Amendment to Prior Agreement. The Company and the Participant acknowledge and agree that the Restricted Stock Unit Agreement dated as of ​ by and between them (the “2014 Agreement”) shall be deemed to be amended as of such date to provide for, notwithstanding any contrary provision therein, dividend equivalent rights with respect to the restricted stock units awarded pursuant to the 2014 Agreement, in a manner consistent with the Plan and with [Sections 3.1 and 3.2]2] of this Agreement. Such dividend equivalent rights shall only be credited to Participant in the event the performance goals as set forth on [Exhibit 2] to the 2014 Agreement are met. Such dividend equivalent rights shall be subject to forfeiture consistent with [Section 4] of this Agreement and shall be paid upon vesting of the restricted stock units awarded pursuant to the 2014 Agreement in a form and at a time consistent with [Section 5] of this Agreement. Except as expressly amended hereby, the terms of the 2014 Agreement shall remain in full force and effect.

Prior Agreement. This Agreement amends and restates the Prior Agreement in its entirety. Notwithstanding the foregoing, [Section 4] of that certain amendment to Employment and Option Agreement dated as of ​, which amended Employee’s Incentive Stock Option Agreement dated as of ​, shall remain in full force and effect.

[Prior Agreement. This Agreement supersedes and replaces in its entirety the Indemnification Agreement between the Indemnitee and the Company dated as of , .]

As of the Effective Date, the terms of this clause 15 shall supersede any prior non-disclosure, secrecy or confidentiality agreement between the parties (or their Affiliates) dealing with the subject of this Agreement, including the Prior Confidentiality Agreement. Any information disclosed pursuant to any such prior agreement shall be deemed Confidential Information for purposes of this Agreement.

Entire Agreement; Amendment. This Agreement constitutes the entire agreement between you and the Company with respect to the Incentive Bonus and supersedes any and all prior agreements or understandings between you and the Company with respect to the Incentive Bonus, whether written or oral. This Agreement may be amended or modified only by a written instrument executed by you and the Company.

[Exhibit A] of the Agreement is amended by amending and restating the definition of “Revolving Maturity Date” to read in its entirety as follows:

Entire Agreement; Amendment. This Agreement, including the Exhibits hereto, and the Ancillary Agreements set forth the complete, final and exclusive agreement and all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements (including the Existing Confidentiality Agreement) and understandings between the Parties existing as of the Effective Date with respect to the subject matter hereof. In the event of any inconsistency between any plan hereunder (including the Early Clinical Development Plan, Late Clinical Development Plan or Joint Commercialization Plan) and this Agreement, the terms of this Agreement will prevail. There are no covenants, promises, agreements, warranties, representations, conditions or understandings, either oral or written, between the Parties other than as are set forth herein and therein. No subsequent alteration, amendment, change or addition to this Agreement will be binding upon the Parties unless reduced to writing and signed by an authorized officer of each Party.

Entire Agreement; Amendment. This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

Except as otherwise set forth in this Agreement, this Agreement contains the entire agreement between the Company and the Employee with respect to the subject matter hereof and thereof. This Agreement may not be amended, waived, changed, modified or discharged except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification or discharge is sought. No course of conduct or dealing shall be construed to modify, amend or otherwise affect any of the provisions hereof.

ENTIRE AGREEMENT/AMENDMENT. This Agreement and the Registered Offering Transaction Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement and the Registered Offering Transaction Documents supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof. The provisions of this Agreement may be amended only with the written consent of the Company and Investor.