2 unchanged sentences
Our management, with the participation of our chief executive and financial officers (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosures controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2021.
−Removed: The term “ disclosure controls and procedures, ” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC ’ s rules and forms.
−Removed: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company ’ s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.
+Added: The term “disclosure controls and procedures,”
+Added: as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
+Added: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on the evaluation of our disclosure controls and procedures as of December 31, 2021, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.
−Removed: Management’s Annual Report on Internal Control Over Financial Reporting
+Added: Management ’
+Added: s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).
4 unchanged sentences
Based on our evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2021.
−Removed: Inherent Limitations of Internal Controls
−Removed: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
1 unchanged sentence
Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.
−Removed: During the quarter ended December 31, 2020, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: During the quarter ended December 31, 2021, we implemented certain enhancements to our finance systems intended to improve the efficiency of certain financial and related transactional processes, some of which are part of our internal control over financial reporting and require testing for effectiveness.
+Added: We expect to continue to enhance our finance systems and processes for automation and efficiency and strengthen internal control over financial reporting.
+Added: There were no further changes in our internal control over financial reporting during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this Item and not set forth below will be set forth in the section headed “—Election of Directors” and “Information Regarding the Board of Directors and Corporate Governance” in our definitive Proxy Statement for our 2021 Annual Meeting of Shareholders to be filed with the SEC by April 30, 2021, or Proxy Statement, and is incorporated in this Annual Report by reference.
+Added: The information required by this Item and not set forth below will be set forth in the section headed “—Election of Directors”
+Added: and “Information Regarding the Board of Directors and Corporate Governance”
+Added: in our definitive Proxy Statement for our 2022 Annual Meeting of Shareholders to be filed with the SEC by May 2, 2022 ("Proxy Statement"), and is incorporated in this Annual Report by reference.
We have adopted a code of ethics for directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees, known as the Corporate Code of Ethics and Conduct.
−Removed: The Corporate Code of Ethics and Conduct is available on our website at http://www.urogen.com under the Corporate Governance section of our Investors page.
−Removed: We will promptly disclose on our website (i) the nature of any amendment to the policy that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and (ii) the nature of any waiver, including an implicit waiver, from a provision of the policy that is granted to one of these specified individuals, the name of such person who is granted the waiver and the date of the waiver.
+Added: The Corporate Code of Ethics and Conduct is available on our website at 
+Added: http://www.urogen.com  under the Corporate Governance section of our Investors page.
+Added: We will promptly disclose on our website (i) the nature of any amendment to the policy that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and (ii) the nature of any waiver, including an implicit waiver, from a provision of the policy that is granted to one of these specified individuals, the name of such person who is granted the waiver and the date of the waiver.
Shareholders may request a free copy of the Corporate Code of Ethics and Conduct from c/o UroGen Pharma Ltd., 400 Alexander Park Dr., Princeton, NJ 08540.
Executive Compensation
−Removed: The information required by this Item will be set forth in the section headed “Executive Compensation” in our Proxy Statement and is incorporated in this Annual Report by reference.
+Added: The information required by this Item will be set forth in the section headed “Executive Compensation”
+Added: in our Proxy Statement and is incorporated in this Annual Report by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information required by this Item will be set forth in the section headed “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement and is incorporated in this Annual Report by reference.
−Removed: Information regarding our equity compensation plans will be set forth in the section headed “Executive Compensation” in our Proxy Statement and is incorporated in this Annual Report by reference.
+Added: The information required by this Item will be set forth in the section headed “Security Ownership of Certain Beneficial Owners and Management”
+Added: in our Proxy Statement and is incorporated in this Annual Report by reference.
+Added: Information regarding our equity compensation plans will be set forth in the section headed “Executive Compensation”
+Added: in our Proxy Statement and is incorporated in this Annual Report by reference.
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information required by this Item will be set forth in the section headed “Transactions With Related Persons” in our Proxy Statement and is incorporated in this Annual Report by reference.
+Added: The information required by this Item will be set forth in the section headed “Transactions With Related Persons”
+Added: in our Proxy Statement and is incorporated in this Annual Report by reference.
Principal Accountant Fees and Services
−Removed: The information required by this Item will be set forth in the section headed “—Ratification of Selection of Independent Registered Public Accounting Firm” in our Proxy Statement and is incorporated in this Annual Report by reference .
+Added: The information required by this Item will be set forth in the section headed “—Ratification of Selection of Independent Registered Public Accounting Firm”
+Added: in our Proxy Statement and is incorporated in this Annual Report by reference.
Exhibits, Financial Statement Schedules
5 unchanged sentences
Exhibit Description
−Removed: Asset Purchase Agreement, dated October 1, 2015, between the Registrant and Telormedix SA (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form F-1 (File No.
+Added: Asset Purchase Agreement, dated October 1, 2015, between the Registrant and Telormedix SA (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form F-1 (File No.
333-217201), filed with the SEC on April 7, 2017).
−Removed: Articles of Association of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 6-K (File No.
+Added: Articles of Association of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 6-K (File No.
001-38079), filed with the SEC on May 18, 2017).
Reference is made to Exhibit 3.1 .
−Removed: Description of the Registrant’s Ordinary Shares (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 8-K (File No.
+Added: Description of the Registrant’s Ordinary Shares (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K (File No.
001-38079), filed with the SEC on March 2, 2020).
−Removed: Investors’ Rights Agreement, dated September 18, 2014, as amended on October 1, 2015 and April 12, 2016, among the Registrant and the Registrant’s shareholders (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form F-1 (File No.
+Added: Investors’ Rights Agreement, dated September 18, 2014, as amended on October 1, 2015 and April 12, 2016, among the Registrant and the Registrant’s shareholders (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form F-1 (File No.
333-217201), filed with the SEC on April 7, 2017).
−Removed: Form of Officer Indemnity and Exculpation Agreement (incorporated by reference to Exhibit 99.2 to the Registrant’s Report Form 6-K (File No.
+Added: Form of Officer Indemnity and Exculpation Agreement (incorporated by reference to Exhibit 99.2 to the Registrant’s Report Form 6-K (File No.
001-38079), filed with the SEC on July 13, 2018).
−Removed: Amended and Restated 2010 Israeli Share Option Plan (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 20-F (File No.
+Added: Amended and Restated 2010 Israeli Share Option Plan (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 20-F (File No.
001-38079), filed with the SEC on March 15, 2018).
−Removed: 2017 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 2017 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
001-38079), filed with the SEC on June 8, 2021)
−Removed: 2017 Israeli Equity Incentive Sub Plan to the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form F-1 (File No.
+Added: 2017 Israeli Equity Incentive Sub Plan to the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form F-1 (File No.
333-217201), filed with the SEC on April 7, 2017).
UroGen Pharma Ltd.
−Removed: 2019 Inducement Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-38079), filed with the SEC on May 28, 2019).
+Added: 2019 Inducement Plan, as amended.
Form of Stock Option Grant Notice and Stock Option Agreement under the UroGen Pharma Ltd.
−Removed: 2019 Inducement Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 2019 Inducement Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.
001-38079), filed with the SEC on May 28, 2019).
Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the UroGen Pharma Ltd.
−Removed: 2019 Inducement Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 2019 Inducement Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No.
001-38079), filed with the SEC on May 28, 2019).
−Removed: Employment Agreement by and between the Registrant and Elizabeth Barrett, dated as of January 3, 2019 (incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: Employment Agreement by and between the Registrant and Elizabeth Barrett, dated as of January 3, 2019 (incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K (File No.
001-38079), filed with the SEC on February 28, 2019).
−Removed: Employment Agreement by and between the Registrant and Mark Schoenberg, dated as of December 5, 2017 (incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: Amendment 1 to Employment Agreement by and between the Registrant and Elizabeth Barrett, dated as of January 26, 2021 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 001-38079), filed with the SEC on May 13, 2021).
+Added: Omnibus Amendment to Equity Awards by and between the Registrant and Elizabeth Barrett, dated as of January 19, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 001-38079), filed with the SEC on May 13, 2021).
+Added: Employment Agreement by and between the Registrant and Mark Schoenberg, dated as of December 5, 2017 (incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K (File No.
001-38079), filed with the SEC on February 28, 2019).
−Removed: License Agreement, dated as of October 7, 2016, by and between the Registrant and Allergan Pharmaceuticals International Limited (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form F-1 (File No.
−Removed: 333-217201), filed with the SEC on April 7, 2017).
+Added: Amendment 1 to Employment Agreement by and between the Registrant and Mark Schoenberg, dated as of January 26, 2021 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 001-8079), filed with the SEC on May 13, 2021).
+Added: Amendment 2 to Employment Agreement by and between the Registrant and Mark Schoenberg, dated as of March 15, 2021 (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 001-38079), filed with the SEC on May 13, 2021).
+Added: Employment Agreement between the Registrant and Jason Smith, dated August 12, 2020 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 001-38079), filed with the SEC on November 9, 2020).
+Added: Amendment 1 to Employment Agreement between the Registrant and Jason Smith, dated January 26, 2021 (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 001-38079), filed with the SEC on May 13, 2021).
+Added: 10.16 ††
License Agreement, dated November 8, 2019, by and between the Registrant and Agenus Inc.
−Removed: (incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K (File No.
+Added: (incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K (File No.
001-38079), filed with the SEC on March 2, 2020).
1 unchanged sentence
and Alexander Road at Davanne, L.L.C.
−Removed: (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 001-38079), filed with the SEC on March 2, 2020).
−Removed: Separation Agreement between the Company and Stephen Mullennix, dated March 20, 2020 ( incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K (File No.
001-38079), filed with the SEC on March 2, 2020).
−Removed: Separation Agreement between the Company and Peter Pfreundschuh, dated September 8, 2020 ( incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-38079), filed with the SEC on September 9, 2020 ).
−Removed: Employment Agreement between the Company and Molly Henderson, dated September 3, 2020 ( incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-38079), filed with the SEC on September 9, 2020 ).
−Removed: Employment Agreement between the Company and Jason Smith, dated August 12, 2020 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on form 10-Q (File No.
−Removed: 001-38079), filed with the SEC on November 9, 2020) .
Subsidiary of the Registrant.
Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm.
−Removed: Consent of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited.
Power of Attorney (see signature page hereto).
10 unchanged sentences
Omitted portions have been filed separately with the SEC.
+Added: ††
Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
10 unchanged sentences
We, the undersigned directors and officers of UroGen Pharma, Ltd.
−Removed: (the “ Company ” ), hereby severally constitute and appoint Elizabeth Barrett and Molly Henderson, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of us might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.
+Added: (the “Company”), hereby severally constitute and appoint Elizabeth Barrett and Molly Henderson, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of us might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
6 unchanged sentences
Chief Financial Officer
−Removed: March 18, 2021
+Added:  March 21, 2022
Molly Henderson
1 unchanged sentence
/s/ Arie Belldegrun
−Removed: March 18, 2021
+Added:  March 21, 2022
Arie Belldegrun, M.D.
/s/ Cynthia Butitta
−Removed: March 18, 2021
+Added:  March 21, 2022
Cynthia Butitta
−Removed: March 18, 2021
+Added:  March 21, 2022
/s/ Kathryn Falberg
−Removed: March 18, 2021
+Added:  March 21, 2022
Kathryn Falberg
/s/ Stuart Holden
−Removed: March 18, 2021
+Added:  March 21, 2022
Stuart Holden, M.D.
/s/ Ran Nussbaum
−Removed: March 18, 2021
−Removed: March 18, 2021
+Added:  March 21, 2022
+Added:  March 21, 2022
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.