Five Prime Therapeutics, Inc. Watch

from 8-K 3 pages In Consideration of Your Services to the Company, Subject to and Contingent Upon the Effective Time, the Compensation Committee of the Board of Directors of the Company Has Approved the Gross-Up Payment (Defined Below) to Be Made to You on the Terms and Conditions Described in This Letter Agreement Between You and the Company (This “Agreement”). This Agreement and the Gross-Up Payment Provided for Herein Shall Replace and Supersede Any Other Agreements and Promises Made to You by the Company, Whether Written or Oral, With Respect to the Subject Matter Herein. if the Effective Time Does Not Occur, the Merger Agreement Terminates Pursuant to Its Terms or Your Employment With the Company Terminates for Any Reason Prior to the Effective Time, This Agreement Will Terminate and Be of No Force or Effect and You Will Not Receive a Gross-Up Payment. Indemnification for Golden Parachute Excise Taxes

from 10-Q 28 pages Agreement

from 10-Q 1 page April 16, 2020 Mr. William R. Ringo via Electronic Mail Five Prime Therapeutics, Inc. /S/ Peder Jensen

from 8-K 43 pages Five Prime Therapeutics, Inc. $75,000,000 Sales Agreement

from 10-Q 3 pages April 6, 2020 Mr. Thomas Civik via Email

from 10-Q 1 page March 6, 2020 via Email Mr. William R. Ringo Re: Executive Severance Benefit Plan, Effective November 20, 2019 (The “Plan”) Five Prime Therapeutics, Inc. Agreed: /S/ William R. Ringo March 10, 2020 William R. Ringodate

from 10-K ~1 page Non-Employee Director Compensation Policy

from 10-K 11 pages Five Prime Therapeutics, Inc. Executive Severance Benefit Plan and Summary Plan Description

from 10-K 1 page December 12, 2019 Five Prime Therapeutics, Inc. /S/ William R. Ringo William R. Ringo Chief Executive Officer Understood, Accepted and Agreed: /S/ Helen Collins, M.D. December 12, 2019 Helen Collins, M.D. Date

from 10-K 2 pages January 15, 2020 Francis Sarena via Hand Delivery Re: Retention Bonus

from 10-K 2 pages January 15, 2020 Helen Collins, M.D. via Hand Delivery Re: Retention Bonus

from 10-K 2 pages January 15, 2020 David Smith via Hand Delivery Re: Retention Bonus

from 10-K 1 page December 12, 2019 Five Prime Therapeutics, Inc. /S/ William R. Ringo William R. Ringo Chief Executive Officer Understood, Accepted and Agreed: /S/ David Smith December 12, 2019 David Smith Date

from 10-K 1 page December 12, 2019 Five Prime Therapeutics, Inc. /S/ William R. Ringo William R. Ringo Chief Executive Officer Understood, Accepted and Agreed: /S/ Francis Sarena December 12, 2019 Francis Sarena Date

from 10-K 1 page December 20, 2019 Mr. William R. Ringo via Electronic Mail Five Prime Therapeutics, Inc. /S/ Peder Jensen Peder Jensen Chairman of the Compensation and Management Development Committee of the Board of Directors Accepted: /S/ William R. Ringo William R. Ringo

from 10-Q 1 page Material contract

from 10-Q 3 pages October 4, 2019 Mr. William R. Ringo via Hand Delivery

from 10-Q 12 pages September 19, 2019 Aron M. Knickerbocker via Email Delivery Re:separation Agreement Dear Aron: This Letter Sets Forth the Substance of the Separation Agreement (The “Agreement”) That Five Prime Therapeutics, Inc. (The “Company”) Is Offering to You in Connection With Your Employment Transition. 1. Separation

from 10-Q 5 pages Amendment No. 4 to the Non-Exclusive License Agreement

from 10-Q 6 pages Amendment No. 3 to the Non-Exclusive License Agreement Dated 6 February 2012 Between Lonza Sales AG and Five Prime Therapeutics, Inc. and Biowa, Inc