Prepared by R.R. Donnelley Financial -- EX-10.3




 Exhibit 10.3 

CALITHERA BIOSCIENCES, INC. 

2010 EQUITY INCENTIVE PLAN 

OPTION AGREEMENT 

(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK
OPTION) 
 Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement,
Calithera Biosciences, Inc. (the “Company”) has granted you an option under its 2010 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in
your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan. 

The details of your option are as follows: 

1. VESTING. Subject to the limitations contained herein, your option will vest as provided in your Grant Notice,
provided that vesting will cease upon the termination of your Continuous Service. 
 2. NUMBER OF
SHARES AND EXERCISE PRICE. The number of shares of Common Stock subject to your option and your exercise price per share referenced in your Grant Notice may be adjusted from time to
time for Capitalization Adjustments. 
 3. EXERCISE RESTRICTION FOR
NON-EXEMPT EMPLOYEES. In the event that you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (i.e., a “Non-Exempt
Employee”), you may not exercise your option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant specified in your Grant Notice, notwithstanding any other provision of your option.

 4. EXERCISE PRIOR TO VESTING (“EARLY
EXERCISE”). If permitted in your Grant Notice (i.e., the “Exercise Schedule” indicates “Early Exercise Permitted”) and subject to the provisions of your option, you may elect at any time that is
both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including the unvested portion of your option; provided, however, that: 

(a) a partial exercise of your option shall be deemed to cover first vested shares of Common Stock and then the earliest vesting
installment of unvested shares of Common Stock; 
 (b) any shares of Common Stock so purchased from installments that have not vested
as of the date of exercise shall be subject to the purchase option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement; 

(c) you shall enter into the Company’s form of Early Exercise Stock Purchase Agreement with a vesting schedule that will result in
the same vesting as if no early exercise had occurred; and 

  
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 (d) if your option is an Incentive Stock Option, then, to the extent that the aggregate
Fair Market Value (determined at the time of grant) of the shares of Common Stock with respect to which your option plus all other Incentive Stock Options you hold are exercisable for the first time by you during any calendar year (under all plans
of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), your option(s) or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options. 

5. METHOD OF PAYMENT. Payment of the exercise price is due in full upon exercise of all or
any part of your option. You may elect to make payment of the exercise price in cash or by check or in any other manner permitted by your Grant Notice, which may include one or more of the following: 

(a) Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal,
pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to
pay the aggregate exercise price to the Company from the sales proceeds. 
 (b) Provided that at the time of exercise the Common
Stock is publicly traded and quoted regularly in The Wall Street Journal, by delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that are owned free and clear of any liens, claims,
encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate
the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. 
 (c) Pursuant to the
following deferred payment alternative: 
 (i) Not less than one hundred percent (100%) of the aggregate exercise price, plus
accrued interest, shall be due four (4) years from date of exercise or, at the Company’s election, upon termination of your Continuous Service. 

(ii) Interest shall be compounded at least annually and shall be charged at the minimum rate of interest necessary to avoid
(1) the treatment as interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement and (2) the classification of your option as a liability for
financial accounting purposes. 
 (iii) In order to elect the deferred payment alternative, you must, as a part of your written
notice of exercise, give notice of the election of this payment alternative and, in order to secure the payment of the deferred exercise price to the Company hereunder, if the Company so requests, you must tender to the Company a promissory note and
a pledge agreement covering the purchased shares of Common Stock, both in form and substance satisfactory to the Company, or such other or additional documentation as the Company may request. 

  
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 6. WHOLE SHARES. You may exercise your option only for whole
shares of Common Stock. 
 7. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the
contrary contained herein, you may not exercise your option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has
determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with other applicable laws and regulations governing your option, and you may not
exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations. 

8. TERM. You may not exercise your option before the commencement or after the expiration of its term. The term of your
option commences on the Date of Grant and expires upon the earliest of the following: 
 (a) three (3) months after the
termination of your Continuous Service for any reason other than your Disability or death, provided that if during any part of such three (3) month period your option is not exercisable solely because of the condition set forth in the section
above relating to “Securities Law Compliance,” your option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination of your
Continuous Service; 
 (b) twelve (12) months after the termination of your Continuous Service due to your Disability; 

(c) eighteen (18) months after your death if you die either during your Continuous Service or within three (3) months after
your Continuous Service terminates; 
 (d) the Expiration Date indicated in your Grant Notice; or 

(e) the day before the tenth (10th) anniversary of the Date of Grant. 

If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option,
the Code requires that at all times beginning on the date of grant of your option and ending on the day three (3) months before the date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event
of your death or Disability. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you
continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or an
Affiliate terminates. 

  
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 9. EXERCISE. 

(a) You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during
its term by delivering a Notice of Exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with
such additional documents as the Company may then require. 
 (b) By exercising your option you agree that, as a condition to any
exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (1) the exercise of your option,
(2) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (3) the disposition of shares of Common Stock acquired upon such exercise. 

(c) If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within
fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the date of your option grant or within one (1) year after such
shares of Common Stock are transferred upon exercise of your option. 
 (d) By exercising your option you agree that you shall not
sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of the Company held by
you, for a period of one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as necessary to permit compliance with NASD Rule 2711 or NYSE Member
Rule 472 and similar rules and regulations (the “Lock-Up Period”); provided, however, that nothing contained in this section shall prevent the exercise of a repurchase option, if any, in favor of the Company during the
Lock-Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In
order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such period. The underwriters of the Company’s stock are intended third party beneficiaries
of this Section 9(d) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 

10. TRANSFERABILITY. Your option is not transferable, except by will or by the laws of descent and distribution, and is
exercisable during your life only by you. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be
entitled to exercise your option. In addition, if permitted by the Company you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while
the option is held in the trust, provided that you and the trustee enter into a transfer and other agreements required by the Company. 

11. RIGHT OF FIRST REFUSAL. Shares of Common Stock that you acquire upon
exercise of your option are subject to any right of first refusal that may be described in the Company’s bylaws in effect at such time the Company elects to exercise its right; provided, however, that if your option is an Incentive Stock
Option and the right of first refusal described in the Company’s bylaws in effect at the time the Company elects to exercise its right is more 

  
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beneficial to you than the right of first refusal described in the Company’s bylaws on the Date of Grant, then the right of first refusal described in the Company’s bylaws on the Date
of Grant shall apply. The Company’s right of first refusal shall expire on the first date upon which any security of the Company is listed (or approved for listing) upon notice of issuance on a national securities exchange or quotation system.

 12. RIGHT OF REPURCHASE. To the extent provided in the Company’s bylaws in
effect at such time the Company elects to exercise its right, the Company shall have the right to repurchase all or any part of the shares of Common Stock you acquire pursuant to the exercise of your option. 

13. OPTION NOT A SERVICE CONTRACT. Your option is not an
employment or service contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your
employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a Director or Consultant for
the Company or an Affiliate. 
 14. WITHHOLDING OBLIGATIONS. 

(a) At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby
authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by
the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of
your option. 
 (b) Upon your request and subject to approval by the Company, in its sole discretion, and compliance with any
applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined
by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes).
If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you make a proper and timely
election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax
withholding obligation to the date of exercise of your option. Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from fully vested shares of Common Stock determined as of the date of exercise of your option
that are otherwise issuable to you upon such exercise. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility. 

  
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 (c) You may not exercise your option unless the tax withholding obligations of the Company
and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release
such shares of Common Stock from any escrow provided for herein unless such obligations are satisfied. 
 15. TAX
CONSEQUENCES. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You shall not make any claim
against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation. In particular, you acknowledge that this option is exempt from Section 409A of the
Code only if the exercise price per share specified in the Grant Notice is at least equal to the “fair market value” per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated
with the option. Because the Common Stock is not traded on an established securities market, the Fair Market Value is determined by the Board, perhaps in consultation with an independent valuation firm retained by the Company. You acknowledge that
there is no guarantee that the Internal Revenue Service will agree with the valuation as determined by the Board, and you shall not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event that the
Internal Revenue Service asserts that the valuation determined by the Board is less than the “fair market value” as subsequently determined by the Internal Revenue Service. 

16. NOTICES. Any notices provided for in your option or the Plan shall be given in writing and shall be deemed
effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. 

17. GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions of the Plan, the
provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of your option and those of the Plan, the provisions of the Plan shall control. 

  
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 CALITHERA BIOSCIENCES, INC. 

2010 EQUITY INCENTIVE PLAN 

STOCK OPTION GRANT NOTICE 

Calithera Biosciences, Inc. (the “Company”), pursuant to its 2010 Equity Incentive Plan (as amended and/or restated to date, the
“Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the
Option Agreement, the Plan, and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. 
  

					
	Optionholder:	 	  
	  	
	Date of Grant:	 	  
	  	
	Vesting Commencement Date:	 	  
	  	
	Number of Shares Subject to Option:	 	  
	  	
	Exercise Price (Per Share):	 	  
	  	
	Total Exercise Price:	 	  
	  	
	Expiration Date:	 	  
	  	


							
				
	Type of Grant:	 	 ̈  Incentive Stock Option1	 	             ̈  Nonstatutory Stock Option	 	

 [DRAFTING NOTE: Options that are exercisable by non-exempt employees (those subject to wage overtime rules) within six
months after the date of grant may affect the calculations of overtime wages. Therefore, options granted to non-exempt employees should not be exercisable for at least six months from the grant date; provided, that the employees may exercise if
their employment is terminated due to a change in control, their death or retirement.] 
  

							
	Exercise Schedule:	 	 ̈  Same as Vesting Schedule	 	       ̈  Early Exercise Permitted
		
	Vesting Schedule:	 	[SAMPLE: 1/4th of the shares vest one year after the Vesting Commencement Date; the balance of
the shares vest in a series of
thirty-six (36) successive equal monthly installments measured from
the first anniversary of the Vesting Commencement Date.]
		
	Payment:	 	By one or a combination of the following items (described in the Option Agreement):
		
	 	 	x  By cash or check
	 	 	x  Pursuant to a Regulation T Program if the Shares are publicly traded
	 	 	x  By delivery of already-owned shares if the Shares are publicly traded
	 	 	 ̈  By deferred payment
	 	 	 ̈  By net exercise2

 Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands and agrees to,
this Stock Option Grant Notice, the Option Agreement and the Plan. Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between
Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that subject with the exception of (i) options previously granted and delivered to Optionholder under the
Plan, and (ii) the following agreements only: 
  

					
	OTHER AGREEMENTS:	 		 	  

		 		 	  


  

	1 	If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess
over $100,000 is a Nonstatutory Stock Option. 


	2 	An Incentive Stock Option may not be exercised by a net exercise arrangement. 










									
	PROTEIN ACTIVATION THERAPEUTICS, INC.	 		 	OPTIONHOLDER:
				
	By:	 	  
	 		 	  

		 	Signature	 		 	Signature
					
	Title:	 	  
	 		 	Date:	 	  

					
	Date:	 	  
	 		 		 	

 ATTACHMENTS: Option Agreement, 2010 Equity Incentive Plan and Notice of Exercise 








 ATTACHMENT I 

OPTION AGREEMENT 








 ATTACHMENT II 

2010 EQUITY INCENTIVE PLAN 








 ATTACHMENT III 

NOTICE OF EXERCISE