EX-10.1



 Exhibit 10.1 

AMENDED AND RESTATED 
 STOCK PLAN

 OF 
 FIBROGEN, INC. 







 TABLE OF CONTENTS 

 

											
	 	 	 	 	 	  	 	  	Page	 
			
	 1.
	 	 PURPOSES OF THE PLAN
	  	 	1	  
			
	 2.
	 	 ELIGIBLE PERSONS
	  	 	1	  
			
	 3.
	 	 STOCK SUBJECT TO THIS PLAN
	  	 	2	  
			
	 4.
	 	 ADMINISTRATION
	  	 	2	  
			
	 5.
	 	 GRANTING OF OPTIONS; OPTION AGREEMENT
	  	 	3	  
			
	 6.
	 	 TERMS AND CONDITIONS OF OPTIONS
	  	 	3	  
				
		 	6.1	 	 Terms and Conditions to Which All Options Are Subject
	  	 	3	  
		 		 	6.1.1	  	 Changes in Capital Structure
	  	 	3	  
		 		 	6.1.2	  	 Corporate Transactions
	  	 	4	  
		 		 	6.1.3	  	 Time of Option Exercise
	  	 	4	  
		 		 	6.1.4	  	 Option Grant Date
	  	 	4	  
		 		 	6.1.5	  	 Nonassignability of Option Rights
	  	 	4	  
		 		 	6.1.6	  	 Payment
	  	 	5	  
		 		 	6.1.7	  	 Termination of Employment
	  	 	5	  
		 		 	6.1.8	  	 Repurchase of Stock
	  	 	6	  
		 		 	6.1.9	  	 Withholding and Employment Taxes
	  	 	7	  
		 		 	6.1.10	  	 Other Provisions
	  	 	7	  
		 		 	6.1.11	  	 Determination of Value
	  	 	8	  
		 		 	6.1.12	  	 Option Term
	  	 	8	  
		 		 	6.1.13	  	 Exercise Price
	  	 	8	  
				
		 	6.2	 	 Terms and Conditions to Which Only NSOs Are Subject
	  	 	9	  
		 		 	6.2.1	  	 Exercise Price
	  	 	9	  
				
		 	6.3	 	 Terms and Conditions to Which Only ISOs Are Subject
	  	 	9	  
		 		 	6.3.1	  	 Exercise Price
	  	 	9	  
		 		 	6.3.2	  	 Disqualifying Dispositions
	  	 	9	  
		 		 	6.3.3	  	 Grant Date
	  	 	9	  
		 		 	6.3.4	  	 Vesting
	  	 	9	  
		 		 	6.3.5	  	 Term
	  	 	10	  
			
	 7.
	 	 MANNER OF EXERCISE
	  	 	10	  
			
	 8.
	 	 EMPLOYMENT OR CONSULTING RELATIONSHIP
	  	 	10	  
			
	 9.
	 	 FINANCIAL INFORMATION
	  	 	11	  
			
	 10.
	 	 CONDITIONS UPON ISSUANCE OF SHARES
	  	 	11	  
			
	 11.
	 	 NONEXCLUSIVITY OF THE PLAN
	  	 	11	  


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 12.
	 	 MARKET STANDOFF
	  	 	11	  
			
	 13.
	 	 AMENDMENTS TO PLAN
	  	 	11	  
			
	 14.
	 	 EFFECTIVE DATE OF PLAN
	  	 	12	  


  
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 Amended and Restated 

STOCK OPTION PLAN 
 OF

 FIBROGEN, INC. 
  

	 	1.	PURPOSES OF THE PLAN. 

 The purposes of the 1994 Stock Plan, as amended and restated (the
“Plan”) of FibroGen, Inc., a Delaware corporation (the “Company”), are to: 
 (a) Encourage selected employees,
directors and consultants to improve operations and increase profits of the Company; 
 (b) Encourage selected employees, directors and
consultants to accept or continue employment or association with the Company or its Affiliates; and 
 (c) Increase the interest of selected
employees, directors and consultants in the Company’s welfare through participation in the growth in value of the common stock of the Company (the “Common Stock”). 

Options granted under this Plan (“Options”) may be “incentive stock options” (“ISOs”) intended to satisfy the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or “nonstatutory options” (“NSOs”). 
  

	 	2.	ELIGIBLE PERSONS. 

 Every person who at the date of grant of an Option is a full-time
employee of the Company or of any Affiliate (as defined below) of the Company is eligible to receive NSOs or ISOs under this Plan. Every person who at the date of grant is a consultant to, or nonemployee director of, the Company or any Affiliate (as
defined below) of the Company is eligible to receive NSOs under this Plan. The term “Affiliate” as used in the Plan means a parent or subsidiary corporation as defined in the applicable provisions (currently Sections 424(e) and (f),
respectively) of the Code. The term “employee” includes an officer or director who is an employee, of the Company. The term “consultant” includes persons employed by, or otherwise affiliated with, a consultant. 

  
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	 	3.	STOCK SUBJECT TO THIS PLAN. 

 Subject to the provisions of Section 6.1.1 of the
Plan, the total number of shares of stock which may be issued under options granted pursuant to this Plan shall not exceed 11,000,000 shares of Common Stock. The shares covered by the portion of any grant under the Plan which expires unexercised
shall become available again for grants under the Plan. 
  

	 	4.	ADMINISTRATION. 

 (a) This Plan shall be administered by the Board of Directors of the
Company (the “Board”) or, either in its entirety or only insofar as required pursuant to Section 4(b) hereof, by a committee (the “Committee”) of at least two Board members to which administration of the Plan, or of part of
the Plan, is delegated (in either case, the “Administrator”); provided, however, that the Board may also designate the Chief Executive Officer of the Company as an Administrator on such terms and conditions as may be established from time
to time by the Board. 
 (b) From and after such time as the Company registers a class of equity securities under Section 12 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), it is intended that this Plan shall be administered in accordance with the disinterested administration requirements of Rule 16b-3 promulgated by the Securities and Exchange
Commission (“Rule 16b-3”), or any successor rule thereto. 
 (c) Subject to the other provisions of this Plan, the Administrator
shall have the authority, in its discretion: (i) to grant Options; (ii) to determine the fair market value of the Common Stock subject to Options; (iii) to determine the exercise price of Options granted; (iv) to determine the
persons to whom, and the time or times at which, Options shall be granted, and the number of shares subject to each Option; (v) to interpret this Plan; (vi) to prescribe, amend, and rescind rules and regulations relating to this Plan;
(vii) to determine the terms and provisions of each Option granted (which need not be identical), including but not limited to, the time or times at which Options shall be exercisable; (viii) with the consent of the optionee, to modify or
amend any Option; (ix) to defer (with the consent of the optionee) or accelerate the exercise date of any Option; (x) to authorize any person to execute on behalf of the Company any instrument evidencing the grant of an Option; and
(xi) to make all other determinations deemed necessary or advisable for the administration of this Plan. The Administrator may delegate nondiscretionary administrative duties to such employees of the Company as it deems proper. 

(d) All questions of interpretation, implementation, and application of this Plan shall be determined by the Administrator. Such
determinations shall be final and binding on all persons. 

  
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 (e) With respect to persons subject to Section 16 of the Exchange Act, if any, transactions
under this Plan are intended to comply with the applicable conditions of Rule 16b-3, or any successor rule thereto. To the extent any provision of this Plan or action by the Administrator fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Administrator. Notwithstanding the above, it shall be the responsibility of such persons, not of the Company or the Administrator, to comply with the requirements of Section 16 of the Exchange
Act; and neither the Company nor the Administrator shall be liable if this Plan or any transaction under this Plan fails to comply with the applicable conditions of Rule 16b-3 or any successor rule thereto, or if any such person incurs any liability
under Section 16 of the Exchange Act. 
  

	 	5.	GRANTING OF OPTIONS; OPTION AGREEMENT. 

 (a) No Options shall be granted under this Plan
after ten years from the date of adoption of this Plan by the Board. 
 (b) Each Option shall be evidenced by a written stock option
agreement, in form satisfactory to the Company, executed by the Company and the person to whom such Option is granted; provided, however, that the failure by the Company, the optionee, or both to execute such an agreement shall not invalidate the
granting of an Option, although the exercise of each option shall be subject to Section 6.1.3. 
 (c) The stock option agreement shall
specify whether each Option it evidences is a NSO or an ISO. 
 (d) Subject to Section 6.3.3 with respect to ISOs, the Administrator
may approve the grant of Options under this Plan to persons who are expected to become employees, directors or consultants of the Company, but are not employees, directors or consultants at the date of approval. 

 

	 	6.	TERMS AND CONDITIONS OF OPTIONS. 

 Each Option granted under this Plan shall be subject
to the terms and conditions set forth in Section 6.1. NSOs shall be also subject to the terms and conditions set forth in Section 6.2, but not those set forth in Section 6.3. ISOs shall also be subject to the terms and conditions set
forth in Section 6.3, but not those set forth in Section 6.2. 
 6.1 Terms and Conditions to Which All Options Are Subject.
All Options granted under this Plan shall be subject to the following terms and conditions: 
 6.1.1 Changes in Capital Structure.
Subject to Section 6.1.2, if the stock of the Company is changed by reason of a stock split, reverse stock split, stock dividend, or 

  
 3 








 
recapitalization, combination or reclassification, appropriate adjustments shall be made by the Board in (a) the number and class of shares of stock subject to this Plan and each Option
outstanding under this Plan, and (b) the exercise price of each outstanding Option; provided, however, that the Company shall not be required to issue fractional shares as a result of any such adjustments. Each such adjustment shall be subject
to approval by the Board in its sole discretion. 
 6.1.2 Corporate Transactions. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each optionee at least 30 days prior to such proposed action. To the extent not previously exercised, all Options will terminate immediately prior to the consummation of such proposed
action. In the event of a merger or consolidation of the Company with or into another corporation or entity in which the Company does not survive, or in the event of a sale of all or substantially all of the assets of the Company in which the
shareholders of the Company receive securities of the acquiring entity or an affiliate thereof, all Options shall be assumed or equivalent options shall be substituted by the successor corporation (or other entity) or a parent or subsidiary of such
successor corporation (or other entity). If such successor does not agree to assume the Options or to substitute equivalent options therefor, unless the Administrator shall determine otherwise, the Options will expire upon such event. 

6.1.3 Time of Option Exercise. Subject to Section 5 and Section 6.3.4, Options granted under this Plan shall be exercisable
(a) immediately as of the effective date of the stock option agreement granting the Option, or (b) in accordance with a schedule related to the date of the grant of the Option, the date of first employment, or such other date as may be set
by the Administrator (in any case, the “Vesting Base Date”) and specified in the written stock option agreement relating to such Option; provided, however, that with respect to time vesting options, the right to exercise an Option must
vest at the rate of at least 20% per year over five years from the date the option was granted. In any case, no Option shall be exercisable until a written stock option agreement in form satisfactory to the Company is executed by the Company
and the optionee. 
 6.1.4 Option Grant Date. Except in the case of advance approvals described in Section 5(d), the date of
grant of an Option under this Plan shall be the date as of which the Administrator approves the grant. 
 6.1.5 Nonassignability of
Option Rights. No Option granted under this Plan shall be assignable or otherwise transferable by the optionee except by will or by the laws of descent and distribution. During the life of the optionee, an Option shall be exercisable only by the
optionee. 

  
 4 








 6.1.6 Payment. Except as provided below, payment in full, in cash, shall be made for all
stock purchased at the time written notice of exercise of an Option is given to the Company, and proceeds of any payment shall constitute general funds of the Company. At the time an Option is granted or exercised, the Administrator, in the exercise
of its absolute discretion after considering any tax or accounting consequences, may authorize any one or more of the following additional methods of payment: 

(a) Acceptance of the optionee’s full recourse promissory note for all or part of the Option price, payable on such terms and bearing
such interest rate as determined by the Administrator (but in no event less than the minimum interest rate specified under the Code at which no additional interest would be imputed), which promissory note may be either secured or unsecured in such
manner as the Administrator shall approve (including, without limitation, by a security interest in the shares of the Company); 
 (b)
Delivery by the optionee of Common Stock already owned by the optionee for all or part of the Option price, provided the value (determined as set forth in Section 6.1.11) of such Common Stock is equal on the date of exercise to the Option
price, or such portion thereof as the optionee is authorized to pay by delivery of such stock; provided, however, that if an optionee has exercised any portion of any Option granted by the Company by delivery of Common Stock, the optionee may not,
within six months following such exercise, exercise any Option granted under this Plan by delivery of Common Stock without the consent of the Administrator; and 

(c) Any other consideration and method of payment to the extent permitted under Sections 408 and 409 of the Delaware General Corporation Law.

 6.1.7 Termination of Employment. If for any reason other than death or permanent and total disability, an optionee ceases to be
employed by the Company or any of its Affiliates (such event being called a “Termination”), Options held at the date of Termination (to the extent then exercisable) may be exercised in whole or in part at any time within three months of
the date of such Termination, or such other period of not less than thirty days after the date of such Termination as is specified in the Option Agreement (but in no event after the Expiration Date); provided, that if such exercise of the
Option would result in liability for the optionee under Section 16(b) of the Exchange Act, then such three-month period automatically shall be extended until the tenth day following the last date upon which optionee has any liability under
Section 16(b) (but in no event after the Expiration Date). If an optionee dies or becomes permanently and totally disabled (within the meaning of Section 22(e)(3) of the Code) while employed by the Company or an Affiliate or within the
period that the Option remains exercisable after Termination, Options then held (to the extent 

  
 5 








 
then exercisable) may be exercised, in whole or in part, by the optionee, by the optionee’s personal representative or by the person to whom the Option is transferred by devise or the laws
of descent and distribution, at any time one year after the death or the permanent and total disability of the optionee or any other period of more than six months from the date of Termination as is specified in the Option Agreement (but in no event
after the Expiration Date). For purposes of this Section 6.1.7, “employment” includes service as a director or as a consultant. For purposes of this Section 6.1.7, an optionee’s employment shall not be deemed to terminate by
reason of sick leave, military leave or other leave of absence approved by the Administrator, if the period of any such leave does not exceed 90 days or, if longer, if the optionee’s right to reemployment by the Company or any Affiliate is
guaranteed either contractually or by statute. 
 6.1.8 Repurchase of Stock. At the option of the Administrator, the stock to be
delivered pursuant to the exercise of any Option granted to an employee, director or consultant under this Plan may be subject to a right of repurchase in favor of the Company with respect to any employee, or director or consultant whose employment,
or director or consulting relationship with the Company is terminated. Such right of repurchase either: 
 (a) shall be at the Option
exercise price and (i) shall lapse at the rate of at least 20% per year over five years from the date the Option is granted (without regard to the date it becomes exercisable), and must be exercised for cash or cancellation of purchase
money indebtedness within 90 days of such termination and (ii) if the right is assignable by the Company, the assignee must pay the Company upon assignment of the right (unless the assignee is a 100% owned subsidiary of the Company or is an
Affiliate) cash equal to the difference between the Option exercise price and the value (determined as set forth in Section 6.1.11) of the stock to be purchased if the Option exercise price is less than such value; or 

(b) shall be at the higher of the Option exercise price or the value (determined as set forth in Section 6.1.11) of the stock being
purchased on the date of termination, and must be exercised for cash or cancellation of purchase money indebtedness within 90 days of termination of employment, and such right shall terminate when the Company’s securities become publicly
traded. 
 Determination of the number of shares subject to any such right of repurchase shall be made as of the date the employee’s
employment by, director’s director relationship with, or consultant’s consulting relationship with, the Company terminates, not as of the date that any Option granted to such employee, director or consultant is thereafter exercised. 

  
 6 








 6.1.9 Withholding and Employment Taxes. At the time of exercise of an Option or at such
other time as the amount of such obligations becomes determinable (the “Tax Date”), the optionee shall remit to the Company in cash all applicable federal and state withholding and employment taxes. If authorized by the Administrator in
its sole discretion after considering any tax or accounting consequences, an optionee may elect to (i) deliver a promissory note on such terms as the Administrator deems appropriate, (ii) tender to the Company previously owned shares of
Stock or other securities of the Company, or (iii) have shares of Common Stock which are acquired upon exercise of the Option withheld by the Company to pay some or all of the amount of tax that is required by law to be withheld by the Company
as a result of the exercise of such Option, subject to the following limitations: 
 (a) Any election pursuant to clause (iii) above
by an optionee subject to Section 16 of the Exchange Act shall either (x) be made at least six months before the Tax Date and shall be irrevocable; or (y) shall be made in (or made earlier to take effect in) any ten-day period
beginning on the third business day following the date of release for publication of the Company’s quarterly or annual summary statements of earnings and shall be subject to approval by the Administrator, which approval may be given at any time
after such election has been made. In addition, in the case of (y), the Option shall be held at least six months prior to the Tax Date. 

(b) Any election pursuant to clause (ii) above, where the optionee is tendering Common Stock issued pursuant to the exercise of an
Option, shall require that such shares be held at least six months prior to the Tax Date. 
 Any of the foregoing limitations may be waived
(or additional limitations may be imposed) by the Administrator, in its sole discretion, if the Administrator determines that such foregoing limitations are not required (or that such additional limitations are required) in order that the
transaction shall be exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3, or any successor rule thereto. In addition, any of the foregoing limitations may be waived by the Administrator, in its sole discretion, if the
Administrator determines that Rule 16b-3, or any successor rule thereto, is not applicable to the exercise of the Option by the optionee or for any other reason. 

Any securities tendered or withheld in accordance with this Section 6.1.9 shall be valued by the Company as of the Tax Date. 

6.1.10 Other Provisions. Each Option granted under this Plan may contain such other terms, provisions, and conditions not inconsistent
with this Plan as may be determined by the Administrator, and each ISO granted under this Plan shall include such provisions and conditions as are necessary to qualify the Option as an “incentive stock option” within the


  
 7 








 
meaning of Section 422 of the Code. If Options provide for a right of first refusal in favor of the Company with respect to stock acquired by employees, directors or consultants, such
Options shall provide that the right of first refusal shall terminate upon the earlier of (i) the closing of the Company’s initial registered public offering to the public generally, or (ii) the date ten years after the grant date as
set forth in Section 6.1.4. 
 6.1.11 Determination of Value. For purposes of the Plan, the value of Common Stock or other
securities of the Company shall be determined as follows: 
 (a) If the stock of the Company is listed on any established stock exchange or
a national market system, including without limitation the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation System, its fair market value shall be the closing sales price for such stock or the
closing bid if no sales were reported, as quoted on such system or exchange (or the largest such exchange) for the date the value is to be determined (or if there are no sales for such date, then for the last preceding business day on which there
were sales), as reported in the Wall Street Journal or similar publication. 
 (b) If the stock of the Company is regularly quoted
by a recognized securities dealer but selling prices are not reported, its fair market value shall be the mean between the high bid and low asked prices for the stock on the date the value is to be determined (or if there are no quoted prices for
the date of grant, then for the last preceding business day on which there were quoted prices). 
 (c) In the absence of an established
market for the stock, the fair market value thereof shall be determined in good faith by the Administrator, with reference to the Company’s net worth, prospective earning power, dividend-paying capacity, and other relevant factors, including
the goodwill of the Company, the economic outlook in the Company’s industry, the Company’s position in the industry and its management, and the values of stock of other corporations in the same or a similar line of business. 

6.1.12 Option Term. Subject to Section 6.3.5, no Option shall be exercisable more than ten years after the date of grant, or such
lesser period of time as is set forth in the stock option agreement (the end of the maximum exercise period stated in the stock option agreement is referred to in this Plan as the “Expiration Date”). 

6.1.13 Exercise Price. The exercise price of any Option granted to any person who owns, directly or by attribution under the Code
currently Section 424(d), stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or of any Affiliate 

  
 8 








 
(a “Ten Percent Stockholder”) shall in no event be less than 110% of the fair market value (determined in accordance with Section 6.1.11) of the stock covered by the Option at the
time the Option is granted. 
 6.2 Terms and Conditions to Which Only NSOs Are Subject. Options granted under this Plan which are
designated as NSOs shall be subject to the following terms and conditions: 
 6.2.1 Exercise Price. Except as set forth in
Section 6.1.13, the exercise price of a NSO shall be not less than 85% of the fair market value (determined in accordance with Section 6.1.11) of the stock subject to the Option on the date of grant. 

6.3 Terms and Conditions to Which Only ISOs Are Subject. Options granted under this Plan which are designated as ISOs shall be subject
to the following terms and conditions: 
 6.3.1 Exercise Price. Except as set forth in Section 6.1.13, the exercise price of an
ISO shall be determined in accordance with the applicable provisions of the Code and shall in no event be less than the fair market value (determined in accordance with Section 6.1.11) of the stock covered by the Option at the time the Option
is granted. 
 6.3.2 Disqualifying Dispositions. If stock acquired by exercise of an ISO granted pursuant to this Plan is disposed
of in a “disqualifying disposition” within the meaning of Section 422 of the Code, the holder of the stock immediately before the disposition shall promptly notify the Company in writing of the date and terms of the disposition and
shall provide such other information regarding the Option as the Company may reasonably require. 
 6.3.3 Grant Date. If an ISO is
granted in anticipation of employment as provided in Section 5(d), the Option shall be deemed granted, without further approval, on the date the grantee assumes the employment relationship forming the basis for such grant, and, in addition,
satisfies all requirements of this Plan for Options granted on that date. 
 6.3.4 Vesting. Notwithstanding any other provision of
this Plan, ISOs granted to any optionee under all incentive stock option plans of the Company and its subsidiaries may not “vest” for more than $100,000 in fair market value of stock (measured on the grant dates(s)) in any calendar year.
For purposes of the preceding sentence, an option “vests” when it first becomes exercisable. If, by their terms, such ISOs taken together would vest to a greater extent in a calendar year, and unless otherwise provided by the
Administrator, the vesting limitation described above shall be applied by deferring the exercisability of those ISOs or portions of ISOs which have the highest per share exercise prices; but in no event shall more than $100,000 in fair market value
of stock (measured on the 

  
 9 








 
grant date(s)) vest in any calendar year. The ISOs or portions of ISOs whose exercisability is so deferred shall become exercisable on the first day of the first subsequent calendar year during
which they may be exercised, as determined by applying these same principles and all other provisions of this Plan including those relating to the expiration and termination of ISOs. In no event, however, will the operation of this
Section 6.3.4 cause an ISO to vest before its terms or, having vested, cease to be vested. 
 6.3.5 Term. Notwithstanding
Section 6.1.12, no ISO granted to any Ten Percent Stockholder shall be exercisable more than five years after the date of grant. 
  

	 	7.	MANNER OF EXERCISE. 

 (a) An optionee wishing to exercise an Option shall give written
notice to the Company at its principal executive office, to the attention of the officer of the Company designated by the Administrator, accompanied by payment of the exercise price as provided in Section 6.1.6. The date the Company receives
written notice of an exercise hereunder accompanied by payment of the exercise price will be considered as the date such Option was exercised. 

(b) Promptly after receipt of written notice of exercise of an Option, the Company shall, without stock issue or transfer taxes to the
optionee or other person entitled to exercise the Option, deliver to the optionee or such other person a certificate or certificates for the requisite number of shares of stock. An optionee or permitted transferee of an optionee shall not have any
privileges as a shareholder with respect to any shares of stock covered by the Option until the date of issuance (as evidenced by the appropriate entry on the books of the Company or a duly authorized transfer agent) of such shares. 

 

	 	8.	EMPLOYMENT OR CONSULTING RELATIONSHIP. 

 Nothing in this Plan or any Option granted
thereunder shall interfere with or limit in any way the right of the Company or of any of its Affiliates to terminate any optionee’s employment or consulting at any time, nor confer upon any optionee any right to continue in the employ of, or
consult with, the Company or any of its Affiliates. 

  
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	 	9.	FINANCIAL INFORMATION. 

 The Company shall provide to each optionee during the period
such optionee holds an outstanding Option, and to each holder of Common Stock acquired upon exercise of Options granted under the Plan for so long as such person is a holder of such Common Stock, annual financial statements of the Company as
prepared either by the Company or independent certified public accountants of the Company. Such financial statements shall include, at a minimum, a balance sheet and an income statement, and shall be delivered as soon as practicable following the
end of the Company’s fiscal year. 
  

	 	10.	CONDITIONS UPON ISSUANCE OF SHARES. 

 Shares of Common Stock shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended
(the “Securities Act”). 
  

	 	11.	NONEXCLUSIVITY OF THE PLAN. 

 The adoption of the Plan shall not be construed as creating
any limitations on the power of the Company to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options other than under the Plan. 

 

	 	12.	MARKET STANDOFF. 

 Each Optionee, if so requested by the Company or any representative of
the underwriters in connection with any registration of the offering of any securities of the company under the Securities Act shall not sell or otherwise transfer any shares of Common Stock acquired upon exercise of Options during the 90-day period
following the effective date of a registration statement of the company filed under the Securities Act; provided, however, that such restriction shall apply only to the first two registration statements of the Company to become effective under the
Securities Act which include securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the
foregoing restriction until the end of such 90-day period. 
  

	 	13.	AMENDMENTS TO PLAN. 

 The Board may at any time amend, alter, suspend or discontinue this
Plan. Without the consent of an optionee, no amendment, alteration, suspension or discontinuance may adversely affect outstanding Options except to conform this Plan and ISOs granted under this Plan to the requirements of federal or other tax laws
relating to incentive stock options. No amendment, 

  
 11 








 
alteration, suspension or discontinuance shall require shareholder approval unless (a) shareholder approval is required to preserve incentive stock option treatment for federal income tax
purposes, or (b) the Board otherwise concludes that shareholder approval is advisable. 
  

	 	14.	EFFECTIVE DATE OF PLAN. 

 This Plan shall become effective upon adoption by the Board
provided, however, that no Option shall be exercisable unless and until written consent of the shareholders of the Company, or approval of shareholders of the Company voting at a validly called shareholders’ meeting, is obtained within 12
months after adoption by the Board. If such shareholder approval is not obtained within such time, Options granted hereunder shall terminate and be of no force and effect from and after expiration of such 12-month period. Options may be granted and
exercised under this Plan only after there has been compliance with all applicable federal and state securities laws. 

  
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 1994 COMMON STOCK PLAN

INCENTIVE STOCK OPTION AGREEMENT 
  

	 	(A)	Name of Optionee: 

  

	 	(B)	Grant Date: 

  

	 	(C)	Number of Shares: 

  

	 	(D)	Exercise Price: 

  

	 	(E)	Vesting Base Date: 

  

	 	(F)	Effective Date: 

  

	 	(G)	Option Number: 

 THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”), is made and
entered into as of the date set forth in Item F above (the “Effective Date”) between FibroGen, Inc., a Delaware corporation (the “Company”) and the person named in Item A above (“Optionee”). 

THE PARTIES AGREE AS FOLLOWS: 

1. Grant of Option; Vesting Base Date. 

1.1 Grant. The Company hereby grants to Optionee pursuant to the Company’s 1994 Common Stock Plan (the “Plan”), a copy
of which is attached to this Agreement as Exhibit 1, an incentive stock option (the “ISO”) to purchase all or any part of an aggregate of the number of shares (the “ISO Shares”) of the Company’s Common Stock (as defined in
the Plan) listed in Item C above on the terms and conditions set forth herein and in the Plan, the terms and conditions of the Plan being hereby incorporated into this Agreement by reference. 

1.2 Vesting Base Date. The parties hereby establish the date set forth in Item E above as the Vesting Base Date (as defined in
Section 5.1 below). 
 2. Exercise Price. The exercise price for purchase of each share of Common Stock covered by this ISO
shall be the price set forth in Item D above. 
 3. Term. Unless otherwise specified on Exhibit 3 attached hereto, if any (the
absence of such exhibit indicating that no such exhibit was intended), this ISO shall expire as provided in Section 6.1.12 of the Plan. 

4. Adjustment of ISOs. The Company shall adjust the number and kind of shares and the exercise price thereof in certain circumstances
in accordance with the provisions of Section 6.1.1 of the Plan. 

  
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 5. Exercise of Options. 

5.1 Vesting; Time of Exercise. This ISO shall be exercisable according to the schedule set forth on Exhibit 5.1 attached hereto. Such
schedule shall commence as of the date set forth in Item (E) above (the “Vesting Base Date”). 
 5.2 Exercise After
Termination of Status as an Employee, Director or Consultant. In the event of termination of Optionee’s continuous status as an employee, director or consultant, this ISO may be exercised only in accordance with the provisions of
Section 6.1.7 of the Plan. 
 5.3 Manner of Exercise. Optionee may exercise this ISO, or any portion of this ISO, by giving
written notice to the Company at its principal executive office, to the attention of the officer of the Company designated by the Plan Administrator, accompanied by a copy of a Notice of Exercise in substantially the form attached hereto as Exhibit
5.3 executed by Optionee (or at the option of the Company such other form of stock purchase agreement as shall then be acceptable to the Company), payment of the exercise price and payment of any applicable withholding or employment taxes. The date
the Company receives written notice of an exercise hereunder accompanied by payment will be considered as the date this ISO was exercised. 

5.4 Payment. Payment may be made for ISO Shares purchased at the time written notice of exercise of the ISO is given to the Company, by
delivery of cash, check, or previously owned shares of Common Stock (provided that delivery of previously owned shares may not be made more than once in any six-month period. The proceeds of any payment shall constitute general funds of the Company.

 5.5 Delivery of Certificate. Promptly after receipt of written notice of exercise of the ISO, the Company shall, without stock
issue or transfer taxes to the Optionee or other person entitled to exercise, deliver to the Optionee or other person a certificate or certificates for the requisite number of ISO Shares. An Optionee or transferee of an Optionee shall not have any
privileges as a shareholder with respect to any ISO Shares covered by the option until the date of issuance of a stock certificate. 
 6.
Nonassignability of ISO. This ISO is not assignable or transferable by Optionee except by will or by the laws of descent and distribution. During the life of Optionee, the ISO is exercisable only by the Optionee. Any attempt to assign,
pledge, transfer, hypothecate or otherwise dispose of this ISO in a manner not herein permitted, and any levy of execution, attachment, or similar process on this ISO, shall be null and void. 

  
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 7. Company’s Repurchase Rights. The ISO Shares arising from exercise of this ISO
shall be subject to a right of repurchase in favor of the Company (the “Right of Repurchase”) to the extent set forth on Exhibit 7 attached hereto (the absence of such exhibit indicating that no such exhibit was intended and that the ISO
shall be subject to the limitations set forth on Exhibit 5.1). If the Optionee’s employment with the Company terminates before the Right of Repurchase lapses in accordance with Exhibit 7, the Company may purchase ISO Shares subject to the Right
of Repurchase (either by payment of cash or by cancellation of purchase money indebtedness) for an amount equal to the price the Optionee paid for such ISO Shares (exclusive of any taxes paid upon acquisition of the stock) by giving notice at any
time within the later of (a) 30 days after the acquisition of the ISO Shares upon option exercise, or (b) 90 days after such termination of employment that the Company is exercising its right of repurchase. The Company shall include with
such notice payment in full in cash or by evidence of cancellation of purchase money indebtedness. The Optionee may not dispose of or transfer ISO Shares while such shares are subject to the Right of Repurchase and any such attempted transfer shall
be null and void. 
 8. Company’s Right of First Refusal. 

8.1 Right of First Refusal. In the event that the Optionee proposes to sell, pledge, or otherwise transfer any ISO Shares or
any interest in such shares to any person or entity, the Company shall have a right of first refusal (the “Right of First Refusal”) with respect to such ISO Shares. If Optionee desires to transfer ISO Shares, Optionee shall give a
written notice (the “Transfer Notice”) to the Company describing fully the proposed transfer, including the number of ISO Shares proposed to be transferred, the proposed transfer price, and the name and address of the proposed transferee.
The Transfer Notice shall be signed both by Optionee and by the proposed transferee and must constitute a binding commitment of both such parties for the transfer of such ISO Shares. The Company may elect to |purchase all, but not less than all, of
the ISO Shares subject to the Transfer Notice by delivery of a notice of exercise of the Company’s Right of First Refusal within 30 days after the date the Transfer Notice is delivered to the Company. The purchase price paid by the Company
shall be the price per share equal to the proposed per share transfer price, and shall be paid to the Optionee within 60 days after the date the Transfer Notice is received by the Company, unless a longer period for payment was offered by the
proposed transferee, in which case the Company shall pay the purchase price within such longer period. The Company’s rights under this Section 8.1 shall be freely assignable, in whole or in part. Notwithstanding the foregoing, the Right of
First Refusal does not apply to a transfer of shares by gift or devise to the Optionee’s immediate family (i.e., parents, spouse or children or to a trust for the benefit of the 

  
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Optionee or any of the Optionee’s immediate family members), but does apply to any subsequent transfer of such shares by such immediate family members. 

8.2 Transfer of ISO Shares. If the Company fails to exercise the Right of First Refusal within 30 days after the date the Transfer
Notice is delivered to the Company, the Optionee may, not later than 75 days following delivery to the Company of the Transfer Notice, conclude a transfer of the ISO Shares subject to the Transfer Notice on the terms and conditions described in the
Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Optionee, shall again be subject to the Right of First Refusal and shall require
compliance by the Optionee with the procedure described in Section 8.1 of this Agreement. If the Company exercises the Right of First Refusal, the parties shall consummate the sale of ISO Shares on the terms, other than price, as applicable
under Section 8.1, set forth in the Transfer Notice; provided, however, in the event the Transfer Notice provides for payment for the ISO Shares other than in cash, the Company shall have the option of paying for the ISO Shares by paying in
cash the present value of the consideration described in the Transfer Notice; and further provided that if the value of noncash consideration is to be paid, the Optionee disagrees with the value determined by the Company, the Optionee may request an
independent appraisal by an appraiser acceptable to the Optionee and the Company, the costs of such appraisal to be borne equally by the Optionee and the Company. 

8.3 Binding Effect. The Right of First Refusal shall inure to the benefit of the successors and assigns of the Company and shall be
binding upon any transferee of ISO Shares other than a transferee acquiring ISO Shares in a transaction where the Company failed to exercise the Right of First Refusal (a ‘‘Free Transferee”) or a transferee of a Free Transferee. 

8.4 Termination of Company’s Right of First Refusal. Notwithstanding anything in this Section 8, the Company shall have no
Right of First Refusal, and Optionee shall have no obligation to comply with the procedures in Sections 8.1 through 8.3 after the earlier of (i) the closing of the Company’s initial public offering to the public generally, or (ii) the
date ten (10) years after the Effective Date. 
 9. Market Standoff. Optionee hereby agrees that if so requested by the Company
or any representative of the underwriters in connection with any registration of the offering of the securities of the Company under the Securities Act of 1933, as amended (the ‘‘Securities Act”), Optionee shall not sell or otherwise
transfer the ISO Shares for a period of 90 days following the effective date of a Registration Statement filed the Securities Act; provided that such restrictions shall only apply to the first two registration statements of the Company to


  
 -4- 








 
become effective under the Securities Act which include securities to be sold on behalf of the Company in an underwritten public offering under the Securities Act. The Company may impose
stop-transfer instructions with respect to the ISO Shares subject to the foregoing restrictions until the end of each such 90-day period. 

10. Restriction on Issuance of Shares. 

10.1 Legality of Issuance. The Company shall not be obligated to sell or issue any ISO Shares pursuant to this Agreement if such sale
or issuance, in the opinion of the Company and the Company’s counsel, might constitute a violation by the Company of any provision of law, including without limitation the provisions of the Securities Act. 

10.2 Registration or Qualification of Securities. The Company may, but shall not be required to, register or qualify the sale of this
ISO or any ISO Shares under the Securities Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the grant or exercise of this option or the issuance or sale of any ISO Shares pursuant
thereto to comply with any law. 
 11. Restriction on Transfer. Regardless whether the sale of the ISO Shares has been registered
under the Securities Act or has been registered or qualified under the securities laws of any state, the Company may impose restrictions upon the sale, pledge or other transfer of ISO Shares (including the placement of appropriate legends on stock
certificates) if, in the judgment of the Company and the Company’s counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Securities Act, the securities laws of any state, or any other
law, or if the Company does not desire to have a trading market develop for its securities. 
 12. Stock Certificate. Stock
certificates evidencing ISO Shares may bear such restrictive legends as the Company and the Company’s counsel deem necessary or advisable under applicable law or pursuant to this Agreement. 

13. Disqualifying Dispositions. If stock acquired by exercise of this ISO is disposed of within two years after the Effective Date or
within one year after date of such exercise (as determined under Section 5.3 of this Agreement), the Optionee immediately prior to the disposition shall promptly notify the Company in writing of the date and terms of the disposition and shall
provide such other information regarding the disposition as the Company may reasonably require. 
 14. Representations, Warranties,
Covenants, and Acknowledgments of Optionee Upon Exercise of ISO. Optionee hereby agrees that in the event that the Company and the Company’s counsel deem it necessary or advisable in the exercise


  
 -5- 








 
of their discretion, the issuance of ISO Shares may be conditioned upon certain representations, warranties, and acknowledgments by the person exercising the ISO (the “Purchaser”),
including, without limitation, those set forth in Sections 14.1 through 14.8 inclusive: 
 14.1 Investment. Purchaser is acquiring
the ISO Shares for Purchaser’s own account, and not for the account of any other person. Purchaser is acquiring the ISO Shares for investment and not with a view to distribution or resale thereof except in compliance with applicable laws
regulating securities. 
 14.2 Business Experience. Purchaser is capable of evaluating the merits and risks of Purchaser’s
investment in the Company evidenced by purchase of the ISO Shares. 
 14.3 Relation to Company. Purchaser is presently an officer,
director, or other employee of, or consultant to the Company, and in such capacity has become personally familiar with the business, affairs, financial condition, and results of operations of the Company. 

14.4 Access to Information. Purchaser has had the opportunity to ask questions of, and to receive answers from, appropriate executive
officers of the Company with respect to the terms and conditions of the transaction contemplated hereby and with respect to the business, affairs, financial condition, and results of operations of the Company. Purchaser has had access to such
financial and other information as is necessary in order for Purchaser to make a fully-informed decision as to investment in the Company by way of purchase of the ISO Shares, and has had the opportunity to obtain any additional information necessary
to verify any of such information to which Purchaser has had access. 
 14.5 Speculative Investment. Purchaser’s investment in
the Company represented by the ISO Shares is highly speculative in nature and is subject to a high degree of risk of loss in whole or in part. The amount of such investment is within Purchaser’s risk capital means and is not so great in
relation to Purchaser’s total financial resources as would jeopardize the personal financial needs of Purchaser or Purchaser’s family in the event such investment were lost in whole or in part. 

14.6 Registration. Purchaser must bear the economic risk of investment for an indefinite period of time because the sale to Purchaser
of the ISO Shares has not been registered under the Securities Act and the ISO Shares cannot be transferred by Purchaser unless such transfer is registered under the Securities Act or an exemption from such registration is available. The Company has
made no agreements, covenants, or undertakings whatsoever to register the transfer of any of the ISO Shares under the Securities Act. The Company has made no representations, warranties, or covenants whatsoever as to


  
 -6- 








 
whether any exemption from the Securities Act, including without limitation any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144, will be available; if
the exemption under Rule 144 is available at all, it may not be available until at least one year after payment of cash for the ISO Shares and not then unless: (i) a public trading market then exists in the Company’s common stock;
(ii) adequate information as to the Company’s financial and other affairs and operations is then available to the public; and (iii) all other terms and conditions of Rule 144 have been satisfied. Purchaser understands that the
resale provisions of Rule 701 will not apply until 90 days after the Company becomes subject to the reporting obligations of the Securities Exchange Act of 1934 (typically 90 days after the effective date of an initial public
offering). 
 14.7 Public Trading. None of the Company’s securities is presently publicly traded, and the Company has made no
representation, covenant, or agreement as to whether there will be a public market for any of its securities. 
 14.8 Tax Advice. The
Company has made no warranties or representations to Purchaser with respect to the income tax consequences of the transactions contemplated by the agreement pursuant to which the ISO Shares will be purchased and Purchaser is in no manner relying on
the Company or its representatives for an assessment of such tax consequences. 
 15. Assignment; Binding Effect. Subject to the
limitations set forth in this Agreement, this Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs, legal representatives, and successors of the parties hereto; provided, however, that Optionee may not
assign any of Optionee’s rights under this Agreement. 
 16. Damages. Optionee shall be liable to the Company for all costs and
damages, including incidental and consequential damages, resulting from a disposition of ISO Shares which is not in conformity with the provisions of this Agreement. 

17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware excluding
those laws that direct the application of the laws of another jurisdiction. 
 18. Notices. All notices and other communications
under this Agreement shall be in writing. Unless and until the Optionee is notified in writing to the contrary, all notices, communications, and documents directed to the Company and related to the Agreement, if not delivered by hand, shall be
mailed, addressed as follows: 

  
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 FibroGen, Inc. 

225 Gateway Boulevard 
 South
San Francisco, California 94080 
 Attention:        Laurene Garchow 

Unless and until the Company is notified in writing to the contrary, all notices, communications, and documents intended for the Optionee and related to this
Agreement, if not delivered by hand, shall be mailed to Optionee’s last known address as shown on the Company’s books. Notices and communications shall be mailed by first class mail, postage prepaid; documents shall be mailed by registered
mail, return receipt requested, postage prepaid. All mailings and deliveries related to this Agreement shall be deemed received when actually received, if by hand delivery, and two business days after mailing, if by mail. 

(rest of page is left blank intentionally) 

  
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 IN WITNESS WHEREOF, the parties have executed this Incentive Stock Option Agreement as of the
Effective Date. 
  

			
		 	FibroGen, Inc.
		
	By:	 	  

		 	Tom Neff, CEO


 The Optionee hereby accepts and agrees to be bound by all of the terms and conditions of this Agreement and the Plan.

  

			
	  

		
	Dated:	 	  



 Optionee’s spouse indicates by the execution of this Incentive Stock Option Agreement his or her consent to be
bound by the terms thereof as to his or her interests, whether as community property or otherwise, if any, in the option granted hereunder, and in any ISO Shares purchased pursuant to this Agreement. 

 

			
	  

	(Optionee’s Spouse)
		
	Dated:	 	  




  
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 EXHIBITS 
  

			
		
	Exhibit 1	 	1994 Common Stock Plan
		
	Exhibit 3	 	
	      (if applicable)	 	Expiration of Incentive Stock Options
		
	Exhibit 5.1	 	Time of Exercise
		
	Exhibit 5.3	 	Notice of Exercise
		
	Exhibit 7	 	Right of Repurchase
	      (if applicable)	 	








 Exhibit 5.3 

NOTICE OF EXERCISE 
 Date of
Exercise:                      
 Ladies and
Gentlemen 
 FibroGen, Inc. (the “Company”): 

This constitutes notice under my stock option agreement, a copy of which is attached hereto (the “Stock Option”) that I elect to
purchase the number of shares for the price set forth below. 
  

							
	Type of option (check one)	 	Incentive  ̈	  	Nonstatutory  ̈
			
	Grant date:	 	              	  	
			
	Number of shares as to which option is exercised:	 	              	  	
		
	Certificates to be issued in name of:	 	  

			
	Total exercise price:	 	$             	  	
			
	Cash payment delivered herewith:	 	$             	  	
			
	Promissory note delivered herewith (if permitted by Stock Option):	 	$             	  	
			
	Value of                  shares of Common Stock delivered Herewith (if permitted by Stock Option):	 	$             	  	

 By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the
terms of the 1994 Stock Plan and the Stock Option, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this Stock Option, and (iii) if this
exercise relates to an incentive stock option, to notify you in writing promptly after the date of any 







 
disposition of any of the shares of Common Stock issued upon exercise of this option that occurs within two (2) years after the date of grant of this option or within one (1) year after
such shares of Common Stock are issued upon exercise of this option. 
 I hereby make the following certifications and representations with
respect to the number of shares of Common Stock of the Company listed above (the “Shares”), which are being acquired by me for my own account upon exercise of the Stock Option as set forth above: 

I acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), and are deemed to
constitute “restricted securities” under Rule 701 and “control securities” under Rule 144 promulgated under the Act. I warrant and represent to the Company that I have no present intention of distributing or selling said Shares,
except as permitted under the Act and any applicable state securities laws. I further confirm the accuracy of the representations and warranties set forth in Section 14 of the Stock Option. 

I acknowledge the continuing obligations and covenants imposed by the Stock Option, including, but not limited to the Company’s
Repurchase Rights set forth in Section 7 (if applicable), the Company’s Right of First Refusal set forth in Section 8, and market standoff for a period of 90 days set forth in Section 9. I further acknowledge that I will not be
able to resell the Shares for at least ninety (90) days after the stock of the Company becomes publicly traded (i.e., subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934) under Rule 701 and
that more restrictive conditions apply to affiliates of the Company under Rule 144. 
  

			
	Very truly yours,
	
	Purchaser
	
	  

	(print name)	 	  



 Purchaser’s spouse indicates by the execution of this Notice of Exercise his or her consent to be
bound by the terms herein as to his or her interests, whether as community property or otherwise, if any in the Shares hereby purchased 
  

			
	Purchaser’s Spouse
	
	  

	(print name)