Amendment of Grants. The Committee may amend, prospectively or retroactively, the terms of any outstanding Award, provided that no such amendment may be inconsistent with the terms of this Plan (specifically including the prohibition on granting Stock Options or SARs with an Exercise Price less than 100% of the Fair Market Value of the Common Shares on the Date of Grant) or would materially and adversely affect the rights of any holder without his or her written consent.

Recipients of Grants. Nonstatutory Stock Options, Stock Purchase Rights, and Restricted Stock Units may be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees, provided that Employees of Affiliates that are not also Subsidiaries shall not be eligible to receive Incentive Stock Options.

Grants of Options. Subject to the terms and provisions of the Plan, Options may be granted to Key Employees and Non-Employee Directors at any time and from time to time as shall be determined by the Committee. The Committee shall have complete discretion in determining the number of Shares subject to Options granted to each Participant, provided, however, that only Nonqualified Stock Options may be granted to Non-Employee Directors.

Grants to Allergan. Subject to Section 2.2 and Section 2.4, UroGen (on behalf of itself and its Affiliates) hereby grants to Allergan:

any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options, equity ownership plans, including restricted equity plans, equity-based grants, directed share programs and other equity based plans customarily maintained by similar companies and the granting and performance of registration rights approved by the Board of Directors of the Borrower,

Equity Awards. During Executive's employment hereunder, Executive may, as determined by the Board (or a committee thereof), in its sole discretion, periodically receive grants of restricted stock units, stock options, or other equity or non-equity related awards ("Equity Awards"). Within 30 days following the Effective Date, the Company will provide Executive with grants of the following Equity Awards, each on the terms and conditions agreed to by Executive and the Company concurrently with the execution of this Agreement:

Equity Compensation. [Section 2] of the Employment Agreement is amended by adding the following new [Section 2(f)]:

Equity Compensation. The Board or a committee of the Board (each in its discretion) may, but is not obligated to, grant equity awards to the Executive from time to time. The Board or a committee of the Board periodically (in good faith and generally annually) shall consider granting such awards (which may be performance-based awards, as determined by the Board or a committee thereof) in light of the Executive’s continuing contributions to the Company’s operational and strategic performance.

“Common Stock” means # the Company’s shares of common stock, $0.001 par value per share, and # any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

Equity Awards. The Market Capital Milestones set forth in [Exhibit A] to the Agreement, and the Stock Compensation set forth in [Exhibit B] to the Agreement as the same relate to annual awards based on 50% of the Executive’s base salary, are deleted in their entirety. The Financial Milestones set forth in [Exhibit A] shall remain in full force and effect. The parties agree and acknowledge that, as a result of the foregoing, the equity compensation owed, owing or to be issued to the Executive as a result of the achievement of the Market Capitalization Milestones, or annual awards based on 50% of the Executive’s base salary, are void, and shall terminate and be of no force and effect.