EX-4.2



 Exhibit 4.2 
 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 

Five Prime Therapeutics, Inc. 
 WARRANT TO PURCHASE SERIES A PREFERRED STOCK 
  

			
	 No. PAW-[    ]
	 	[DATE]

 Void After May 15, 2015 

This certifies that, for value received,
                                         
                           , with an office at
                                         
       , or assigns (“Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Five Prime Therapeutics, Inc., a Delaware corporation, with its principal
office at Two Corporate Drive, South San Francisco, California 94080 (the “Company”) up to
                                         
        (                    ) shares of Series A Preferred Stock of the Company (the “Series A
Stock”), as provided herein. 
 This Warrant is being issued pursuant to
                                         
                               . 

1. DEFINITIONS. As used herein, the following terms shall have the following respective meanings: 

“Exercise Period” shall mean the time period commencing with the date hereof and ending ten (10) years later or such
earlier time as this Warrant is terminated in accordance with the terms herein. 
 “Exercise Price” shall mean $1.00
per share, subject to adjustment pursuant to Section 5.1 below. 
 “Exercise Shares” shall mean the shares of
Series A Stock issuable upon exercise of this Warrant, subject to adjustment pursuant to the terms herein, including but not limited to adjustment pursuant to Section 5.1 below. 

2. EXERCISE OF WARRANT . The rights represented by this Warrant may be exercised in whole or in part at any time during the
Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): 
 (a) An executed Notice of Exercise in the form attached hereto; 

  
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 (b) Payment of the Exercise Price either (i) in cash or by check, or
(ii) by cancellation of indebtedness; and 
 (c) This Warrant. 

Upon the exercise of the rights represented by this Warrant, a certificate or certificates for the Exercise Shares so purchased,
registered in the name of the Holder or persons affiliated with the Holder, if the Holder so designates, shall be issued and delivered to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised.

 The person in whose name any certificate or certificates for the Exercise Shares are to be issued upon exercise of this
Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of delivery of such certificate or certificates, except
that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the
stock transfer books are open. 
 2.1 Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair
market value of one share of the Company’s Series A Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to
the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, in which event the Company shall
issue to the Holder a number of shares of Series A Stock (or, if exercised pursuant to Section 5.3 hereof in connection with the Company’s initial public offering, the number of shares of Common Stock of the Company that would be issuable
upon the conversion of a number of shares of Series A Stock) computed using the following formula: 
 X = Y (A-B)

         A 
 Where X = the number of shares of Series A Stock to be issued to the Holder 
  

	 	Y =	the number of shares of Series A Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled
(at the date of such calculation) 

  

	 	A =	the fair market value of one share of the Company’s Series A Stock (at the date of such calculation) 


 

	 	B =	Exercise Price (as adjusted to the date of such calculation) 

 For purposes of the above calculation, the fair market value of one share of Series A Stock shall be determined by the Company’s Board of Directors in good faith; provided, however, that in
the event that this Warrant is exercised pursuant to this Section 2.1 in connection with the Company’s initial public offering of its Common Stock, the fair market 

  
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value of one share of Series A Stock shall equal (x) the number of shares of Common Stock that then would be issuable upon conversion of one share of Series A Stock (including partial shares
that would be issuable upon such conversion, assuming no limitation upon the issuance of fractional shares existed), multiplied by (x) the per share offering price to the public of the Company’s initial public offering. 

3. COVENANTS OF THE COMPANY. 
 3.1 Covenants as to Exercise Shares. The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be
validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that the Company will, at all times during the Exercise Period,
have authorized and reserved, free from preemptive rights, a sufficient number of shares of its Series A Stock to provide for the exercise of the rights represented by this Warrant. If at any time during the Exercise Period the number of authorized
but unissued shares of Series A Stock shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of
Series A Stock to such number of shares as shall be sufficient for such purposes. 
 3.2 Notices of Record Date. In the
event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is the same as cash dividends paid
in previous quarters) or other distribution, the Company shall mail to the Holder, at least ten (10) days prior to the date specified herein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend
or distribution. 
 4. REPRESENTATIONS OF HOLDER. 

4.1 Investment Representations. Holder understands that neither the Warrant nor the Exercise Shares have been registered under the
Securities Act. Holder also understands that the Warrant and the Exercise Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Holder’s representations contained herein.
Holder hereby represents and warrants as follows: 
 (a) Holder Bears Economic Risk. Holder has substantial experience in
evaluating and investing in transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. Holder must bear
the economic risk of this investment indefinitely unless the Warrant or the Exercise Shares are registered pursuant to the Securities Act, or an exemption from registration is available. Holder understands that the Company has no present intention
of registering the Warrant, the Exercise Shares or any shares of its Common Stock. Holder also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such
exemption may not allow Holder to transfer all or any portion of the Warrant or the Exercise Shares under the circumstances, in the amounts or at the times Holder might propose. 

  
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 (b) Acquisition for Own Account. Holder is acquiring the Warrant and the Exercise
Shares for Holder’s own account for investment only, and not with a view towards their distribution. 
 (c) Holder Can
Protect Its Interest. Holder represents that by reason of its, or of its management’s, business or financial experience, Holder has the capacity to protect its own interests in connection with the purchase of the Warrant or the Exercise
Shares. Holder is aware of no publication of any advertisement in connection with the transactions contemplated in the Warrant. 

(d) Accredited Investor. Holder represents that it is an accredited investor within the meaning of Regulation D under the
Securities Act. 
 (e) Company Information. Holder has had an opportunity to discuss the Company’s business,
management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Holder has also had the opportunity to ask questions of and receive answers
from, the Company and its management regarding the terms and conditions of this investment. 
 (f) Foreign Investor. As
Holder is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Holder hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in
connection with any invitation to purchase the Warrant or the Exercise Shares or any use of this Warrant or the Exercise Shares, including (i) the legal requirements within its jurisdiction for the purchase of the Warrant or the Exercise
Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any government or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the
purchase, holding, redemption, sale or transfer of the Warrant or the Exercise Shares. Holder’s subscription and payment for and continued beneficial ownership of the Warrant or the Exercise Shares will not violate any applicable securities or
other laws of Holder’s jurisdiction. 
 4.2 Securities Are Not Registered. 

(a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as
amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the
Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The
Holder has no such present intention. 
 (b) The Holder recognizes that the Warrant and the Exercise Shares must be held
indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. The Holder recognizes that the Company has no obligation to register the Warrant or the Exercise Shares of the Company or to
comply with any exemption from such registration. 

  
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 (c) The Holder is aware that neither the Warrant nor the Exercise Shares may be sold
pursuant to Rule 144 adopted under the Act unless certain conditions are met, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale
following the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitations. Holder is aware that the conditions for resale set forth in Rule 144 have not been satisfied
and that the Company presently has no plans to satisfy these conditions in the foreseeable future. 
 4.3 Disposition of
Warrant and Exercise Shares. 
 (a) The Holder further agrees not to make any disposition of all or any part of the
Warrant or the Exercise Shares in any event unless and until: 
 (i) The Company shall have received a letter secured by
the Holder from the Securities and Exchange Commission stating that no action will be recommended to the Commission with respect to the proposed disposition; or 
 (ii) There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or 

(iii) The Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel, satisfactory to the Company, for the Holder to the effect that
such disposition will not require registration of such Warrant or Exercise Shares under the Act or any applicable state securities laws. 
 (b) Notwithstanding the provisions of paragraph (a) above, the Holder may assign this Warrant and the Exercise Shares to (i) any partner or retired partner of the Holder if Holder is a
partnership, (ii) any member or former member of the Holder if Holder is a limited liability company, (iii) any affiliate, including affiliated funds or (iv) any family member or trust for the benefit of the Holder if the Holder is an
individual; provided that the Company is given written notice thereof. 
 (c) The Holder understands and agrees that all
certificates evidencing the shares to be issued to the Holder may bear the following legend: 
 THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 

  
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 5. ADJUSTMENT OF EXERCISE PRICE AND EFFECT OF ORGANIC CHANGES. 

5.1 Adjustment of Exercise Price. 
 In the event of changes in the outstanding Series A Stock of the Company by reason of stock dividends, splits, recapitalizations, reclassifications, combinations or exchanges of shares, separations,
reorganizations, liquidations, or the like, the number and class of shares available under the Warrant in the aggregate and the Exercise Price shall be correspondingly adjusted to give the Holder of the Warrant, on exercise for the same aggregate
Exercise Price, the total number, class, and kind of shares as the Holder would have owned had the Warrant been exercised prior to the event and had the Holder continued to hold such shares until after the event requiring adjustment. The form of
this Warrant need not be changed because of any adjustment in the number of Exercise Shares subject to this Warrant. 
 5.2
Reorganization, Reclassification, Consolidation, Merger or Sale. If any recapitalization, reclassification or reorganization of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale
of all or substantially all of its assets or other transaction other than a Liquidity Event (as defined below) shall be effected in such a way that holders of the Company’s Series A Stock shall be entitled to receive stock, securities, or other
assets or property (an “Organic Change”), then, as a condition of such Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu
of the shares of the Series A Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares of stock, securities or other assets or property as may be issued or payable with
respect to or in exchange for a number of outstanding shares of such Series A Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In the event of
any Organic Change, appropriate provision shall be made by the Company with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the
Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The
Company will not effect any such consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or the corporation purchasing such assets shall assume
by written instrument reasonably satisfactory in form and substance to the Holders of a majority of the warrants to purchase Series A Stock then outstanding, executed and mailed or delivered to the registered Holder hereof at the last address of
such Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. 

5.3 Early Termination. In the event of, at any time during the Exercise Period, an initial public offering of securities of the
Company registered under the Act, or any Acquisition or Asset Transfer (as defined in the Company’s Amended and Restated Articles of Incorporation) in which the Exercise Shares are exchanged for cash, securities of a class which is traded on a
national securities exchange or listed on the Nasdaq National Market System, or a 

  
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combination of both (each, a “Liquidity Event”), the Company shall provide to the Holder twenty (20) days advance written notice of such Liquidity Event, and this Warrant shall
terminate unless exercised prior to the date such Liquidity Event is consummated. Notwithstanding the foregoing, if the fair market value of one share of the Company’s Common Stock is greater than the Exercise Price immediately prior to the
date such Liquidity Event is consummated and the Holder has not provided the Company with written notice of such Holder’s intent not to exercise this Warrant, the Company shall issue to the Holder a number of shares of Common Stock computed
pursuant to Section 2.1 herein; provided, however, that the Holder shall remain obligated to deliver this Warrant and Notice of Exercise upon request from the Company. 

5.4 Certain Events. If any change in the outstanding Series A Stock of the Company or any other event occurs as to which the other
provisions of this Section 5 are not strictly applicable or if strictly applicable would not fairly protect the purchase rights of the Holder of the Warrant in accordance with such provisions, then the Board of Directors of the Company shall
make an adjustment in the number and class of shares available under the Warrant, the Exercise Price or the application of such provisions, so as to protect such purchase rights as aforesaid. The adjustment shall be such as to give the Holder of the
Warrant upon exercise for the same aggregate Exercise Price the total number, class and kind of shares as he would have owned had the Warrant been exercised prior to the event and had he continued to hold such shares until after the event requiring
adjustment. 
 6. FRACTIONAL SHARES. No fractional shares shall be issued upon the exercise of this Warrant as a
consequence of any adjustment pursuant hereto. All Exercise Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share.
If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting
from multiplying the then current fair market value of an Exercise Share by such fraction. 
 7. MARKET STAND-OFF
AGREEMENT. Holder 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, this Warrant, the Exercise Shares,
any Common Stock (or any other securities) of the Company held by Holder, for a period of time specified by the managing underwriter(s) (not to exceed one hundred eighty (180) days) following the effective date of a registration statement of
the Company filed under the Act. Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the managing underwriter(s) which are consistent with the foregoing or which are necessary to give
further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to such Series A Stock (or other securities) until the end of such period. The underwriters of the Company’s
stock are intended third party beneficiaries of this Section 7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 

8. NO STOCKHOLDER RIGHTS. This Warrant in and of itself shall not entitle the Holder to any voting rights or other rights as a
stockholder of the Company. 

	


  
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 9. TRANSFER OF WARRANT. Subject to applicable laws and Section 4 above, this
Warrant and all rights hereunder are transferable, by the Holder in person or by duly authorized attorney, upon delivery of this Warrant and the form of assignment attached hereto to any transferee designated by Holder. The transferee shall sign an
investment representation letter in form and substance satisfactory to the Company. 
 10. LOST, STOLEN, MUTILATED OR
DESTROYED WARRANT. If this Warrant is lost, stolen, mutilated or destroyed, the Company may, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen,
mutilated or destroyed Warrant shall be at any time enforceable by anyone. 
 11. NOTICES, ETC. All notices required or
permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex or facsimile if sent during normal business hours of the recipient, if
not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company at the address listed on the signature page and to Holder at
                                         
               , or at such other address as the Company or Holder may designate by ten (10) days advance written notice to the other parties hereto. 

12. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and
conditions contained herein. 
 13. GOVERNING LAW. This Warrant and all rights, obligations and liabilities hereunder
shall be governed by the laws of the State of California. 
 [Remainder of page intentionally blank; signature page follows.]


  
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 IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly
authorized officer as of                                     .

  

			
	Five Prime Therapeutics, Inc.
		
	By:	 	 
		 	Name:
		 	Title:


 Agreed and Accepted: 
  

			
		
	By:	 	 


			
		
	Print Name:	 	 


			
		
	Title:	 	 








 NOTICE OF EXERCISE 
 TO: FIVE PRIME THERAPEUTICS, INC. 
 (1)
q The undersigned hereby elects to purchase              shares of Series A Preferred Stock of FIVE PRIME THERAPEUTICS, INC.
(the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. 

(2) Please issue a certificate or certificates representing said shares of Series A Preferred Stock in the name of the undersigned or in
such other name as is specified below: 
  

	
	
	  

	 (Name)

	
	  

	
	  

	 (Address)


 (3) The undersigned represents that (i) the aforesaid shares of Series A Preferred Stock are being
acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the
undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the
undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the
undersigned’s own interests; (iv) the undersigned understands that the shares of Series A Preferred Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities
have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid
shares of Series A Preferred Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the
conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any
disposition of all or any part of the aforesaid shares of Series A Preferred Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in
accordance 







 
with said registration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required. 

 

							
	 	 		 		 	 
	(Date)	 		 		 	(Signature)
				
		 		 		 	 
		 		 		 	(Print Name)








 ASSIGNMENT FORM 

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

 FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to 

 

			
	 Name:
	 	 
	 (Please Print)



 

			
	 Address:
	 	 
	 (Please Print)



 

			
	 Dated:
	 	 

  

					
	 Holder’s Signature:
	 	 	 	

  

					
	 Holder’s Address:
	 	 	 	

 NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the
Warrant, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.