Grant of Rights. Subject to the paramount title of the State and the Contingent Right as Reverter as provided for in [[Section 3, IIM]M]] and ​ Inc. hereby assign to ALY one Hundred Percent (100%) of its undivided interest in the Lease Applications described in Parts 1 and 2 of [Exhibit A] and grants to ALY, without limitation, the following rights:

The Administrator is authorized to grant Stock Appreciation Rights to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine consistent with the Plan.

Grant of Stock Appreciation Rights. The Committee may grant to any Participant either Non-Tandem Stock Appreciation Rights or Tandem Stock Appreciation Rights subject to such terms and conditions as the Committee shall impose. A Stock Appreciation Right shall entitle the holder, within the specified exercise period, to exercise the Stock Appreciation Right and receive in exchange therefor a payment having an aggregate value equal to the amount by which the Fair Market Value of a Share on the exercise date exceeds the specified exercise price, times the number of shares with respect to which the Stock Appreciation Right is exercised. The Committee may provide in the Award agreement for automatic exercise on a certain date, for payment of the proceeds on a certain date, for accelerated vesting and other rights upon the occurrence of events specified in the Award agreement, and/or for exercise periods that do not begin until after a Change in Control or the occurrence of such other event as the Committee may designate. Each Stock Appreciation Right grant shall be evidenced by an Award agreement that shall specify the exercise price, the exercise period, the number of Shares to which the Stock Appreciation Right pertains and such other provisions as the Committee shall determine.

Grant of Stock Appreciation Rights. Subject to the provisions of [Sections 5 and 6]6], Stock Appreciation Rights (“SARs”) may be granted to Participants at any time and from time to time as shall be determined by the Committee.

No Other Grant of Rights. Except as expressly provided herein, nothing in this Agreement will be construed to confer any ownership interest, license or other rights upon Licensee by implication, estoppel or otherwise as to any technology, intellectual property rights, products or biological materials of Harvard, or any other entity, regardless of whether such technology, intellectual property rights, products or biological materials are dominant, subordinate or otherwise related to any Biological Material or Technology Transfer Material.

Grant of Stock Appreciation Rights. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Stock Appreciation Rights under the Plan to such Key Employees and Non-Employee Directors and in such amounts as it shall determine.

Except as expressly provided herein, UroGen grants to Allergan no other right or license, including any rights or licenses to the UroGen Patents, the UroGen Know-How, the Agreement Intellectual Property, Regulatory Documentation (including Regulatory Approvals therein), the Licensed Marks or any other Patent or intellectual property rights, in each case Controlled by UroGen, not otherwise expressly granted herein. Nothing in this Agreement shall give Allergan the right to practice the UroGen Patents, the UroGen Know-How, any Agreement Intellectual Property developed solely by UroGen, the Licensed Marks or the Regulatory Documentation (including Regulatory Approvals therein), in each case Controlled by UroGen, outside of the Field or the Territory.

Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator determines that it will grant Restricted Stock Units, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units.

Grant. The Company hereby grants to the Participant the number of RSUs set forth in the grant letter accompanying this Agreement (the “Grant Letter”) on the terms and conditions set forth in this Agreement. [One hundred percent (100%) of such RSUs are referred to as the “Target RSUs.”] The Participant’s rights with respect to the RSUs will remain forfeitable at all times prior to the date such RSUs vest as described in [Section 4].

Grant. The Committee has granted to You RSUs representing the right to receive [Number of Shares Granted] Shares in consideration for your service on the Board.

Grant. A Participant may be granted one or more Stock Awards under the Plan; provided that such Award to an Employee is granted in lieu of salary, cash bonus or other cash compensation. Stock Awards shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee.

Grant. Subject to the terms and conditions of the Plan, Awards may be awarded to Eligible Directors at any time and from time to time as determined by the Committee. The Committee shall determine the Eligible Directors to whom, and the time or times at which, grants of Awards will be made, the nature of each Award, the number of shares of Stock, Restricted Stock Units or other interests that are covered by or subject to such Award, any requirements for the vesting of such Award and any other restrictions applicable thereto, and the other terms and conditions of such Awards, in addition to those set forth in [Section 5(b)] and in the following Sections that apply to each specific type of Award. In the event of any inconsistency between this [Section 5] and any of the following Sections that apply to a specific type of Award, the provisions of the Section applying to that specific type of Award will control.

Grant. Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant an award (the “Award”) of the number of Restricted Stock Units set forth in paragraph 2. Each Restricted Stock Unit shall represent the right to receive upon settlement an amount of cash equal to the Fair Market Value of one share of Common Stock.

Grant. The Company hereby grants to the Employee under the Plan an Award of the Target Number of Performance Shares set forth on the Notice of Grant, subject to all of the terms and conditions in this Agreement and the Plan. The Performance Shares in which the Employee may vest shall depend upon achievement ​ for the Performance Period and shall be determined in accordance with the Performance Matrix, attached hereto as ​. In accordance with the Performance Matrix, the number of the Performance Shares in which the Employee may vest will range ​. The number of such Performance Shares shall be determined by the Committee following the end of the applicable Performance Period, and shall be certified by the Committee following the end of each such Performance Period. When Shares are paid to the Employee in payment for the Performance Shares, par value will be deemed paid by the Employee for each Performance Share by past services rendered by the Employee, and will be subject to the appropriate tax withholdings. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Plan.

Subject to the terms and conditions of this Agreement, Lundbeck hereby grants to Ovid an exclusive (even as to Lundbeck), royalty-bearing, perpetual, sub-licensable (through multiple tiers) licence under the Licensed IP to research, have researched, Develop, have Developed, use, have used, make and have made (subject to [Section 5.10]), Commercialise and have Commercialised Compound and/or Product in the Field in the Territory (the “License”).

Agreement Does Not Grant Retention Rights. Neither the granting of the Option, nor the exercise thereof, shall be construed as conferring upon the Participant any right to continue to be employed by or otherwise provide services to the Company or NTC for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any subsidiary of the Company) or of the Participant, which rights are hereby expressly reserved by each, to terminate the Participant’s employment or service to the Company or any subsidiary of the Company at any time and for any reason, with or without Cause;

Grant and Exercise of Stock Appreciation Rights. Stock Appreciation Rights may be granted by the Administrator independently of any Stock Option granted pursuant to [Section 5] of the Plan.