIA and FIVE PRIME THERAPEUTICS, INC. for RECEPTORS FOR FIBROBLAST GROWTH FACTORS UC Case No. *** TABLE... (Filed With SEC on July 26, 2013)

Master Services Agreement (Filed With SEC on July 26, 2013)

LEASE (Filed With SEC on July 26, 2013)

SUBLEASE (Filed With SEC on July 26, 2013)

FIVE PRIME THERAPEUTICS, INC. STOCK OPTION GRANT NOTICE (2002 EQUITY INCENTIVE PLAN) (Filed With SEC on July 26, 2013)

Amendment to Stock Option (Filed With SEC on July 26, 2013)

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FIVE PRIME THERAPEUTICS INC Contracts & Agreements