NOTICE OF RESTRICTED STOCK UNIT INDUCEMENT GRANT NIVALIS THERAPEUTICS, INC.

1.

Grant of RSU. Participant has been granted an award for the number of RSU’s set forth in the Notice of Grant. Each RSU is a notional unit representing the right to receive one share of Common Stock, subject to the terms and conditions set forth herein.  No Common Stock shall be issued or delivered to Participant at the time the RSU award is granted.

2.

Settlement of RSU’s.  To the extent vested on such date, the RSU’s shall be settled, by the issuance of Shares underlying such vested units, or, at the discretion of the Committee, in cash (based upon the Fair Market Value of the Shares as of the vesting date) or partially in cash and partially in Shares, as promptly as practical following each vesting date, as described above, by the delivery to Participant of a certificate or certificates therefore, registered in Participant’s name. Certificates will only be issued in whole shares.

3.

Termination Period.

4.

Non-Transferability of RSU. Participant may not sell, transfer, assign, pledge, hypothecate or otherwise dispose of this RSU, except as provided below, and any attempt to do so will immediately render this RSU invalid. Participant may designate a beneficiary who will receive the vested and outstanding portion of this RSU in the event of Participant’s death.  This RSU may be transferred by will or by the laws of descent and distribution or court order.  The Committee may, in its sole discretion, allow Participant to transfer this RSU 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 RSU 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 RSU Agreement. The terms of this RSU Agreement shall be binding upon the executors, administrators, heirs and successors of Participant.

5.

Tax Consequences. Participant should consult a tax advisor for tax consequences relating to this RSU in the jurisdiction in which Participant is subject to tax.

6.

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 RSU grant, including the grant, vesting or settlement of the RSU, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends; and (b) do not commit to structure the terms of the grant or any aspect of the RSU to reduce or eliminate Participant’s liability for Tax-Related Items.

7.

Acknowledgement. The Company and Participant agree that the RSU is granted under and governed by the Notice of Grant, this RSU Agreement. Participant hereby accepts the RSU subject to all of the terms and conditions set forth herein and those set forth in the Notice of Grant, and acknowledges receipt of any policy incorporated by reference under Section 15 of this RSU Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Notice of Grant and this RSU Agreement.

8.

Consent to Electronic Delivery of All Documents and Disclosures. By Participant’s acceptance of this RSU, Participant consents to the electronic delivery of the Notice of Grant, this RSU Agreement, account statements, any 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 RSU. 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 RSU, 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 ***@***. 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 ***@***. Finally, Participant understands that Participant is not required to consent to electronic delivery.

9.

Entire Agreement; Enforcement of Rights. This RSU Agreement 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 RSU are superseded. No modification of or amendment to this RSU Agreement, nor any waiver of any rights under this RSU Agreement, shall be effective unless in writing and signed by the parties to this RSU Agreement. The failure by either party to enforce any rights under this RSU Agreement shall not be construed as a waiver of any rights of such party.

10.

Compliance with Laws and Regulations. The Company will not issue any Shares underlying this RSU to Participant if the issuance of such 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 RSU Agreement shall be endorsed with appropriate legends, if any, determined by the Company.

11.

Governing Law; Severability. This RSU 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 Notice of Grant and this RSU 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 RSU 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 RSU Agreement, (b) the balance of this RSU Agreement shall be interpreted as if such provision were so excluded and (c) the balance of this RSU Agreement shall be enforceable in accordance with its terms.

12.

No Rights as Employee, Consultant or Director. Subject to applicable law, nothing in this RSU 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.

13.

Rights as Stockholder.  Participant or a permitted transferee of the RSU shall have no rights as a stockholder (including, without limitation, voting and dividend rights) with respect to any share covered by the RSU until Participant shall have become the holder of record of such share, and no adjustment shall be made for dividends or distributions or other rights in respect of such share for which the record date is prior to the date upon which Participant shall become the holder of record thereof.

14.

Lock-Up Agreement. 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 RSU and any Shares issued under the RSU 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.

Unsecured Obligation.  This RSU award is unfunded, and as a holder of vested RSU’s subject to this RSU Agreement, Participant shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue Shares pursuant to Section 2 of this RSU Agreement.

17.

No Guarantee of Service.  This RSU shall not be deemed to give Participant 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 Participant 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 RSU that is forfeited and/or is terminated by its terms.

18.

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