Nivalis Therapeutics, Inc. (Form: S-8, Received: 06/25/2015 12:19:23)

As filed with the Securities and Exchange Commission on June 25, 2015

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

NIVALIS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		20-8969493
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3122 Sterling Circle, Suite 200
Boulder, Colorado		80301
(Address of Principal Executive Offices)		(Zip Code)

N30 Pharmaceuticals, Inc. 2012 Stock Incentive Plan

Nivalis Therapeutics, Inc. 2015 Equity Incentive Plan

Nivalis Therapeutics, Inc. Employee Stock Purchase Plan

(Full titles of the plans)

Jon Congleton

President and Chief Executive Officer

Nivalis Therapeutics, Inc.

3122 Sterling Circle, Suite 200

Boulder, Colorado 80301

(720) 945-7700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Laura Bushnell, Esq.
King & Spalding LLP
601 S. California Avenue, Suite 100
Palo Alto, California 94304
(650) 422-6700

R. Michael Carruthers
Chief Financial Officer
Nivalis Therapeutics, Inc.
3122 Sterling Circle, Suite 200
Boulder, Colorado 80301
(720) 945-7700

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated filer	o		Accelerated filer	o

Non-accelerated filer	x	(Do not check if a smaller reporting company)	Smaller reporting company	o

CALCULATION OF REGISTRATION FEE


Title of securities to be registered	Amount to be registered (1)		Proposed maximum offering price per share			Proposed maximum aggregate offering price			Amount of registration fee
N30 Pharmaceuticals, Inc. 2012 Stock Incentive Plan Common Stock, $0.001 par value per share	1,288,174 shares	(2)	$	4.56	(3)	$	5,874,073.44	(3)	$	682.57
Nivalis Therapeutics, Inc. 2015 Equity Incentive Plan Common Stock, $0.001 par value per share	1,081,700 shares	(4)	$	14.58	(5)	$	15,771,186	(5)	$	1,832.61
Nivalis Therapeutics, Inc. Employee Stock Purchase Plan Common Stock, $0.001 par value per share	231,800 shares		$	14.58	(5)	$	3,379,644	(5)	$	392.71
TOTAL	2,601,674 shares					$	25,024,903.44		$	2,907.90

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock (“Common Stock”) that become issuable under the plans by reason of any stock dividend, stock split, recapitalization or other similar transaction.

(2) Represents shares of Common Stock reserved for issuance upon the exercise of outstanding stock options granted under the N30 Pharmaceuticals, Inc. 2012 Stock Incentive Plan (the “2012 Plan”). The Nivalis Therapeutics, Inc. 2015 Equity Incentive Plan (the “2015 Plan”) is the successor to the 2012 Plan. As of June 22, 2015, (the “Effective Date”), no additional stock awards will be granted under the 2012 Plan.

(3) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act. The proposed maximum aggregate offering price per share and proposed maximum aggregate offering price for the 1,288,174 shares of Common Stock reserved for issuance upon the exercise of stock options outstanding under the 2012 Plan are calculated using a weighted average exercise price of $4.56 per share.

(4) The 2015 Plan provides that an additional number of shares will automatically be added to the shares authorized for issuance under the 2015 Plan on January 1 of each calendar year, from January 1, 2016 through January 1, 2025. The number of shares added each year will be equal to: (a) 5% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year; or (b) such lesser number of shares of Common Stock as is determined by the Registrant’s board of directors (the “Board”) for the applicable year.

(5) This estimate is made pursuant to Rule 457(h) and Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee, and is based on the average high and low reported market prices for shares of Nivalis Therapeutics, Inc. common stock on June 19, 2015.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

Not required to be filed with this Registration Statement.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Not required to be filed with this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed by the Registrant with the Commission:

(a) The Registrant’s prospectus filed on June 17, 2015 pursuant to Rule 424(b) under the Securities Act, relating to the registration statement on Form S-1 originally filed on May 13, 2015 as amended (File No. 333-204127), which contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed.

(b) The description of the Registrant’s Common Stock contained in the Registrant’s registration statement on Form 8-A filed on June 16, 2015 (File No. 001-37449) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

All documents, reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents, reports and definitive proxy or information statements, or portions thereof, which are furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify any persons who were, are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as an officer, director, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by

such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons who were, are, or are threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses (including attorneys’ fees) actually and reasonably incurred.

The Registrant’s amended and restated certificate of incorporation and amended and restated bylaws, each of which will become effective upon the closing of the Registrant’s initial public offering, provide for the indemnification of its directors and officers to the fullest extent permitted under the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability for any:

· transaction from which the director derives an improper personal benefit;

· act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

· unlawful payment of dividends or redemption of shares; or

· breach of a director’s duty of loyalty to the corporation or its stockholders.

The Registrant’s amended and restated certificate of incorporation includes such a provision. Expenses incurred by any officer or director in defending any such action, suit or proceeding in advance of its final disposition shall be paid by the Registrant upon delivery to it of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Registrant.

Section 174 of the Delaware General Corporation Law provides, among other things, that a director who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption may be held liable for such actions. A director who was either absent when the unlawful actions were approved, or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered in the books containing minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

As permitted by the Delaware General Corporation Law, the Registrant has entered into indemnity agreements with each of its directors and executive officers upon or soon after the closing of

the Registrant’s initial public offering. The indemnification agreements will provide that Registrant will indemnify the director or officer to the fullest extent permitted by law for claims arising in his or her capacity as a director or officer, provided that he acted in good faith and in a manner that he reasonably believed to be in, or not opposed to, the Registrant’s best interests and, with respect to any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. Registrant expects that each of these indemnification agreements will provide that in the event that Registrant does not assume the defense of a claim against a director or officer, Registrant will be required to advance his expenses in connection with his defense, provided that he undertakes to repay all amounts advanced if it is ultimately determined that he is not entitled to be indemnified by Registrant.

At present, there is no pending litigation or proceeding involving any of the Registrant’s directors or executive officers as to which indemnification is required or permitted, and the Registrant is not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

The Registrant has an insurance policy in place that covers its officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The exhibits listed below in the “Index to exhibits” are part of this Registration Statement on Form S-8 and are number in accordance with Item 601 of Regulation S-K.

ITEM 9. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement; and

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boulder, State of Colorado, on June 22, 2015.

	NIVALIS THERAPEUTICS, INC.

	By:	/s/ Jon Congleton
		Jon Congleton
		President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jon Congleton, R. Michael Carruthers and Tom Sokolowski, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities set forth opposite their names and on the dates indicated.

Signature	Title	Date

/s/ John Congleton	President, Chief Executive Officer and Member of the Board of Directors	June 22, 2015
Jon Congleton	(Principal Executive Officer)

/s/ R. Michael Carruthers	Chief Financial Officer	June 22, 2015
R. Michael Carruthers	(Principal Financial and Accounting Officer)

/s/ Howard Furst, M.D.	Chairman of the Board of Directors	June 25, 2015
Howard Furst, M.D.

/s/ Jonathan Leff	Member of the Board of Directors	June 23, 2015
Jonathan Leff

/s/ Evan Loh, M.D.	Member of the Board of Directors	June 23, 2015
Evan Loh, M.D.

/s/ John Moore	Member of the Board of Directors	June 23, 2015
John Moore

/s/ Robert Conway	Member of the Board of Directors	June 23, 2015
Robert Conway

EXHIBIT INDEX

Exhibit Number		Description
4.1		Amended and Restated Certificate of Incorporation of the Registrant

4.2		Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-204127), filed May 13, 2015)

4.3		Form of Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-204127), filed May 13, 2015)

4.4		Nivalis Therapeutics, Inc. 2015 Equity Incentive Plan.

4.5		Form of Notice of Stock Option Grant and Stock Option Agreement for Employees under the Nivalis Therapeutics, Inc. 2015 Equity Incentive Plan.

4.6		Form of Notice of Stock Option Grant and Stock Option Agreement for Non-Employee Directors under the Nivalis Therapeutics, Inc. 2015 Equity Incentive Plan.

4.7		Nivalis Therapeutics, Inc. Employee Stock Purchase Plan

4.8		N30 Pharmaceuticals, Inc. 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-204127), filed May 13, 2015)

4.9		Form of Stock Option Agreement pursuant to N30 Pharmaceuticals, Inc. 2012 Stock Incentive Plan

5.1		Opinion of King & Spalding LLP

23.1		Consent of King & Spalding LLP (included as part of Exhibit 5.1)

23.2		Consent of Ernst & Young LLP, independent registered public accounting firm

24.1		Powers of Attorney (included on signature page)

Exhibit 4.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

NIVALIS THERAPEUTICS, INC.

(Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware)

Nivalis Therapeutics, Inc. (the “ Corporation ”), a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the “ DGCL ”),

DOES HEREBY CERTIFY:

1. The name of the Corporation is Nivalis Therapeutics, Inc. The predecessor to the Corporation, N30 Pharmaceuticals, LLC, was originally formed as a limited liability company under Section 18-201 of the Delaware Limited Liability Company Act on March 30, 2007. Effective as of 12:01 a.m. Eastern Standard Time on August 1, 2012, the Corporation’s predecessor was converted into a Delaware corporation pursuant to a Certificate of Conversion filed with the Delaware Secretary of State on July 31, 2012. The Corporation’s original Certificate of Incorporation was filed with the Delaware Secretary of State on July 31, 2012 under the name N30 Pharmaceuticals, Inc. On February 11, 2015, the Corporation changed its name from N30 Pharmaceuticals, Inc. to Nivalis Therapeutics, Inc.

2. This Amended and Restated Certificate of Incorporation (the “ Amended and Restated Certificate of Incorporation ”) amends and restates the Corporation’s Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on February 9, 2015, as amended by the Certificate of Amendment of Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on February 11, 2015 (the “ Prior Certificate ”), and has been duly adopted in accordance with the provisions of Sections 242, 245 and 228 of the DGCL.

3. The text of the Prior Certificate is hereby amended and restated in its entirety to read as set forth in Exhibit A attached hereto.

IN WITNESS WHEREOF , this Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this Corporation on this 19 th day of June, 2015.

	By:	/s/ Jon Congleton
		Jon Congleton, Chief Executive Officer

EXHIBIT A

ARTICLE I

The name of this Corporation is Nivalis Therapeutics, Inc.

ARTICLE II

The address of the registered office of the Corporation in the State of Delaware is 615 South DuPont Highway, Dover, County of Kent, Delaware 19901. The name of its registered agent at such address is National Corporate Research, LTD.

ARTICLE III

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV

A. The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) 200,000,000 shares of Common Stock, $0.001 par value per share (“ Common Stock ”), and (ii) 10,000,000 shares of Preferred Stock, $0.001 par value per share (“ Preferred Stock ”).

B. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Company (the “ Board ”) is hereby expressly authorized, by filing a certificate (“ Certificate of Designation ”) pursuant to the DGCL, to provide for the issue of any or all of the unissued and undesignated shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences and relative, participating, optional, or other rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board providing for the issuance of such shares and as may be permitted by the DGCL. The Board of Directors is also expressly authorized to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the stock of the Company entitled to vote thereon, without a separate vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any certificate of designation filed with respect to any series of Preferred Stock.

C. Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Company for their vote; provided , however , that, except as otherwise required by law, holders of Common Stock shall not

be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (this “ Certificate of Incorporation ”) (including any Certificate of Designation filed with respect to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock are entitled, either separately or together as a class with the holders of one or more other series of Preferred Stock, to vote thereon by law or pursuant to this Certificate of Incorporation (including any Certificate of Designation filed with respect to any series of Preferred Stock).

ARTICLE V

In furtherance and not in limitation of the powers conferred by the DGCL, subject to the rights of the holders of any series of Preferred Stock that may be designated from time to time, the Board is expressly authorized to adopt, amend or repeal the bylaws of the Corporation (the “ Bylaws ”), subject to the power of the stockholders of the Corporation to alter or repeal any Bylaws whether adopted by them or otherwise; provided , however , that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation (including any Certificate of Designation that may be filed from time to time), the affirmative vote of holders of not less than sixty-six and two-thirds percent (66 2/3%) of the votes of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for purposes hereof as a single class, shall be required for the stockholders to adopt new Bylaws or to alter, amend or repeal the Bylaws.

ARTICLE VI

A. The management of the business and the conduct of the affairs of the Corporation shall be vested in the Board. The number of directors which shall constitute the whole Board shall be fixed exclusively by one or more resolutions adopted from time to time by the Board.

B. The directors shall be divided into three classes, designated as Class I, Class II and Class III, as nearly equal in number as possible. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board. At the first annual meeting of stockholders following the effectiveness of this Certificate of Incorporation (the “ Qualifying Record Date ”), the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following the Qualifying Record Date, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following the Qualifying Record Date, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. Notwithstanding the foregoing provisions of this Article VI.B., each director shall serve until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.

C. The Board or any individual director may be removed from office only for cause at a meeting of stockholders called for that purpose, by the affirmative vote of the holders of at

least at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all the then outstanding shares of voting stock of the Corporation entitled to vote at an election of directors, voting together as a single class.

D. Any vacancies on the Board resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall, unless the Board determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders, except as otherwise provided by law and or by this Certificate of Incorporation or any Certificate of Designation that may be filed with respect to a series of Preferred Stock, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified.

E. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.

F. There shall be no cumulative voting in the election of directors.

ARTICLE VII

A. Subject to the rights of the holders of any series of Preferred Stock or any other class of stock or series thereof having a preference over the Common Stock as to dividends or upon liquidation, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation. The taking of any action by written consent of the stockholders in lieu of a meeting of the stockholders is specifically denied.

B. Special meetings of the stockholders of the Corporation may be called, for any purpose or purposes, by the Secretary of the Corporation at the direction of the Board, pursuant to a resolution adopted by a majority of the entire Board, but such special meetings may not be called by any other person or persons.

C. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

ARTICLE VIII

A. To the fullest extent permitted by the DGCL, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended after approval by the stockholders of this Article VIII to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.

B. Any repeal or modification of the foregoing provisions of this Article VIII shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.

ARTICLE IX

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate of Incorporation or the Bylaws, or (d) any action asserting a claim that is governed by the internal affairs doctrine, in each such case subject to the Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein and the claim not being one which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery or for which the Court of Chancery does not have subject matter jurisdiction. Any person purchasing or otherwise acquiring any interest in any shares of the Corporation’s capital stock shall be deemed to have notice of, and to have consented to the provisions of this Article IX.

ARTICLE X

Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the Corporation required by law or by this Certificate of Incorporation or any Certificate of Designation that may be filed with respect to a series of Preferred Stock, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or repeal Articles VI, VII, VIII, IX and this Article X.

* * *

Exhibit 4.4

NIVALIS THERAPEUTICS, INC.

2015 EQUITY INCENTIVE PLAN

EFFECTIVE AS OF June 22, 2015

TABLE OF CONTENTS

SECTION 1.	INTRODUCTION	1
SECTION 2.	DEFINITIONS	1
SECTION 3.	ADMINISTRATION	7
SECTION 4.	GENERAL	9
SECTION 5.	SHARES SUBJECT TO PLAN AND SHARE LIMITS	10
SECTION 6.	TERMS AND CONDITIONS OF OPTIONS	12
SECTION 7.	TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS	13
SECTION 8.	TERMS AND CONDITIONS OF RESTRICTED STOCK	13
SECTION 9.	TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS	14
SECTION 10.	TERMS AND CONDITIONS OF PERFORMANCE-BASED AWARDS	14
SECTION 11.	OTHER AWARDS	16
SECTION 12.	RECAPITALIZATION	16
SECTION 13.	EFFECT OF A CORPORATE TRANSACTION	17
SECTION 14.	LIMITATIONS ON RIGHTS	18
SECTION 15.	TAXES	19
SECTION 16.	EFFECTIVE DATE, DURATION AND AMENDMENTS	20
SECTION 17.	GOVERNING LAW, INTERPRETATION OF PLAN AND AWARDS NOTICE	21
SECTION 18.	POLICIES	21
SECTION 19.	UNFUNDED PLAN	21
SECTION 20.	EXECUTION	22

SECTION 1. INTRODUCTION.

The purpose of the Plan is to foster and promote the long-term financial success of the Company and materially increase shareholder value by: (a) strengthening the Company’s capability to develop, maintain, and direct an outstanding employee team; (b) motivating superior performance by means of long-term performance related incentives; (c) encouraging and providing for obtaining an ownership interest in the Company; (d) attracting and retaining outstanding talent by providing incentive compensation opportunities competitive with other companies; and (e) enabling Eligible Awardees to participate in the long-term growth and financial success of the Company.

The Plan seeks to achieve this purpose by providing for discretionary long-term incentive Awards in the form of Cash-Based Awards, Options (which may constitute Incentive Stock Options or Nonstatutory Stock Options), Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance-Based Awards and Other Awards.

Capitalized terms shall have the meaning provided in SECTION 2 unless otherwise provided in this Plan or any related Cash-Based Award Agreement, Stock Option Agreement, SAR Agreement, Restricted Stock Agreement, Restricted Stock Unit Agreement, Performance-Based Award Agreement, Other Award Agreement or other applicable agreement.

SECTION 2. DEFINITIONS.

(a) “ Affiliate ” means any entity other than a Subsidiary, if the Company has a controlling interest, as defined in Treasury Regulation section 1.409A-1(b)(5)(iii)(E), in the affiliate.

(b) “ Award ” means any Cash-Based Award or any award of an Option, SAR, Restricted Stock, Restricted Stock Unit, Performance-Based Award or Other Award granted under this Plan.

(d) “ Cash-Based Award ” means any cash-based award granted under this Plan. “ Cash-Based Award Agreement ” means the agreement which contains the terms and conditions pertaining to the Cash-Based Award.

(e) “ Cashless Exercise ” means, to the extent that a Stock Option Agreement so provides and as permitted by applicable law, a program approved by the Committee in which payment may be made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price and, if applicable, the amount necessary to satisfy the Company’s withholding obligations at the minimum statutory withholding rates, including, but not limited to, U.S. federal and state income taxes, payroll taxes, and foreign taxes, if applicable.

(f) “ Cause ” means, except as may otherwise be provided in a Participant’s employment agreement or Award agreement, a conviction of a Participant for a felony crime or

the failure of a Participant to contest prosecution for a felony crime, or a Participant’s misconduct, fraud or dishonesty (as such terms are defined by the Committee in its sole discretion), or any unauthorized use or disclosure of confidential information or trade secrets, in each case as determined by the Committee, and the Committee’s determination shall be conclusive and binding.

(g) “ Code ” means the Internal Revenue Code of 1986, as amended, and the regulations and interpretations promulgated thereunder.

(h) “ Committee ” means a committee described in SECTION 3.

(i) “ Common Stock ” means the Company’s common stock, par value $0.001 per share.

(j) “ Company ” means Nivalis Therapeutics, Inc., a Delaware corporation.

(k) “ Consultant ” means an individual who performs bona fide services to the Company, a Parent, a Subsidiary or an Affiliate, other than as an Employee or Director or Non-Employee Director.

(l) “ Corporate Transaction ” means the occurrence of any of the following:

(i) A report on Schedule 13D is filed with the SEC pursuant to Section 13(d) of the Exchange Act disclosing that any Person (as hereinafter defined) has acquired the beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the then outstanding securities of the Company; or

(ii) Any Person purchases securities pursuant to a tender offer or exchange offer to acquire securities of the Company (or securities convertible) for cash, securities or any other consideration, provided that after consummation of the offer, the person in question is the beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the then outstanding securities of the Company; or

(iii) The shareholders of the Company approve a reorganization, merger, consolidation, recapitalization, exchange offer, purchase of assets or other transaction, in each case, with respect to which the persons who were the beneficial owners of the Company immediately prior to such a transaction do not, immediately after consummation thereof, own more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged, recapitalized or resulting company’s then outstanding securities; or

(iv) The shareholders of the Company approve a liquidation or dissolution of the Company; or

(v) The Company approves a sale or otherwise transfers (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more related transactions, assets aggregating fifty percent (50%) or more of the book value of the assets of the Company and its Subsidiaries (taken as a whole).

For purposes of this Plan, “ Person ” shall mean and include any individual, corporation, partnership, group, association or other “person”, as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than the Company, a wholly owned Subsidiary of the Company or any employee benefit plan(s) sponsored by the Company or a Subsidiary. For purposes of the definition of Company under this SECTION 2(l), the Company shall include any Parent, or company that owns at least fifty percent (50%) of the voting stock, of the Company.

(m) “ Covered Employees ” means those persons who are subject to the limitations of Code Section 162(m).

(n) “ Director ” means a member of the Board who is also an Employee.

(o) “ Disability ” means that the Eligible Awardee is permanently and totally disabled as defined in Code Section 22(e).

(p) “ Eligible Awardee ” means an Employee, Director, Non-Employee Director or Consultant who has been selected by the Committee to receive an Award under the Plan.

(q) “ Employee ” means an individual who is a common-law employee of the Company, a Parent, a Subsidiary or an Affiliate. The Committee shall have the discretion to determine the effect upon an Award and upon an individual’s status as an Employee in the case of (i) any individual who is classified by the Company or its Subsidiary or an Affiliate as leased from or otherwise employed by a third party or as intermittent or temporary, even if any such classification is changed retroactively as a result of an audit, litigation or otherwise, (ii) any leave of absence approved by the Company, Subsidiary or an Affiliate, (iii) any transfer between locations of employment with the Company, Subsidiary or an Affiliate or between the Company, Subsidiary and/or any Affiliate or between any Subsidiaries or Affiliates, (iv) any change in the Participant’s status from an Employee to a Consultant or Non-Employee Director, and (v) at the request of the Company, a Subsidiary or an Affiliate any employee who becomes employed by any partnership, joint venture or corporation not meeting the requirements of a Subsidiary or an Affiliate in which the Company, Subsidiary or an Affiliate is a party.

(r) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(s) “ Exercise Price ” means, in the case of an Option, the amount for which a Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement. “ Exercise Price ,” in the case of a SAR, means an amount, as specified in the applicable SAR Agreement, which is subtracted from the Fair Market Value in determining the amount payable upon exercise of such SAR.

(t) “ Fair Market Value ” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation on the Nasdaq or NYSE, 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 exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

(iii) In the absence of an established market for the Common Stock, the Committee shall determine the Fair Market Value by application of a reasonable valuation method.

(u) “ Fiscal Year ” means the Company’s fiscal year.

(v) “ Full-Value Award ” means an award of Restricted Stock, Restricted Stock Units, Performance-Based Awards in which the vesting or grant of Restricted Stock or Restricted Stock Units is based on Performance Goals, or an Other Award, as the Committee determines in its discretion.

(w) “ Incentive Stock Option ” or “ISO” means an incentive stock option described in Code Section 422.

(x) “ Non-Employee Director ” means a member of the Board who is not an Employee.

(y) “ Nonstatutory Stock Option ” or “ NSO ” means a stock option that is not an ISO.

(z) “ Option ” means an ISO or NSO granted pursuant to SECTION 6 of the Plan entitling the Optionee to purchase Shares. “ Option Agreement ” means the agreement between the Company and Optionee which contains the terms and conditions pertaining to the Option.

(aa) “ Optionee ” means an individual, estate or other entity that holds an Option.

(bb) “ Other Award ” means any form of equity-based or equity-related award, other than an Option, a Stock Appreciation Right, Restricted Stock, a Restricted Stock Unit, a Performance-Based Award or a Cash-Based Award, and which is granted pursuant to SECTION 11 of the Plan.

(cc) “ Parent ” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

(dd) “ Participant ” means an individual or estate or other entity that holds an Award.

(ee) “ Performance Goal ” means any one or more of the following performance criteria or derived from the performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit, Affiliate, Subsidiary, region, or business segment, either individually, alternatively or in any combination, and measured either on an absolute basis or relative to a pre-established target, to a previous period’s results or to a designated comparison group, in each case as specified by the Committee: cash flow (including operating cash flow or free cash flow), revenue (on an absolute basis or adjusted for currency effects), gross margin, operating expenses or operating expenses as a percentage of revenue, earnings (which may include earnings before interest and taxes, earnings before taxes, and net earnings, and may be determined in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) or adjusted to exclude any or all non-GAAP items), earnings per share (on a GAAP or non-GAAP basis), growth in any of the foregoing measures, stock price, return on equity or average shareholders’ equity, total shareholder return, growth in shareholder value relative to the S&P 500 Index or another index, return on capital, return on assets or net assets, return on investment, economic value added, operating profit, controllable operating profit, or net operating profit, operating margin, cash conversion cycle, market share, contract awards or backlog, overhead or other expense reduction, credit rating, strategic plan development and implementation, succession plan development and implementation, improvement in workforce diversity, customer indicators, new product invention or innovation, attainment of research and development milestones, improvements in productivity, attainment of objective operating goals, and objective employee metrics.

(ff) “ Performance Period ” means any period as determined by the Committee, in its sole discretion. The Committee may establish different Performance Periods for different Participants, and the Committee may establish concurrent or overlapping Performance Periods.

(gg) “ Performance-Based Award ” means any Cash-Based Award or any award of an Option, SAR, Restricted Stock, Restricted Stock Unit, or Other Award, granted pursuant to SECTION 10 of the Plan and based on Performance Goals for an established Performance Period. “ Performance-Based Award Agreement ” means the agreement between the Company and Participant which contains the terms and conditions pertaining to the Performance-Based Award.

(hh) “ Plan ” means this Nivalis Therapeutics, Inc. 2015 Equity Incentive Plan, as amended from time to time.

(ii) “ Prior Plan ” means the Company’s prior equity incentive plan, the N30 Pharmaceuticals, Inc. 2012 Stock Incentive Plan.

(jj) “ Qualified Performance-Based Award ” has the same meaning as set forth in SECTION 10(d).

(kk) “ Reprice ” means that the Company has lowered or reduced the Exercise Price of outstanding Options and/or outstanding SARs for any Participant(s), whether through amendment, cancellation, or replacement grants, or any other means.

(ll) “ Restricted Stock ” means Shares awarded pursuant to SECTION 8 of the Plan. “ Restricted Stock Agreement ” means the agreement between the Company and Participant which contains the terms and conditions pertaining to the award of Restricted Stock.

(mm) “ Restricted Stock Unit ” means a bookkeeping entry representing the equivalent of one Share, as awarded pursuant to SECTION 9 of the Plan, which value may be paid to the Participant in cash, Shares or a combination of both as set forth in the Restricted Stock Unit Agreement and as the Committee determines in its sole discretion. “ Restricted Stock Unit Agreement ” means the agreement which contains the terms and conditions pertaining to the award of a Restricted Stock Unit.

(nn) “ SEC ” means the Securities and Exchange Commission.

(oo) “ Section 16 Persons ” means those officers, directors or other persons who are subject to Section 16 of the Exchange Act.

(pp) “ Securities Act ” means the Securities Act of 1933, as amended.

(qq) “ Service ” means service as an Employee, Director, Non-Employee Director or Consultant. A Participant’s Service does not terminate when continued service crediting is required by applicable law. However, for purposes of determining whether an Option is entitled to continuing ISO status, a common-law employee’s Service will be treated as terminating ninety (90) days after such Employee went on leave, unless such Employee’s right to return to active work is guaranteed by law or by a contract. Service terminates in any event when the approved leave ends, unless such Employee immediately returns to active work. The Committee determines which leaves count toward Service, and when Service terminates for all purposes under the Plan. Further, unless otherwise determined by the Committee, a Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant provides service to the Company, a Parent, Subsidiary or Affiliate, or a transfer between entities (the Company or any Parent, Subsidiary, or Affiliate); provided that there is no interruption or other termination of Service. If an Award is subject to Code Section 409A, then for purposes of determining whether a Participant is providing Service shall comply with Treasury Regulation section 1.409A-1(h) to the extent applicable.

(rr) “ Share ” means one share of Common Stock.

(ss) “ Stock Appreciation Right ” or “ SAR ” means a stock appreciation right awarded pursuant to SECTION 7 of the Plan. “ SAR Agreement ” means the agreement between the Company and Participant which contains the terms and conditions pertaining to the SAR.

(tt) “ Subsidiary ” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

(uu) “ 10-Percent Shareholder ” means an individual who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company, its Parent or any of its Subsidiaries. In determining stock ownership, the attribution rules of Code Section 424(d) shall be applied.

SECTION 3. ADMINISTRATION.

(a) Committee Composition . The Board or a Committee appointed by the Board shall administer the Plan. The Committee shall be selected by the Board, and shall consist of two or more outside, disinterested members of the Board who, in the judgment of the Board, are qualified to administer the Plan as contemplated by Rule 16b-3 of the Exchange Act (or any successor rule), Code Section 162(m) and the regulations thereunder (or any successors thereto), and any rules and regulations of a stock exchange on which Common Stock is traded. Members of the Committee shall serve for such period of time as the Board may determine and shall be subject to removal by the Board at any time. The Board may also at any time terminate the functions of the Committee and reassume all powers and authority previously delegated to the Committee.

The Board may also appoint one or more separate committees of the Board, each composed of two or more directors of the Company who need not qualify under Rule 16b-3 or Code Section 162(m), that may administer the Plan with respect to Eligible Awardees who are not Section 16 Persons or Covered Employees, respectively, may grant Awards under the Plan to such Eligible Awardees and may determine all terms of such Awards.

Notwithstanding the foregoing, the Board shall administer the Plan with respect to Non-Employee Directors, shall grant Awards under the Plan to such Non-Employee Directors, and shall determine all terms of such Awards.

(b) Authority of the Committee . The Committee shall have the authority in its sole discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, the authority to grant Awards; to determine the persons to whom and the time or times at which Awards shall be granted; to determine the type, number and vesting requirements of Awards to be granted, the number of shares of Stock to which an Award may relate and the terms, conditions, restrictions and performance criteria relating to any Award; to prescribe, amend, modify and rescind rules and regulations relating to the Plan or any Award; to determine Performance Goals no later than such time as required to ensure that an underlying Award which is intended to comply with the requirements of Code Section 162(m) so complies; to determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, forfeited, exchanged, or surrendered; to make adjustments in the terms and conditions of, and the Performance Goals (if any) included in, Awards; to allow Participants to satisfy withholding tax amounts by electing to have the Company withhold from the Shares to be issued upon exercise of an NSO or SAR or vesting of Full-Value Award that number of Shares having a Fair Market Value equal to the amount required to be withheld; to authorize conversion or substitution under the Plan of any or all stock options, stock appreciation rights or other stock awards held by service providers of an entity acquired by the Company; and to impose such restrictions,

conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including without limitation, (i) restrictions under an insider trading policy and (ii) restrictions as to the use of a specified brokerage firm for such resales or other transfers. The Committee shall also have the authority in its sole discretion to adopt rules and procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Committee is specifically authorized (i) to adopt the rules and procedures regarding the conversion of local currency, withholding procedures and handling of stock certificates which vary with local requirements and (ii) to adopt sub-plans and Plan addenda as the Committee deems desirable, to accommodate foreign laws, regulations and practice. The Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan.

The Committee may in its discretion permit a Participant to defer receipt of any Shares or cash issuable upon the lapse of any restriction placed on Restricted Stock, Restricted Stock Units, or Other Awards, subject to such rules and procedures as it may establish. In particular, the Committee shall establish rules relating to such deferrals intended to comply with the requirements of Code Section 409A, including, without limitation, the time when a deferral election can be made, the period of the deferral, and the events that would result in payment of the deferred amount.

Within the limitations of the Plan, the Committee may modify or extend outstanding Awards or may accept the cancellation of outstanding awards (granted by another issuer) in return for a substitution of an Award for the same or a different number of Shares or dollar amount, at the same or a different Exercise Price in connection with a Corporate Transaction, and with the same or different vesting provisions consistent with Code Section 424(h). Notwithstanding the preceding sentence or anything to the contrary herein, the Committee may not Reprice outstanding Awards unless there is approval by the Company shareholders and no modification of an Award shall, without the consent of the Participant or without provision of adequate compensation, as determined in the sole discretion of the Committee, materially impair his or her rights or obligations under such Award.

Subject to applicable law, the Board or the Committee may delegate to an authorized officer or officers of the Company the power to approve Awards to persons eligible to receive Awards under the Plan who are not (A) subject to Section 16 of the Exchange Act or (B) at the time of such approval, Covered Employees. Subject to applicable law, the Committee may delegate to one or more individuals the day-to-day administration of the Plan and any of the functions assigned to it in this Plan. Such delegation may be revoked at any time.

The Committee’s determinations under the Plan shall be final and binding on all persons.

(c) Indemnification . To the maximum extent permitted by applicable law, each member of the Committee, or of the Board, shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any Award agreement, and (ii) from any and

all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.

SECTION 4. GENERAL.

(a) General Eligibility . Only Employees, Consultants, Directors and Non-Employee Directors shall be eligible for designation as Eligible Awardees by the Committee, in its sole discretion.

(b) Incentive Stock Options . Only Eligible Awardees who are Employees of the Company or a Subsidiary shall be eligible for the grant of ISOs. In addition, an Eligible Awardee who is a 10-Percent Shareholder shall not be eligible for the grant of an ISO unless the requirements set forth in Code Section 422(c)(5) are satisfied.

(c) Restrictions on Shares . Any Shares issued pursuant to an Award shall be subject to such rights of repurchase, rights of first refusal and other transfer restrictions as the Committee may determine, in its sole discretion. Such restrictions shall apply in addition to any restrictions that may apply to holders of Shares generally and shall also comply to the extent necessary with applicable law. In no event shall the Company be required to issue fractional Shares under this Plan.

(d) Beneficiaries . Unless stated otherwise in an Award agreement, a Participant may designate one or more beneficiaries with respect to an Award by timely filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Participant’s death. If no beneficiary was designated, then after a Participant’s death any vested Award(s) shall be transferred or distributed to the Participant’s spouse, or, if no spouse, then his or her estate.

(e) Award Agreement . Each Award under the Plan shall be evidenced and governed exclusively by either an Option Agreement, SAR Agreement, Restricted Stock Unit Agreement, Restricted Stock Agreement, Performance-Based Award Agreement, Other Award Agreement or Cash-Based Award Agreement between the Participant and the Company. Such Award shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan and that the Committee deems appropriate for inclusion in the applicable agreement, including without limitation the number of Shares to which a Award pertains, vesting or performance conditions. The provisions of the various agreements entered into under the Plan need not be identical. Stock Option Agreements shall specify whether the Option is an ISO or an NSO.

(f) No Rights as a Shareholder . Except as expressly provided in this Plan, a Participant, or a transferee of a Participant, shall have no rights as a shareholder with respect to

any Shares covered by an Award until such person has satisfied all of the terms and conditions to receive such Common Stock, has satisfied any applicable withholding or tax obligations relating to the Award and the Shares have been issued (as evidenced by an appropriate entry on the books of the Company or a duly authorized transfer agent of the Company).

(g) Termination of Service . Unless the applicable Award agreement or, with respect to Participants who reside in the U.S., the applicable employment agreement provides otherwise or the Committee determines otherwise, the following rules shall govern the vesting, exercisability and term of outstanding Awards held by a Participant in the event of termination of such Participant’s Service (notwithstanding the provisions below, in no event can a Participant exercise an Option or SAR after the expiration date of such Option or SAR):

(i) upon termination of Service for any reason, all unvested portions of any outstanding Awards shall be immediately forfeited without consideration and the vested portions of any outstanding Full-Value Awards shall be settled upon termination;

(ii) if the Service of a Participant is terminated for Cause, then all unexercised Options and SARs, and the unvested portions of Full-Value Awards shall terminate and be forfeited immediately without consideration;

(iii) if the Service of a Participant is terminated for any reason other than for Cause, death, or Disability, then the vested portion of his or her then-outstanding Options and/or SARs may be exercised by such Participant or his or her personal representative within three months after the date of such termination; or

(iv) if the Service of a Participant is terminated due to death or Disability, the vested portion of his or her then-outstanding Options and/or SARs may be exercised within one year after the date of termination of Service.

SECTION 5. SHARES SUBJECT TO PLAN AND SHARE LIMITS.

(a) Basic Limitations . The stock issuable under the Plan shall be authorized but unissued Shares. Subject to adjustment pursuant to SECTION 5(b) and SECTION 12, the aggregate number of Shares reserved for Awards under the Plan shall not exceed 1,081,700 Shares. No further grants shall be made under the Prior Plan after the Effective Date; provided, however, if the shareholders do not approve the Plan, the Prior Plan shall continue in effect and grants may continue to be made under the Prior Plan. The Shares issued pursuant to Awards under the Plan shall be made available from Shares currently authorized but unissued or Shares currently held (or subsequently acquired) by the Company as treasury shares, including Shares purchased in the open market or in private transactions.

(b) Automatic Increases . The aggregate number of Shares reserved for Awards under SECTION 5(a) of the Plan will automatically increase on January 1st of each year, for a period of not more than ten (10) years, commencing on January 1st of the year following the year in which the Effective Date occurs and ending on (and including) January 1, 2025, in an amount

equal to 5% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase for such year or that the increase for such year will be a lesser number of Shares than provided herein.

(c) Additional Shares . If any Shares subject to an Award are forfeited, or cancelled or if an Award terminates or expires without a distribution of Shares to the Participant or is settled in cash rather than Shares, the Shares with respect to such Award shall, to the extent of any such forfeiture, cancellation, termination or expiration, again be available for Awards under the Plan. SARs shall be counted in full against the number of Shares available for issuance under the Plan, regardless of the number of Shares issued upon settlement of the SARs. Upon the exercise of any Award granted in tandem with any other Awards, such related Awards shall be cancelled to the extent of the number of Shares as to which the Award is exercised and, notwithstanding the foregoing, such number of shares shall no longer be available for Awards under the Plan. In addition, Shares surrendered or withheld as payment of either the exercise price of an Award (including Shares otherwise underlying an Award of a SAR that are retained by the Company to account for the grant price of such SAR) and/or withholding taxes in respect of an Award shall no longer be available for Awards under the Plan.

(d) Share Limits . Subject to adjustments pursuant to SECTION 12, the following limits shall apply:

(i) Limits on Options . 1,081,700 Shares reserved for Awards under the Plan may be issued in connection with ISOs. No Eligible Awardee shall receive Options to purchase Shares during any Fiscal Year covering in excess of 432,700 Shares, and of such limit all such Options may be designated as ISOs. Notwithstanding the designation “Incentive Stock Option” in a Stock Option Agreement, if and to the extent that the aggregate Fair Market Value of the Shares with respect to which ISOs are exercisable for the first time by the Participant during any calendar year (under all plans of the Company, Subsidiary and any Affiliates) exceeds $100,000, such Options shall be treated as NSOs. For purposes of this Section 5(c)(i), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the grant date of the Option.

(ii) Limits on SARs . No Eligible Awardee shall receive Awards of SARs during any Fiscal Year covering in excess of 432,700 Shares.

(iii) Limits on Performance-Based Awards That Are Also Full-Value Awards . No Eligible Awardee shall receive Performance-Based Awards that are also Full-Value

Awards during any Fiscal Year covering, in the aggregate, in excess of 432,700 Shares.

(iv) Limits on Cash-Based Awards . No Eligible Awardee shall receive Cash-Based Awards during any Fiscal Year covering, in the aggregate, in excess of $3,000,000.

(v) Limits on Awards to Covered Employees . In the case of Awards granted to Covered Employees, the above limits shall include Shares underlying Awards that are deemed to have been cancelled under Treasury Regulation section 1.162-27(e)(2)(vi)(B).

SECTION 6. TERMS AND CONDITIONS OF OPTIONS.

(a) Exercise Price . An Option’s Exercise Price shall be established by the Committee and set forth in a Stock Option Agreement. The Exercise Price of an Option shall not be less than 100% of the Fair Market Value (110% for ISO grants to 10-Percent Shareholders) on the grant date of the Option.

(b) Exercisability and Term . Each Stock Option Agreement shall specify the date or event (such as performance condition) when all or any installment of the Option is to vest and become exercisable. The Stock Option Agreement shall also specify the term of the Option; provided that the term of an Option shall in no event exceed ten years from the grant date of the Option (five years for ISO grants to 10-Percent Shareholders). A Stock Option Agreement may provide for accelerated vesting in the event of the Participant’s death, Disability, or other events. Notwithstanding any other provision of the Plan, no Option can be exercised after the expiration date provided in the applicable Stock Option Agreement.

(c) Payment for Option Shares . The entire Exercise Price of Shares issued upon exercise of Options shall be payable in cash or check at the time when such Shares are purchased, except as follows and if so provided for in an applicable Stock Option Agreement:

(i) Surrender of Stock . Payment for all or any part of the Exercise Price may be made with Shares which have already been owned by the Optionee; provided that the Committee may, in its sole discretion, require that Shares tendered for payment be previously held by the Optionee for a minimum duration. Such Shares shall be valued at their Fair Market Value.

(ii) Cashless Exercise . Payment for all or any part of the Exercise Price may be made through Cashless Exercise at the Committee’s sole discretion.

(iii) Other Forms of Payment . Payment for all or any part of the Exercise Price may be made in any other form that is consistent with applicable laws, regulations and rules and approved by the Committee.

In the case of an ISO granted under the Plan, payment shall be made only pursuant to the express provisions of the applicable Stock Option Agreement. The Stock Option Agreement may specify that payment may be made in any form(s) described in this SECTION 6(c). In the case of an NSO granted under the Plan, the Committee may, in its discretion at any time, accept payment in any form(s) described in this SECTION 6(c).

SECTION 7. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.

(a) Exercise Price . Each SAR Agreement shall specify the Exercise Price which shall be established by the Committee. The Exercise Price of a SAR shall not be less than 100% of the Fair Market Value on the grant date of the SAR.

(b) Exercisability and Term . Each SAR Agreement shall specify the date or event (such as a performance condition) when all or any installment of the SAR is to become exercisable. The SAR Agreement shall also specify the term of the SAR which shall not exceed ten years from the grant date of the SAR. A SAR Agreement may provide for accelerated vesting in the event of the Participant’s death, Disability, or other events. SARs may be awarded in combination with Options, and such an Award shall provide that the SARs will not be exercisable unless the related Options are forfeited.

(c) Exercise of SARs . If, on the date when a SAR expires, the Exercise Price under such SAR is less than the Fair Market Value on such date but any portion of such SAR has not been exercised or surrendered, then such SAR shall automatically be deemed to be exercised as of such date with respect to such portion. Upon exercise of a SAR, the Participant (or any person having the right to exercise the SAR) shall receive from the Company (i) Shares, (ii) cash or (iii) any combination of Shares and cash, as the Committee shall determine at the grant date of the SAR, in its sole discretion. The amount of cash and/or the Fair Market Value of Shares received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair Market Value (on the date of exercise) of the Shares subject to the SARs exceeds the Exercise Price of those Shares.

SECTION 8. TERMS AND CONDITIONS OF RESTRICTED STOCK.

(a) Payment for Restricted Stock . Restricted Stock may be issued with or without cash consideration or any other form of legally permissible consideration approved by the Committee.

(b) Vesting Conditions . Each award of Restricted Stock may or may not be subject to vesting conditions. A Restricted Stock Agreement may provide for accelerated vesting in the event of the Participant’s death, Disability, or other events.

(c) Voting and Dividend Rights . The holder of an award of Restricted Stock under the Plan shall have the same voting, dividend and other rights as the Company’s other Common Stock holders. A Restricted Stock Agreement, however, may require that the holder of such Restricted Stock invest any cash dividends received in additional Shares subject to the Restricted Stock. Such additional Shares subject to the award of Restricted Stock shall be subject to the same conditions and restrictions as the award of Restricted Stock with respect to which the dividends were paid.

SECTION 9. TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS.

(a) Payment for Restricted Stock Units . Restricted Stock Units shall be issued without consideration.

(b) Vesting Conditions . Each Award of Restricted Stock Units may or may not be subject to vesting conditions. A Restricted Stock Unit Agreement may provide for accelerated vesting in the event of the Participant’s death, Disability, or other events.

(c) Voting and Dividend Rights . The holders of Restricted Stock Units shall have no voting rights. Prior to settlement or forfeiture, any Restricted Stock Unit awarded under the Plan may, at the Committee’s discretion, carry with it a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all cash dividends paid on one Share while the Restricted Stock Unit is outstanding. Dividend equivalents may be converted into additional Restricted Stock Units. Settlement of dividend equivalents may be made in the form of cash, in the form of Shares, or in a combination of both. Prior to distribution, any dividend equivalents which are not paid shall be subject to the same conditions and restrictions as the Restricted Stock Units to which they attach.

(d) Form and Time of Settlement of Restricted Stock Units . Settlement of vested Restricted Stock Units may be made in the form of (a) cash, (b) Shares or any combination of both, as determined by the Committee at the time of the grant of the Restricted Stock Units, in its sole discretion. Methods of converting Restricted Stock Units into cash may include (without limitation) a method based on the average Fair Market Value of Shares over a series of trading days. Vested Restricted Stock Units may be settled in a lump sum or in installments. The distribution may occur or commence when the vesting conditions applicable to the Restricted Stock Units have been satisfied or have lapsed, or it may be deferred, in accordance with applicable law, to any later date.

SECTION 10. TERMS AND CONDITIONS OF PERFORMANCE-BASED AWARDS.

(a) Nature of Award . Performance-Based Awards give a Participant the right to receive a specified number of Shares, cash or a combination of both if the terms and conditions described in the Plan and the associated Award agreement (including those based on Performance Goals) are met at the end of the Performance Period. However, Performance-Based Awards will be forfeited to the extent that applicable terms and conditions have not been met at the end of the Performance Period.

(b) Performance Conditions . Performance-Based Awards may be granted to any Participant and the associated Performance-Based Award Agreement may specify that the Award is intended to be qualified performance-based compensation under Code Section 162(m). As determined by the Committee in its sole discretion, the grant, vesting, exercisability and/or settlement of any Performance-Based Awards will be conditioned on the attainment of performance objectives derived from one or more Performance Goals over a Performance Period.

(c) Earning Performance-Based Awards . After the end of a Performance Period, the Committee will determine the extent to which each Participant has or has not met applicable performance objectives and other terms and conditions specified in the associated Performance-Based Awards. Performance-Based Awards will be settled or forfeited depending on the extent to which the applicable performance objectives have been met at the end of the Performance Period.

(d) Section 162(m) Requirements . This Section 10(d) shall apply to Performance-Based Awards made to any Covered Employee that the Committee intends to comply with the requirements of Code Section 162(m) (the “ Qualified Performance-Based Award ”). Awards with performance conditions that are granted to Eligible Awardees who are not Covered Employees need not comply with the requirements of Code Section 162(m). Each Qualified Performance-Based Award shall contain provisions regarding (i) the target and maximum amount payable to the Participant, (ii) the performance objectives and level of achievement versus these objectives which shall determine the amount of such settlement or payment, (iii) the Performance Period as to which performance shall be measured, (iv) the timing of any payment earned by virtue of performance, (v) restrictions on the alienation or transfer of the Qualified Performance-Based Award prior to actual payment, (vi) forfeiture provisions, and (vii) such further terms and conditions, in each case not inconsistent with the Plan, as may be determined from time to time by the Committee. The performance objectives for any portion of a Qualified Performance-Based Award shall be a measure established by the Committee based on one or more Performance Goals selected by the Committee and specified in writing not later than 90 days after the commencement of the Performance Period (or such earlier time as prescribed by Code Section 162(m)) to which the performance objectives relate, provided that the outcome is substantially uncertain at that time.

For purposes of determining whether any performance objective has been satisfied under this SECTION 10(d), the Committee shall include or exclude the effects of the following events that occur during a Performance Period: (a) gains or losses on sales or dispositions, (b) asset write-downs, (c) changes in tax law or rate, including the impact on deferred tax liabilities, (d) the cumulative effect of changes in accounting principles or changes in accounting policies, (e) with respect to fiscal years beginning prior to December 16, 2015, “extraordinary items” described in Accounting Principles Board Opinion No. 30, and/or with respect to fiscal years beginning after December 15, 2015, events of an “unusual nature” and/or of a type that indicate “infrequency of occurrence,” as defined in FASB Accounting Standards Update 2015 — 01, and appearing in the Company’s financial statements or notes thereto in the Company’s Annual Report on Form 10K, and/or in management’s discussion and analysis of financial performance appearing in such Annual Report, (f) acquisitions occurring after the start of a Performance Period or unbudgeted costs incurred related to future acquisitions, (g) operations discontinued, divested or restructured, including severance costs, (h) gains or losses on refinancing or extinguishment of debt, (i) foreign exchange gains and losses and (j) any similar event or condition specified in such Award Agreement. In the case of a Qualified Performance-Based Award, such exclusions and adjustments provided above may only apply to the extent the Committee specifies in writing (not later than the time performance objectives are required to be established) which exclusions and adjustments the Committee will apply to determine whether a performance objective has been satisfied, as well as an objective manner for applying them, or to

the extent that the Committee determines that they may apply without adversely affecting the Award’s status as a Qualified Performance-Based Award.

Before any Shares or cash underlying an Award subject to performance objectives are settled or paid to a Covered Employee with respect to a Performance Period, the Committee shall certify in writing that the performance objectives for such Performance Period have been satisfied. Once established, the Committee may not revise any performance objectives associated with Performance-Based Awards granted to a Covered Employee or increase the amount of the Performance-Based Awards that may be granted, vested, exercisable, paid and/or settled with respect to a Covered Employee if those performance objectives are met. Notwithstanding satisfaction of any completion of any performance objective, the number of Shares, Options or other benefits granted, issued, retainable and/or vested under an Award to Covered Employees on account of satisfaction of such performance objectives may be reduced by the Committee on the basis of such further considerations as the Committee in its sole discretion shall determine.

(e) Payment for Performance-Based Awards . Performance-Based Awards that are Full-Value Awards shall be issued without consideration.

(f) Rights Associated With Performance-Based Awards . During the Performance Period and unless specified otherwise in the associated applicable Award agreement, a Participant will have no voting or dividend rights with respect to Shares underlying such Performance-Based Awards.

SECTION 11. OTHER AWARDS

The Committee shall have the authority to specify the terms and provisions of other forms of equity-based or equity-related awards not described in SECTION 6 through SECTION 10 of this Plan that the Committee determines to be consistent with the purpose of the Plan and the interests of the Company (“ Other Awards ”). Other Awards may include awards of, or the right to acquire, shares of Common Stock that are not subject to forfeiture or other restrictions, which may be awarded in payment of Non-Employee Director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right, as a bonus, or upon the attainment of a performance goal, or otherwise.

SECTION 12. RECAPITALIZATION.

(a) Adjustments . Subject to any required action by the shareholders of the Company, (i) the number of Shares that have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, (ii) the number and kind of Shares or units covered by each outstanding Award, (iii) the price per Share subject to each such outstanding Award and (iv) the Share limitations set forth in SECTION 5 of the Plan, shall be proportionately adjusted for any increase or decrease in the number or kind of issued shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities

of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award. Any adjustment of Shares pursuant to this SECTION 12 shall be rounded down to the nearest whole number of Shares. Under no circumstances shall the Company be required to authorize or issue fractional shares and no consideration shall be provided as a result of any fractional shares not being issued or authorized.

(b) Number of Shares per Award . Each applicable agreement shall specify the number of Shares to which an Award pertains and shall be subject to adjustment of such number in accordance with this SECTION 12.

(c) Participant Rights . Except as provided in this SECTION 12, a Participant shall have no rights by reason of any issue by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class. If by reason of an adjustment pursuant to this SECTION 12 a Participant’s Award covers additional or different shares of stock or securities, then such additional or different shares and the Award in respect thereof shall be subject to all of the terms, conditions and restrictions which were applicable to the Award and the Shares subject to the Award prior to such adjustment.

SECTION 13. EFFECT OF A CORPORATE TRANSACTION.

(a) Corporate Transaction . In the event that the Company is a party to a Corporate Transaction, outstanding Awards shall be subject to the applicable agreement of merger, reorganization, or sale of assets. Such agreement may provide, without limitation, and without the consent of the Participant, for the assumption or substitution of outstanding Awards by the surviving company or its parent, for the replacement of outstanding Awards with a cash incentive program of the surviving corporation which preserves the spread existing on the unvested portions of such outstanding Awards at the time of the transaction and provides for subsequent payout in accordance with the same vesting provisions applicable to those Awards, for accelerated vesting of outstanding Awards, or for the cancellation of outstanding Awards, with or without consideration (provided, however, if such Award has value, e.g., the value of the Shares underlying Restricted Stock has a Fair Market Value greater than zero or the Option or SAR has a positive bargain element, then such cancellation shall not be effectuated without consideration).

For the purposes of this subsection (a), the Award shall be considered assumed if, following the Corporate Transaction, the option or right confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Corporate Transaction, the consideration (whether stock, cash, or other securities or property) received in the Corporate Transaction by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such

consideration received in the Corporate Transaction is not solely common stock of the successor corporation or its parent, the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Award, for each Share subject to the Award, to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of Common Stock in the Corporate Transaction.

In the event of the proposed dissolution or liquidation of the Company, the Committee shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Committee in its discretion may provide for an Award to be fully vested and exercisable, if applicable, until ten (10) days prior to such transaction. In addition, the Committee may provide that any restrictions on any Award shall lapse prior to the transaction, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it remains unvested or has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed transaction.

(b) Acceleration . The Committee may determine, at the time of grant of an Award or thereafter, that such Award shall become fully vested as to all Shares subject to such Award in the event that a Corporate Transaction occurs. Unless otherwise provided in the applicable Award agreement, in the event that a Corporate Transaction occurs and any outstanding Awards are not assumed, substituted, or replaced with a cash incentive program pursuant to SECTION 13(a), then such Awards shall fully vest and be fully exercisable immediately prior to such Corporate Transaction. Immediately following the consummation of a Corporate Transaction, all outstanding Awards shall terminate and cease to be outstanding, except to the extent that they are assumed by the surviving corporation or its parent.

SECTION 14. LIMITATIONS ON RIGHTS.

(a) No Entitlements . A Participant’s rights, if any, in respect of or in connection with any Award is derived solely from the discretionary decision of the Company to permit the individual to participate in the Plan and to benefit from a discretionary Award. By accepting an Award under the Plan, a Participant expressly acknowledges that there is no obligation on the part of the Company to continue the Plan and/or grant any additional Awards. Any Award granted hereunder is not intended to be compensation of a continuing or recurring nature, or part of a Participant’s normal or expected compensation, and in no way represents any portion of a Participant’s salary, compensation, or other remuneration for purposes of pension benefits, severance, redundancy, resignation or any other purpose.

Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right to remain an employee, consultant, director or non-employee director of the Company, a Parent, a Subsidiary or an Affiliate. The Company and its Parents and Subsidiaries and Affiliates reserve the right to terminate the Service of any person at any time, and for any reason, subject to applicable laws, the Company’s Articles of Incorporation and Bylaws and a written employment agreement (if any), and such terminated person shall be deemed irrevocably to have waived any claim to damages or specific performance for breach of contract or dismissal, compensation for loss of office, tort or otherwise with respect to the Plan or any outstanding Award that is forfeited and/or is terminated by its terms or to any future Award.

(b) Assignment or Transfer of Awards . Except as otherwise provided in the applicable Award agreement and then only to the extent permitted by applicable law, no Award shall be anticipated, assigned, attached, garnished, optioned, transferred or made subject to any creditor’s process, whether voluntarily, involuntarily or by operation of law transferable by the Participant other than by will or by the laws of descent and distribution. Except as otherwise provided in the applicable Award agreement, an Award may be exercised during the lifetime of the Participant only by the Participant or by the guardian or legal representative of the Participant. No Award or interest therein may be assigned, pledged or hypothecated by the Participant during his or her lifetime, whether by operation of law or otherwise, or be made subject to execution, attachment or similar process. However, this SECTION 14(b) shall not preclude a Participant from designating a beneficiary who will receive any vested outstanding Awards in the event of the Participant’s death, nor shall it preclude a transfer of vested Awards by will or by the laws of descent and distribution.

(c) Shareholders’ Rights . A Participant shall have no dividend rights, voting rights or other rights as a shareholder with respect to any Shares covered by his or her Award prior to the issuance of such Shares (as evidenced by an appropriate entry on the books of the Company or a duly authorized transfer agent of the Company), except as otherwise expressly provided in the Plan. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date when such Shares are issued, except as expressly provided in this Plan.

(d) Regulatory Requirements . Any other provision of the Plan notwithstanding, the obligation of the Company to issue Shares or other securities under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Shares or other securities pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such Shares or other securities, to their registration, qualification or listing or to an exemption from registration, qualification or listing.

SECTION 15. TAXES.

(a) General . A Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with his or her Award. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied.

(b) Share Withholding . If a public market for the Company’s Shares exists, the Committee may permit a Participant to satisfy all or part of his or her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her or by surrendering or attesting to all or a portion of any Shares that he or she previously acquired. Such Shares shall be valued based on the value of the actual trade or, if there is none, the Fair Market Value as of the previous day. Any payment of taxes made by assigning Shares to the Company may be subject to restrictions, including, but not limited to, any restrictions required by rules of the SEC. The Committee may, in its discretion, also permit a Participant to satisfy withholding or income tax obligations related to an Award through Cashless Exercise or through a sale of Shares underlying the Award.

(c) Compliance with Code Section 409A . The Plan and Award agreements will be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Code Section 409A, and, to the extent not so exempt, in compliance with Code Section 409A. Notwithstanding anything to the contrary in this Plan, if a Participant holding an Award that constitutes “deferred compensation” under Code Section 409A is a “specified employee” for purposes of Code Section 409A, no distribution or payment of any amount that is due because of a “separation from service” (as defined in Code Section 409A) will be issued or paid before the date that is six months following the date of such Participant’s “separation from service” or, if earlier, the date of the Participant’s death, and any amounts so deferred will be paid in a lump sum, without interest, on the day after such six month period elapses, with the balance paid thereafter on the original schedule. To the extent that an Award constitutes “deferred compensation” under Code Section 409A (i) provides for payment upon the recipient’s termination of employment as an Employee or cessation of service as a service provider that is not an Employee, such Award shall be deemed to require payment upon the individual’s “separation from service” within the meaning of Code Section 409A; or (ii) provides for payment because of the occurrence of a Corporate Transaction, then such payment shall not be made unless such Corporate Transaction also constitutes a “change in ownership”, “change in effective control” or “change in ownership of a substantial portion of the Company’s assets” within the meaning of Code Section 409A, and any payment that would have been made except for the application of the preceding clause shall be made in accordance with the payment schedule that would have applied in the absence of a Corporate Transaction.

SECTION 16. EFFECTIVE DATE, DURATION AND AMENDMENTS.

(a) Effective Date . The Plan shall become effective upon the closing of the Company’s initial public offering of the Common Stock pursuant to a registration statement on Form S-1 filed with the SEC, following its adoption by the Board and approval by the Company’s shareholders. Prior to such shareholder approval, the Committee may grant Awards conditioned on shareholder approval, but no Shares may be issued or delivered pursuant to any such Award until the Company’s shareholders have approved the Plan. If such shareholder approval is not obtained at or before the first annual meeting of shareholders to occur after the adoption of the Plan by the Board, the Plan and any Awards made thereunder shall terminate ab initio and be of no further force and effect.

(b) Term of the Plan . The Plan shall terminate on June 22, 2025 and may be terminated on any earlier date pursuant to this SECTION 16.

(c) Effect of the Plan on Other Arrangements . Neither the adoption of the Plan by the Board or a Committee nor the submission of the Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board or any Committee to adopt such other incentive arrangements as it or they may deem desirable, including without limitation, the granting of restricted stock or stock options otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

(d) Right to Amend or Terminate the Plan . The Board may amend or terminate the Plan at any time and for any reason. The termination of the Plan, or any amendment thereof, shall not materially impair the rights or obligations of any Participant under any Award previously granted under the Plan without the Participant’s consent, or without provision of adequate compensation, as determined in the sole discretion of the Committee. No Awards shall be granted under the Plan after the Plan’s termination. An amendment of the Plan shall be subject to the approval of the Company’s shareholders only to the extent such approval is otherwise required by applicable laws, regulations or rules.

SECTION 17. GOVERNING LAW, INTERPRETATION OF PLAN AND AWARDS NOTICE.

(a) This Plan and all determinations made and actions taken pursuant hereto shall be governed by the substantive laws, but not the choice of law rules, of the state of Delaware.

(b) In the event that any provision of the Plan or any Award granted under the Plan is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of the terms of the Plan and/or Award shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.

(c) The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of the Plan, nor shall they affect its meaning, construction or effect.

(d) The terms of the Plan and any Award shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

(e) All questions arising under the Plan or under any Award shall be decided by the Committee in its total and absolute discretion.

(f) The Committee may determine that a claim made in connection with this Plan is subject to arbitration, as shall be provided in the applicable Award agreement.

(g) Any written notice to the Company required by any provisions of this Plan shall be addressed to the Secretary of the Company and shall be effective when received.

SECTION 18. POLICIES

Awards issued pursuant to this Plan shall be subject to applicable corporate policies, including, but not limited to any policies related to recoupment, insider trading, hedging or pledging, and stock ownership.

SECTION 19. UNFUNDED PLAN.

Insofar as it provides for Awards, the Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants who are granted equity-based Awards

under this Plan, any such accounts will be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets which may at any time be represented by Awards, nor shall this Plan be construed as providing for such segregation, nor shall the Company nor the Committee be deemed to be a trustee of Shares or cash to be awarded under the Plan. Any liability of the Company to any Participant with respect to an Award shall be based solely upon any contractual obligations which may be created by the Plan; no such obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. Neither the Company nor the Committee shall be required to give any security or bond for the performance of any obligation which may be created by this Plan.

SECTION 20. EXECUTION.

To record the adoption of the Plan by the Board, the Company has caused its duly authorized officer to execute this Plan on behalf of the Company.

NIVALIS THERAPEUTICS, INC.

By:	/s/ R. Michael Carruthers


Title:	Chief Financial Officer

Exhibit 4.5

Employee

4 year vest

NOTICE OF STOCK OPTION GRANT

NIVALIS THERAPEUTICS, INC. 2015 EQUITY INCENTIVE PLAN

You (“ you ” or “ Participant ”) have been awarded an Option to purchase Shares granted under the Nivalis Therapeutics, Inc. (the “ Company ”) 2015 Equity Incentive Plan (the “ Plan ”) and subject to the terms and conditions of the Plan, this Notice of Stock Option Grant (the “ Notice of Grant ”) and the attached Stock Option Agreement (the “ Option Agreement ”), including that you consent to electronic delivery as set forth in the Option Agreement. Unless otherwise defined herein, the terms defined in the Plan shall have the same meaning in this Notice of Grant and the attached Option Agreement.

Name:

Grant Number:

Date of Grant:
		[Nonqualified Stock Option or Incentive Stock Option]
Type of Option:

Vesting Commencement Date:

Total Number of Shares:

Exercise Price per Share:

Expiration Date:

Vesting Schedule:		Subject to the limitations set forth in this Notice of Grant, the Plan and the Option Agreement, and so long as your Service continues, the Shares shall vest as follows: No Shares shall vest prior to the one year anniversary of the Vesting Commencement Date, then twenty-five percent (25%) of the Shares shall vest on the one year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48 th ) of the Shares will vest on each one month anniversary thereafter, such that the Shares shall fully vest on the fourth anniversary of the Vesting Commencement Date. On the vesting dates, the number of Shares vested shall be rounded down to the next whole number of Shares.

Additional Terms:

By the signatures below, you and the Company agree that this Option is subject to the Plan and Option Agreement, including all attached exhibits and documents incorporated by reference to both. In the event there is a conflict or inconsistency between any provision in this Notice and Option Agreement, and one or more provisions of the Plan, the Plan provision(s) will govern. You acknowledge receipt of copies of this Notice, the Option Agreement and the Plan, and you hereby accept this Option subject to all of the terms and conditions of the aforementioned documents. You acknowledge that the vesting of the Shares pursuant to this Notice of Grant is earned only by continuing Service as an Employee, Consultant or Director of the Company, unless the Committee determines otherwise in its discretion.

PARTICIPANT				NIVALIS THERAPEUTICS, INC.


Print Name:				Its:

Signature:				By:

STOCK OPTION AGREEMENT

NIVALIS THERAPEUTICS, INC. 2015 EQUITY INCENTIVE PLAN

[PARTICIPANT NAME] (“ Participant ”) has been granted an option to purchase Shares (the “ Option ”) by the Nivalis Therapeutics, Inc., a Delaware corporation (the “ Company ”). The Company and Participant entered into this Stock Option Agreement (this “ Agreement ”) as of [DATE] pursuant to the Nivalis Therapeutics, Inc. 2015 Equity Incentive Plan (the “ Plan ”). The Option is subject to the terms, restrictions and conditions of the Plan, the Notice of Stock Option Grant (“ Notice of Grant ”) and this Option Agreement. Unless otherwise defined herein, the terms defined in the Plan shall have the same meaning in this Option Agreement.

1. Grant of Option . Participant has been granted an Option for the number of Shares set forth in the Notice of Grant at the exercise price per Share set forth in the Notice of Grant (the “ Exercise Price ”). In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and conditions of the Plan shall prevail. If designated in the Notice of Grant as an Incentive Stock Option (“ ISO ”), this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this Option is intended to be an ISO, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it shall be treated as a Nonqualified Stock Option (“ NSO ”).

2. Termination Period .

(a) General Rule . If Participant’s Service terminates for any reason, the unvested portion of the Option shall be forfeited to the Company upon termination, and all rights Participant has to Shares subject to the unvested portion of this Option shall immediately terminate. Except as provided is this Section 2 and subject to the Plan, the Shares subject to the outstanding and vested portion of the Option Award may be exercised for three (3) months after Participant’s termination of Service. Notwithstanding the foregoing, in no event shall this Option be exercised later than the Expiration Date set forth in the Notice of Grant.

(b) Death; Disability . If Participant dies before Participant’s Service terminates, then the Participant’s beneficiary may exercise the outstanding and vested portion of this Option until six months after the date of Participant’s death. If Participant’s Service terminates due to Disability, then the Participant may exercise the outstanding and vested portion of this Option until six (6) months after the Participant’s termination date. Notwithstanding the foregoing, in no event shall this Option be exercised later than the Expiration Date set forth in the Notice of Grant.

(c) Cause . If Participant’s Service terminates for Cause, all Shares subject to this Option shall be forfeited to the Company upon termination, all rights Participant has under this Option shall immediately terminate, and this Option will expire on Participant’s termination date.

(d) Corporate Transaction . Notwithstanding Section 2(a), any unvested portion of the Option will become vested and exercisable if, within twelve (12) months following a Corporate Transaction, Participant’s employment is either terminated by the Company without Cause or Participant resigns for Good Reason. “ Good Reason ” means (i) the definition set for the in any employment agreement between the Participant and the Company, or (ii) if there is no such

employment agreement, or such agreement does not define Good Reason, (A) a ten percent (10%) or more reduction in Participant’s salary to which Participant has not consented; (B) a material diminution in Participant’s authority, duties or responsibilities without Participant’s consent (which shall not include a change in reporting obligations resulting from a Corporate Transaction); (C) a requirement by the Company, without Participant’s consent, that Participant’s primary work site be relocated to a site that is more than twenty five (25) miles away from Participant’s work site prior to the Corporate Transaction; or (D) any other action or inaction that constitutes a material breach by the Company of Participant’s employment agreement, if any. Notwithstanding the foregoing, a termination of Participant for Good Reason shall not have occurred unless (i) Participant gives written notice to the Company, of termination within thirty (30) days after Participant first becomes aware of the occurrence of the circumstances constituting Good Reason, specifying in reasonable detail the circumstances constituting Good Reason, (ii) the Company has failed within thirty (30) days after receipt of such notice to cure the circumstances constituting Good Reason, and (iii) Participant terminates employment within five (5) days after the Company’s cure period ends.

(e) No Notice . Participant is responsible for keeping track of these exercise periods following Participant’s termination of Service for any reason. The Company will not provide further notice of such periods. In no event shall this Option be exercised later than the Expiration Date set forth in the Notice of Grant.

(f) Occurrence of a Termination of Service . In case of any dispute as to whether Participant’s termination of Service has occurred, the Committee shall have sole discretion to determine whether such termination has occurred and the effective date of such termination.

3. Exercise of Option .

(a) Right to Exercise . This Option is exercisable during its term in accordance with the Vesting Schedule set forth in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement. In the event of Participant’s death, Disability, or other cessation of Service, the exercisability of the Option is governed by the applicable provisions of the Plan, the Notice of Grant and this Option Agreement. This Option may not be exercised for a fraction of a Share.

(b) Method of Exercise . This Option is exercisable by delivery of an exercise notice in a form specified by the Company (the “ Exercise Notice ”), which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “ Exercised Shares ”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be delivered in person, by mail, via electronic mail or facsimile or by other authorized method to the Secretary of the Company or other person designated by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of a fully executed Exercise Notice accompanied by the aggregate Exercise Price and any applicable tax withholding due upon exercise of the Option.

(c) Exercise by Another . If another person wants to exercise this Option after it has been transferred to him or her in compliance with this Option Agreement, that person must prove to the Company’s satisfaction that he or she is entitled to exercise this Option. That person must also complete the proper Exercise Notice form (as described above) and pay the Exercise Price (in a payment method described below) and any applicable tax withholding due upon exercise of the Option (as described below).

4. Method of Payment . Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at Participant’s election:

(a) Participant’s personal check, wire transfer, or a cashier’s check;

(b) certificates for shares of Company stock that Participant owns, along with any forms needed to effect a transfer of those shares to the Company; the value of the shares, determined as of the effective date of the Option exercise, will be applied to the aggregate Exercise Price. Instead of surrendering shares of Company stock, Participant may attest to the ownership of those shares on a form provided by the Company and have the same number of shares subtracted from the Option shares issued to Participant. However, Participant may not surrender, or attest to the ownership of, shares of Company stock in payment of the aggregate Exercise Price if Participant’s action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to this Option for financial reporting purposes;

(c) cashless exercise through irrevocable directions to a securities broker approved by the Company to sell all or part of the Shares covered by this Option and to deliver to the Company from the sale proceeds an amount sufficient to pay the aggregate Exercise Price and any withholding taxes. The balance of the sale proceeds, if any, will be delivered to Participant. The directions must be given by signing a special notice of exercise form provided by the Company; or

(d) other method authorized by the Company.

5. Non-Transferability of Option . Participant may not sell, transfer, assign, pledge, hypothecate or otherwise dispose of this Option, except as provided below, and any attempt to do so will immediately render this Option invalid. Participant may designate a beneficiary who will receive the vested and outstanding portion of this Option in the event of the Participant’s death. This Option may be transferred by will or by the laws of descent and distribution or court order and may be exercised during the lifetime of Participant only by Participant, Participant’s guardian, or legal representative. The Committee may, in its sole discretion, allow Participant to transfer this Option to Participant’s spouse or former spouse pursuant to a domestic relations order in settlement of marital property rights. The Committee will allow Participant to transfer this Option only if both Participant and the transferee(s) execute the forms prescribed by the Committee, which include the consent of the transferee(s) to be bound by this Option Agreement. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs and successors of Participant.

6. Tax Consequences . Participant should consult a tax advisor for tax consequences relating to this Option in the jurisdiction in which Participant are subject to tax. Participant should

consult a tax adviser before exercising the Option or disposing of the Shares acquired in exercising the Option.

(a) Exercising the Option . Participant will not be allowed to exercise this Option unless Participant makes arrangements acceptable to the Company to pay any withholding taxes that may be due as a result of the Option exercise.

(b) Notice of Disqualifying Disposition of ISO Shares . If Participant sells or otherwise disposes of any of the Shares acquired pursuant to an ISO on or before the later of (i) two years after the grant date, or (ii) one year after the exercise date, Participant shall immediately notify the Company in writing of such disposition. Participant agrees that he or she may be subject to income tax withholding by the Company on the compensation income recognized from such early disposition of ISO Shares by payment in cash or out of the current compensation paid to Participant.

7. Withholding Taxes and Stock Withholding . Regardless of any action the Company or Participant’s actual employer (the “ Employer ”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“ Tax-Related Items ”), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is and remains Participant’s responsibility and that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (b) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Participant’s liability for Tax-Related Items.

Prior to exercise of the Option, Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Participant authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by Participant from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer. With the Company’s consent, these arrangements may also include, if permissible under local law, (i) withholding Shares that otherwise would be issued to Participant when Participant exercises this Option, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amount, (ii) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization), or (iv) any other arrangement approved by the Company. The Fair Market Value of these Shares, determined as of the effective date of the Option exercise, will be applied as a credit against the withholding taxes. Finally, Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Participant’s participation in the Plan or Participant’s purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the Shares if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items as described in this Section.

8. Acknowledgement . The Company and Participant agree that the Option is granted under and governed by the Notice of Grant, this Option Agreement and by the provisions of the Plan (incorporated herein by reference). Participant: (a) acknowledges receipt of a copy of the Plan and the Plan prospectus, (b) represents that Participant have carefully read and are familiar with their provisions, (c) hereby accepts the Option subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice of Grant, and (d) acknowledges receipt of any policy incorporated by reference under Section 15 of this Option Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice of Grant and this Option Agreement.

9. Consent to Electronic Delivery of All Plan Documents and Disclosures . By Participant’s acceptance of this Option, Participant consents to the electronic delivery of the Notice of Grant, this Option Agreement, the Plan, account statements, Plan prospectuses required by the Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements) or other communications or information related to the Option. Electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other delivery determined at the Company’s discretion. Participant acknowledges that Participant may receive from the Company a paper copy of any documents delivered electronically at no cost if Participant contacts the Company by telephone, through a postal service or electronic mail at [insert email]. Participant further acknowledges that Participant will be provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, Participant understands that Participant must provide on request to the Company or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails. Also, Participant understands that Participant’s consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if Participant has provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service or electronic mail at [insert email]. Finally, Participant understands that Participant is not required to consent to electronic delivery.

10. Entire Agreement; Enforcement of Rights . This Option Agreement, the Plan and the Notice of Grant constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Except for applicable terms in a current and outstanding employment agreement by and between Participant and the Employer, any prior agreements, commitments or negotiations concerning the Option are superseded. No modification of or amendment to this Option Agreement, nor any waiver of any rights under this Option Agreement, shall be effective unless in writing and signed by the parties to this Option Agreement. The failure by either party to enforce any rights under this Option Agreement shall not be construed as a waiver of any rights of such party.

11. Compliance with Laws and Regulations . The Company will not permit anyone to exercise this Option if the issuance of shares at that time would violate any law or regulation, including without limitation all applicable state, federal and foreign laws and regulations and all applicable requirements of any stock exchange or automated quotation system on which the Company’s Common Stock may be listed or quoted at the time of such issuance or transfer. The

Shares issued pursuant to this Option Agreement shall be endorsed with appropriate legends, if any, determined by the Company.

12. Governing Law; Severability . This Option Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from the Plan, the Notice of Grant and this Option Agreement, the parties hereby submit and consent to litigation in the exclusive jurisdiction of the State of Colorado and agree that any such litigation shall be conducted only in the courts of Colorado or the federal courts of the United States for the District of Colorado and no other courts. If one or more provisions of this Option Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Option Agreement, (b) the balance of this Option Agreement shall be interpreted as if such provision were so excluded and (c) the balance of this Option Agreement shall be enforceable in accordance with its terms.

13. No Rights as Employee, Consultant or Director . Subject to applicable law, nothing in this Option Agreement shall affect in any manner whatsoever the right or power of the Company, or a Parent or Subsidiary of the Company, to terminate Participant’s Service, for any reason, with or without Cause.

14. Lock-Up Agreement . In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Participant hereby agrees not to sell, make any short sale of, loan, grant any Option for the purchase of, or otherwise dispose of any securities of the Company however and whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering; provided however that, if during the last seventeen (17) days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section shall continue to apply until the end of the third trading day following the expiration of the fifteen (15)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond two hundred sixteen (216) days after the effective date of the registration statement.

15. Award Subject to Company Policies . To the extent permitted by applicable law, the Option and any Shares issued under the Option shall be subject to the following Company policies, which are incorporated herein by reference: the Company’s Insider Trading Policy and the Company’s Incentive-Based Compensation Recoupment Policy.

16. Notices . Any written notice to the Company required by any provisions of the Plan or this Option Agreement shall be addressed as follows, and shall be effective when received:

Chief Financial Officer

c/o Nivalis Therapeutices, Inc.

3122 Sterling Circle, Suite 200

Boulder, CO 80301.

Any written notice to the Participant required by any provision of this Plan or the applicable Award Agreement shall be addressed to the Participant at the address on record with the Company’s Human Resources department. Notice shall be sent to either party prepaid by certified or registered mail or overnight courier, or delivered in person.

BY ACCEPTING THE OPTION, PARTICIPANT AGREES TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

Exhibit 4.6

Non-Employee Director

NOTICE OF STOCK OPTION GRANT

NIVALIS THERAPEUTICS, INC. 2015 EQUITY INCENTIVE PLAN

Name:

Grant Number:

Date of Grant:

Type of Option:		Nonqualified Stock Option

Vesting Commencement Date:

Total Number of Shares:

Exercise Price per Share:

Expiration Date:

Vesting Schedule:		Subject to the limitations set forth in this Notice of Grant, the Plan and the Option Agreement, and so long as your Service continues, the Shares shall vest as follows: [INITIAL GRANT: One thirty-sixth (1/36 th ) of the Total Number of Shares will vest on each one month anniversary of the Vesting Commencement Date, such that the Shares shall fully vest on the third anniversary of the Vesting Commencement Date.] [ANNUAL GRANT: One twelfth (1/12 th ) of the Total Number of Shares will vest on each one month anniversary of the Vesting Commencement Date, such that the Shares shall fully vest on one year anniversary of the Vesting Commencement Date.] On the vesting dates, the number of Shares vested shall be rounded down to the next whole number of Shares.

Additional Terms:

By the signatures below, you and the Company agree that this Option is subject to the Plan and Option Agreement, including all attached exhibits and documents incorporated by reference to both. In the event there is a conflict or inconsistency between any provision in this Notice and Option Agreement, and one or more provisions of the Plan, the Plan provision(s) will govern. You acknowledge receipt of copies of this Notice, the Option Agreement and the Plan, and you hereby accept this Option subject to all of the terms and conditions of the aforementioned documents. You acknowledge that the vesting of the Shares pursuant to this Notice of Grant is earned only by continuing Service as an Non-Employee Director of the Company, unless the Board determines otherwise in its discretion.

PARTICIPANT			NIVALIS THERAPEUTICS, INC.

Print Name:			Its:

Signature:			By:

STOCK OPTION AGREEMENT

NIVALIS THERAPEUTICS, INC. 2015 EQUITY INCENTIVE PLAN

2. Termination Period .

(d) Corporate Transaction . Notwithstanding Section 2(a), any unvested portion of the Option will become fully vested and exercisable immediately prior to the consummation of a Corporate Transaction.

(f) Occurrence of a Termination of Service . In case of any dispute as to whether Participant’s termination of Service has occurred, the Board shall have sole discretion to determine whether such termination has occurred and the effective date of such termination.

3. Exercise of Option .

4. Method of Payment . Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at Participant’s election:

(a) Participant’s personal check, wire transfer, or a cashier’s check;

the ownership of, shares of Company stock in payment of the aggregate Exercise Price if Participant’s action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to this Option for financial reporting purposes;

(d) other method authorized by the Company.

6. Tax Consequences . Participant should consult a tax advisor for tax consequences relating to this Option in the jurisdiction in which Participant are subject to tax. Participant should consult a tax adviser before exercising the Option or disposing of the Shares acquired in exercising the Option.

Items ”), Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by Participant is and remains Participant’s responsibility and that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (b) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Participant’s liability for Tax-Related Items.

8. Acknowledgement . The Company and Participant agree that the Option is granted under and governed by the Notice of Grant, this Option Agreement and by the provisions of the Plan (incorporated herein by reference). Participant: (a) acknowledges receipt of a copy of the Plan and the Plan prospectus, (b) represents that Participant have carefully read and are familiar with their provisions, (c) hereby accepts the Option subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice of Grant, and (d) acknowledges receipt of a copy of the Company’s Insider Trading Policy. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice of Grant and the Agreement.

e-mail or such other delivery determined at the Company’s discretion. Participant acknowledges that Participant may receive from the Company a paper copy of any documents delivered electronically at no cost if Participant contacts the Company by telephone, through a postal service or electronic mail at [insert email]. Participant further acknowledges that Participant will be provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, Participant understands that Participant must provide on request to the Company or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails. Also, Participant understands that Participant’s consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if Participant has provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service or electronic mail at [insert email]. Finally, Participant understands that Participant is not required to consent to electronic delivery.

10. Entire Agreement; Enforcement of Rights . This Option Agreement, the Plan and the Notice of Grant constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning the Option are superseded. No modification of or amendment to this Option Agreement, nor any waiver of any rights under this Option Agreement, shall be effective unless in writing and signed by the parties to this Option Agreement. The failure by either party to enforce any rights under this Option Agreement shall not be construed as a waiver of any rights of such party.

13. No Rights as Employee, Consultant or Director . Subject to applicable law, nothing in this Option Agreement shall affect in any manner whatsoever the right or power of the Company, or

a Parent or Subsidiary of the Company, to terminate Participant’s Service, for any reason, with or without Cause.

16. Notices . Any written notice to the Company required by any provisions of the Plan or this Option Agreement shall be addressed as follows, and shall be effective when received:

Chief Financial Officer

c/o Nivalis Therapeutices, Inc.

3122 Sterling Circle, Suite 200

Boulder, CO 80301.

Any written notice to the Participant required by any provision of this Plan or the applicable Award Agreement shall be addressed to the Participant at the address on record with the Secretary of the Company. Notice shall be sent to either party prepaid by certified or registered mail or overnight courier, or delivered in person.

BY ACCEPTING THE OPTION, PARTICIPANT AGREES TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

Exhibit 4.7

NIVALIS THERAPEUTICS, INC.

EMPLOYEE STOCK PURCHASE PLAN

ARTICLE I: PURPOSE AND SCOPE OF THE PLAN

1.1. Purpose and Scope . The purpose of the Nivalis Therapeutics, Inc. Employee Stock Purchase Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to acquire a proprietary interest in the Company through the purchase of shares of Common Stock. The Company intends that the Plan qualify as an “employee stock purchase plan” under Section 423 of the Code and the Plan shall be interpreted in a manner that is consistent with that intent.

ARTICLE II : DEFINITIONS

Whenever the following terms are used in the Plan, they shall have the meaning specified below unless the context clearly indicates to the contrary. The singular pronoun shall include the plural where the context so indicates.

2.1. “ Administrator ” shall mean the Committee, or such individuals to which authority to provide administrative services under this Plan has been delegated under Section 7.1 hereof.

2.2. “ Board ” shall mean the Board of Directors of the Company.

2.3. “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

2.4. “ Committee ” shall mean the Compensation Committee of the Board.

2.5. “ Common Stock ” shall mean the common stock of the Company.

2.6. “ Company ” shall mean Nivalis Therapeutics, Inc., a Delaware corporations, including any successor thereto.

2.7. “ Compensation ” shall mean the regular straight-time earnings or base salary, bonuses and commissions paid to an Employee from the Company as compensation for services to the Company or any Designated Subsidiary, before deduction for any salary deferral contributions made by the Employee to any tax-qualified or nonqualified deferred compensation plan, including overtime, vacation pay, holiday pay, jury duty pay, funeral leave pay, paid time off, military pay, but excluding education or tuition reimbursements, imputed income arising under any group insurance or benefit program, travel expenses, business and moving reimbursements, income received in connection with any stock options, restricted stock, restricted stock units or other compensatory equity awards, and any contributions made by the Company to any employee benefit plan.

2.8. “ Designated Subsidiary ” shall mean each Subsidiary that has been designated by the Committee from time to time in its sole discretion as eligible to participate in the Plan.

2.9. “ Effective Date ” shall mean the date this Plan is adopted by the Board, provided that the Plan is approved by the Company’s shareholders within twelve (12) months of such adoption by the Board.

2.10. “ Eligible Employee ” shall mean an Employee who (a) who customarily works at least twenty (20) hours per week and is customarily employed for more than five (5) months in a calendar year. Notwithstanding the foregoing, the Committee may exclude from participation in the Plan any Employee that is a “highly compensated employee” of the Company or any Designated Subsidiary (within the meaning of Section 414(q) of the Code), or a sub-set of such highly compensated employees.

2.11. “ Employee ” shall mean any person who renders services to the Company or a Designated Subsidiary as an “employee” within the meaning of Section 3401(c) of the Code pursuant to an employment relationship with such employer. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on military leave, sick leave or other leave of absence approved by the Company or Designated Subsidiary that meets the requirements of Treasury Regulation Section 1.421-1(h)(2). Where the period of leave exceeds three (3) months, or such other period specified in Treasury Regulation Section 1.421-1(h)(2), and the individual’s right to re-employment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three (3)-month period, or such other period specified in Treasury Regulation Section 1.421-1(h)(2).

2.12. “ Exercise Date ” shall mean the last Trading Day of each Offering Period, except as provided in Section 5.2 hereof.

2.13. “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

2.14. “ Fair Market Value ” shall mean the closing sales price for a share of Common Stock as quoted on any established securities exchange (such as the New York Stock Exchange, the NASDAQ Global Market and the NASDAQ Global Select Market) for such date or, if there is no closing sales price for a share of Common Stock on the date in question, the closing sales price for a share of Stock on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable. If the Common Stock is not listed on a national securities exchange, Fair Market Value shall be determined by the Administrator in its good faith discretion.

2.15. “ Grant Date ” shall mean the first Trading Day of an Offering Period.

2.16. “ Offering Period ” shall mean, unless otherwise determined by the Committee, a period of six months commencing on such date or dates as the Committee determines; provided, that, pursuant to Section 5, the Committee may change the duration of future Offering Periods (subject to a maximum Offering Period of twenty-seven (27) months) and/or the start and end dates of future Offering Periods.

2.17. “ Option ” shall mean the right to purchase shares of Common Stock pursuant to the Plan during each Offering Period.

2.18. “ Option Price ” shall mean eighty-five percent (85%) of the lesser of the Fair Market Value of a share of Common Stock on (a) the applicable Grant Date and (b) the applicable Exercise Date; provided that in no event shall the Option Price per share of Common Stock be less than the par value per share of the Common Stock.

2.19. “ Parent ” means any entity that is a parent corporation of the Company within the meaning of Section 424 of the Code and the regulations promulgated thereunder.

2.20. “ Participant ” shall mean any Eligible Employee who elects to participate in the Plan.

2.21. “ Plan ” shall mean the Nivalis Therapeutics, Inc. Employee Stock Purchase Plan, as amended from time to time.

2.22. “ Plan Account ” shall mean a bookkeeping account established and maintained by the Company in the name of each Participant.

2.23. “ Subsidiary ” shall mean any entity that is a subsidiary corporation of the Company within the meaning of Section 424 of the Code and the regulations promulgated thereunder.

2.24. “ Trading Day ” shall mean a day on which the principal securities exchange on which the Common Stock is listed is open for trading or, if the Common Stock is not listed on a securities exchange, shall mean a business day, as determined by the Administrator in good faith.

ARTICLE III: PARTICIPATION

3.1. Eligibility .

(a) Any Eligible Employee employed by the Company or a Designated Subsidiary on the first day of an Offering Period shall be eligible to participate in the Plan during such Offering Period, subject to the requirements of Articles IV and V hereof, and the requirements of Section 423 of the Code.

(b) Notwithstanding any provision of the Plan to the contrary, no Eligible Employee shall be granted an Option under the Plan (i) to the extent that, immediately after the grant of the Option, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or any Parent or Subsidiary and/or hold outstanding options to purchase stock possessing 5% or more of the total combined voting power or value of all classes of the capital stock of the Company or any Parent or any Subsidiary, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans of the Company or any Parent or Subsidiary accrues at a rate that exceeds $25,000 of the Fair Market Value of such stock (determined at the time the option is granted) for each calendar year in which such Option is outstanding at any time, as determined in accordance with Section 423 of the Code and the regulations promulgated thereunder.

3.2. Election to Participate; Payroll Deductions .

(a) An Eligible Employee may become a Participant in the Plan by properly competing a payroll deduction authorization and submitting it to the Company, in accordance with the enrollment procedures established by the Administrator, in its sole discretion. By submitting a payroll deduction authorization, the Eligible Employee authorizes payroll deductions not to exceed 15% of the Participant’s Compensation. Amounts deducted from a Participant’s Compensation with respect to an Offering Period shall be credited to the Participant’s Plan Account.

(b) During an Offering Period, a Participant may decrease the amount deducted from such Participant’s Compensation only once. To make such a change, the Participant must submit a new payroll deduction authorization authorizing the new rate of payroll deductions at least ten (10) calendar days before the Exercise Date for such Offering Period. A Participant may not increase the amount deducted from such Participant’s Compensation during an Offering Period.

(c) Notwithstanding the foregoing, upon the termination of an Offering Period, each Participant in such Offering Period shall automatically participate in the immediately following Offering Period at the same payroll deduction percentage as in effect at the termination of the prior Offering Period, unless such Participant delivers to the Company a new payroll deduction authorization, or unless such Participant becomes ineligible for participation in the Plan.

(d) No payroll deduction authorization shall become binding upon the Company until it has been accepted by the Administrator. The Administrator shall have the right, in its sole discretion, to reject any payroll deduction authorization that (i) does not comply with the requirements of this Plan or the deadlines, forms or procedures developed by the Administrator or (ii) is submitted by a person who is not an Eligible Employee or whose status as Eligible Employee is suspended or revoked. Such rejection may be effected by not making payroll deductions under this Plan or, if such deductions have been made, by refunding such amounts without interest. The rejection of a payroll deduction authorization for one or more Offering Periods shall not affect the ability or right of the Administrator to accept or reject a payroll deduction authorization for any subsequent Offering Period.

ARTICLE IV: PURCHASE OF SHARES

4.1. Grant of Option . Each Participant shall be granted an Option with respect to an Offering Period on the applicable Grant Date. Subject to adjustment in accordance with Sections 5.2 and 5.3 hereof and the limitations of Section 3.1(b) hereof, the number of shares of Common Stock subject to a Participant’s Option shall be determined by dividing (a) the amount in the Participant’s Plan Account on such Exercise Date by (b) the applicable Option Price; provided that in no event shall a Participant be permitted to purchase during each Offering Period more than 25,000 shares of Common Stock. The Committee may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of Common Stock that a Participant may purchase during such future Offering Periods.

4.2. Purchase of Shares .

(a) On the applicable Exercise Date for an Offering Period, each Participant shall automatically and without any action on such Participant’s part be deemed to have exercised his or her Option to purchase at the applicable per share Option Price the largest number of whole shares of Common Stock which can be purchased with the amount in the Participant’s Plan Account. Any balance less than the per share Option Price that is remaining in the Participant’s Plan Account (after exercise of such Participant’s Option) shall be carried forward to the next Offering Period, unless the Participant has elected to withdraw from the Plan pursuant to Section 6.1 hereof or, pursuant to Section 6.2 hereof, such Participant has ceased to be an Eligible Employee. Any balance not carried forward to the next Offering Period in accordance with the prior sentence promptly shall be refunded to the applicable Participant. As soon as practicable following the applicable Exercise Date, the number of shares of Common Stock purchased by such Participant shall be delivered (either in share certificate or book entry form), in the Company’s sole discretion, to either (i) the Participant or (ii) an account established in the Participant’s name at a stock brokerage or other financial services firm designated by the Company.

(b) If the Company is prevented by applicable securities laws from selling stock as of any date, no purchase shall be made on such date and Options shall remain in effect unless withdrawn and the purchases shall occur as soon as practicable after the Administrator determines that restrictions preventing the sale of stock have been removed or otherwise cease to exist; provided, that such Options shall expire and may not be exercised after the expiration of the twenty-seven (27) month period starting on the Grant Date applicable to such Options.

4.3. Transferability of Rights . An Option granted under the Plan shall not be transferable, other than by will or the applicable laws of descent and distribution, and is exercisable during the Participant’s lifetime only by the Participant. No option or interest or right to the Option shall be available to pay off any debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempt at disposition of the option shall have no effect.

ARTICLE V: COMMON STOCK

5.1. Common Stock Reserved . Subject to adjustment as provided in Section 5.2 hereof, the maximum number of shares of Common Stock that shall be made available for sale under the Plan shall be 231,800. Shares of Common Stock made available for sale under the Plan may be authorized but unissued shares, treasury shares of Common Stock, or reacquired shares reserved for issuance under the Plan.

5.2. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Corporate Transaction .

(a) Changes in Capitalization . In the event that any dividend or other distribution (whether in the form of cash, Common Stock, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, or other change in the Company’s structure affecting the Common Stock occurs, then in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, the Committee will, in such manner as it deems equitable, adjust the number of shares and class of Common Stock that may be delivered under the Plan, the Option Price and the number of shares of Common Stock covered by each outstanding option under the Plan, and the numerical limits of Sections 4.1 and 5.1 hereof.

(b) Dissolution or Liquidation . In the event of the proposed dissolution or liquidation of the Company, the Offering Period then in progress shall be shortened by setting a new Exercise Date, and the Offering Period shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Committee. The new Exercise Date shall be before the date of the Company’s proposed dissolution or liquidation. At least ten (10) days before the new Exercise Date, the Administrator will provide each Participant with written notice, which may be electronic, of the new Exercise Date and that the Participant’s option will be exercised automatically on such date, unless before such time, such Participant has withdrawn from the Plan pursuant to Section 6.1 hereof or, has ceased to be an Eligible Employee pursuant to Section 6.2 hereof.

(c) Corporate Transaction . In the event of the occurrence of a merger, consolidation, acquisition of property or stock, separation, reorganization or other corporate event described in Section 424 of the Code with respect to the Company, each outstanding Option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Option, any Offering Periods then in progress shall be shortened by setting a new Exercise Date on which the Offering Period will end. The new Exercise Date shall be before the date of the Company’s proposed sale or merger. At least ten (10) days before the new Exercise Date, the Administrator will provide each Participant with written notice, which may be electronic, of the new Exercise Date and that the Participant’s option will be exercised automatically on such date, unless before such time, such Participant has withdrawn from the Plan pursuant to Section 6.1 hereof or, has ceased to be an Eligible Employee pursuant to Section 6.2 hereof.

5.3. Insufficient Shares . If the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with respect to which Options are to be exercised would exceed the number of shares of Common Stock remaining available for sale under the Plan on such Exercise Date, the Administrator shall make a pro rata allocation of the shares of Common Stock available for issuance on such Exercise Date in as uniform a manner as shall be practicable and as the Administrator shall determine in its sole discretion to be equitable among Participants exercising Options on such Exercise Date, and unless additional shares are authorized for issuance under the Plan, no further Offering Periods shall take place and the Plan

shall terminate. If an Offering Period is so terminated, then the balance of the amount credited to the Participant’s Plan Account which has not been applied to the purchase of shares of Common Stock shall be paid to such Participant in one lump sum in cash within thirty (30) days after such Exercise Date, without any interest thereon.

5.4. Rights as Stockholders . With respect to shares of Common Stock subject to an Option, a Participant shall not be deemed to be a stockholder of the Company and shall not have any of the rights or privileges of a stockholder. A Participant shall have the rights and privileges of a stockholder of the Company when, but not until, shares of Common Stock have been deposited in the designated brokerage account following exercise of his or her Option.

ARTICLE VI: TERMINATION OF PARTICIPATION

6.1. Cessation of Contributions; Voluntary Withdrawal . A Participant may elect to withdraw from the Plan by delivering written notice of such election to the Administrator in such form and at such time prior to the Exercise Date for the then-current Offering Period as may be established by the Administrator. A Participant electing to withdraw from the Plan will be paid all amounts then credited to the Participant’s Plan Account in a lump-sum payment in cash, without interest, within thirty (30) days after such election is received by the Administrator. Upon such election, the Participant shall cease to participate in the Plan and the Participant’s Option for such Offering Period shall automatically terminate. If a Participant withdraws from the Offering Period, payroll deductions will not resume at the beginning of the succeeding Offering Period, unless the Participant re-enrolls in the Plan in accordance with the provisions of Article 3.

6.2. Termination of Eligibility . Upon a Participant’s ceasing to be an Eligible Employee, for any reason, such Participant’s Option for the applicable Offering Period shall automatically terminate, he or she shall be deemed to have elected to withdraw from the Plan, and such Participant’s Plan Account shall be paid to such Participant or, in the case of his or her death, to the person or persons entitled thereto pursuant to applicable law, within thirty (30) days after such cessation of being an Eligible Employee, without any interest thereon.

ARTICLE VII : GENERAL PROVISIONS

7.1. Administration . The Plan shall be administered by the Committee. The Committee may delegate administrative tasks under the Plan to the Administrator to assist in the administration of the Plan, including establishing and maintaining an individual securities account under the Plan for each Participant. The Board may at any time and from time to time exercise any and all rights and duties of the Committee or the Administrator under the Plan.

It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with the provisions of the Plan. The Administrator shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) To establish Offering Periods;

(ii) To determine when and how Options shall be granted and the provisions and terms of each Offering Period (which need not be identical);

(iii) To select Designated Subsidiaries;

(iv) To develop such forms and procedures as the Administrator in its discretion deems necessary or helpful to the orderly administration of this Plan;

(v) To construe and interpret the Plan, the terms of any Offering Period and the terms of the Options and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. The Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, any Offering Period or any Option, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effect, subject to Section 423 of the Code and the regulations promulgated thereunder; and

(vi) To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by individuals who are foreign nationals or employed outside the United States.

All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Board, the Committee or the Administrator shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the options, and all members of the Board, the Committee and the Administrator shall be fully protected by the Company in respect to any such action, determination, or interpretation.

7.2. Reports . Individual accounts shall be maintained by the Administrator for each Participant in the Plan. Statements of Plan Accounts shall be given by the Administrator to Participants at least annually, which statements shall set forth the amounts of payroll deductions, the Option Price, the number of shares purchased and the remaining cash balance, if any.

7.3. No Right to Employment . Nothing in the Plan shall be construed to give any person (including any Participant) the right to remain in the employ of the Company, a Parent or a Subsidiary or to affect the right of the Company, any Parent or any Subsidiary to terminate the employment of any person (including any Participant) at any time, with or without cause, which right is expressly reserved.

7.4. Amendment and Termination of the Plan .

(a) The Board may, in its sole discretion, amend, suspend or terminate the Plan at any time and for any reason; provided, however, that without approval of the Company’s stockholders given within twelve (12) months before or after action by the Board, the Plan may not be amended (i) to increase the maximum number of shares of Common Stock subject to the Plan, (ii) to change the designation or class of Eligible Employees, or (iii) in any manner that would cause the Plan to no longer be an “employee stock purchase plan” within the meaning of Section 423(b) of the Code.

(b) In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, to the extent permitted under Section 423 of the Code, in its discretion and, to the extent necessary or

desirable, modify or amend the Plan to reduce or eliminate such accounting consequence. Such modifications or amendments shall not require stockholder approval or the consent of any Participant.

(c) If the Plan is terminated, the Administrator may elect to terminate all outstanding Offering Periods either immediately or once shares of Common Stock have been purchased on the next Exercise Date (which may, in the discretion of the Administrator, be accelerated). If any Offering Period is terminated before its scheduled expiration, all amounts that have not been used to purchase shares of Common Stock will be returned to Participants (without interest, except as otherwise required by law) as soon as administratively practicable.

7.5. Use of Funds; No Interest Paid . All funds received by the Company by reason of purchase of Common Stock under the Plan shall be included in the general funds of the Company free of any trust or other restriction and may be used for any corporate purpose to the extent permitted by applicable law. No interest shall be paid to any Participant or credited under the Plan.

7.6. Approval by Stockholders . No Option may be granted during any period of suspension of the Plan or after termination of the Plan. The Plan shall be submitted for the approval of the Company’s stockholders within twelve (12) months before or after the date of the Board’s adoption of the Plan. Options may be granted prior to such stockholder approval; provided, however, that such Options shall not be exercisable prior to the time when the Plan is approved by the stockholders; provided, further that if such approval has not been obtained by the end of said twelve (12)-month period, all Options previously granted under the Plan shall thereupon terminate and be canceled and become null and void without being exercised.

7.7. Conformity to Securities Laws . Notwithstanding any other provision of the Plan, the Plan and the participation in the Plan by any individual who is then subject to Section 16 of the Exchange Act shall be subject to any additional limitations set forth in any applicable exemption rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemption. To the extent permitted by applicable law, the Plan shall be deemed amended to the extent necessary to conform to such applicable exemption.

7.8. Notice of Disposition of Shares . Each Participant shall give the Company prompt written notice of any disposition or other transfer of any shares of Common Stock, acquired pursuant to the exercise of an Option, if such disposition or transfer is made (a) within two (2) years after the applicable Grant Date or (b) within one (1) year after the transfer of such shares of Common Stock to such Participant upon exercise of such Option. The Company may direct that any certificates evidencing shares acquired pursuant to the Plan refer to such requirement.

7.9. Tax Withholding . The Company or any Parent or any Subsidiary shall be entitled to require payment in cash or deduction from other compensation payable to each Participant of any sums required by federal, state or local tax law to be withheld with respect to any purchase of shares of Common Stock under the Plan or any sale of such shares.

7.10. Governing Law . The Plan and all rights and obligations thereunder shall be construed and enforced in accordance with the laws of the State of Delaware.

7.11. Conditions To Issuance of Shares . Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries evidencing shares of Common Stock pursuant to the exercise of an Option by a Participant, unless and until the Board or the Administrator has determined, with advice of counsel, that the issuance of such shares of Common Stock is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any securities exchange or automated quotation system on which the shares of Common Stock are listed or traded, and the shares of Common Stock are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Board or the Administrator may require that a Participant make such reasonable covenants, agreements, and representations as the Board or the Administrator, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements. All certificates for shares of Common Stock delivered pursuant to the Plan and all shares of Common Stock issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state, or foreign securities or other laws, rules and regulations and the rules of any securities exchange or automated quotation system on which the shares of Common Stock are listed, quoted, or traded. The Administrator may place legends on any certificate or book entry evidencing shares of Common Stock to reference restrictions applicable to the shares of Common Stock. The Administrator shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement, distribution or exercise of any Option, including a window-period limitation, as may be imposed in the sole discretion of the Administrator. Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by any applicable law, rule or regulation, the Company may, in lieu of delivering to any Participant certificates evidencing shares of Common Stock issued in connection with any Option, record the issuance of shares of Common Stock in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).

7.12. Equal Rights and Privileges . All Eligible Employees of the Company (or of any Designated Subsidiary) shall have equal rights and privileges under this Plan to the extent required under Section 423 of the Code or the regulations promulgated thereunder so that this Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 of the Code or the regulations promulgated thereunder. Any provision of this Plan that is inconsistent with Section 423 of the Code or the regulations promulgated thereunder shall, without further act or amendment by the Company or the Board, be reformed to comply with the equal rights and privileges requirement of Section 423 of the Code or the regulations promulgated thereunder.

7.13. Limitation on Liability . Neither the Company nor any affiliate or anyone acting on the behalf of the Company or an affiliate shall be responsible in whole or in part for any act done in good faith or any good faith omission to act. Without limiting the first sentence, such entities shall not be responsible for any prices at which shares of Stock are purchased or sold, the time at which any purchase or sale is made under this Plan, or the change in value of any class of stock of the Company.

7.14. Plan Document Controls . In the event of any conflict between the provisions of this Plan and any other document or communication, this Plan shall control, and the conflicting provisions of such other document or communication shall be null and void ab initio.

7.15. Severability . In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

Exhibit 4.9

NIVALIS THERAPEUTICS, INC.

(formerly known as N30 Pharmaceuticals, Inc.)

2012 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT

Nivalis Therapeutics, Inc. (formerly known as N30 Pharmaceuticals, Inc.) (the “ Company ”) hereby grants to the Grantee listed below (the “ Grantee ”) an option (the “ Option ”) to purchase the number shares of Common Stock (“ Stock ”) of the Company set forth below, subject to the terms and conditions of the Plan and this Stock Option Agreement (the “ Option Agreement ”) including the Exhibits attached hereto, as follows:

Grantee:

Grant Date:

Total Shares of Stock Subject to Option:

Exercise Price Per Share of Stock:

Type of Option (check one):	[ ] Incentive Option	[ ] Nonqualified Option

Vesting Commencement Date:

Option Vesting Schedule: A portion of the Option equal to twenty-five percent (25%) of the shares of Stock subject to the Option (rounded down to the next whole number of shares) shall vest on the first anniversary of the Vesting Commencement Date and 1/48th of the shares of Stock subject to the Option shall vest monthly thereafter so that one hundred percent (100%) of the shares of Stock subject to the Option are vested on the fourth anniversary of the Vesting Commencement Date, so long as the Grantee’s Continuous Service Status has not terminated at each such vesting date (unless otherwise determined by the Committee).

By their signatures below, the Company and the Grantee agree that the Option is subject to this Option Agreement, including all the Exhibits attached hereto and incorporated herein, and the provisions of the Plan. In the event there is a conflict or inconsistency between any provision in this Option Agreement and one or more provisions of the Plan, the provisions of the Plan shall govern. Capitalized terms used in this Option Agreement that are not otherwise defined herein shall have the same meanings as defined in the Plan. The Grantee acknowledges receipt of copies of both this Option Agreement (including all applicable Exhibits) and the Plan, and hereby accepts the Option subject to all of their terms and conditions.

GRANTEE	COMPANY

[NAME]	NIVALIS THERAPEUTICS, INC.

	By:
Signature		Name:		R. Michael Carruthers
		Title:		Chief Financial Officer

Date	Address:		3122 Sterling Circle, Suite 200
			Boulder, CO 80301

Address
	Date:

EXHIBIT A

NIVALIS THERAPEUTICS, INC.

(formerly known as N30 Pharmaceuticals, Inc.)

2012 STOCK INCENTIVE PLAN

TERMS AND CONDITIONS OF OPTION

The terms and conditions set forth in this Exhibit A constitute part of the Option Agreement.

1. Grant of Option . The Company has granted to the Grantee an Option to purchase all or any portion of the number of shares of Stock at the Exercise Price per share stated on the first page of this Option Agreement. If the box marked “Incentive Option” on the first page hereof is checked, then this Option is intended to qualify as an “incentive stock option” as defined in Section 422 of the Internal Revenue Code of l986, as amended (the “ Code ”). If this Option fails in whole or in part to qualify as an incentive stock option, or if the box marked “Nonqualified Option” on the first page hereof is checked, then this Option shall to that extent constitute a nonqualified stock option.

2. Terms and Conditions . It is understood and agreed that the Option evidenced hereby is subject to the following terms and conditions:

(a) Expiration Date . The Option shall expire ten (10) years after the Grant Date indicated on the first page of this Option Agreement, provided that if the Option is designated as an Incentive Option and the Grantee is a 10% Shareholder, the Option will expire five (5) years after such Grant Date.

(b) Vesting of Options . This Option shall vest and become exercisable as set forth on the first page of this Option Agreement. No portion of the Option shall vest after the date that Grantee’s Continuous Service Status (as defined below) terminates for any reason (the “ Termination Date ”), but this Option shall continue to be exercisable in accordance with Section 2(f) below with respect to that number of shares of Stock that have vested as of Grantee’s Termination Date. For purposes of this Option Agreement, “ Continuous Service Status ” means the absence of any interruption or termination of service as an employee, a member of the Board, or a consultant of the Company. Continuous Service Status shall not be considered interrupted or terminated in the case of (1) Company approved sick leave; (2) military leave; or (3) any other bona fide leave of absence approved by the Company, provided that such leave is not for a period in excess of ninety (90) days, unless reemployment is guaranteed by contract, statute or Company policy. Continuous Service Status shall not be considered interrupted or terminated in the case of a transfer between the Company and its Affiliates, or a change in status from or to employee, director or consultant.

(c) Accelerated Vesting Upon a Change of Control . Notwithstanding Section 2(b) above, 50% of the unvested portion of the Option will automatically become vested and exercisable upon a Change in Control of the Company, and the remaining unvested portion of the Option will become vested and exercisable if, within twelve (12) months following a Change of Control of the Company, Grantee’s employment is terminated (x) by the Company without

Cause or (y) Grantee resigns for Good Reason. For purposes of this Option Agreement, the following definitions shall apply:

(i) “ Change of Control ” means a Sale of the Company as defined in the Plan.

(ii) “ Cause ” means (i) the definition set forth in any employment agreement between the Grantee and the Company, or (ii) if there is no such employment agreement, or such agreement does not define Cause, that the Company determined in good faith that (A) Grantee engaged in gross negligence or misconduct (including, without limitation, any act of unlawful discrimination or harassment) which is or could be injurious to the Company or a parent, affiliate or subsidiary of the Company, monetarily or otherwise; (B) Grantee has committed fraud, embezzlement or any other act of dishonesty against the Company, or breached a fiduciary duty to the Company; (C) Grantee has been convicted of, or plead “guilty,” “no contest,” or “ nolo contendere ” to any felony or crime involving dishonesty; (D) Grantee materially breached his/her employment agreement or engaged in prohibited activity which is set forth in any other written policy of the Company or agreement between Grantee and the Company, which breach or prohibited activity was not corrected by Grantee (if correctable) within ten (10) days after receiving written notice of such breach or activity from the Company; or (E) Grantee has engaged in acts or omissions of moral turpitude that would or could embarrass the Company, or adversely affect the business or reputation of the Company.

(iii) “ Good Reason ” means (i) the definition set forth in any employment agreement between the Grantee and the Company, or (ii) if there is no such employment agreement, or such agreement does not define Good Reason, (A) a ten percent (10%) or more reduction in Grantee’s salary to which Grantee has not consented; (B) a material diminution in Grantee’s authority, duties or responsibilities without Grantee’s consent (which shall not include a change in reporting obligations resulting from a Change of Control); (C) a requirement by the Company, without Grantee’s consent, that Grantee’s primary work site be relocated to a site that is more than twenty five (25) miles away from Grantee’s work site prior to the Change of Control; or (D) any other action or inaction that constitutes a material breach by the Company of Grantee’s employment agreement, if any. Notwithstanding the foregoing, a termination of Grantee for Good Reason shall not have occurred unless (i) Grantee gives written notice to the Company, of termination within thirty (30) days after Grantee first becomes aware of the occurrence of the circumstances constituting Good Reason, specifying in reasonable detail the circumstances constituting Good Reason, and (ii) the Company has failed within thirty (30) days after receipt of such notice to cure the circumstances constituting Good Reason.

(d) Exercise of Option . Subject to the other terms of this Agreement and the Plan, Grantee may exercise all or any part of the Option, to the extent then vested, by delivery to the Company of an executed Exercise Agreement in the form attached hereto as Exhibit B, specifying the number of shares of Stock as to which the Option is being exercised. Upon the valid exercise of all or any part of the Option, the number of shares of Stock with respect to which the Option is exercised shall be issued in the name of the Grantee, subject to the other terms and conditions of this Agreement and the Plan.

(e) Consideration . At the time of any exercise of the Option, the Exercise Price for the portion of the Option being exercised shall be paid to the Company in United States dollars by personal check, bank draft or money order, or with the consent of the Committee in its sole discretion, (i) surrender of other shares of Stock which have a Fair Market Value on the date of surrender equal to the Exercise Price of the shares of Stock as to which the Option is being exercised, (ii) surrender of shares of Stock issuable upon the exercise of the Option having a Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the exercised portion of the Option, (iii) provided that the Company’s Stock is listed on a national securities exchange, pursuant to a broker-assisted cashless exercise program implemented by the Company, or (iv) any combination of the foregoing methods of payment.

(f) Exercise Upon Termination of Relationship . No shares of Stock may be purchased under the Option following the Grantee’s Termination Date, except as follows:

(i) In the event the Grantee’s Termination Date occurs due to the Grantee’s death or disability (as determined in the good faith discretion of the Company’s Board of Directors), the Option may be exercised, to the extent then exercisable under Section 2(b) or 2(c) hereof, until the expiration of the stated period of the Option or the end of the six (6) month period commencing on the Termination Date, whichever period is shorter.

(ii) In the event the Grantee’s Termination Date occurs due to termination for any reason other than as a result of the Grantee’s death or disability or for Cause, the Option may be exercised, to the extent then exercisable under Section 2(b) or 2(c) hereof, until the expiration of the stated period of the Option or the end of the three (3) month period commencing on the Termination Date, whichever period is shorter.

(iii) In the event the Grantee’s Termination Date occurs due to the Grantee’s termination by the Company or an Affiliate for Cause, the Option shall automatically, and without any further action required by the Company, terminate on the Termination Date and no shares of Stock may thereafter be purchased under the Option.

(g) Nontransferability . The Option shall not be transferable otherwise than by will or the laws of descent and distribution, and is exercisable, during the lifetime of the Grantee, only by him; provided that the Option may be exercised after the Grantee’s death by the beneficiary most recently named by the Grantee in a written designation thereof filed by the Grantee with the Company, or if none, as designated by the Participant by will or by the laws of descent and distribution.

(h) Withholding Taxes . In no event shall Stock be delivered to the Grantee until the Grantee has paid to the Company in cash, or made arrangements satisfactory to the Company regarding the payment of, the amount of any taxes of any kind required by law to be withheld with respect to the Stock subject to the Option, and the Company shall have the right to deduct any such taxes from any payment of any kind otherwise due to the Grantee.

(i) No Rights as Stockholder . Neither the Grantee nor any other person shall become the beneficial owner of the shares of Stock subject to the Option, nor have any rights to dividends or other rights as a stockholder with respect to any such shares, until the Grantee has exercised the Option in accordance with the provisions hereof and of the Plan.

(j) No Right to Continued Employment . Neither the Option nor any terms contained in this Agreement shall confer upon the Grantee any express or implied right to be retained in the employment of or in a consulting relationship with the Company or an Affiliate for any period or at all, nor restrict in any way the right of the Company or any Affiliate, which right is hereby expressly reserved, to terminate his employment or consulting relationship at any time with or without cause. The Grantee acknowledges and agrees that any right to exercise the Option is earned only by continuing to provide services to the Company and its Affiliates, or satisfaction of any other applicable terms and conditions contained in this Agreement and the Plan, and not through the act of being hired, being granted the Option, or acquiring shares of Stock hereunder.

(k) Inconsistency with Plan . Notwithstanding any provision herein to the contrary, the Option provides the Grantee with no greater rights or claims than are specifically provided for under the Plan. If and to the extent that any provision contained in this Agreement is inconsistent with the Plan, the Plan shall govern.

(l) Compliance with Laws and Regulations . The Option and the obligation of the Company to sell and deliver shares of Stock hereunder shall be subject in all respects to (i) all applicable Federal, state and other laws, rules and regulations; and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its sole discretion, determine to be necessary or applicable. Moreover, the Option may not be exercised if its exercise, or the receipt of shares of Stock pursuant thereto, would be contrary to applicable law. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of shares of Stock upon any national securities exchange or under any state, Federal or other law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for shares of Stock to the Grantee or any other person unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company.

3. Investment Representation . If, at the time of exercise of all or part of the Option, the Stock is not registered under the Securities Act of 1933 (the “ Securities Act ”) and/or there is no current prospectus in effect under the Securities Act with respect to the Stock, the Grantee shall execute, prior to the issuance of any shares of Stock to the Grantee by the Company, an agreement (in such form as the Committee may specify) in which the Grantee, among other things, represents, warrants and agrees that the Grantee is purchasing or acquiring the shares acquired under this Agreement for the Grantee’s own account, for investment only and not with a view to the resale or distribution thereof, that the Grantee has knowledge and experience in financial and business matters, that the Grantee is capable of evaluating the merits and risks of owning any shares of Stock purchased or acquired under this Agreement, that the Grantee is a person who is able to bear the economic risk of such ownership and that any subsequent offer for sale or distribution of any of such shares shall be made only pursuant to (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, it being understood that to the extent any such exemption is claimed, the Grantee shall, prior to any offer for sale or sale of such shares, obtain a prior favorable written opinion, in form and substance satisfactory to the

Committee, from counsel for or approved by the Committee, as to the applicability of such exemption thereto.

4. Lock-Up Period . In the event and to the extent requested by the managing underwriter or, if the securities of the Company are not being disposed of in an underwritten public offering pursuant to an effective registration statement filed with the Securities and Exchange Commission, if requested by the Company, the Grantee agrees not to offer, pledge, lend, sell, contract to sell, make any short sale of, grant any option, right or warrant for the purchase of, enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, or otherwise transfer or dispose, directly or indirectly, of any securities of the Company, for the thirty (30) days prior to and the ninety days (90) days (one hundred and eighty (180) days in the case of the initial public offering of the common stock of the Company pursuant to an effective registration statement filed with the Securities Exchange Commission) after the effectiveness of the registration statement pursuant to which such public offering shall be made (or such shorter period of time as is sufficient and appropriate, in the opinion of the managing underwriter or, as the case may be, the Company in order to complete the sale and distribution of the securities included in such public offering; provided that in no event shall such shorter period of time with respect to the Grantee be shorter than any such period for any other stockholder of the Company); provided that the limitations contained in this Section 4 shall not apply to the extent the Grantee is prohibited by applicable law from so withholding such securities from sale during such period.

5. Purchase Option .

(a) Upon the Grantee’s Termination Date, the Company, or its assignee, shall have the right, but not the obligation, to purchase from Grantee, or Grantee’s personal representative, as the case may be, any or all of the shares of Stock which have been purchased by Grantee pursuant to exercise of the Option, on the terms set forth herein (the “ Purchase Option ”). Notwithstanding the foregoing and anything contained herein to the contrary, the Company’s Purchase Option pursuant to this Section 5 shall expire upon the consummation of the first firmly underwritten public offering of the Company’s Common Stock pursuant to an effective registration statement filed under the Securities Act (an “ IPO ”).

(b) The Company may exercise its Purchase Option by delivering, personally or by registered mail, to Grantee (or his or her transferee or personal representative, as the case may be), within ninety (90) days following Grantee’s Termination Date, or if later, ninety (90) days after the date Grantee exercises such Option, a notice in writing indicating the Company’s intention to exercise the Purchase Option and setting forth a date for closing not later than thirty (30) days from the mailing of such notice, at a purchase price determined in accordance with subparagraph 5(b)(i) or (ii) below, as applicable:

(i) If Grantee’s Termination Date is due to any circumstances not described in Section 5(b)(ii), the purchase price to be paid by the Company for shares of Stock to be purchased by the Company pursuant to this Section 5(b) shall be the Fair Market Value of such shares as of Grantee’s Termination Date.

(ii) If Grantee’s Termination Date is due to the termination of Grantee’s employment by the Company or an Affiliate for Cause, the purchase price to be paid by the Company for shares of Stock pursuant to this Section 5(b) shall be the

lesser of: (A) the Fair Market Value of such shares on Grantee’s Termination Date and (B) the original Exercise Price stated on the first page of this Option Agreement.

6. Company’s Right of First Refusal . (a) The Stock acquired pursuant to the exercise of this Option may be sold by the Grantee only in compliance with the provisions of this Section 6. Prior to any intended sale, the Grantee shall first give written notice (the “ Offer Notice ”) to the Company specifying (i) his or her bona fide intention to sell or otherwise transfer such Stock, (ii) the name and address of the proposed purchaser(s), (iii) the number of shares of Stock the Grantee proposes to sell (the “ Offered Shares ”), (iv) the price for which he or she proposes to sell the Offered Shares, and (v) all other material terms and conditions of the proposed sale. Within thirty (30) days after receipt of the Offer Notice, the Company or its nominee(s) may elect to purchase all or any portion of the Offered Shares at the price and on the terms and conditions set forth in the Offer Notice by delivery of written notice (the “ Acceptance Notice ”) to the Grantee specifying the number of Offered Shares that the Company or its nominees elect to purchase. Within fifteen (15) days after delivery of the Acceptance Notice to the Grantee, the Company and/or its nominee(s) shall deliver to the Grantee payment of the amount of the purchase price of the Offered Shares to be purchased pursuant to this Section 6, against delivery by the Grantee of a certificate or certificates representing the Offered Shares to be purchased, duly endorsed for transfer to the Company or such nominee(s), as the case may be. Payment shall be made on the same terms as set forth in the Offer Notice or, at the election of the Company or its nominees(s), by check or wire transfer of funds. If the Company and/or its nominee(s) do not elect to purchase all of the Offered Shares, the Grantee shall be entitled to sell the balance of the Offered Shares to the purchaser(s) named in the Offer Notice at the price specified in the Offer Notice or at a higher price and on the terms and conditions set forth in the Offer Notice; provided, however, that such sale or other transfer must be consummated within sixty (60) days from the date of the Offer Notice and any proposed sale after such sixty (60) day period may be made only by again complying with the procedures set forth in this Section 6. Any transferee of the Offered Shares pursuant to this Section 6 shall hold the Offered Shares subject to the terms and conditions of this Option Agreement and no further transfer of the Offered Shares may be made without complying with the provisions of this Section 6. The Company may assign its rights under this Section 6 without the consent of the Grantee.

(b) Notwithstanding the forgoing, the Grantee may transfer all or any portion of the Stock to a trust established for the sole benefit of the Grantee and/or his or her spouse or children without such transfer being subject to the right of first refusal set forth in this Section 6, provided that the Stock so transferred shall remain subject to the terms and conditions of this Option Agreement and no further transfer of such Stock may be made without complying with the provisions of this Section 6.

(c) Notwithstanding the foregoing and anything contained herein to the contrary, the Company’s right of first refusal pursuant to this Section 6 shall expire upon an IPO.

7. Restrictions on Transfer of Stock . The Grantee shall not transfer shares of Stock received by the Grantee (or any interest or right in such shares) except: (a) to the Company; (b) pursuant to a registration statement filed pursuant to the Securities Act or, at any time after an initial public offering of the Company, pursuant to Rule 144 under the Securities Act in an unsolicited brokerage transaction to the public; (c) following his death, by will or intestacy to the Grantee’s beneficiary, legal representative, heir or legatee; (d) as a gift or gifts during the Grantee’s lifetime to the Grantee’s spouse, children or grandchildren, or to a trust, partnership or

other legal entity for the benefit of, or in which the only partners or members are, the Grantee and/or any of the foregoing, provided that the donee of such shares agrees to be bound by the provisions of this Agreement; or (e) pursuant to Section 8 of this Agreement. Additionally, any shares of Stock received by the Grantee or any other person entitled to exercise the Option under Section 2(g) hereof upon exercise of the Option (or any interest or right in such shares) cannot be transferred in any manner except as permitted by the bylaws of the Company and any other agreements (e.g., stockholders agreement) to which the Grantee is a party.

8. Drag-Along Rights . (a) In connection with a Sale of the Company approved by the Board of Directors of the Company, the Grantee shall (if applicable) vote for, consent to, raise no objections against and take all actions necessary or desirable to the Company in consummating such sale, including, if such sale is structured as a merger or consolidation, waiving any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation, or if such sale is structured as a sale of equity, agreeing to sell all of the Grantee’s equity securities on the same terms and conditions approved by and applicable to the other shareholders of the Stock, as the case may be. In order to effect the foregoing covenant, the Grantee hereby grants to the Company with respect to all of Grantee’s Stock an irrevocable proxy (which is deemed to be coupled with an interest) with respect to any stockholder vote or action by written consent solely to effect such Sale of the Company in compliance with this Section 8. The rights and obligations under this Section 8 shall expire upon an IPO.

(b) The Company and the Grantee each hereby agree to cooperate fully (including by waiving any other appraisal rights to which the Grantee may be entitled under applicable law and the Grantee does hereby waive all such appraisal rights) with the purchaser in any such Sale of the Company and, to execute and deliver all documents (including purchase agreements) and instruments as such purchaser reasonably requests to effect such Sale of the Company including, without limitation, the making of representations and warranties as to due incorporation, existence and good standing, power and authority of the Grantee, and ownership of Stock and the granting of all indemnifications and the execution of all agreements (including, without limitation, participating in any escrow arrangements to the extent of their respective pro rata portion) and similar arrangements which the other shareholders of the Stock are making or executing.

9. Representations of the Grantee; Restrictive Legends . (a) The Grantee hereby acknowledges receipt of a copy of the Plan, and represents that he is familiar with the terms and provisions thereof. The Grantee hereby represents and acknowledges that he has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions of the Plan and this Agreement. The Grantee hereby agrees to be bound by all of the terms and provisions of the Plan and this Agreement, including the terms and provisions adopted after the granting of the Option but prior to the complete exercise hereof, subject to the last paragraph of Section 14(c) of the Plan as in effect on the date hereof. The Grantee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee or the Board made upon any questions arising under the Plan or this Agreement, or otherwise relating to the Option. None of the shares of Option Stock shall be transferred on the Company’s books nor shall the Company recognize any purported transfer of any such shares or any interest therein unless and until all applicable provisions of Sections 4, 5, 6, 7, 8 and 9 of this Agreement have been complied with in all respects.

(b) The Grantee hereby acknowledges that federal securities laws and the securities laws of the state in which he or she resides may require the placement of certain restrictive legends upon the Stock issued upon exercise of the Option. The Grantee understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Stock together with any other legends that may be required by the Company or by state or federal securities laws:

“ THE STOCK REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND SUCH STOCK MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.”

In addition, all stock certificates evidencing the Stock shall be imprinted with a legend substantially as follows:

“THE STOCK REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, REPURCHASE RIGHTS AND A RIGHT OF FIRST REFUSAL IN FAVOR OF THE CORPORATION AND/OR ITS NOMINEE(S), AS SET FORTH IN A STOCK OPTION AGREEMENT DATED AS OF FEBRUARY 10, 2015. TRANSFER OF THE STOCK MAY BE MADE ONLY IN COMPLIANCE WITH THE PROVISIONS OF SAID AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH TRANSFER RESTRICTIONS, REPURCHASE RIGHTS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.”

10. Notices . Any notice or other communication required or permitted hereunder shall be in writing and in accordance with the Plan, and, if to the Company, may be sent to the Company, c/o Nivalis Therapeutics, Inc., attention: Chief Financial Officer, by facsimile at 303-440-8399, or delivered in person, or sent by certified or registered mail or overnight courier, prepaid, addressed as follows: 3122 Sterling Circle, Suite 200, Boulder, CO 80301 and, if to the Grantee, shall be addressed to him at the address set forth below his signature hereon, subject to the right of either party to designate at any time hereafter in writing some other address.

11. Governing Law . The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Delaware applicable to contracts executed and to be performed entirely within such state, without regard to the conflict of law provisions thereof.

12. Severability . If any of the provisions of this Agreement should be deemed unenforceable, the remaining provisions shall remain in full force and effect.

13. Modification . Except as otherwise permitted by the Plan, this Agreement may not be materially modified or materially amended, nor may any provision hereof be waived, in any way except in writing signed by the parties hereto.

14. Counterparts . This Agreement has been executed in two counterparts, each of which shall constitute one and the same instrument.

EXHIBIT B

NIVALIS THERAPEUTICS, INC.

(formerly known as N30 Pharmaceuticals, Inc.)

2012 STOCK INCENTIVE PLAN

EXERCISE AGREEMENT

This Exercise Agreement is made by and between Nivalis Therapeutics, Inc. (the “ Company ”) and (“ Grantee ”). Capitalized terms used herein without definition shall have the meanings given in the N30 Pharmaceuticals, Inc. 2012 Stock Incentive Plan (the “ Plan ”) and Grantee’s Option Agreement dated , 2015 (the “ Option Agreement ”).

1. Exercise of Option . Subject to the terms of the Plan and the Option Agreement, Grantee elects to exercise his or her Option to purchase shares of Stock at a per share exercise price of $ , and a total purchase price of $ . Grantee acknowledges that the Stock will not be transferred to Grantee until all tax withholding obligations have been satisfied in accordance with the provisions of Section 2(h) of Exhibit A of the Option Agreement.

2. Representations of Grantee . Grantee acknowledges that he or she has received, read and understood the Plan and the Option Agreement. Grantee agrees to abide by and be bound by the terms of the Plan and the Option Agreement, which terms are incorporated herein by reference. Grantee acknowledges that the Stock he or she will receive pursuant to exercise of the Option is subject to certain restrictions and limitations, as set forth in the Option Agreement and incorporated herein by reference, including (i) a “lock-up period” restricting the transfer of Grantee’s Stock for a period of time before or after a public offering of the Company’s Stock (Section 4); (ii) the Company’s right to purchase Grantee’s Stock following the termination of Grantee’s relationship with the Company (Section 5); (iii) the Company’s right of first refusal to purchase Stock that Grantee intends to sell (Section 6); (iv) restrictions on Grantee’s ability to transfer Stock (Section 7); and (v) “drag-along rights” which obligates Grantee to sell his or her Stock on the same terms and conditions applicable to other shareholders in the event of a Sale of the Company (Section 8).

3. Investment Representations . (a) Grantee 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 to acquire the Stock. Grantee is acquiring the Stock for investment for Grantee’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “ Securities Act ”).

(b) Grantee acknowledges and understands that the Stock constitutes “restricted securities” under the Securities Act and has not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Grantee’s investment intent as expressed herein. Grantee understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Grantee’s representation was predicated solely upon a present intention to hold the Stock for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Stock,

or for a period of one year or any other fixed period in the future. Grantee further understands that the Stock must be held indefinitely unless such Stock is subsequently registered under the Securities Act or an exemption from such registration is available. Grantee further acknowledges and understands that the Company is under no obligation to register the Stock. Grantee understands that the certificate evidencing the Stock will be imprinted with a legend which prohibits the transfer of the Stock unless such Stock is registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under applicable securities laws or agreements.

(c) Grantee is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to Grantee, the exercise will be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Stock exempt under Rule 701 may under present law be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (1) the resale being made through a broker in an unsolicited “broker’s transaction” or in transactions directly with a market maker (as this term is defined under the Exchange Act); (2) the availability of certain public information about the Company, (3) the amount of Stock being sold during any three (3) month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable.

(d) Grantee further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Grantee understands that no assurances can be given that any such other registration exemption will be available in such event.

4. Entire Agreement . The Plan and Option Agreement are incorporated herein by reference. This Exercise Agreement, the Plan, and the Option Agreement (together with all applicable Exhibits hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Grantee with respect to the subject matter hereof.

The Company and Grantee have executed this Exercise Agreement on the date(s) set forth below.

GRANTEE	COMPANY

[NAME]	NIVALIS THERAPEUTICS, INC.


	By:
Signature		Name:
		Title:
Date	Address:		3122 Sterling Circle, Suite 200
			Boulder, CO 80301
Address
	Date:

Spousal Consent (if applicable, see below)

I, , spouse of Grantee, have read and hereby approve the foregoing Exercise Agreement, including the underlying terms of the Option disclosed in the Option Agreement. In consideration of the Company’s granting Grantee the right to purchase the shares of Stock as set forth in the Option Agreement, I hereby agree to be irrevocably bound by the terms of the Option Agreement and further agree that any community property or similar interest that I may have in the Stock shall similarly be bound by the terms of the Option Agreement. I hereby appoint Grantee as my attorney-in-fact with respect to any amendment or exercise of any rights under the Option Agreement.

	Spouse of Grantee:

	Date:

Note: If Grantee is married on the exercise date of this Agreement (and such Grantee is a resident of a community property law state such as Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington, Wisconsin, or the Commonwealth of Puerto Rico), such Spousal Consent form shall be executed and delivered to the Company, effective on the date hereof.

Exhibit 5.1

King & Spalding LLP

601 S. California Avenue,

Suite 100

Palo Alto, CA 94304

June 25, 2015

Nivalis Therapeutics, Inc.

3122 Sterling Circle

Boulder, CO 80301

Re: Nivalis Therapeutics, Inc. — Form S-8 Registration Statement

Ladies and Gentlemen:

We have acted as counsel to Nivalis Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the sale of up to 2,601,674 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, to be issued pursuant to the Nivalis Therapeutics, Inc. 2015 Equity Incentive Plan (the “2015 Plan”) or the Nivalis Therapeutics Inc. 2015 Employee Stock Purchase Plan (the “ESPP”), upon the exercise of options, stock appreciation rights or other stock-based awards granted under the 2015 Plan, or upon the exercise of options granted under the N30 Pharmaceuticals Inc. 2012 Stock Incentive Plan (the “2012 Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or any related prospectus, other than as expressly stated herein with respect to the issuance of the Shares.

In connection with this opinion, we have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for the opinions hereinafter set forth. In all such examinations, we have assumed the genuineness of signatures on all documents submitted to us as originals and the conformity to original documents of all copies submitted to us as certified, conformed or photographic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate. As to matters of fact material to this opinion, we have relied, without independent verification, upon statements and representations of representatives of the Company and public officials.

The opinions expressed herein are limited in all respects to the General Corporation Law of the State of Delaware, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

Based upon the foregoing, and subject to all of the assumptions, limitations and qualifications set forth herein, we are of the opinion that (i) the Share are duly authorized and (ii) when issued pursuant to the 2015 Plan or the ESPP, or upon the exercise of options, stock appreciation rights or other stock-based awards granted under the 2015 Plan, or upon the exercise of options granted under the 2012 Plan, as the case may be, the Shares will be validly issued, fully paid and nonassessable.

This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations thereunder.

	Very truly yours,

	/s/ King & Spalding LLP

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2012 Stock Incentive Plan, 2015 Equity Incentive Plan, and Employee Stock Purchase Plan of Nivalis Therapeutics, Inc. of our report dated March 17, 2015 (except Notes 3, 6, 8, 11 and 12, as to which the date is June 3, 2015), with respect to the financial statements of Nivalis Therapeutics, Inc. included in the registration statement on Form S-1 (No. 333-204127), filed with the Securities and Exchange Commission on June 3, 2015.

/s/ Ernst & Young LLP

Denver, Colorado
June 24, 2015