Revance Therapeutics
Annual Report 2016

Plain-text annual report

REVANCE THERAPEUTICS, INC. FORM 10-K (Annual Report) Filed 02/28/17 for the Period Ending 12/31/16 Address Telephone CIK 7555 GATEWAY BLVD. NEWARK, CA 94560 510-742-3400 0001479290 Symbol RVNC SIC Code Industry 2834 - Pharmaceutical Preparations Biotechnology & Medical Research Sector Healthcare Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2017, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.  UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2016or¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the transition period from to Commission File No. 001-36297 Revance Therapeutics, Inc.(Exact name of registrant as specified in its charter) Delaware 77-0551645(State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification Number) 7555 Gateway BoulevardNewark, California 94560(510) 742-3400(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Securities registered pursuant to Section 12(b) of the Act:Title of Each Class Name of Exchange on Which RegisteredCommon Stock, par value $0.001 per share The NASDAQ Stock Market LLCSecurities registered pursuant to Section 12(g) of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No xIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No xIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. Yes x No ¨Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submittedand posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit and post such files). Yes x No ¨Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨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¨Accelerated filerx Non-accelerated filer¨ (Do not check if a smaller reporting company)Smaller reporting company¨Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No xThe aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completedsecond fiscal quarter was approximately $264.0 million, based on the closing price of the registrant’s common stock on the NASDAQ Global Market of $13.60 per share forsuch date.Number of shares outstanding of the registrant's common stock, par value $0.001 per share, as of February 24, 2017: 29,319,352DOCUMENTS INCORPORATED BY REFERENCENone Table of ContentsTable of Contents PagePART I Item 1Business1Item 1ARisk Factors20Item 1BUnresolved Staff Comments46Item 2Properties47Item 3Legal Proceedings48Item 4Mine Safety Disclosures49 PART II Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities50Item 6Selected Financial Data52Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations53Item 7AQuantitative and Qualitative Disclosures about Market Risk70Item 8Financial Statements and Supplementary Data71Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure72Item 9AControls and Procedures73Item 9BOther Information74 PART III Item 10Directors, Executive Officers and Corporate Governance75Item 11Executive Compensation79Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters84Item 13Certain Relationships and Related Party Transactions, and Director Independence87Item 14Principal Accounting Fees and Services88 PART IV Item 15Exhibits, Financial Statement Schedules89Item 16Form 10-K Summary89Signatures “Revance Therapeutics,” the Revance logos and other trademarks or service marks of Revance appearing in this annual report on Form 10-K are the propertyof Revance. This Form 10-K contains additional trade names, trademarks and service marks of others, which are the property of their respective owners. We do notintend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, theseother companies.Table of ContentsSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-K, or Form 10-K, contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Actof 1934, or the Exchange Act, as amended, which are subject to the “safe harbor” created by that section. The forward-looking statements in this Form 10-K arecontained principally under “Item 1. Business,” “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Resultsof Operations.” In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,”“intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparableterminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause ouractual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-lookingstatements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Form 10-K, we caution you that thesestatements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. Theseforward-looking statements include, but are not limited to, statements concerning the following: •our expectations regarding the results, timing and completion of our clinical trials and regulatory submissions needed for the approval of RT002 injectablefor the treatment of glabellar (frown) lines, muscle movement disorders, including cervical dystonia, and plantar fasciitis, in the United States, Europe andother countries;•our expectations regarding our future development of RT002 injectable and RT001 topical for other indications;•our expectations regarding the development of future product candidates;•the potential for commercialization by us of RT002 injectable, if approved;•our expectations regarding the potential market size, opportunity and growth potential for RT002 injectable and RT001 topical, if approved forcommercial use;•our belief that RT002 injectable and RT001 topical can expand the overall botulinum toxin market;•our ability to build our own sales and marketing capabilities, or seek collaborative partners including distributors, to commercialize our productcandidates, if approved;•our ability to manufacture in our facility and to scale up our manufacturing capabilities and those of future third-party manufacturers if our productcandidates are approved;•estimates of our expenses, future revenue, capital requirements and our needs for additional financing;•the timing or likelihood of regulatory filings and approvals;•our ability to advance product candidates into, and successfully complete, clinical trials;•the implementation of our business model, and strategic plans for our business, product candidates and technology;•the initiation, timing, progress and results of future preclinical studies and clinical trials and our research and development programs;•the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology;•our ability to establish collaborations or obtain additional funding;•our expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act of 2012, or theJOBS Act;•our financial performance; and•developments and projections relating to our competitors and our industry.Table of ContentsIn addition, you should refer to “Item 1A. Risk Factors” in this Form 10-K for a discussion of these and other important factors that may cause our actual results todiffer materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-lookingstatements in this Form 10-K will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. Inlight of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any otherperson that we will achieve our objectives and plans in any specified time frame, or at all. Also, forward-looking statements represent our estimates andassumptions only as of the date of this Form 10-K. We undertake no obligation to publicly update any forward-looking statements, whether as a result of newinformation, future events or otherwise, except as required by law.Table of ContentsPART I ITEM 1.BUSINESSOverviewRevance Therapeutics, Inc. is a clinical-stage biotechnology company focused on the development, manufacturing, and commercialization of novelbotulinum toxin products for multiple aesthetic and therapeutic indications. We are leveraging our proprietary portfolio of botulinum toxin type A compounds,formulated with our patented and proprietary peptide technology, to address unmet needs in large and growing neurotoxin markets. Our proprietary peptidetechnology enables delivery of botulinum toxin type A through two investigational drug product candidates, DaxibotulinumtoxinA for Injection (RT002), orRT002 injectable, and DaxibotulinumtoxinA Topical Gel (RT001), or RT001 topical. We are pursuing clinical development for RT002 injectable in a broadspectrum of aesthetic and therapeutic indications. Neither formulation of our product candidates contains albumin or any other animal or human-derived materials.We believe this reduces the risk of the transmission of certain viral diseases. We hold worldwide rights for all indications of RT002 injectable and RT001 topical,and the pharmaceutical uses of our proprietary peptide technology.RT002 injectable is a novel, injectable formulation of botulinum toxin type A designed to be a targeted and long-lasting injectable botulinum toxin treatment.We are studying RT002 injectable for aesthetic indications, such as glabellar (frown) lines and therapeutic indications, such as cervical dystonia and plantarfasciitis. We believe RT002 injectable has the potential to expand into additional aesthetic and therapeutic indications in the future. We are planning to conductadditional preclinical development with RT001 topical for potential future therapeutic and aesthetic indications.PIPELINEPRECLINICALPHASE 1PHASE 2PHASE 32017 PLANNED MILESTONES Glabellar (Frown) Lines (RT002) Report Phase 3 pivotal trials results -Q4 2017 Cervical Dystonia (RT002) Report 24-week results from Phase 2study - Q2 2017 Plantar Fasciitis (RT002) Report Phase 2 study results - 2H2017 RT001 topical Our Product CandidatesDaxibotulinumtoxinA for Injection (RT002, or RT002 Injectable)We are developing an injectable formulation of botulinum toxin type A, which we refer to as RT002 injectable, for indications where a long-lasting effect isdesired. We believe, and our preclinical and clinical studies using RT002 indicate, that daxibotulinumtoxinA combined with our novel peptide may permit safeadministration of higher doses of botulinum toxin and may result in long-lasting effect. We are initially focusing on developing RT002 for the treatment ofglabellar lines, cervical dystonia, and plantar fasciitis.Glabellar LinesGlabellar lines are the result of the gathering of the tissue between the eyebrows into a fold. They are caused by the repeated action of underlying musclesassociated with facial expression. Years of squinting and frowning tend to leave deep wrinkles in the skin between the eyebrows and on the bridge of the nose,across the forehead and at the corners of the eyes. On many people, frown lines produce an angry or sad look that detracts from a pleasant facial appearance.Physical, emotional and social reasons for treating frown lines and forehead furrows include improved appearance and enhanced self-esteem. The most commoncosmetic use of the market leader, BOTOX® Cosmetic, is for the treatment of glabellar lines, which we believe represented a global market of nearly $1 billion in2015. In general, consumers enjoy the benefits of botulinum toxin injections1Table of Contentsand express a high rate of satisfaction. Longevity, or duration of effect, is the one area where consumers are less satisfied and desire longer duration.Botulinum toxin treatment of glabellar lines is the largest proportion of cosmetic neurotoxin sales in the United States and, according to the American Societyfor Aesthetic Plastic Surgery, botulinum toxin treatment is the number one nonsurgical cosmetic procedure in the United States. We believe RT002 injectable hasthe potential to satisfy significant unmet needs in this market. According to market research we conducted in April 2015, which involved a quantitative study withone hundred dermatologists and plastic surgeons, 72% of the physicians surveyed stated that longer duration is a significant unmet need in the market for thebotulinum toxin treatment of glabellar lines and 75% stated that they are extremely likely to use RT002 injectable based on both injectable data available duringthe study and the RT002 injectable product concept.Also, primary qualitative market research among aesthetic physicians, patients and office practice managers indicated that they were very impressed by theclinical data generated in the RT002 Phase 2 BELMONT study. In fact, a majority of those physicians interviewed reported that if RT002 injectable demonstratedsimilar results in Phase 3 trials the increased duration of effect would cause them to change their treatment or purchase habits from currently available botulinumtoxins to include RT002 injectable. Duration of effect is reported to be the greatest unmet need and the primary driver of adoption amongst physicians, patients andoffice managers.We believe that a product that shows increased persistence of effect over time, with a slower return to baseline and a meaningful consumer benefit up to sixmonths would fit very nicely into the current treatment regimen and consumer habits. Quantitative market research shows that the majority of consumers only visittheir physicians twice per year for treatments and the longer duration would mean that they would remain satisfied between treatments.We believe that RT002 injectable may provide the following benefits to patients and physicians for treatment of glabellar lines, as compared to the marketleader, BOTOX® Cosmetic:•RT002 injectable may permit longer lasting effect up to 6 months and increase response rates.•RT002 injectable may provide the ability to administer higher doses without associated adverse events. This could potentially decrease unwantedside effects like eyelid ptosis (droopy eyelids), which leads to patient dissatisfaction.We believe that RT002 injectable may provide the following benefits to physicians:•RT002 injectable may be simple to use and consistent with the method of administration of the market leader. Minimal training is required becauseadministration would be similar to currently available marketed products.•RT002 injectable may lead to more sustained patient satisfaction between treatments, which is critical for self-pay procedures.•RT002 injectable could potentially expand their practices by appealing to consumers who are not willing to come in multiple times per year tosustain the benefits of treatment.•Physicians may be willing to pay more for RT002 injectable compared to currently available neurotoxins as they believe that they could easily passthat cost along to their patients, who would be willing to pay for increased duration of effect.•In phase 2 studies, RT002 injectable appeared to be well-tolerated with no significant safety concerns.Development of RT002 Injectable for Treatment of Glabellar LinesPhase 3 Clinical Trials - We are in Phase 3 clinical development for RT002 injectable in North America for the treatment of glabellar lines. During the fourthquarter of 2016, we initiated subject dosing in our SAKURA Phase 3 program.The Phase 3 clinical program includes two randomized, double-blind, placebo-controlled pivotal trials (named SAKURA 1 and SAKURA 2) to evaluate thesafety and efficacy of a single administration of RT002 for the treatment of moderate to severe glabellar lines in adults. SAKURA 1 and SAKURA 2 are expectedto enroll a total of approximately 600 subjects at multiple sites in the United States and Canada. In both trials, subjects will be randomized in a 2:1 ratio to eitherthe RT002 or placebo treatment groups, respectively. Post-treatment, subjects will be followed for at least 24 weeks and up to 36 weeks. The primary efficacyendpoint of the pivotal trials will be a composite of the proportion of subjects who achieve a score of 0 or 12Table of Contents(none or mild) and a two-point improvement from baseline in glabellar line severity on the Investigator Global Assessment-Facial Wrinkle Severity (IGA-FWS)and Patient Facial Wrinkle Severity (PFWS) scales, at maximum contraction (frown), at Week 4. Duration of the reduction of severity of the glabellar lines will beassessed as a secondary efficacy endpoint in the Phase 3 pivotal trials. We plan to share topline results from the SAKURA 1 and SAKURA 2 pivotal trials in thefourth quarter of 2017.In addition to the two planned pivotal trials, the SAKURA Phase 3 program includes a long-term, open-label safety trial (SAKURA 3), which is designed toevaluate the long-term safety of RT002 injectable for the treatment of moderate to severe glabellar lines in adults following both single and repeat treatmentadministration. The long-term safety trial is expected to enroll approximately 1,500 subjects at multiple sites in the US and Canada. Depending on the number oftreatments and duration of follow-up, a subject may be on trial for a maximum of 86 weeks.We have designed SAKURA 3 to support a safety database adequate for both domestic and international marketing applications, and will continue to conductclinical trials with periodic, thorough analysis of benefits and risks.Assuming successful completion of our SAKURA Phase 3 Program, we plan to file marketing applications in the United States, European Union and Canadafollowed by submissions in Latin American countries, such as Brazil, and certain other territories in Asia.European Union Agency Interactions - We requested scientific guidance from the European Medicines Agency, or EMA, on the development of RT002injectable for the treatment of glabellar lines and the proposed Phase 3 program in 2016. The EMA provided comments on Quality, Nonclinical and Clinicalprograms. Overall, the EMA agreed with the proposed programs and provided details and suggestions to be considered for our marketing application. We havetaken the EMA comments into consideration in the Phase 3 program and will provide data to support the various requests in the marketing application.Pre-Phase 3 FDA Interactions - In 2016, we completed a pre-Phase 3 meeting with the U.S. Food and Drug Administration, or FDA, regarding RT002injectable for the treatment of glabellar lines. Based upon the discussion with the FDA and the minutes received following the meeting, we submitted anInvestigational New Drug Application (IND) for the SAKURA Phase 3 clinical program for RT002 in glabellar lines and other supportive studies required for aBiologics License Application (BLA) submission.Phase 1 and 2 Clinical Trials - RT002 has demonstrated long-lasting effect and appeared to provide safe administration of botulinum toxin in Phase 1 and 2clinical trials, even at high targeted doses. Long-lasting effect was first demonstrated in 2014 in the final cohort of a four-cohort Phase 1/2 clinical dose escalationtrial conducted outside the United States for improvement of glabellar lines. In the trial, RT002 injectable met its primary efficacy and safety endpoints. The open-label, dose escalating, Phase 1/2 trial enrolled 48 adults. All subjects had moderate to severe wrinkles at baseline, measured using the 4-point Global Line SeverityScale (GLSS). In summary, the data showed:•96% of subjects were rated with None or Mild wrinkle severity at maximum frown 4 weeks post-treatment using the GLSS as assessed by the clinicalinvestigator.•83% of subjects assessed themselves as achieving None or Mild wrinkles at maximum frown at the same time point.•In the final cohort, the only one where duration of effect was measured, RT002 injectable achieved a median duration of 29.4 weeks or seven monthsbased on both investigator and subject assessments.•In this final cohort, 60% of subjects maintained None or Mild wrinkle severity at 6 months.•RT002 injectable was well-tolerated, and there was no evidence of spread beyond the treatment site at any dose; additionally, adverse event rates didnot change in frequency, severity, or type with increasing doses.RT002 appeared to be generally safe and well-tolerated with minimal adverse events in our Phase 1/2 trial. Adverse events were generally mild, localized andtransient. The most common adverse events observed were headache and injection site reactions. There was no evidence of spread beyond the treatment site at anydose. There were no serious adverse events or evidence of any systemic exposure based on clinical laboratory results and related evaluations. Adverse event ratesdid not change in frequency, severity, or type with increasing doses.Based on the results of this study, in 2015 we conducted BELMONT, a Phase 2, Randomized, Double- B lind, Dos E Ranging, Active and P L aceboControlled, M ulti-Center Study to Evaluate the Safety, Efficacy, and Duration of Effect O f RT002, a Botuli N um T oxin Type A for Injection, injectable to treatglabellar lines. The primary endpoints for the study were the investigator's assessment of glabellar line severity at maximum frown at Week 24 and medianduration of effect from the3Table of Contentsdate of treatment back to baseline severity. The BELMONT trial evaluated treatment for glabellar lines in 268 subjects with moderate to severe glabellar lines atnine investigational sites in Canada. The trial compared the safety, efficacy and duration of three doses of RT002 injectable, the labeled dose of the current marketleader BOTOX® Cosmetic/VISTABEL® and a placebo control in a randomized 1:1:1:1:1 trial design. In 2015, we reported positive 24-week results from the trialthat showed RT002 injectable achieved its primary efficacy measurement at four weeks for all doses of RT002 injectable and that such efficacy was highlystatistically significant as compared to placebo. In addition, the 40 unit dose of RT002 injectable demonstrated a 23.6-week median duration versus BOTOX®Cosmetic with an 18.8-week median duration. Across all cohorts, RT002 injectable appeared to be generally safe and well-tolerated.Cervical Dystonia and Other Muscle Movement DisordersWe have also been developing RT002 for the treatment of cervical dystonia, a muscle movement disorder. We will continue to evaluate development forother therapeutic indications, such as neurological movement and other disorders, based on the results of our current preclinical studies and clinical trials. Musclemovement disorders, such as cervical dystonia, are neurological conditions that affect a person's ability to control muscle activity in one or more areas of the body.Muscle spasticity happens after the body's nervous system has been damaged, most commonly by a stroke, disease, or trauma. While not life-threatening, spasticitycan be painful and may have a significant effect on a person's quality of life. Some tasks, like getting dressed or bathing, become difficult, and a person's self-esteem may be affected by their abnormal posture. Common muscle movement disorders include cervical dystonia (excessive pulling of the muscles in the neckand shoulder), upper or lower limb spasticity (stiffness in muscles), and blepharospasm (involuntary closing of the eyelids). Botulinum toxin type A has provensafe and effective for such uses, as the most common treatment for muscle movement disorders is to relax the muscle by injecting it with botulinum toxin. Webelieve muscle movement disorders accounted for nearly $1 billion of therapeutic neurotoxin sales globally in 2015.RT002 Injectable for Treatment of Cervical DystoniaWe initiated a Phase 2 dose-escalating, open-label clinical study of RT002 injectable to evaluate safety, preliminary efficacy, and duration of effect of RT002injectable in subjects with moderate to severe isolated cervical dystonia symptoms of the neck. In December 2016, we announced positive interim results from thePhase 2 clinical trial. The interim data showed that RT002 injectable appeared to be generally safe and well-tolerated, demonstrated a median duration of greaterthan 24 weeks for the first cohort of the study, and displayed a clinically significant impact on cervical dystonia signs and symptoms. The trial enrolled 37 subjectsand follows three sequential treatment cohorts for up to a total of 24 weeks after treatment for each cohort. The trial’s first cohort of 12 subjects received a singledose of up to 200 units of RT002 injectable, the second cohort of 12 subjects received between 200 and 300 units, and the third cohort of 13 subjects received from300 to 450 units. Later-enrolled subjects in the second and third cohorts had yet to complete the trial’s 24-week protocol. We plan to share 24-week results in thesecond quarter of 2017.Key interim results of the cervical dystonia trial are as follows:Safety. In all three cohorts, RT002 injectable appeared to be generally safe and well-tolerated. There were no serious adverse events and no dose-dependentincrease in adverse events. The treatment-related adverse events were transient and mild to moderate in severity, except for one case of neck pain reported assevere, with a duration of 2 days. The most common adverse events were dysphagia, or difficulty in swallowing (10.8%), injection site redness (8.1%), injectionsite pain (5.4%), muscle tightness (5.4%) and muscle weakness (5.4%). For reference, trials for botulinum type A products approved to treat cervical dystonia havereported adverse events for dysphagia ranging from 13% to 39%.Efficacy. The trial’s 4-week primary efficacy measurement was the improvement in dystonia symptoms as determined by reduction from baseline on theToronto Western Spasmodic Torticollis Rating Scale (TWSTRS)-Total score. RT002 injectable showed a clinically significant mean reduction of 16.8 frombaseline, or 38%, across all three cohorts at Week 4. In cohort one, with a mean dose of 174 units, the majority of the 46% reduction observed in the TWSTRS-Total score at Week 4 was preserved at Week 24, with a 33% mean reduction from baseline observed. Clinically meaningful mean reductions in the TWSTRSSeverity, Disability and Pain subscales were consistent and observed at all follow-up visits in the first cohort. Later-enrolled subjects in the second and thirdcohorts had not yet reached the 24-week point. For reference, placebo-controlled trials with botulinum type A products approved to treat cervical dystonia havereported a reduction from baseline in the TWSTRS-Total score that ranged from 22% to 26% at Week 4.4Table of ContentsDuration of Effect. Duration of effect for this trial was defined as the number of weeks from treatment until the return of symptoms that warrant retreatment,based on the subject’s target TWSTRS score. The median duration of effect was at least 24 weeks (6 months) for subjects in cohort one (n=12), and at least 16weeks for subjects in cohort two (n=11), using the complete 16 week follow up data. In cohort one, no subjects had returned to baseline at Week 24 and only onesubject in cohort two, to date, has returned to baseline, which occurred at the Week 24 visit. In cohort one, RT002 achieved a median duration of at least 24 weeksbased on three different assessments, including 1) the number of weeks from treatment until a subject reaches or exceeds their target TWSTRS-Total score, 2)improvement (score >0) on the Clinician Global Impression of Change (CGIC), and 3) TWSTRS-Total score return to baseline. For reference, current treatment ofcervical dystonia calls for injection of botulinum toxin approximately every 3 months, or 4 times per year.Plantar FasciitisWe are also developing RT002 for the treatment of plantar fasciitis. Plantar fasciitis is a painful affliction caused by inflammation of the ligament runningalong the bottom of the foot and is the most common cause of heel pain. Heel pain is the most common complaint of patients who visit podiatrists and orthopedicfoot and ankle surgeons. Eighty percent of reported heel pain complaints are due to plantar fasciitis. Plantar fasciitis is estimated to affect 10 to 18 millionindividuals in the United States. Risk factors include age, long distance running, excessive weight, abnormal foot posture, use of poor foot wear, and repetitivetrauma.Symptoms can last six months or more, sometimes requiring surgery. In the United States alone, more than two million patients undergo treatment for plantarfasciitis each year. Treatment options for less severe cases include leg and foot stretching exercises, nonsteroidal anti-inflammatory drugs, shoe inserts, heel pads,and night splints. More severe or refractory cases are currently treated with steroid injections, extracorporeal shock wave therapy, platelet rich plasma injections,and/or surgery. Preclinical and clinical research suggests a neurotoxin candidate such as RT002 injectable may provide patients with sustained relief from chronicheel pain and support healing of the plantar fascia without the risks of plantar fascia rupture or atrophy of the fat pad that can occur with corticosteroid injections, acommon treatment.No botulinum toxin is approved for treating plantar fasciitis; the clinical endpoints, however, are well established. Published estimates place the annual U.S.evaluation and treatment market for plantar fasciitis at more than $250 million, and we believe the market could grow significantly larger if patients had acompelling neurotoxin treatment option.RT002 Injectable for Treatment of Plantar FasciitisIn 2016, we initiated a Phase 2 prospective, randomized, double-blinded, placebo-controlled trial of RT002 injectable in the therapeutic indication of plantarfasciitis. This study will evaluate the safety and efficacy of a single administration of RT002 injectable in reducing the signs and symptoms of plantar fasciitis. Thestudy is expected to enroll approximately 60 subjects in the United States. The study's primary efficacy endpoint is the improvement in the American OrthopedicFoot and Ankle Score (AOFAS). Subjects will be followed for 16 weeks post treatment. Topline clinical results from this study are expected in the second half of2017.DaxibotulinumtoxinA Topical Gel (RT001 or RT001 Topical)RT001 topical is a topical gel formulation of botulinum toxin type A in a proprietary single-use applicator. The botulinum toxin in RT001 topical blocksneuromuscular transmission by binding to receptor sites on motor or sympathetic nerve terminals, entering the nerve terminals and inhibiting the release of specificneurotransmitters. RT001 is designed to provide treatment with no needles, no downtime, no bruising and no pain.We completed RT001 topical Phase 3 clinical trials for the treatment of lateral canthal lines (crow’s feet) and an initial Phase 2 clinical trial for the treatmentof primary axillary hyperhidrosis. We discontinued clinical development of RT001 topical for the treatment of crow’s feet in 2016 following the results from ourREALISE 1 Phase 3 clinical trial, which was designed to evaluate the safety and efficacy of RT001 topical compared to placebo in subjects with moderate tosevere crow's feet. Based on the REALISE 1 results, we also decided not to pursue further clinical development of RT001 topical for the treatment primary axillaryhyperhidrosis. We are studying RT001 topical in a preclinical setting for therapeutic and aesthetic applications where topical administration of botulinum toxinprovides a meaningful advantage over injection.5Table of ContentsPreclinical Program In accordance with international guidelines and in consultation with the FDA, we have also conducted a nonclinical development program for RT001topical. The program included preclinical efficacy, safety bioavailability and single and repeat dose toxicity studies of RT001 topical, including chronic studies ofup to nine months' duration. Genotoxicity, local tolerance and formulation bridging studies were also conducted, along with reproductive toxicity testing. Together,these studies supported prior and possible future clinical development of RT001 topical.Based on the results of future preclinical studies, we will determine further development of indications for RT001 topical, such as hyperhidrosis,neuropsychiatric disorders, and chronic inflammatory diseases.HyperhidrosisAccording to published medical articles, hyperhidrosis affects approximately nine million people in the United States (or 2.8% of the current population),with approximately half experiencing axillary hyperhidrosis, or underarm excessive sweating. Prevalence in the United States is slightly higher among men thanwomen, but women are more likely to take action to have the condition treated. In 2014, the International Hyperhidrosis Society or IHHS fielded a survey amongits email subscribers. While it is recognized that consumers who regularly read newsletters from the IHHS are likely to be more severe sufferers and those who aremore likely to treat their disease, this survey does provide up to date information on this population. Additionally, we believe that these consumers may be earlyadopters of new treatments. In this population, hyperhidrosis is a multi-focal disease where the majority of people (81%) suffer in more than one focal area inaddition to their underarms, most commonly the hands and feet. Among this group of consumers, 90% have sought assistance from a medical professional(compared to 38% cited in medical literature that describes the general population of hyperhidrosis sufferers). Of the 90% who seek medical assistance, 79%receive a diagnosis of hyperhidrosis, and of those, 87% seek some type of treatment. The most commonly used treatments and percentage of respondents that useeach are:•Over-the-counter antiperspirants (78%)•Prescription antiperspirants (77%)•Oral medication (53%)•Botulinum Toxin Injections (41%)•Iontophoresis, or the use of electrical current on skin (38%)•Surgery (13%)•Other (10%)Neuropsychiatric DisordersMigraine Headache. Migraine headache is a central nervous system disorder characterized as moderate to severe headache and often includes additionalsymptoms such as nausea and vomiting. The global market for treatment of migraine headache was estimated to be $3.2 billion in 2015 according to a reportpublished by Decision Resource Group. Migraine headache affects 38 million people in the United States, 4 million of whom suffer from chronic migraineheadache. In the United States, this debilitating condition results in $36 billion each year in healthcare and lost productivity costs, according to the MigraineResearch Foundation. Injected delivery of botulinum toxin has been validated as a therapeutically effective pharmaceutical agent for the preventive treatment ofmigraine headache. Botox® was approved for the treatment of chronic migraine headache in 2010. In 2015, BOTOX® sales for migraine were estimated to bemore than $500 million. However, the treatment requires up to 31 injections in a patient’s head and neck and may have significant side effects, including thepotential for injected botulinum toxin to diffuse to neighboring sites causing muscle weakness and pain, sometimes even triggering migraine headache attacks.Chronic Daily Headache . Chronic daily headache, which is defined as an idiopathic headache occurring on more than 15 days per month for at least 3months and for a daily duration of at least 4 hours, is considered a headache disorder that may benefit from treatment with botulinum toxin A. It is likely that thosepatients with chronic daily headache (with or without medication overuse) who are severely impaired (i.e., highest loss of productivity) and who are not receivingany other prophylactic treatment are the appropriate group of patients that may benefit from treatment with botulinum toxin. Since this total patient group shows aprevalence of up to 4% in population based epidemiological studies, it is warranted to further elucidate the clinical efficacy of botulinum toxin in this subgroup.6Table of ContentsMajor Depressive Disorder . Major depressive disorder is a common and serious disease that may be resistant to routine pharmacologic andpsychotherapeutic treatment approaches. Preliminary studies have shown a single treatment of botulinum toxin in the forehead region can improve symptoms ofdepression in patients with major depressive disorder, or MDD, as defined by DSM-IV criteria. Positive effects on mood have been observed in subjects whounderwent treatment of glabellar lines with botulinum toxin and, in an open case series, depression remitted or improved after such treatment.Neuropathic Pain . Neuropathic pain is a condition that may arise as a result of a lesion or disease affecting the nervous system and, as a collection ofsyndromes, is often chronic in nature causing significant negative impact to quality of life. Existing treatments include antidepressants, serotonin inhibitors andcalcium channel agonists, each of which require daily dosing and are often accompanied by side effects and modest efficacy. More recently, injected botulinumtoxin has been shown to address many forms of neuropathic pain and provide extended relief, of approximately three months, in line with the known durationprofile for botulinum toxin treatment of other targets. RT001 topical represents an appealing alternative with its topical delivery, allowing relatively large areas tobe treated without injection pain while maintaining the potential benefit of extended duration from a single treatment of botulinum toxin.Chronic Inflammatory DiseasesRosacea. Rosacea is a common skin condition that causes redness, dilated blood vessels and may produce small red pus-filled bumps of the face. It affectsan estimated 16 million Americans, yet only a small fraction are being treated. While there is no cure for rosacea and the cause is unknown, medical therapy isavailable to control or reverse its signs and symptoms.Psoriasis. Psoriasis is a chronic skin condition that affects an estimated 125 million people worldwide, 2 to 3 percent of the total population, and is themost prevalent autoimmune disease according to the World Psoriasis Day consortium. Animal-model studies have shown the potential role of botulinum toxin inaddressing inflammatory skin conditions, specifically demonstrating that botulinum toxin injections improved the clinical appearance of psoriasis.Eczema. Eczema is another chronic inflammatory skin condition marked by dry, itchy skin. Atopic dermatitis - the most common form of eczema -affects millions of people, including an estimated six to 10 percent of children. Early research suggests that there could be a role for botulinum toxin in combatingitch by better understanding the interaction of the vascular system in inflammatory skin conditions. While there are available therapies to treat eczema andpsoriasis, not all therapies are equally effective. In inflammatory conditions such as these, a topical botulinum toxin could potentially provide a viable treatment alternative to the current standardtreatment, topical steroids, which have side effects, such as rosacea, perioral dermatitis, and acne.Rheumatic conditions. In rheumatology, botulinum toxin may be able to help treat painful blood vessel conditions, such as Raynaud’s disease andScleroderma. In initial studies, botulinum toxin injections have shown overall improvement in patient pain as well as a reduction in soft tissue ulceration.Our TechnologyOur Proprietary Peptide TechnologyCombining our proprietary peptide technology with active drug macromolecules such as daxibotulinumtoxinA may help address currently unfulfilled needsin aesthetic medicine and various therapeutic categories. Employing our proprietary peptide technology may ensure overall formulation performance of the RT002injectable where the focus is on delivering the first potentially long-acting neurotoxin. With novel as well as multiple indication areas in clinical development, ourDaxibotulinumtoxinA compound is often referred to as "a pipeline within a product."RT002 Injectable Delivery of Botulinum ToxinRT002 injectable utilizes our proprietary botulinum toxin-peptide complex in a saline-based formulation. In RT002 injectable, the peptide interacts with bothextracellular structures and cell surface receptors in the targeted muscle. This interaction restricts the toxin molecule to the target site and potentially reducesunwanted spread to other neighboring muscles.7Table of ContentsWe believe that by limiting the spread of RT002 injectable to neighboring muscles, RT002 injectable is likely to be tolerated at higher doses than Botox®Cosmetic. Additionally, at doses where the spread of BOTOX® Cosmetic and RT002 injectable were compared, RT002 injectable appeared to be more targetedwith longer duration in our preclinical studies. Nonclinical and clinical data taken together suggest that RT002 injectable may provide long duration of effect at thetarget muscle and reduce spread to untargeted muscles.The Botulinum Toxin MarketBotulinum toxin is a protein and neurotoxin produced by Clostridium botulinum . Since 1989 botulinum toxin in an injectable dose form has been used totreat a variety of aesthetic and therapeutic indications in the United States. Botulinum toxin has been approved for a variety of therapeutic indications includingcervical dystonia, upper limb spasticity, blepharospasm, strabismus associated with neurological movement disorders, hyperhidrosis, migraine headache,overactive bladder conditions and, most recently, lower limb spasticity. In the United States, botulinum toxin has been approved to treat two aesthetic indications,glabellar lines and lateral canthal lines, although we believe that botulinum toxin is widely used for other aesthetic indications. Only three products, Allergan’sBotox ® Cosmetic, Ipsen and Galderma’s Dysport ® , and Merz’s Xeomin ® , each of which is delivered in an injectable form, have been approved for thetreatment of glabellar lines in the United States.According to Global Industry Analysts, Inc. or GIA, the global market for botulinum toxin was estimated to be $3.7 billion in 2016 and is anticipated toreach $6.6 billion by 2022, registering a Compounded Annual Growth Rate (CAGR) of 10.7% over the analysis period of 2015 to 2022. The market is split intoaesthetic ($1.6 billion in 2016) and therapeutic indications ($2.0 billion in 2016). We expect continued growth of the botulinum toxin market to be driven by newindications and product launches in new geographies. According to clinicaltrials.gov, there are nearly 240 active clinical trials for a wide range of uses ofbotulinum toxin, with approximately one-fifth of these identified as being in Phase 3 clinical development. While we are unaware of any clinical trials forpotentially competitive long-lasting products that may reach the market before RT002 injectable, it is possible that clinical trials for such potentially competitiveproducts have occurred or are occurring.The Opportunity for Botulinum Toxins for Aesthetic IndicationsToday’s culture places significant value on physical appearance, leading to widespread adoption of anti-aging and aesthetic treatments. The aesthetic markethas grown dramatically in the United States, driven by a large population of consumers who are looking to delay signs of aging and improve general appearance.Injectable botulinum toxin treatments are the single largest cosmetic procedure in the United States and the rest of the world. According to the AmericanSociety for Aesthetic Plastic Surgery, or ASAPS, a strong consumer preference for non-surgical options and the increasing availability of effective alternativeshave prompted adoption of non-surgical aesthetic procedures by a broader patient population. These trends have made non-surgical procedures the primary driverof growth in the aesthetic medicine market, accounting for 85% of the total number of procedures performed in 2015, according to the ASAPS annual statistics.Injectable botulinum toxin was the most frequently performed non-surgical procedure in 2015, with 4.3 million procedures in the US, an 18.9% increase over 2014.Injectable treatments overall, botulinum toxins and dermal fillers, increased 21% in 2015, according to ASAPS. Injectable botulinum toxin treatments have beenthe number one nonsurgical procedure since 2000, according to ASAPS. The number of procedures surpassed 4 million annually for the first time in 2015.The Opportunity for Botulinum Toxins for Therapeutic IndicationsWhile currently approved botulinum toxin products may be better known for their aesthetic applications, according to GIA, the fastest-growing segment ofthe botulinum toxin market in the United States and Europe is actually for therapeutic indications. This growth has been driven largely by the approval ofbotulinum toxin products in new indications such as preventive treatment of chronic migraine headache and upper limb spasticity in 2010, urinary incontinence in2011, overactive bladder in 2013, and lower limb spasticity in 2016. Botulinum toxin’s ability to affect neuromuscular junctions, muscle activity or the release ofneuropeptides, neurotransmitters and neuromediators in a controlled manner has enabled it to be developed and used in a wide range of therapeutic indications.In addition to the approved therapeutic indications mentioned above, botulinum toxin products are being evaluated in clinical trials in multiple othertherapeutic indications including acne, rosacea, skin and wound healing, scar reduction, hair loss treatments, plantar fasciitis and several musculoskeletalconditions.8Table of ContentsWe believe there is opportunity to improve injectable botulinum toxin use in neurological movement and other disorders. Muscle movement disorders areneurological conditions that affect a person’s ability to control muscle activity in one or more areas of the body. Muscle spasticity happens after the body’s nervoussystem has been damaged, most commonly by a stroke, disease, or trauma. Muscle spasticity can be painful and may have a significant effect on a person’s qualityof life. Some tasks, like getting dressed or bathing, become difficult, and a person’s self-esteem may be affected by their abnormal posture. Common musclemovement disorders include cervical dystonia (excessive pulling of the muscles in the neck and shoulder), and upper or lower limb spasticity (stiffness in arm orleg muscles). Botulinum toxin type A has proven safe and effective for such uses, as the most common treatment for muscle movement disorders is to relax themuscle by injecting it with botulinum toxin. However, such injections must be repeated every 3-4 months and require large doses, typically more than 200BOTOX® units each treatment. As a result of the discomfort associated with muscle movement disorders and the associated demand for treatment that currentlyrequires up to four visits per year, we believe that there is a significant need for a long-lasting and targeted injectable botulinum toxin.Our StrategyOur objective is to be a leading provider of botulinum toxin products across multiple aesthetic and therapeutic indications in both injectable and topical doseforms and to expand the market for botulinum toxin products. To achieve this objective, we plan to develop and commercialize two proprietary, patent-protectedproduct candidates: first, our RT002 injectable botulinum toxin, followed by our RT001 topical botulinum toxin.Key elements of our strategy are: •Advance RT002 Injectable Clinical Development. We initiated subject dosing of our SAKURA Phase 3 program of RT002 injectable for thetreatment of glabellar lines in 2016. We also plan to continue our Phase 2 trials for the treatment of cervical dystonia and plantar fasciitis and initiatefuture development of RT002 injectable in other indications where differentiation or first-mover advantage can be achieved.•Build Our Own Sales And Marketing Capabilities To Commercialize RT002 Injectable in North America. If RT002 injectable is approved for thetreatment of glabellar lines by the FDA, we intend to build our own commercial organization to launch in North America. Specifically, we plan tobuild a specialty sales force to target key physicians who perform the majority of aesthetic procedures, including dermatologists, plastic surgeons,facial plastic surgeons, and oculo-plastic surgeons.•Expand the Global Market for Botulinum Toxin Products . We believe RT002 injectable has the ability to expand the botulinum toxin market byappealing to patients who seek a long-lasting effect. We believe RT001 topical and other possible dose forms can expand the overall botulinum toxinmarket beyond the current patient base by bringing in new patients who would prefer a needle-free approach to treatment and a more tolerableprocedure.•Establish Selective Strategic Partnerships to Maximize the Commercial Potential of our Product Candidates and our Proprietary PeptideTechnology . Outside of North America, we plan to evaluate whether to commercialize our product candidates on our own or in collaboration withpotential partners and distributors. Specifically, assuming regulatory approval of RT002 injectable outside of the United States, we will evaluatewhether to build in-house commercial capabilities in one or more foreign countries or to seek commercialization partners to maximize theprofitability of RT002 injectable. Additionally, our proprietary peptide technology can be used for molecules other than botulinum toxin. We plan topartner or license opportunistically the technology to monetize our technology platform.•Maximize the Value of our Botulinum Toxin Cell Line and Manufacturing Assets . We have developed an integrated manufacturing, analytics,research and development facility that is capable of producing proprietary forms of botulinum toxin for Revance and any future partners.Manufacturing and OperationsWe have established capabilities for the production of botulinum toxin type A, including bulk drug substance and both topical and injectable finished drugproduct. Botulinum toxin is regulated as a Select Agent under authority of the Centers for Disease Control and Prevention, or CDC, and as such requires that weperform our operations in compliance with CDC regulations. We are in good standing under our Select Agent license with the CDC. We have assembled a team ofexperienced individuals in the technical disciplines of chemistry, biology and engineering and have appropriately equipped laboratory space to support ongoingresearch and development efforts in our botulinum toxin product development platform. We have the ability to manufacture our own botulinum toxin to supportour clinical trial programs and eventually, our commercial production. We believe that having direct control over our manufacturing processes will enable us todevelop additional pharmaceutical product configurations effectively and with a competitive cost structure.9Table of ContentsWe manufacture and perform testing for both bulk drug substance and finished dosage forms of drug product to support our RT002 injectable and our RT001topical product candidates. The additional components required for our product lines, the peptide for both RT002 injectable and RT001 topical and the diluent anddelivery applicator for RT001 topical, are all manufactured by third parties under contract with us. See the section entitled “Outsourced Components” below foradditional information.Drug SubstanceManufacture of the drug substance for RT002 injectable and RT001 topical is based on microbial fermentation followed by product recovery and purificationsteps. The process is entirely free of animal and human-derived materials and depends on standard raw materials available commercially. The process is alreadyscaled to support all future commercial demands. Bulk drug substance is stable when stored for extended periods, which allows us to establish reserves of drugsubstance and allows periodic drug substance production to replenish inventories as needed.Drug ProductManufacture of topical and injectable dose forms to support the RT002 injectable and RT001 topical clinical programs is currently performed at our fill-finish facility. The manufacturing process consists of bulk compounding, liquid fill and freeze-drying to support acceptable shelf-life duration. We plan to performfurther scale-up of RT002 injectable drug product manufacturing to meet anticipated commercial demand and may utilize internal capacity, a third-partymanufacturer or a combination of both.Outsourced ComponentsWe contract with third parties for the manufacture of our botulinum toxin and the additional components required for our products, which includes themanufacture of bulk peptide through American Peptide Company, Inc., or American Peptide, diluent through Hospira Worldwide, Inc., or Hospira. AmericanPeptide and Hospira have been or were recently acquired by Bachem and Pfizer, Inc., respectively.Our agreement with List Biological Laboratories, Inc., or List Laboratories, a developer of botulinum toxin, includes certain milestone payments related tothe clinical development of our botulinum toxin products and the toxin manufacturing process. There is a royalty with an effective rate ranging from low-to-midsingle-digit percentages of future sales of botulinum toxin. Our agreement with List Laboratories will remain in effect until expiration of our royalty obligationsand may be terminated earlier on mutual agreement or because of a material breach by either party.Our agreement with American Peptide includes development, manufacture and supply of peptide in accordance with certain specifications. This agreementalso includes certain quality control and inspection provisions through which we can ensure the satisfactory quality of our peptide. Our agreement with AmericanPeptide will remain in effect until 2020 and may be terminated earlier by either party following advance notice or a material breach by either party.Our agreement with Hospira includes product development services and manufacture and supply services and requires that we provide Hospira with advanceforecasts of our product needs. This agreement also includes minimum purchase requirements once we have commercialized our products. Our agreement withHospira will remain in effect for seven years, subject to extensions, after we commercialize our products and may be terminated earlier by either party followingadvance notice and good faith consultation.CompetitionWe expect to enter highly competitive pharmaceutical and medical device markets. Successful competitors in the pharmaceutical and medical device marketshave the ability to effectively discover, develop, test and obtain regulatory approvals for products, as well as the ability to effectively commercialize, market andpromote approved products, including communicating the effectiveness, safety and value of products to actual and prospective customers and medical staff.Numerous companies are engaged in the development, manufacture and marketing of healthcare products competitive with those that we are developing.Many of our competitors have substantially greater manufacturing, financial, research and development, personnel and marketing resources than we do. Ourcompetitors may also have more experience and expertise in obtaining marketing approvals from the FDA and other regulatory authorities. In addition to productdevelopment, testing, approval and promotion, other competitive factors in the pharmaceutical and medical device industries include industry consolidation,product quality10Table of Contentsand price, product technology, reputation, customer service and access to technical information. As a result, our competitors may be able to develop competing orsuperior technologies and processes, and compete more aggressively and sustain that competition over a longer period of time than we could. Our technologies andproducts may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by one or more of our competitors. Asmore companies develop new intellectual property in our markets, the possibility of a competitor acquiring patent or other rights that may limit our products orpotential products increases, which could lead to litigation.Upon marketing approval, the first expected use of our products will be to treat glabellar lines, cervical dystonia and plantar fasciitis, followed by potentialuse to treat other aesthetic and therapeutic conditions. The technologies with which we expect to compete directly are injectable and topical neuromodulators.Injectable and Topical NeuromodulatorsOur primary competitors in the pharmaceutical market are companies offering injectable dose forms of botulinum toxin, including: •BOTOX ® and BOTOX Cosmetic®, marketed by Allergan, Inc., since its original approval by the FDA in 1989, has been approved for multipleindications, including glabellar lines, crow’s feet, hyperhidrosis, upper and lower limb spasticity, cervical dystonia, strabismus, blepharospasm,chronic migraine, incontinence, and overactive bladder. Allergan is a leading global pharmaceutical company with significant research, discovery,and delivery capabilities.•Myobloc ® , a neuromodulator currently marketed by US WorldMeds and approved by the FDA in 2000.•Dysport ® , an injectable botulinum toxin for the treatment of cervical dystonia, glabellar lines and upper and lower limb spasticity, which ismarketed by Ipsen Ltd., or Ipsen, and Galderma, a Nestle company. Galderma acquired rights to market the product in the United States and Canadafrom Valeant Pharmaceuticals International, Inc. in 2014. Dysport® was approved by the FDA in 2009. Ipsen had previously received marketingauthorization for a cosmetic indication for Dysport ® in Germany in 2006. In 2007, Ipsen granted Galderma an exclusive development and marketinglicense for Dysport ® for cosmetic indications in the European Union, Russia, Eastern Europe and the Middle East, and first rights of negotiation forother countries around the world, except the United States, Canada and Japan. In 2008, Galderma became Ipsen’s sole distributor for Dysport ® inBrazil, Argentina and Paraguay. In 2009, the health authorities of 15 European Union countries approved Dysport ® for glabellar lines under thetrade name Azzalure ® . In 2011, Ipsen and Syntaxin engaged in a research collaboration agreement to develop native and engineered formats ofbotulinum toxin.•Xeomin ® , marketed by Merz Pharma, or Merz, and approved by the FDA in 2010 for cervical dystonia and blepharospasm in adults previouslytreated with Botox ® . In the third quarter of 2011, Xeomin ® was approved by the FDA and in Korea for glabellar lines. In the fourth quarter of2015, Xeomin ® was approved by the FDA for the treatment of upper limb spasticity. Xeomin ® is also currently approved for therapeuticindications in most countries in the European Union as well as Canada and certain countries in Latin America and Asia. Bocouture ® (rebrandedfrom Xeomin ® ), marketed by Merz, received approval for glabellar lines in Germany in 2009. In 2010, Bocouture ® was approved in significantmarkets within the European Union. Xeomin ® is also approved for glabellar lines in Argentina and Mexico.We are aware of competing neuromodulators currently being developed and commercialized in Asia, South America and other markets. These markets mayor may not require adherence to the FDA’s cGMPs or the regulatory requirements of the European Medicines Agency or other regulatory agencies in countries thatare members of the Organization for Economic Cooperation and Development. While these products are unlikely to meet stringent U.S. regulatory standards, thecompanies operating in these markets may be able to produce products at a lower cost than United States and European manufacturers. In addition to the injectablebotulinum toxin dose forms, we are aware that other companies are developing topical neuromodulators for cosmetic and therapeutics indications and areconducting clinical trials for acne and facial aesthetic and hyperhidrosis.Aesthetic MedicineWe anticipate that the first use of our products will be in the professional facial aesthetic medicine market, which includes neurotoxins and dermal fillers, aswell as polymer-based injectables. These and other products experience indirect competition from procedures, such as laser treatments, face lifts, chemical peels,fat injections and cold therapy. In the United States, dermal filler products, including Allergan’s Juvéderm family of fillers including Juvéderm VoLUMA ® XC,compete with Galderma’s products Restylane ® and Perlane™. In 2010, the FDA approved Allergan’s Juvéderm ® Ultra XC and Ultra Plus XC products11Table of Contentscontaining lidocaine as well as new formulations of Galderma's Restylane ® and Perlane™, also containing lidocaine, and Restylane ® without lidocaine for lips.In June 2016, Allergan gained FDA approval for Juvéderm Volbella ® XC, created specifically for lips for greater lift and longer-lasting results. In December2016, Galderma gained FDA approval for Restylane Refyne, which was approved for the treatment of moderate to severe facial wrinkles and folds, and RestylaneDefyne, which was approved for the treatment of moderate to severe, deep facial wrinkles and folds. Additional competitors in the filler category include Radiesse® , a calcium hydroxylapatite from BioForm, which was acquired by Merz in 2010, Sculptra ® from Galderma, and Belotero Balance ® from Merz.Internationally, competitive products include Q-Med’s range of Restylane ® and Perlane™ products, as well as products from Anteis, Filoraga, Teoxane, Galdermaand a large number of other hyaluronic acid, bioceramic, protein and other polymer-based dermal fillers.Sales and MarketingWe currently have limited marketing capabilities and no sales organization. Assuming successful completion of clinical trials and receipt of marketingapproval for RT002 injectable for treatment of glabellar lines by the FDA, we plan to launch in North America with our own commercial organization.Specifically, we would access the North American market by hiring a focused, specialized sales force that targets the core physicians (dermatologists, plasticsurgeons, facial plastic surgeons and oculo-plastic surgeons) who perform the majority of the cosmetic procedures. Assuming approval to market in the UnitedStates, we will focus our initial marketing of RT002 injectable on these core specialties.Strategic PartneringWe plan to focus our efforts on developing and commercializing RT002 injectable in North America. We intend to market on our own and seek collaborativerelationships outside of North America to maximize the commercial potential of our product candidates and delivery technology.We also plan to leverage our proprietary peptide technology outside of our core focus in botulinum toxin by partnering with other companies. For example,in June 2013, we entered into an exclusive technology evaluation agreement with the Procter & Gamble Company to co-develop a peptide and explore applicationsof our proprietary peptide technology in two classes of over-the-counter cosmetic compounds. If successful, this partnership would enable us to receive royaltyrevenue.Intellectual PropertyOur success depends in large part on our ability to obtain and maintain intellectual property protection for our drug candidates, novel biological discoveries,and drug development technology and other know-how, to operate without infringing on the proprietary or intellectual property rights of others and to preventothers from infringing our proprietary and intellectual property rights. We seek to protect our proprietary position by, among other methods, filing U.S. and foreignpatent applications related to our proprietary technology, inventions and improvements that are important to the development and implementation of our business.We also rely on know-how, copyright, trademarks and trade secret laws, continuing technological innovation and potential in-licensing opportunities to developand maintain our proprietary position. Such protection is also maintained using confidential disclosure agreements. Protection of our technologies is important forus to offer our customers proprietary services and products unavailable from our competitors, and to exclude our competitors from using technology that we havedeveloped. If competitors in our industry have access to the same technology, our competitive position may be adversely affected.It is possible that our current patents, or patents which we may later acquire, may be successfully challenged or invalidated in whole or in part. It is alsopossible that we may not obtain issued patents from our pending patent applications or other inventions we seek to protect. Due to uncertainties inherent inprosecuting patent applications, sometimes patent applications are rejected and we subsequently abandon them. It is also possible that we may develop proprietaryproducts or technologies in the future that are not patentable or that the patents of others will limit or altogether preclude our ability to do business. In addition, anypatent issued to us, or any of our pending patent applications, may provide us with little or no competitive advantage, in which case we may abandon such patent,or patent applications, or license them to another entity. For more information, please see “Item 1A. Risk Factors — Risks Related to our Intellectual Property.”On June 2, 2016, we entered into the Asset Purchase Agreement, or the Purchase Agreement, with Botulinum Toxin Research Associates, Inc., or BTRX.Under the Purchase Agreement, we acquired all rights, title and interest in a portfolio of botulinum toxin-related patents and patent applications from BTRX andwas granted the right of first negotiation and right of first refusal with respect to other botulinum toxin-related patents owned or controlled by BTRX.12Table of ContentsAs of February 7, 2017, we held approximately 183 issued patents and approximately 134 pending patent applications, including foreign counterparts of U.S.patents and applications. Thirty-one of our patents are issued in the United States, with the rest issued in Australia, Canada, China, various countries in Europe,Hong Kong, Israel, Japan, Malaysia, Mexico, New Zealand, Singapore and South Africa. In addition, we have pending patent applications in the United States aswell as in Australia, Brazil, Canada, China, Europe, Hong Kong, Israel, India, Japan, Korea, Mexico, and Singapore. The earliest that any of our patents will expireis December 10, 2019 for U. S. Patent No. 6,429,189.We will continue to pursue additional patent protection as well as take appropriate measures to obtain and maintain proprietary protection for our innovativetechnologies.Our registered and pending U.S. trademarks include REVANCE ® , TransMTS ® , MOTISTE ®, "Remarkable Science Changes Everything ®",MEYESMILE, and R Logo.Government RegulationProduct Approval Process in the United StatesIn the United States, the FDA regulates drugs and biologic products under the Federal Food, Drug and Cosmetic Act, or FDCA, its implementing regulations,and other laws, including, in the case of biologics, the Public Health Service Act. Our product candidates, RT002 injectable and RT001 topical, are subject toregulation by the FDA as a biologic. Biologics require the submission of a BLA to the FDA and approval of the BLA by the FDA before marketing in the UnitedStates.The process of obtaining regulatory approvals for commercial sale and distribution and the subsequent compliance with applicable federal, state, local andforeign statutes and regulations require the expenditure of substantial time and financial resources. Failure to comply with the applicable U. S. requirements at anytime during the product development process, approval process or after approval, may subject an applicant to administrative or judicial civil or criminal sanctions.These sanctions could include the FDA’s refusal to approve pending applications, license suspension or revocation, withdrawal of an approval, imposition of aclinical hold on clinical trials, warning letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusalsof government contracts, restitution, disgorgement or civil or criminal penalties. The process required by the FDA before a biologic may be marketed in the UnitedStates generally involves the following: •completion of preclinical laboratory tests, animal studies and formulation studies performed in accordance with the FDA’s current good laboratorypractices, or GLP regulations;•submission to the FDA of an IND which must become effective before human clinical trials in the United States may begin;•approval by an institutional review board, or IRB, at each clinical trial site before each trial may be initiated;•performance of adequate and well-controlled human clinical trials in accordance with the FDA’s current good clinical practices, or GCP regulationsto establish the safety and efficacy of the product candidate for its intended use;•submission to the FDA of a BLA;•satisfactory completion of an FDA inspection, if the FDA deems it as a requirement, of the manufacturing facility or facilities where the product isproduced to assess compliance with the FDA’s current good manufacturing practice standards, or cGMP regulations to assure that the facilities,methods and controls are adequate to preserve the product’s identity, strength, quality and purity, as well as compliance with applicable QualitySystem Regulations, or QSR, for devices;•potential audits by the FDA of the nonclinical and clinical trial sites that generated the data in support of the BLA;•potential review of the BLA by an external advisory committee to the FDA, whose recommendations are not binding on the FDA; and•FDA review and approval of the BLA prior to any commercial marketing or sale.Preclinical StudiesBefore testing any compounds with potential therapeutic value in humans, the product candidate enters the preclinical testing stage. Preclinical tests includelaboratory evaluations of product chemistry, stability and formulation, as well as animal studies to assess the potential toxicity and activity of the productcandidate. The conduct of the preclinical tests must comply with federal regulations and requirements including GLPs. The sponsor must submit the results of thepreclinical tests, together13Table of Contentswith manufacturing information, analytical data, any available clinical data or literature and a proposed clinical protocol, to the FDA as part of the IND. The INDautomatically becomes effective 30 days after receipt by the FDA, unless the FDA raises concerns or questions about the conduct of the clinical trial, includingconcerns that human research subjects will be exposed to unreasonable health risks. In such a case, the IND sponsor and the FDA must resolve any outstandingconcerns before the clinical trial can begin. The FDA may also impose clinical holds on a product candidate at any time before or during clinical trials due to safetyconcerns or non-compliance, or for other reasons.Clinical TrialsClinical trials involve the administration of the product candidate to human patients under the supervision of qualified investigators, generally physicians notemployed by or under the clinical trial sponsor’s control. Clinical trials are conducted under protocols detailing, among other things, the objectives of the clinicaltrial, dosing procedures, subject selection and exclusion criteria, and the parameters to be used to monitor subject safety and effectiveness. Each protocol must besubmitted to the FDA as part of the IND. Clinical trials must be conducted in accordance with GCPs. Further, each clinical trial must be reviewed and approved byan IRB at or servicing each institution at which the clinical trial will be conducted. An IRB is charged with protecting the welfare and rights of clinical trialparticipants and considers such items as whether the risks to individuals participating in the clinical trials are minimized and are reasonable in relation toanticipated benefits. The IRB also approves the form and content of the informed consent that must be signed by each clinical trial subject or his or her legalrepresentative and must monitor the clinical trial until completed. Human clinical trials are typically conducted in three sequential phases that may overlap or becombined: •Phase 1. The product candidate is initially introduced into a limited population of healthy human subjects and tested for safety, dosage tolerance,absorption, metabolism, distribution and excretion. In the case of some products for some diseases, or when the product may be too inherently toxicto ethically administer to healthy volunteers, the initial human testing is often conducted in patients with the disease or condition for which theproduct candidate is intended to gain an early indication of its effectiveness.•Phase 2. The product candidate is evaluated in a limited patient population, but larger than in Phase 1, to identify possible adverse events and safetyrisks, to preliminarily evaluate the efficacy of the product for specific targeted indications and to assess dosage tolerance, optimal dosage and dosingschedule.•Phase 3. Clinical trials are undertaken to further evaluate dosage, and provide substantial evidence of clinical efficacy and safety in an expandedpatient population, such as several hundred to several thousand, at geographically dispersed clinical trial sites. Phase 3 clinical trials are typicallyconducted when Phase 2 clinical trials demonstrate that a dose range of the product candidate is effective and has an acceptable safety profile. Thesetrials typically have at least 2 groups of patients who, in a blinded fashion, receive either the product or a placebo. Phase 3 clinical trials are intendedto establish the overall risk/benefit ratio of the product and provide an adequate basis for product labeling. Generally, two adequate and well-controlled Phase 3 clinical trials are required by the FDA for approval of a BLA.Post-approval trials, sometimes referred to as Phase 4 clinical trials, may be conducted after initial marketing approval. These trials are used to gainadditional experience from the treatment of patients in the intended therapeutic indication to further assess the biologic’s safety and effectiveness after BLAapproval. Phase 4 trials can be initiated by the drug sponsor or as a condition of BLA approval by the FDA.Annual progress reports detailing the results of the clinical trials must be submitted to the FDA and written IND safety reports must be promptly submitted tothe FDA and the investigators for serious and unexpected adverse events or any finding from tests in laboratory animals that suggests a significant risk for humansubjects.Concurrent with clinical trials, companies usually complete additional animal studies and must also develop additional information about the chemistry andphysical characteristics of the biologic and finalize a process for manufacturing the product in commercial quantities in accordance with cGMP requirements. Themanufacturing process must be capable of consistently producing quality batches of the product candidate and, among other things, must develop methods fortesting the identity, strength, quality and purity of the final biologic product. Additionally, appropriate packaging must be selected and tested and stability studiesmust be conducted to demonstrate that the product candidate does not undergo unacceptable deterioration over its shelf life.U.S. Review and Approval Processes14Table of ContentsThe results of product development, preclinical studies and clinical trials, along with descriptions of the manufacturing process, analytical tests, proposedlabeling and other relevant information are submitted to the FDA in the form of a BLA requesting approval to market the product for one or more specifiedindications. The submission of a BLA is subject to the payment of substantial user fees.Once the FDA receives a BLA, it has 60 days to review the BLA to determine if it is substantially complete and the data are readable, before it accepts theBLA for filing. Once the submission is accepted for filing, the FDA begins an in-depth review of the BLA. Under the goals and policies agreed to by the FDAunder the Prescription Drug User Fee Act, or PDUFA, the FDA has twelve months from submission in which to complete its initial review of a standard BLA andmake a decision on the application, and eight months from submission for a priority BLA, and such deadline is referred to as the PDUFA date. The FDA does notalways meet its PDUFA dates for either standard or priority BLAs. The review process and the PDUFA date may be extended by three months if the FDA requestsor the BLA sponsor otherwise provides additional information or clarification regarding information already provided in the submission within the last threemonths before the PDUFA date.After the BLA submission is accepted for filing, the FDA reviews the BLA to determine, among other things, whether the proposed product is safe andeffective for its intended use, and whether the product is being manufactured in accordance with cGMP to assure and preserve the product’s identity, strength,quality and purity. The FDA may refer applications for novel drug or biological products or drug or biological products which present difficult questions of safetyor efficacy to an advisory committee, typically a panel that includes clinicians and other experts, for review, evaluation and a recommendation as to whether theapplication should be approved and under what conditions. The FDA is not bound by the recommendations of an advisory committee, but it considers suchrecommendations carefully when making decisions. During the approval process, the FDA also will determine whether a Risk Evaluation and MitigationStrategies, or REMS, is necessary to assure the safe use of the product. If the FDA concludes a REMS is needed, the sponsor of the BLA must submit a proposedREMS; the FDA will not approve the BLA without an approved REMS, if required. A REMS can substantially increase the costs of obtaining approval and limitcommercial opportunity.Before approving a BLA, the FDA can inspect the facilities at which the product is manufactured. The FDA will not approve the BLA unless it determinesthat the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure consistent production of the product withinrequired specifications. Additionally, before approving a BLA, the FDA will typically inspect one or more clinical sites to assure that the clinical trials wereconducted in compliance with GCP requirements. If the FDA determines that the application, manufacturing process or manufacturing facilities are not acceptable,it will outline the deficiencies in the submission and often will request additional clinical testing or information before a BLA can be approved.The FDA will issue a complete response letter if the agency decides not to approve the BLA. The complete response letter describes all of the specificdeficiencies in the BLA identified by the FDA. The deficiencies identified may be minor, for example, requiring labeling changes, or major, for example, requiringadditional clinical trials. Additionally, the complete response letter may include recommended actions that the applicant might take to place the application in acondition for approval. If a complete response letter is issued, the applicant may either resubmit the BLA, addressing all of the deficiencies identified in the letter,or withdraw the application.If a product receives regulatory approval, the approval may be significantly limited to specific diseases and dosages or the indications for use may otherwisebe limited, which could restrict the commercial value of the product. Further, the FDA may require that certain contraindications, warnings or precautions beincluded in the product labeling. In addition, the FDA may require post marketing studies, sometimes referred to as Phase 4 testing, which involves clinical trialsdesigned to further assess drug safety and effectiveness and may require testing and surveillance programs to monitor the safety of approved products that havebeen commercialized. After approval, certain changes to the approved biologic, such as adding new indications, manufacturing changes or additional labelingclaims, are subject to further FDA review and approval. Depending on the nature of the change proposed, a BLA supplement must be submitted and approvedbefore the change may be implemented. For many proposed post-approval changes to a BLA, the FDA has up to 180 days to review the application. As with newBLAs, the review process is often significantly extended by the FDA requests for additional information or clarification.15Table of ContentsPost-Approval RequirementsAny biologic products for which we receive FDA approvals are subject to continuing regulation by the FDA, including, among other things, record-keepingrequirements, reporting of adverse experiences with the product, providing the FDA with updated safety and efficacy information, product sampling anddistribution requirements, complying with certain electronic records and signature requirements and complying with FDA promotion and advertising requirements,which include, among others, restrictions on direct-to-consumer advertising, promoting biologics for uses or in patient populations that are not described in theproduct’s approved labeling, known as “off-label use,” industry-sponsored scientific and educational activities, and promotional activities involving the internet.The FDA closely regulates the post-approval marketing and promotion of biologics, and although physicians may prescribe legally available drugs for off-labeluses, manufacturers may not market or promote such off-label uses. Failure to comply with these or other FDA requirements can subject a manufacturer to possiblelegal or regulatory action, such as warning letters, suspension of manufacturing, seizure of product, injunctive action, mandated corrective advertising orcommunications with healthcare professionals, possible civil or criminal penalties or other negative consequences, including adverse publicity.We currently manufacture clinical drug supplies using a combination of third-party manufacturers and our own manufacturing facility in order to supportboth of our product candidates and plan to do so on a commercial scale if our product candidates are approved. Our future collaborators may also utilize thirdparties for some or all of a product we are developing with such collaborator. We and our third-party manufacturers are required to comply with applicable FDAmanufacturing requirements contained in the FDA’s cGMP regulations. cGMP regulations require among other things, quality control and quality assurance aswell as the corresponding maintenance of records and documentation. Drug manufacturers and other entities involved in the manufacture and distribution ofapproved biologics are required to register their establishments with the FDA and certain state agencies, and are subject to periodic inspections by the FDA andcertain state agencies for compliance with cGMP and other laws. Accordingly, manufacturers must continue to expend time, money, and effort in the area ofproduction and quality control to maintain cGMP compliance.U.S. Patent Term Restoration and Marketing ExclusivityDepending upon the timing, duration and specifics of the FDA approval of our biologic product candidate, some of our U.S. patents may be eligible forlimited patent term extension under the Drug Price Competition and Patent Term Restoration Act of 1984, commonly referred to as the Hatch-WaxmanAmendments. The Hatch-Waxman Amendments permit a patent restoration term of up to five years as compensation for patent term lost during productdevelopment and the FDA regulatory review process. However, patent term restoration cannot extend the remaining term of a patent beyond a total of 14 yearsfrom the product’s approval date. The patent term restoration period is generally one-half the time between the effective date of an IND and the submission date ofa BLA plus the time between the submission date of a BLA and the approval of that application. Only one patent applicable to an approved product is eligible forthe extension and the application for the extension must be submitted prior to the expiration of the patent. The U.S. Patent and Trademark Office, in consultationwith the FDA, reviews and approves the application for any patent term extension or restoration. In the future, we may intend to apply for restoration of patent termfor one of our currently owned or licensed patents to add patent life beyond its current expiration date, depending on the expected length of the clinical trials andother factors involved in the filing of the relevant BLA.Market exclusivity provisions under the FDCA can also delay the submission or the approval of certain applications of other companies seeking to referenceanother company’s BLA. Specifically, the Biologics Price Competition and Innovation Act of 2009, or BPCIA, established an abbreviated pathway for theapproval of biosimilar and interchangeable biological products. Under the BPCIA, an application for a biosimilar product cannot be approved by the FDA untiltwelve years after the original branded product was approved under a BLA. However, an application may be submitted after four years if it contains a certificationof patent invalidity or non-infringement to one of the patents listed with the FDA by the innovator BLA holder.Product Approval Process Outside the United StatesIn addition to regulations in the United States, we will be subject to a variety of foreign regulations governing manufacturing, clinical trials, commercialsales and distribution of our future products. Whether or not we obtain FDA approval for a product candidate, we must obtain approval of the product by thecomparable regulatory authorities of foreign countries before commencing clinical trials or marketing in those countries. The approval process varies from countryto country, and the time may be longer or shorter than that required for FDA approval. The requirements governing the conduct of clinical trials, product licensing,pricing and reimbursement vary greatly from country to country.Under European Union regulatory systems, marketing authorizations may be submitted either under a centralized, decentralized or mutual recognitionprocedure. The centralized procedure provides for the grant of a single marketing16Table of Contentsauthorization that is valid for all European Union member states. The decentralized procedure includes selecting one “reference member state,” or RMS, andsubmitting to more than one member state at the same time. The RMS National Competent Authority conducts a detailed review and prepares an assessment report,to which concerned member states provide comment. The mutual recognition procedure provides for mutual recognition of national approval decisions. Under thisprocedure, the holder of a national marketing authorization may submit an application to the remaining member states post-initial approval. Within 90 days ofreceiving the applications and assessment report, each member state must decide whether to recognize approval.Federal and State Fraud and Abuse and Data Privacy and Security Laws and RegulationsIn addition to FDA restrictions on marketing of pharmaceutical products, federal and state fraud and abuse laws restrict certain business practices in thebiotechnology industry. These laws include anti-kickback and false claims statutes. We will be subject to these laws and regulations once we begin to directlycommercialize our products.The federal Anti-Kickback Statute prohibits, among other things, knowingly and willfully offering, paying, soliciting or receiving remuneration to induce, orin return for, purchasing, leasing, ordering or arranging for the purchase, lease or order of any item or service reimbursable under Medicare, Medicaid or otherfederal healthcare programs. The term “remuneration” has been broadly interpreted to include anything of value, including for example, gifts, discounts, thefurnishing of supplies or equipment, credit arrangements, payments of cash, waivers of payment, ownership interests and providing anything at less than its fairmarket value. The Anti-Kickback Statute has been interpreted to apply to arrangements between pharmaceutical manufacturers on one hand prescribers, purchasersand formulary managers on the other. Although there are a number of statutory exemptions and regulatory safe harbors protecting certain common activities fromprosecution, the exemptions and safe harbors are drawn narrowly, and our practices may not in all cases meet all of the criteria for statutory exemptions or safeharbor protection. Practices that involve remuneration that may be alleged to be intended to induce prescribing, purchases or recommendations may be subject toscrutiny if they do not qualify for an exemption or safe harbor. Several courts have interpreted the statute’s intent requirement to mean that if any one purpose of anarrangement involving remuneration is to induce referrals of federal healthcare covered business, the statute has been violated. The reach of the Anti-KickbackStatute was also broadened by the Patient Protection and Affordable Care Act as amended by the Health Care and Education Reconciliation Act of 2010, orcollectively, the ACA, which, among other things, amends the intent requirement of the federal Anti-Kickback Statute. Pursuant to the statutory amendment, aperson or entity no longer needs to have actual knowledge of this statute or specific intent to violate it in order to have committed a violation. In addition, the ACAprovides that the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a falseor fraudulent claim for purposes of the civil False Claims Act or the civil monetary penalties statute, which imposes penalties against any person who is determinedto have presented or caused to be presented a claim to a federal health program that the person knows or should know is for an item or service that was notprovided as claimed or is false or fraudulent. The federal transparency requirements under ACA require certain manufacturers of drugs, devices, biologics andmedical supplies to annually report to the Department of Health and Human Services information related to payments and other transfers of value to physicians andteaching hospitals and physician ownership and investment interests.The federal False Claims Act prohibits any person from knowingly presenting, or causing to be presented, a false claim for payment to the federalgovernment or knowingly making, using or causing to be made or used a false record or statement material to a false or fraudulent claim to the federal government.Pharmaceutical and other healthcare companies have been prosecuted under these laws for allegedly providing free product to customers with the expectation thatthe customers would bill federal programs for the product. Other companies have been prosecuted for causing false claims to be submitted because of thecompanies’ marketing of the product for unapproved, and thus non-reimbursable, uses. Also, many states have similar fraud and abuse statutes or regulations thatapply to items and services reimbursed under Medicaid and other state programs, or, in several states, apply regardless of the payor.In addition, we may be subject to data privacy and security regulation by both the federal government and the states in which we conduct our business. TheHealth Insurance Portability and Accountability Act, or HIPAA, as amended by the Health Information Technology and Clinical Health Act, or HITECH, and itsimplementing regulations, imposes certain requirements relating to the privacy, security and transmission of individually identifiable health information. Amongother things, HITECH makes HIPAA’s privacy and security standards directly applicable to “business associates,” those independent contractors or agents ofcovered entities that receive or obtain protected health information in connection with providing a service on behalf of a covered entity. HITECH also increased thecivil and criminal penalties that may be imposed against covered entities, business associates and possibly other persons, and gave state attorneys general newauthority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorney’s fees and costs associated withpursuing federal civil actions. In addition, state laws govern the privacy and security of health information in certain circumstances,17Table of Contentsmany of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts.Because of the breadth of these laws and the narrowness of available statutory and regulatory exemptions, it is possible that some of our business activitiesnow and in the future could be subject to challenge under one or more of such laws. If our operations are found to be in violation of any of the federal and statelaws described above or any other governmental regulations that apply to us, we may be subject to penalties, including criminal and significant civil monetarypenalties, damages, fines, imprisonment, exclusion of products from reimbursement under government programs and the curtailment or restructuring of ouroperations, any of which could adversely affect our ability to operate our business and our results of operations. To the extent that any of our products are sold in aforeign country, we may be subject to similar foreign laws and regulations, which may include, for instance, applicable post-marketing requirements, includingsafety surveillance, anti-fraud and abuse laws and implementation of corporate compliance programs and reporting of payments or transfers of value to healthcareprofessionals.Environment, Health and SafetyWe are voluntarily assessing and publicly reporting our greenhouse gas emissions and water usage, and have begun to take action to reduce such emissionsand usage. For example, we have established employee commuter programs, evaluated the energy efficiency of our buildings and installed low-flow water fixtures.Various laws and regulations have been implemented or are under consideration to mitigate the effects of climate change caused by greenhouse gas emissions. Forexample, the California Air Resources Board is in the process of drafting regulations to meet state emissions targets. Based on current information and subject tothe finalization of the proposed regulations, we believe that our primary risk related to climate change is the risk of increased energy costs. However, because weare not an energy-intensive business, we do not anticipate being subject to a cap and trade system or any other mitigation measures that would likely be material toour capital expenditures, results of operations or competitive position.We are also subject to other federal, state and local regulations regarding workplace safety and protection of the environment. We use hazardous materials,chemicals, viruses and various radioactive compounds in our research and development activities and cannot eliminate the risk of accidental contamination orinjury from these materials. Certain misuse or accidents involving these materials could lead to significant litigation, fines and penalties. We have implementedproactive programs to reduce and minimize the risk of hazardous materials incidents.Research and DevelopmentConducting research and development is central to our business model. We have invested and expect to continue to invest significant time and capital in ourresearch and development operations. Our research and development expenses were $50.4 million , $47.5 million , and $33.4 million during the years endedDecember 31, 2016 , 2015 , and 2014 , respectively. We plan to increase our research and development expenses for the foreseeable future to initiate and completeadditional clinical trials and associated programs related to RT002 injectable for the treatment of glabellar lines and therapeutic indications in areas such as cervicaldystonia and plantar fasciitis.EmployeesAs of December 31, 2016 , we had 106 full-time employees. Of these employees, 83 employees were engaged in research and development and 23employees were engaged in finance, marketing, human resources, facilities, information technology, general management, and administrative activities. We plan tocontinue to expand our research and development activities. To support this growth, we will need to expand managerial, research and development, operations,commercial, finance and other functions. None of our employees are represented by a labor union, and we consider our employee relations to be good.Other InformationWe were incorporated in Delaware on August 10, 1999 under the name Essentia Biosystems, Inc. We commenced operations in June 2002 and, in April2005, changed our name to Revance Therapeutics, Inc. Our principal executive offices are located at 7555 Gateway Boulevard, Newark, California 94560, and ourtelephone number is (510) 742-3400. Our website address is http://www.revance.com. The information contained in, or that can be accessed through, our website isnot part of this Form 10-K.We file electronically with the SEC, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, andamendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the18Table of ContentsExchange Act. You may obtain copies of these reports after the date of this Annual Report directly from us or from the SEC at the SEC’s Public Reference Roomat 100 F Street, N.E. Washington, D.C. 20549. In addition, the SEC maintains information for electronic filers (including Revance) at its website at www.sec.gov.The public may obtain information regarding the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We make available on ourwebsite at www.revance.com (under “Investors - Financials & Filings”), free of charge, copies of these reports as soon as reasonably practicable after filing thesereports with, or furnishing them to, the SEC.We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. We will remain an emerginggrowth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of our initial public offering in February 2014, (b) in whichwe have total annual gross revenue of at least $1.0 billion, or (c) in which we are deemed to be a large accelerated filer, and (2) the date on which we have issuedmore than $1.0 billion in non-convertible debt during the prior three-year period. References herein to "emerging growth company" shall have the meaningassociated with it in the JOBS Act.19Table of ContentsITEM 1A.RISK FACTORSInvesting in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as all other informationincluded in this Form 10-K, including our Consolidated Financial Statements, the notes thereto and the section entitled “Management’s Discussion and Analysisof Financial Condition and Results of Operations,” before you decide to purchase shares of our common stock. If any of the following risks actually occurs, ourbusiness, prospects, financial condition and operating results could be materially harmed. As a result, the trading price of our common stock could decline andyou could lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impairour business operations and stock price.Risks Related to Our Business and StrategyWe are substantially dependent on the clinical and commercial success of our injectable product candidate RT002 injectable.To date, we have invested substantial efforts and financial resources in the research and development of botulinum toxin-based product candidates. Oursuccess as a company is substantially dependent on the clinical and commercial success of RT002 injectable.We completed RT001 topical Phase 3 clinical trials for the treatment of lateral canthal lines (crow’s feet) and initial Phase 2 clinical trials for the treatment ofprimary axillary hyperhidrosis (excessive under arm sweating) and for the prevention of chronic migraine headache. However, we discontinued clinicaldevelopment of RT001 topical for the treatment of crow’s feet and for the treatment of axillary hyperhidrosis in June 2016, following results from our REALISE 1Phase 3 clinical trial, which was designed to evaluate the safety and efficacy of RT001 topical compared to placebo in subjects with moderate to severe crow's feet.We have invested substantial efforts and financial resources in the research and development of RT002 injectable. We are in Phase 3 clinical developmentfor RT002 injectable in North America for the treatment of glabellar lines. During the fourth quarter of 2016, we initiated subject dosing in our SAKURA Phase 3program, and expect to report topline results from our Phase 3 program (called SAKURA 1 and SAKURA 2) in the fourth quarter of 2017. In March 2016, wereported results from BELMONT, a Phase 2 active comparator clinical trial against the market leader BOTOX® Cosmetic. The 24-week data from the trial showedthat RT002 injectable achieved its primary efficacy measurement at four weeks for all doses of RT002 injectable and that such efficacy was highly statisticallysignificant as compared to placebo. In addition, the 40 Unit dose of RT002 injectable demonstrated a 23.6-week median duration versus BOTOX® Cosmetic withan 18.8-week median duration. Across all cohorts, RT002 injectable appeared to be generally safe and well-tolerated. These results may not be indicative of resultsfrom future trials.In September 2015, we initiated a Phase 2 dose-escalating, open-label clinical study of RT002 injectable for the treatment of cervical dystonia. The Phase 2study is evaluating the safety, preliminary efficacy, and duration of effect of RT002 injectable in subjects with moderate to severe isolated cervical dystonia. InDecember 2016, we announced positive interim results from the Phase 2 trial. The interim data showed that RT002 injectable appeared to be generally safe andwell-tolerated, demonstrated median duration of greater than 24 weeks, and displayed clinically significant impact on cervical dystonia signs and symptoms. Thetrial enrolled 37 subjects and is following three sequential treatment cohorts for up to a total of 24 weeks after treatment for each cohort. The trial’s first cohort of12 subjects received a single dose of up to 200 units of RT002 injectable, the second cohort of 12 subjects received between 200 and 300 units, and the third cohortof 13 subjects received from 300 to 450 units. Later-enrolled subjects in the second and third cohorts have yet to complete the trial’s 24-week protocol. We plan toshare 24-week results in the second quarter of 2017.We also initiated a Phase 2 prospective, randomized, double-blinded, placebo-controlled trial of RT002 injectable in the therapeutic indication of plantarfasciitis. This study will evaluate the safety and efficacy of a single administration of RT002 injectable in reducing the signs and symptoms of plantar fasciitis. Thestudy is expected to enroll approximately 60 subjects in the United States. The study’s primary efficacy endpoint is the improvement in the American OrthopedicFoot and Ankle Score (AOFAS). Subjects will be followed for 16 weeks post treatment. Topline clinical results from this study are expected in the second half of2017.Our near-term prospects, including our ability to finance our company and generate revenue, will depend heavily on the successful development, regulatoryapproval and commercialization of RT002 injectable. Our longer-term prospects will depend on the successful development, regulatory approval andcommercialization of RT002 injectable, as well as any future product candidates. The preclinical, clinical and commercial success of our product candidates willdepend on a number of factors, including the following:20Table of Contents •timely completion of, or need to conduct additional, clinical trials, including our clinical trials for RT002 injectable, RT001 topical, and any futureproduct candidates, which may be significantly slower or cost more than we currently anticipate and will depend substantially upon the number anddesign of such trials and the accurate and satisfactory performance of third party contractors;•our ability to demonstrate the effectiveness and differentiation of our products on a consistent basis as compared to existing or future therapies;•our ability to demonstrate to the satisfaction of the FDA, the safety and efficacy of RT002 injectable, RT001 topical, or any future product candidatesthrough clinical trials;•whether we are required by the FDA or other similar foreign regulatory agencies to conduct additional clinical trials to support the approval of RT002injectable, RT001 topical, or any future product candidates;•our success in educating physicians and patients about the benefits, administration and use of RT002 injectable, RT001 topical, or any future productcandidates, if approved;•the prevalence and severity of adverse events experienced with our product candidates or future approved products;•the timely receipt of necessary marketing approvals from the FDA and similar foreign regulatory authorities;•the ability to raise additional capital on acceptable terms and in the time frames necessary to achieve our goals;•achieving and maintaining compliance with all regulatory requirements applicable to RT002 injectable, RT001 topical, or any future productcandidates or approved products;•the availability, perceived advantages, relative cost, relative safety and relative efficacy of alternative and competing treatments;•the effectiveness of our own or our future potential strategic collaborators’ marketing, sales and distribution strategy and operations;•our ability to manufacture clinical trial supplies of RT002 injectable, RT001 topical, or any future product candidates and to develop, validate andmaintain a commercially viable manufacturing process that is compliant with current good manufacturing practices, or cGMP;•our ability to successfully commercialize RT002 injectable, RT001 topical, or any future product candidates, if approved for marketing and sale,whether alone or in collaboration with others;•our ability to enforce our intellectual property rights in and to RT002 injectable, RT001 topical, or any future product candidates;•our ability to avoid third-party patent interference or intellectual property infringement claims;•acceptance of RT002 injectable, RT001 topical, or any future product candidates, if approved, as safe and effective by patients and the medicalcommunity; and•the continued acceptable safety profile of RT002 injectable, RT001 topical, or any future product candidates following approval.If we do not achieve one or more of these factors, many of which are beyond our control, in a timely manner or at all, we could experience significant delaysor an inability to successfully commercialize our product candidates. Accordingly, we cannot assure you that we will be able to generate sufficient revenue throughthe sale of RT002 injectable, RT001 topical, or any future product candidate to continue our business.21Table of ContentsWe may be unable to obtain regulatory approval for RT002 injectable, RT001 topical, or future product candidates under applicable regulatoryrequirements. The denial or delay of any such approval would delay commercialization and have a material adverse effect on our potential to generaterevenue, our business prospects, and our results of operations.To gain approval to market a biologic product such as RT002 injectable or RT001 topical, we must provide the FDA and foreign regulatory authorities withdata that adequately demonstrate the safety, efficacy and quality of the product for the intended indication applied for in the BLA or other respective marketingapplications. The development of biologic products is a long, expensive and uncertain process, and delay or failure can occur at any stage of any of our clinicaltrials. A number of companies in the pharmaceutical industry, including biotechnology companies, have suffered significant setbacks in clinical trials, including inPhase 3 development, even after promising results in earlier preclinical studies or clinical trials. These setbacks have been caused by, among other things, findingsmade while clinical trials were underway, safety or efficacy observations, including previously unreported adverse events; and the need to conduct furthersupportive or unanticipated studies, even after initiating Phase 3 trials. Success in preclinical testing and early clinical trials does not ensure that later clinical trialswill be successful or that additional supportive studies will not be required, and the results of clinical trials by other parties may not be indicative of the results intrials we may conduct.Specifically, we completed RT001 topical clinical trials for the treatment of lateral canthal lines (crow’s feet) and primary axillary hyperhidrosis. Wediscontinued clinical development of RT001 topical for the treatment of crow’s feet in 2016 following the results from our REALISE 1 Phase 3 clinical trial. Thetrial, designed to evaluate the safety and efficacy of RT001 topical compared to placebo in subjects with moderate to severe crow's feet, did not achieve its co-primary or other endpoints. Based on these results, we also decided not to pursue further clinical development of RT001 topical for the treatment primary axillaryhyperhidrosis.We initiated subject dosing in Phase 3 clinical studies of RT002 injectable for the treatment of glabellar lines in the fourth quarter of 2016. Our businesscurrently depends substantially on the successful development, regulatory approval and commercialization of our product candidates. Based on discussion with theFDA at a Pre-Phase 3 meeting in the second quarter of 2016 and the minutes received following the meeting, we submitted an IND in the United States andinitiated subject dosing in Phase 3 clinical studies of RT002 injectable for the treatment of glabellar lines in 2016. We also plan to move forward with studiesrequired for submission of a BLA. Such studies may increase the time, expense and uncertainty of our RT002 injectable development program, including, forexample, because results of such studies may indicate to us a further need to refine the RT002 injectable product candidate.We currently have no drug or biologic products approved for sale, and we may never obtain regulatory approval to commercialize RT002 injectable orRT001 topical. The research, testing, manufacturing, labeling, approval, sale, marketing and distribution of drug and biologic products are subject to extensiveregulation by the FDA and other regulatory authorities in the United States and other countries, and such regulations differ from country to country. We are notpermitted to market RT002 injectable in the United States until we receive approval of a BLA from the FDA. We are also not permitted to market RT002 injectablein any foreign countries until we receive the requisite approval from the regulatory authorities of such countries.The FDA or any foreign regulatory body can delay, limit or deny approval of our product candidates, including RT002 injectable, for many reasons,including: •our inability to demonstrate to the satisfaction of the FDA or an applicable foreign regulatory body that RT002 injectable, RT001 topical, or anyfuture product candidates are safe and effective for the requested indication;•our inability to demonstrate preclinical proof of concept of RT001 topical or other products in future, new indications;•the FDA’s or an applicable foreign regulatory agency’s disagreement with the trial protocol or the interpretation of data from preclinical studies orclinical trials;•our inability to demonstrate that clinical and other benefits of RT002 injectable, RT001 topical, or any future product candidates outweigh any safetyor other perceived risks;•the FDA’s or an applicable foreign regulatory agency’s requirement for additional preclinical or clinical studies;•the FDA’s or an applicable foreign regulatory agency’s non-approval of the formulation, labeling or the specifications of RT002 injectable, RT001topical, or any future product candidates;•the FDA’s or an applicable foreign regulatory agency’s failure to approve our manufacturing processes or facilities, or the manufacturing processesor facilities of third party manufacturers with which we contract; or•the potential for approval policies or regulations of the FDA or an applicable foreign regulatory agencies to significantly change in a mannerrendering our clinical data insufficient for approval.22Table of ContentsOf the large number of drugs, including biologics, in development, only a small percentage successfully complete the FDA or other regulatory approvalprocesses and are commercialized.Even if we eventually complete clinical testing and receive approval of any regulatory filing for RT002 injectable, RT001 topical, or any future productcandidates, the FDA or the applicable foreign regulatory agency may grant approval contingent on the performance of costly additional post-approval clinicaltrials. The FDA or the applicable foreign regulatory agency also may approve RT002 injectable, RT001 topical, or any future product candidates for a more limitedindication or a narrower patient population than we originally requested, and the FDA or applicable foreign regulatory agency may not approve the labeling that webelieve is necessary or desirable for the successful commercialization of our product candidates. Any delay in obtaining, or inability to obtain, applicableregulatory approval for any of our product candidates and RT002 injectable, in particular, would delay or prevent commercialization of RT002 injectable andwould materially adversely impact our business, results of operations and prospects.We will require substantial additional financing to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or atall, could force us to delay, limit, reduce or terminate our product development, other operations or commercialization efforts.Since our inception, most of our resources have been dedicated to the research and preclinical and clinical development of our botulinum toxin productcandidates RT002 injectable and RT001 topical. In particular, our clinical programs for RT002 injectable and RT001 topical will require substantial additionalfunds to complete. We have recorded net losses of $89.3 million , $73.5 million , and $62.9 million for the year ended December 31, 2016 , 2015 and 2014 ,respectively, had an accumulated deficit through December 31, 2016 of $421.5 million and had a working capital surplus of $173.0 million as of December 31,2016 , primarily as a result of our IPO, June 2014 and November 2015 follow-on public offerings, and 2015 At-The-Market, or ATM offering. We have funded ouroperations primarily through the sale and issuance of convertible preferred stock, common stock, notes payable and convertible notes. As of December 31, 2016 ,we had capital resources consisting of cash, cash equivalents, and investments of $185.5 million . On February 6, 2014, we sold 6,900,000 shares of common stockat $16.00 per share for aggregate net proceeds of $98.6 million in our IPO, after underwriting discounts, commissions, and other offering expenses. On June 19,2014, we sold 4,600,000 shares of common stock at $30.50 per share for aggregate net proceeds of $131.3 million in our follow-on public offering, afterunderwriting discounts, commissions, and other offering expenses. In the third quarter of 2015, we sold 352,544 shares of our common stock under the 2015 ATMagreement at a weighted average price of $30.76 per share resulting in net proceeds of approximately $10.0 million , after underwriting discounts, commissions,and other offering expenses. On November 9, 2015, we completed a follow-on public offering, pursuant to which we issued 3,737,500 shares of common stock at$36.00 per share, including the exercise of the underwriters’ option to purchase 487,500 additional shares of common stock, for net proceeds of $126.2 million .On March 7, 2016, we entered into the 2016 ATM Agreement with Cowen, under which we may offer and sell shares of our common stock having aggregate grossproceeds of up to $75 million through Cowen as our sales agent. No sales of our common stock have taken place under the 2016 ATM Agreement as ofDecember 31, 2016 . During the period from January 1, 2017 through February 24, 2017, we sold 469,478 shares of our common stock under the 2016 ATMAgreement at a weighted average price of $21.52 per share resulting in net proceeds of $9.4 million , after commissions and other offering expenses. On March 25,2016, the date of the effectiveness of our registration statement on Form S-3 filed with the SEC on March 7, 2016, the 2015 ATM Agreement was effectivelyterminated. We believe that we will continue to expend substantial resources for the foreseeable future for the clinical development of RT002 injectable, RT001topical, and development of any other indications and product candidates that we may choose to pursue. These expenditures will include costs associated withresearch and development, conducting preclinical studies and clinical trials, and manufacturing and supply as well as marketing and selling any products approvedfor sale. In addition, other unanticipated costs may arise. Because the outcome of any clinical trial is highly uncertain, we cannot reasonably estimate the actualamounts necessary to successfully complete the development and commercialization of RT002 injectable and any future product candidates.We believe that our existing cash, cash equivalents, and investments including the net proceeds from our IPO, follow-on public offerings, and ATMofferings will allow us to fund our operations for at least 12 months following the issuance of this annual report. However, our operating plan may change as aresult of many factors currently unknown to us, and we may need to seek additional capital sooner than planned, through public or private equity or debt financingsor other sources, such as strategic collaborations. Such financings may result in dilution to stockholders, imposition of debt covenants and repayment obligations orother restrictions that may affect our business. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if webelieve that we have sufficient funds for our current or future operating plans.Our future capital requirements depend on many factors, including: 23Table of Contents•the results of our clinical trials for RT002 injectable and preclinical trials of RT001 topical or any future product candidates;•the timing of, and the costs involved in, obtaining regulatory approvals for RT002 injectable, RT001 topical, or any future product candidates;•the number and characteristics of any additional product candidates we develop or acquire;•the scope, progress, results and costs of researching and developing and conducting preclinical and clinical trials of RT002 injectable, RT001 topical,or any future product candidates;•the cost of commercialization activities if RT002 injectable, RT001 topical, or any future product candidates are approved for sale, includingmarketing, sales and distribution costs;•the cost of manufacturing RT002 injectable, RT001 topical, or any future product candidates and any products we successfully commercialize andmaintaining our related facilities;•our ability to establish and maintain strategic collaborations, licensing or other arrangements and the terms of and timing such arrangements;•the degree and rate of market acceptance of any future approved products;•the emergence, approval, availability, perceived advantages, relative cost, relative safety and relative efficacy of alternative and competing productsor treatments;•any product liability or other lawsuits related to our products;•the expenses needed to attract and retain skilled personnel;•any litigation, including litigation costs and the outcome of such litigation;•the costs associated with being a public company;•the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims, including litigation costs and the outcome ofsuch litigation; and•the timing, receipt and amount of sales of, or royalties on, future approved products, if any.Additional capital may not be available when needed, on terms that are acceptable to us or at all. If adequate funds are not available to us on a timely basis,we may be required to delay, limit, reduce or terminate preclinical studies, clinical trials, research, development, manufacturing, sales, marketing or othercommercial activities for RT002 injectable, RT001 topical, or any future product candidate.If we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with thirdparties, we may have to relinquish certain valuable rights to our product candidates, technologies, future revenue streams or research programs or grant licenses onterms that may not be favorable to us. If we raise additional capital through public or private equity offerings, the ownership interest of our existing stockholderswill be diluted and the terms of any new equity securities may have a preference over our common stock. If we raise additional capital through debt financing, wemay be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt or making capital expenditures or specifiedfinancial ratios, any of which could restrict our ability to commercialize our product candidates or operate as a business.Even if our product candidates receive regulatory approval, they may fail to achieve the broad degree of physician adoption and use necessary forcommercial success.The commercial success of RT002 injectable, RT001 topical, and any future product candidates, if approved, will depend significantly on the broad adoptionand use of the resulting product by physicians for approved indications. The degree and rate of physician adoption of RT002 injectable, RT001 topical, and anyfuture product candidates, if approved, will depend on a number of factors, including: •the effectiveness and duration of effect of our product as compared to existing therapies;•physician willingness to adopt a new therapy to treat glabellar lines, cervical dystonia, plantar fasciitis or other aesthetic or therapeutic indications;•patient satisfaction with the results and administration of our product and overall treatment experience;•patient demand for the treatment of glabellar lines, cervical dystonia, plantar fasciitis or other aesthetic or therapeutic indications;•the willingness of third-party payors to reimburse physicians or patients for RT002 injectable, RT001 topical, and any future products we maycommercialize for therapeutic indications; and24Table of Contents•the revenue and profitability that our product will offer a physician as compared to alternative therapies.If RT002 injectable or any future product candidates are approved for use but fail to achieve the broad degree of physician adoption necessary forcommercial success, our operating results and financial condition will be adversely affected.Our product candidates, if approved, will face significant competition and our failure to effectively compete may prevent us from achieving significantmarket penetration and expansion.We expect to enter highly competitive pharmaceutical and medical device markets. Successful competitors in the pharmaceutical and medical device marketshave the ability to effectively discover therapies, obtain patents, develop, test and obtain regulatory approvals for products, and have the ability to effectivelycommercialize, market and promote approved products, including communicating the effectiveness, safety and value of products to actual and prospectivecustomers and medical staff. Numerous companies are engaged in the developing, patenting, manufacturing and marketing healthcare products which competewith those that we are developing. Many of these potential competitors are large, experienced companies that enjoy significant competitive advantages, such assubstantially greater financial, research and development, manufacturing, personnel and marketing resources, greater brand recognition and more experience andexpertise in obtaining marketing approvals from the FDA and other regulatory authorities.Upon marketing approval, the first expected use of our products will be in aesthetic medicine. The aesthetic product market, and the facial aesthetic marketin particular, is highly competitive and dynamic, and is characterized by rapid and substantial technological development and product innovations. This market isalso characterized by competitors obtaining patents to protect what they consider to be their intellectual property.In aesthetic medicine, we plan to seek regulatory approval of RT002 injectable for the treatment of glabellar lines. We anticipate that RT002 injectable, ifapproved, will face significant competition from existing injectable botulinum toxins as well as unapproved and off-label treatments. Further, if approved, in thefuture we may face competition for RT002 injectable from biosimilar products and products based upon botulinum toxin. To compete successfully in the aestheticmarket, we will have to demonstrate that the treatment of glabellar lines with RT002 injectable is a worthwhile aesthetic treatment and has advantages overexisting therapies. Competing in the aesthetic market could result in price-cutting, reduced profit margins and limited market share, any of which would harm ourbusiness, financial condition and results of operations.Due to less stringent regulatory requirements, there are many more aesthetic products and procedures available for use in a number of international marketsthan are approved for use in the United States. There are also fewer limitations on the claims that our competitors in certain international markets can make aboutthe effectiveness of their products and the manner in which they can market them. As a result, we face more competition in these markets than in the United States.We currently make our RT002 injectable clinical drug product exclusively in one internal manufacturing facility. We plan to utilize internal and externalfacilities in the future to support commercial production if our product candidates are approved. If these or any future facility or our equipment weredamaged or destroyed, or if we experience a significant disruption in our operations for any reason, our ability to continue to operate our business wouldbe materially harmed.We currently manufacture our own clinical drug product to support RT002 injectable in one internal manufacturing facility. We plan to utilize internal andexternal facilities in the future to support commercial production if RT002 injectable is approved. We expect that additional manufacturing capacity would need tobe established in the future to support commercial production of RT002 injectable if this product candidate is approved. If these or any future facility were to bedamaged, destroyed or otherwise unable to operate, whether due to earthquakes, fire, floods, hurricanes, storms, tornadoes, other natural disasters, employeemalfeasance, terrorist acts, power outages or otherwise, or if performance of our manufacturing facilities is disrupted for any other reason, such an event coulddelay our clinical trials or, if our product candidates are approved, jeopardize our ability to manufacture our products as promptly as our customers expect orpossibly at all. If we experience delays in achieving our development objectives, or if we are unable to manufacture an approved product within a timeframe thatmeets our customers’ expectations, our business, prospects, financial results and reputation could be materially harmed.Currently, we maintain insurance coverage totaling $31.3 million against damage to our property and equipment, $2.0 million in general liability coverage, a$9.0 million umbrella policy, and an additional $45.0 million to cover business interruption and research and development restoration expenses, subject todeductibles and other limitations. If we have underestimated our insurance needs with respect to an interruption, or if an interruption is not subject to coverageunder our insurance policies, we may not be able to cover our losses.25Table of ContentsImpairment in the carrying value of long-lived assets could negatively affect our operating results.We constructed a large capacity fill/finish line dedicated to the manufacture of RT001 topical and to support our regulatory license applications. Wediscontinued clinical development of RT001 topical for the treatment of crow’s feet and for the treatment of primary axillary hyperhidrosis in June 2016, followingthe results from our REALISE 1 Phase 3 clinical trial. During the year ended December 31, 2016 , we recorded a loss on impairment of $9.1 million related tocertain components of the RT001 topical fill/finish line and other long-lived assets. As of December 31, 2016 , the fill/finish line had a net book value of $5.1million . Under generally accepted accounting principles in the United States, long-lived assets, such as our fill/finish line, are required to be reviewed forimpairment whenever adverse events or changes in circumstances indicate a possible impairment. If business conditions or other factors indicate that the carryingvalue of the asset may not be recoverable, we may be required to record additional non-cash impairment charges. Additionally, if the carrying value of our capitalequipment exceeds current fair value as determined based on the discounted future cash flows of the related product, the capital equipment would be consideredimpaired and would be reduced to fair value by a non-cash charge to earnings, which could negatively affect our operating results. Events and conditions that couldresult in impairment in the value of our long-lived assets include adverse clinical trial results, changes in operating plans, unfavorable changes in competitivelandscape, adverse changes in the regulatory environment, or other factors leading to reduction in expected long-term sales or profitability. We will evaluate therecoverability and fair value of our long-lived assets, including those related to other components of the fill/finish line, each reporting period to determine theextent to which further non-cash charges to earnings are appropriate. Additional impairment in the value of our long-lived assets may materially and negativelyimpact our operating results.We have a limited operating history and have incurred significant losses since our inception and we anticipate that we will continue to incur losses for theforeseeable future. Currently, we have only one product candidate in clinical trials and no commercial sales, which, together with our limited operatinghistory, make it difficult to assess our future viability.We are a clinical-stage biotechnology company with a limited operating history. Biotechnology product development is a highly speculative undertaking andinvolves a substantial degree of risk. We are not profitable and have incurred losses in each year since we commenced operations in 2002. We have only a limitedoperating history upon which you can evaluate our business and prospects. In addition, we have limited experience and have not yet demonstrated an ability tosuccessfully overcome many of the risks and uncertainties frequently encountered by companies in new and rapidly evolving fields, particularly in thebiotechnology industry. To date, we have not obtained any regulatory approvals for any of our product candidates or generated any revenue from product salesrelating to RT002 injectable or RT001 topical. We continue to incur significant research and development and other expenses related to our ongoing clinical trialsand operations. We have recorded net losses of $89.3 million , $73.5 million , and $62.9 million for the year ended December 31, 2016 , 2015 and 2014 ,respectively, had an accumulated deficit through December 31, 2016 of $421.5 million and had a working capital surplus of $173.0 million as of December 31,2016 , primarily as a result of our February 2014 IPO, June 2014 and November 2015 follow-on public offerings, and 2015 ATM offering. The net proceeds fromthe sale of the shares in our IPO, June 2014 follow-on public offering, and November 2015 follow-on public offering, after deducting the underwriters’ discount,commissions, and other offering expenses related to the IPO and follow-on offerings, were approximately $98.6 million , $131.3 million , and $126.2 million ,respectively. Our capital requirements to implement our business strategy are substantial, including our capital requirements to develop and commercialize RT002injectable. We believe that our currently available capital is sufficient to fund our operations through at least the next 12 months.We expect to continue to incur losses for the foreseeable future, and we anticipate that these losses will increase as we continue our development of, seekregulatory approval for and begin to commercialize RT002 injectable. Our ability to achieve revenue and profitability is dependent on our ability to complete thedevelopment of our product candidates, obtain necessary regulatory approvals and manufacture, market and commercialize our products successfully. Even if weachieve profitability in the future, we may not be able to sustain profitability in subsequent periods. Our prior losses, combined with expected future losses, mayadversely affect the market price of our common stock and our ability to raise capital and continue operations.Even if RT002 injectable, RT001 topical, or any future product candidates obtain regulatory approval, they may never achieve market acceptance orcommercial success.Even if we obtain FDA or other regulatory approvals, RT002 injectable, RT001 topical, or any future product candidates may not achieve market acceptanceamong physicians and patients, and may not be commercially successful.The degree and rate of market acceptance of RT002 injectable, RT001 topical, or any future product candidates for which we receive approval depends on anumber of factors, including:•the safety and efficacy of the product as demonstrated in clinical trials;26Table of Contents•the clinical indications for which the product is approved;•acceptance by physicians, major operators of clinics and patients of the product as a safe and effective treatment;•the proper training and administration of our products by physicians and medical staff;•the potential and perceived advantages of our products over alternative treatments;•the cost of treatment in relation to alternative treatments and willingness to pay for our products, if approved, on the part of payors and patients;•the willingness of patients to pay for RT002 injectable, RT001 topical, and other aesthetic treatments in general, relative to other discretionary items,especially during economically challenging times;•the willingness of third-party payors to reimburse physicians or patients for RT002 injectable, RT001 topical, and any future products we maycommercialize for therapeutic indications;•the relative convenience and ease of administration;•the prevalence and severity of adverse events; and•the effectiveness of our sales and marketing efforts.Any failure by our product candidates that obtain regulatory approval to achieve market acceptance or commercial success would materially adversely affectour results of operations and delay, prevent or limit our ability to generate revenue and continue our business.Clinical drug development involves a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not bepredictive of future trial results.Clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain. Furthermore, we rely on contract researchorganizations, or CROs, and clinical trial sites to ensure the proper and timely conduct of our clinical trials. While we have agreements governing the committedactivities of our CROs, we have limited influence over their actual performance. A failure of one or more of our clinical trials can occur at any time during theclinical trial process. The results of preclinical studies and clinical trials of our product candidates may not be predictive of the results of later-stage clinical trials.Furthermore, final results may differ from interim results. For example, any positive results generated to date in clinical trials for RT002 injectable do not ensurethat later clinical trials, including any RT002 injectable clinical trials for the treatment of glabellar lines, will demonstrate similar results. Product candidates inlater stages of clinical trials may fail to show the desired safety profile and efficacy despite having progressed through preclinical studies and initial clinical trials.A number of companies in the biotechnology industry have suffered significant setbacks in advanced clinical trials due to a lack of efficacy or adverse safetyprofiles, notwithstanding promising results in earlier clinical trials. We have suffered similar setbacks with the clinical development of RT001 topical and wecannot be certain that we will not face other similar setbacks in the future for RT002 injectable or other clinical development programs. Even if our clinical trialsare completed, the results may not be sufficient to obtain regulatory approval for our product candidates.We have in the past and may in the future experience delays in our ongoing clinical trials, and we do not know whether future clinical trials, if any, willbegin on time, need to be redesigned, enroll an adequate number of subjects on time or be completed on schedule, if at all. Clinical trials can be delayed or abortedfor a variety of reasons, including delay or failure to: •obtain regulatory approval to commence a trial;•reach agreement on acceptable terms with prospective CROs and clinical trial sites, the terms of which can be subject to extensive negotiation andmay vary significantly among different CROs and trial sites;•obtain institutional review board, or IRB, approval at each site;•recruit suitable subjects to participate in a trial;•have subjects complete a trial or return for post-treatment follow-up;•ensure clinical sites observe trial protocol or continue to participate in a trial;•address any patient safety concerns that arise during the course of a trial;•address any conflicts with new or existing laws or regulations;•add a sufficient number of clinical trial sites; or•manufacture sufficient quantities of product candidate for use in clinical trials.Subject enrollment is a significant factor in the timing of clinical trials and is affected by many factors, including the size and nature of the patientpopulation, the proximity of patients to clinical sites, the eligibility criteria for the trial, the design of27Table of Contentsthe clinical trial, competing clinical trials and clinicians’ and patients’ perceptions as to the potential advantages of the drug being studied in relation to otheravailable therapies, including any new drugs or treatments that may be approved for the indications we are investigating.We could also encounter delays if a clinical trial is suspended or terminated by us, by the IRBs of the institutions in which such trials are being conducted, bythe data safety monitoring board, for such trial or by the FDA or other regulatory authorities. Such authorities may suspend or terminate a clinical trial due to anumber of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, failure of inspection of theclinical trial operations or trial site by the FDA or other regulatory authorities resulting in the imposition of a clinical hold, discovery of unforeseen safety issues oradverse side effects, failure to demonstrate a benefit from using a drug, changes in governmental regulations or administrative actions or lack of adequate fundingto continue the clinical trial.If we experience delays in the completion or termination of any clinical trial of our product candidates, the commercial prospects of our product candidatesmay be harmed, and our ability to generate product revenues from any of these product candidates will be delayed. In addition, any delays in completing ourclinical trials will increase our costs, slow down our product candidate development and approval process and jeopardize our ability to commence product salesand generate revenues. Any of these occurrences may significantly harm our business, financial condition and prospects. In addition, many of the factors that causeor lead to a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of our product candidates.We have no experience manufacturing our product candidates at full commercial scale. If our product candidates are approved, we will face certain risksassociated with scaling up our manufacturing capabilities to support commercial production.We have developed an integrated manufacturing, research and development facility located at our corporate headquarters. We manufacture drug substanceand finished dose forms of the drug product at this facility that we use for research and development purposes and clinical trials. We do not have experience inmanufacturing our product candidates at commercial scale. If our product candidates are approved, we may need to expand our manufacturing facilities, addmanufacturing personnel and ensure that validated processes are consistently implemented in our facilities and potentially enter into relationships with third partymanufacturers. We expect we will need to further scale up our RT002 injectable drug product manufacturing. The upgrade and expansion of our facilities willrequire additional regulatory approvals. In addition, it will be costly and time-consuming to expand our facilities and recruit necessary additional personnel. If weare unable to expand our manufacturing facilities in compliance with regulatory requirements or to hire additional necessary manufacturing personnel, we mayencounter delays or additional costs in achieving our research, development and commercialization objectives, including obtaining regulatory approvals of ourproduct candidates, which could materially damage our business and financial position.We currently contract with third-party manufacturers for certain components necessary to produce RT002 injectable and expect to continue to do so tosupport further clinical trials and commercial scale production if RT002 injectable is approved. This increases the risk that we will not have sufficientquantities of RT002 injectable or be able to obtain such quantities at an acceptable cost, which could delay, prevent or impair our development orcommercialization efforts.We currently rely on third-party manufacturers for certain components such as bulk peptide, necessary to produce RT002 injectable for our clinical trials,and we expect to continue to rely on these or other manufacturers to support our commercial requirements if RT002 injectable is approved. Some of our contractswith our manufacturers contain minimum order and pricing provisions and provide for early termination based on regulatory approval milestones.Reliance on third-party manufacturers entails additional risks, including the reliance on the third party for regulatory compliance and quality assurance, thepossible breach of the manufacturing agreement by the third party, and the possible termination or nonrenewal of the agreement by the third party at a time that iscostly or inconvenient for us. In addition, third- party manufacturers may not be able to comply with cGMP or Quality System Regulation, or QSR, or similarregulatory requirements outside the United States. Our failure or the failure of our third-party manufacturers to comply with applicable regulations could result insanctions being imposed on us, including fines, injunctions, civil penalties, delays, suspension or withdrawal of approvals, license revocation, seizures or recalls ofproducts, operating restrictions and criminal prosecutions, any of which could significantly and adversely affect supplies of RT002 injectable, or any other productcandidates or products that we may develop. Any failure or refusal to supply the components for RT002 injectable or any other product candidates or products thatwe may develop could delay, prevent or impair our clinical development or commercialization efforts.28Table of ContentsWe depend on single-source suppliers for the raw materials necessary to produce our product candidates. The loss of these suppliers, or their failure tosupply us with these raw materials, would materially and adversely affect our business.We and our manufacturers purchase the materials necessary to produce RT002 injectable for our clinical trials from single-source third-party suppliers. Thereare a limited number of suppliers for the raw materials that we use to manufacture our product candidates, and we may need to assess alternate suppliers to preventa possible disruption of the manufacture of the materials necessary to produce our product candidates for our clinical trials and, if approved, ultimately forcommercial sale. In particular, we outsource the manufacture of bulk peptide through American Peptide Company, Inc., or American Peptide, which was recentlyacquired by Bachem. We do not have any control over the process or timing of the acquisition of raw materials by our manufacturers. Although we generally donot begin a clinical trial unless we believe that we have a sufficient supply of a product candidate to complete the clinical trial, any significant delay in the supplyof RT002 injectable or any future product candidates, or the raw material components thereof, for an ongoing clinical trial due to the need to replace a third-partysupplier could considerably delay completion of our clinical trials, product testing and potential regulatory approval of RT002 injectable or any future productcandidates. If we or our manufacturers are unable to purchase these raw materials on acceptable terms and at sufficient quality levels or in adequate quantities if atall, the development of RT002 injectable and any future product candidates, or the commercial launch of any approved products, would be delayed or there wouldbe a shortage in supply, which would impair our ability to meet our development objectives for our product candidates or generate revenues from the sale of anyapproved products.Furthermore, if there is a disruption to our or our third-party suppliers’ relevant operations, we will have no other means of producing RT002 injectable orany future product candidates until they restore the affected facilities or we or they procure alternative facilities. Additionally, any damage to or destruction of ouror our third party or suppliers’ facilities or equipment may significantly impair our ability to manufacture our product candidates on a timely basis.We or the third parties upon whom we depend may be adversely affected by earthquakes or other natural disasters and our business continuity anddisaster recovery plans may not adequately protect us from a serious disaster.Our corporate headquarters and other facilities, including our sole manufacturing facility, are located in the San Francisco Bay Area, which has experiencedsevere earthquakes. We do not carry earthquake insurance. Earthquakes or other natural disasters could severely disrupt our operations, and have a material adverseeffect on our business, results of operations, financial condition and prospects.If a natural disaster, power outage or other event occurred that prevented us from using all or a significant portion of our headquarters, that damaged criticalinfrastructure, such as our manufacturing facility, enterprise financial systems or manufacturing resource planning and enterprise quality systems, or that otherwisedisrupted operations, it may be difficult or, in certain cases, impossible for us to continue our business for a substantial period of time. In particular, because wemanufacture botulinum toxin in our facilities, we would be required to obtain further clearance and approval by state, federal or other applicable authorities tocontinue or resume manufacturing activities. The disaster recovery and business continuity plans we have in place currently are limited and may not be adequate inthe event of a serious disaster or similar event. We may incur substantial expenses as a result of the limited nature of our disaster recovery and business continuityplans, which, particularly when taken together with our lack of earthquake insurance, could have a material adverse effect on our business.Furthermore, integral parties in our supply chain are geographically concentrated and operating from single sites, thereby increasing their vulnerability tonatural disasters or other sudden, unforeseen and severe adverse events. If such an event were to affect our supply chain, it could have a material adverse effect onour business.29Table of ContentsWe currently rely on third parties and consultants to conduct all our preclinical studies and clinical trials. If these third parties or consultants do notsuccessfully carry out their contractual duties or meet expected deadlines, we may be unable to obtain regulatory approval for or commercialize RT002injectable or any future product candidates.We do not have the ability to independently conduct preclinical studies or clinical trials. We rely on medical institutions, clinical investigators, contractlaboratories, collaborative partners and other third parties, such as CROs, to conduct clinical trials on our product candidates. The third parties with whom wecontract for execution of our clinical trials play a significant role in the conduct of these trials and the subsequent collection and analysis of data. However, thesethird parties are not our employees, and except for contractual duties and obligations, we have limited ability to control the amount or timing of resources that theydevote to our programs. Although we rely on these third parties to conduct our preclinical studies and clinical trials, we remain responsible for ensuring that eachof our preclinical studies and clinical trials is conducted in accordance with its investigational plan and protocol. Moreover, the FDA and foreign regulatoryauthorities require us to comply with regulations and standards, commonly referred to as good clinical practices, or GCPs and good laboratory practices or GLPs,for conducting, monitoring, recording and reporting the results of clinical and preclinical trials to ensure that the data and results are scientifically credible andaccurate, and that the trial subjects are adequately informed of the potential risks of participating in clinical trials. We also rely on consultants to assist in theexecution, including data collection and analysis, of our clinical trials.In addition, the execution of preclinical studies and clinical trials, and the subsequent compilation and analysis of the data produced, requires coordinationamong various parties. In order for these functions to be carried out effectively and efficiently, it is imperative that these parties communicate and coordinate withone another. Moreover, these third parties may also have relationships with other commercial entities, some of which may compete with us. These third partiesmay terminate their agreements with us upon as little as 30 days’ prior written notice of a material breach by us that is not cured within 30 days. Many of theseagreements may also be terminated by such third parties under certain other circumstances, including our insolvency or our failure to comply with applicable laws.In general, these agreements require such third parties to reasonably cooperate with us at our expense for an orderly winding down of services of such third partiesunder the agreements. If the third parties or consultants conducting our clinical trials do not perform their contractual duties or obligations, experience workstoppages, do not meet expected deadlines, terminate their agreements with us or need to be replaced, or if the quality or accuracy of the clinical data they obtain iscompromised due to the failure to adhere to our clinical trial protocols or GCP, or for any other reason, we may need to conduct additional clinical trials or enterinto new arrangements with alternative third parties, which could be difficult, costly or impossible, and our clinical trials may be extended, delayed or terminatedor may need to be repeated. If any of the foregoing were to occur, we may not be able to obtain, or may be delayed in obtaining, regulatory approval for, and willnot be able to, or may be delayed in our efforts to, successfully commercialize the product candidate being tested in such trials.If RT002 injectable is approved for marketing, and we are found to have improperly promoted off-label uses, or if physicians misuse our products or useour products off-label, we may become subject to prohibitions on the sale or marketing of our products, significant fines, penalties, and sanctions,product liability claims, and our image and reputation within the industry and marketplace could be harmed.The FDA and other regulatory agencies strictly regulate the marketing and promotional claims that are made about drug products, such as RT002 injectable,if approved. In particular, a product may not be promoted for uses or indications that are not approved by the FDA or such other regulatory agencies as reflected inthe product’s approved labeling. If we are found to have promoted such off-label uses, we may receive warning letters and become subject to significant liability,which would materially harm our business. The federal government has levied large civil and criminal fines against companies for alleged improper promotion andhas enjoined several companies from engaging in off-label promotion. If we become the target of such an investigation or prosecution based on our marketing andpromotional practices, we could face similar sanctions, which would materially harm our business. In addition, management’s attention could be diverted from ourbusiness operations, significant legal expenses could be incurred, and our reputation could be damaged. The FDA has also requested that companies enter intoconsent decrees or permanent injunctions under which specified promotional conduct is changed or curtailed. If we are deemed by the FDA to have engaged in thepromotion of our products for off-label use, we could be subject to FDA prohibitions on the sale or marketing of our products or significant fines and penalties, andthe imposition of these sanctions could also affect our reputation and position within the industry.Physicians may also misuse our products or use improper techniques, potentially leading to adverse results, side effects or injury, which may lead to productliability claims. If our products are misused or used with improper technique, we may become subject to costly litigation by our customers or their patients.Product liability claims could divert management’s attention from our core business, be expensive to defend, and result in sizable damage awards against us thatmay not be30Table of Contentscovered by insurance. Furthermore, the use of our products for indications other than those cleared by the FDA may not effectively treat such conditions, whichcould harm our reputation in the marketplace among physicians and patients.Any of these events could harm our business and results of operations and cause our stock price to decline.Even if RT002 injectable or any future product candidate is approved for commercialization, if there is not sufficient patient demand for suchprocedures, our financial results and future prospects will be harmed.Treatment of glabellar lines with RT002 injectable is an elective procedure, the cost of which must be borne by the patient, and we do not expect it to bereimbursable through government or private health insurance. The decision by a patient to elect to undergo the treatment of glabellar lines with RT002 injectable orthe treatment of other aesthetic indications we may pursue may be influenced by a number of factors, including: •the success of any sales and marketing programs that we, or any third parties we engage, undertake, and as to which we have limited experience;•the extent to which physicians recommend RT002 injectable to their patients;•the extent to which RT002 injectable satisfies patient expectations;•our ability to properly train physicians in the use of RT002 injectable or such that their patients do not experience excessive discomfort duringtreatment or adverse side effects;•the cost, safety and effectiveness of RT002 injectable versus other aesthetic treatments;•consumer sentiment about the benefits and risks of aesthetic procedures generally and RT002 injectable in particular;•the success of any direct-to-consumer marketing efforts we may initiate; and•general consumer confidence, which may be impacted by general economic and political conditions.Our business, financial results and future prospects will be materially harmed if we cannot generate sufficient demand for RT002 injectable or for any otherfuture product candidate, once approved.We are subject to uncertainty relating to third-party reimbursement policies which, if not favorable for RT002 injectable or any future productcandidates, could hinder or prevent their commercial success.Our ability to commercialize RT002 injectable or any future product candidates for therapeutic indications such as cervical dystonia or plantar fasciitis willdepend in part on the coverage and reimbursement levels set by governmental authorities, private health insurers and other third-party payors. As a threshold forcoverage and reimbursement, third party payors generally require that drug products have been approved for marketing by the FDA. Third party payors also areincreasingly challenging the effectiveness of and prices charged for medical products and services. We may not obtain adequate third party coverage orreimbursement for RT002 injectable or any future product candidates, or we may be required to sell them at a discount.We expect that private insurers will consider the efficacy, cost effectiveness and safety of RT002 injectable in determining whether to approvereimbursement for RT002 injectable and at what level. Obtaining these approvals can be a time-consuming and expensive process. Our business would bematerially adversely affected if we do not receive approval for reimbursement of RT002 injectable from private insurers on a timely or satisfactory basis. Ourbusiness could also be adversely affected if private insurers, including managed care organizations, the Medicare program or other reimbursing bodies or payorslimit the indications for which RT002 injectable will be reimbursed to a smaller patient set than we believe they are effective in treating.In some foreign countries, particularly Canada and European countries, the pricing of prescription pharmaceuticals is subject to strict governmental control.In these countries, pricing negotiations with governmental authorities can take six to 12 months or longer after the receipt of regulatory approval and productlaunch. To obtain favorable reimbursement for the indications sought or pricing approval in some countries, we may be required to conduct a clinical trial thatcompares the cost-effectiveness of our products, including RT002 injectable, to other available therapies. If reimbursement for our product is unavailable in anycountry in which reimbursement is sought, limited in scope or amount, or if pricing is set at unsatisfactory levels, our business could be materially harmed.31Table of ContentsWe currently have limited marketing capabilities and no sales organization. If we are unable to establish sales and marketing capabilities on our own orthrough third parties, we will be unable to successfully commercialize RT002 injectable or any other future product candidates, if approved, or generateproduct revenue.We currently have limited marketing capabilities and no sales organization. To commercialize RT002 injectable or any other future product candidates, ifapproved, in the United States, Europe and other jurisdictions we seek to enter, we must build our marketing, sales, distribution, managerial and other non-technical capabilities or make arrangements with third parties to perform these services, and we may not be successful in doing so. If RT002 injectable receivesregulatory approval, we expect to market RT002 injectable as applicable, through our own sales force in North America, and in Europe and other countries througheither our own sales force or a combination of our internal sales force and distributors or partners, which may be expensive and time consuming. We have no priorexperience in the marketing, sale and distribution of pharmaceutical products and there are significant risks involved in building and managing a sales organization,including our ability to hire, retain and incentivize qualified individuals, generate sufficient sales leads, provide adequate training to sales and marketing personneland effectively manage a geographically dispersed sales and marketing team. Any failure or delay in the development of our internal sales, marketing anddistribution capabilities would adversely impact the commercialization of these products. We may choose to collaborate with third parties that have direct salesforces and established distribution systems, either to augment our own sales force and distribution systems or in lieu of our own sales force and distributionsystems. If we are unable to enter into such arrangements on acceptable terms or at all, we may not be able to successfully commercialize RT002 injectable or anyfuture product candidates. If we are not successful in commercializing RT002 injectable or any future product candidates, either on our own or throughcollaborations with one or more third parties, our future product revenue will suffer and we would incur significant additional losses.To establish our sales and marketing infrastructure and expand our manufacturing capabilities, we will need to increase the size of our organization andwe may experience difficulties in managing this growth.As of December 31, 2016 , we had 106 full-time employees. We will need to continue to expand our managerial, operational, and other resources to manageour operations and clinical trials, continue our development activities and commercialize RT002 injectable or any other product candidates, if approved. Ourmanagement, personnel, systems and facilities currently in place may not be adequate to support this future growth. Our need to effectively execute our growthstrategy requires that we: •manage our clinical trials and manufacturing operations effectively;•identify, recruit, retain, incentivize and integrate additional employees;•manage our internal development efforts effectively while carrying out our contractual obligations to third parties; and•continue to improve our operational, financial and management controls, reporting systems and procedures.Due to our limited financial resources and our limited experience in managing a company with such anticipated growth, we may not be able to effectivelymanage the expansion of our operations or recruit and train additional qualified personnel. The physical expansion of our operations may lead to significant costsand may divert our management and business development resources. Any inability to manage growth could delay the execution of our development and strategicobjectives, or disrupt our operations.32Table of ContentsIf product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of any futureproducts we develop.We face an inherent risk of product liability lawsuits as a result of the clinical testing of our product candidates and we will face an even greater risk if wecommercialize any products. For example, we may be sued if any product we develop allegedly causes injury or is found to be otherwise unsuitable during producttesting, manufacturing, marketing or sale. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure towarn of dangers inherent in the product, negligence, strict liability and a breach of warranties. Claims could also be asserted under state consumer protection acts.If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit commercialization of ourproducts. Even a successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claimsmay result in: •decreased demand for RT002 injectable or any future product candidates or products we develop;•injury to our reputation and significant negative media attention;•withdrawal of clinical trial participants or cancellation of clinical trials;•costs to defend the related litigation;•a diversion of management’s time and our resources;•substantial monetary awards to trial participants or patients;•regulatory investigations, product recalls, withdrawals or labeling, marketing or promotional restrictions;•loss of revenue; and•the inability to commercialize any products we develop.Our inability to obtain and maintain sufficient product liability insurance at an acceptable cost and scope of coverage to protect against potential productliability claims could prevent or inhibit the commercialization of RT002 injectable or any future products we develop. We currently carry product liabilityinsurance covering our clinical trials in the amount of $10.0 million in the aggregate. Although we maintain such insurance, any claim that may be brought againstus could result in a court judgment or settlement in an amount that is not covered, in whole or in part, by our insurance or that is in excess of the limits of ourinsurance coverage. Our insurance policies also have various exclusions and deductibles, and we may be subject to a product liability claim for which we have nocoverage. We will have to pay any amounts awarded by a court or negotiated in a settlement that exceed our coverage limitations or that are not covered by ourinsurance, and we may not have, or be able to obtain, sufficient capital to pay such amounts. Moreover, in the future, we may not be able to maintain insurancecoverage at a reasonable cost or in sufficient amounts to protect us against losses. If and when we obtain approval for marketing RT002 injectable we intend toexpand our insurance coverage to include the sale of RT002 injectable as applicable; however, we may be unable to obtain this liability insurance on commerciallyreasonable terms.We have been, and in the future may be, subject to securities class action and shareholder derivative actions. These, and potential similar or relatedlitigation, could result in substantial damages and may divert management’s time and attention from our business.We have been, and may in the future be, the target of securities class actions or shareholder derivative claims. On May 1, 2015, a securities class actioncomplaint was filed on behalf of City of Warren Police and Fire Retirement System against us and certain of our directors and executive officers at the time of ourfollow-on public offering, and the investment banking firms that acted as the underwriters in our follow-on public offering. While the parties to this litigation haveexecuted a Stipulation of Settlement resolving the litigation, the proposed settlement is subject to final Court approval and certain other conditions. If the Courtdoes not approve the proposed settlement or the settlement otherwise does not become effective and litigation resumes, it and any such other actions or claimscould result in substantial damages and may divert management’s time and attention from our business.If we fail to attract and keep senior management and key scientific personnel, we may be unable to successfully develop RT002 injectable, RT001 topical,or any future product candidates, conduct our clinical trials and commercialize RT002 injectable or any future products we develop.Our success depends in part on our continued ability to attract, retain and motivate highly qualified management, clinical and scientific personnel. Webelieve that our future success is highly dependent upon the contributions of our senior management, particularly our President and Chief Executive Officer, ChiefOperating Officer, and Chief Financial Officer and Chief Business Officer, as well as our senior scientists and other members of our senior management team. Theloss of services33Table of Contentsof any of these individuals could delay or prevent the successful development of our product pipeline, the completion of our planned clinical trials or thecommercialization of RT002 injectable, RT001 topical, or any future products we develop.Leadership transitions can be inherently difficult to manage. Resignations of executive officers may cause disruption in our business, strategic and employeerelationships, which may significantly delay or prevent the achievement of our business objectives. Leadership changes may also increase the likelihood ofturnover in other key officers and employees and may cause declines in the productivity of existing employees. The search for a replacement officer may takemany months or more, further exacerbating these factors. Identifying and hiring an experienced and qualified executive officer are typically difficult. Periods oftransition in senior management leadership are often difficult as the new executives gain detailed knowledge of our operations and may result in culturaldifferences and friction due to changes in strategy and style. During the transition periods, there may be uncertainty among investors, employees, creditors andothers concerning our future direction and performance.Although we have not historically experienced unique difficulties attracting and retaining qualified employees, we could experience such problems in thefuture. For example, competition for qualified personnel in the biotechnology and pharmaceuticals field is intense and the turnover rate can be high due to thelimited number of individuals who possess the skills and experience required by our industry. We will need to hire additional personnel as we expand our clinicaldevelopment and commercial activities. We may not be able to attract and retain quality personnel on acceptable terms, or at all. In addition, to the extent we hirepersonnel from competitors, we may be subject to allegations that they have been improperly solicited or that they have divulged proprietary or other confidentialinformation, or that their former employers own their previous research output.If we are not successful in discovering, developing, acquiring and commercializing additional product candidates, our ability to expand our business andachieve our strategic objectives would be impaired.Although a substantial amount of our effort will focus on the continued clinical testing and potential approval of RT002 injectable, a key element of ourstrategy is to discover, develop and commercialize a portfolio of botulinum toxin products to serve both the aesthetic and therapeutic markets. We are seeking to doso through our internal research programs and may explore strategic collaborations for the development or acquisition of new products. While RT002 injectable isin the clinical development stage, RT001 topical and all of our other potential product candidates remain in the discovery or preclinical stage. Research programsto identify product candidates require substantial technical, financial and human resources, whether or not any product candidates are ultimately identified. Ourresearch programs may initially show promise in identifying potential product candidates, yet fail to yield product candidates for clinical development for manyreasons, including the following: •the research methodology used may not be successful in identifying potential product candidates;•competitors may develop alternatives that render our product candidates obsolete or less attractive;•product candidates we develop may nevertheless be covered by third parties’ patents or other exclusive rights;•a product candidate may on further study be shown to have harmful side effects or other characteristics that indicate it is unlikely to be effective orotherwise does not meet applicable regulatory criteria;•a product candidate may not be capable of being produced in commercial quantities at an acceptable cost, or at all;•a product candidate may not be accepted as safe and effective by patients, the medical community or third-party payors, if applicable; and•intellectual property rights of third parties may potentially block our entry into certain markets or make such entry economically impracticable.If we fail to develop and successfully commercialize other product candidates, our business and future prospects may be harmed and our business will bemore vulnerable to problems that we encounter in developing and commercializing RT002 injectable.34Table of ContentsThe requirements of being a public company may strain our resources, divert management's attention and affect our ability to attract and retainqualified members of our board of directors.We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Dodd-Frank Act, the NASDAQlisting rules and other applicable securities rules and regulations. Compliance with these rules and regulations has increased and will continue to increase our legaland financial compliance costs, make some activities more difficult, time-consuming or costly, and increase demand on our systems and resources. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order tomaintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resourcesand management oversight may be required. As a result, management's attention may be diverted from other business concerns, which could harm our business andoperating results. Although we have hired additional employees to comply with these requirements, we may need to hire more employees in the future, which willincrease our costs and expenses.In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies,increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varyinginterpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided byregulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions todisclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result inincreased general and administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance activities. Ifour efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related topractice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.As a public company that is subject to these rules and regulations we may find it is more expensive for us to obtain director and officer liability insurance,and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us toattract and retain qualified members of our board of directors and qualified executive officers.Our business involves the use of hazardous materials and we and our third-party manufacturers and suppliers must comply with environmental laws andregulations, which can be expensive and restrict how we do business.Our research and development and manufacturing activities and our third-party manufacturers’ and suppliers’ activities involve the controlled storage, useand disposal of hazardous materials owned by us, including botulinum toxin type A, a key component of our product candidates, and other hazardous compounds.We and our manufacturers and suppliers are subject to laws and regulations governing the use, manufacture, storage, handling and disposal of these hazardousmaterials. We are licensed with the Centers for Disease Control and Prevention, or CDC and with the California Department of Health, Food and Drug Branch foruse of botulinum toxin and to manufacture both the active pharmaceutical ingredient, or API, and the finished product in topical and injectable dose forms. In somecases, these hazardous materials and various wastes resulting from their use are stored at our and our manufacturers’ facilities pending their use and disposal. Wecannot eliminate the risk of contamination, which could cause an interruption of our commercialization efforts, research and development efforts and businessoperations, environmental damage resulting in costly clean-up and liabilities under applicable laws and regulations governing the use, storage, handling anddisposal of these materials and specified waste products. Although we believe that the safety procedures utilized by us and our third-party manufacturers forhandling and disposing of these materials generally comply with the standards prescribed by these laws and regulations, we cannot guarantee that this is the case oreliminate the risk of accidental contamination or injury from these materials. In such an event, we may be held liable for any resulting damages and such liabilitycould exceed our resources and state or federal or other applicable authorities may curtail our use of certain materials and interrupt our business operations.Furthermore, environmental laws and regulations are complex, change frequently and have tended to become more stringent. We cannot predict the impact of suchchanges and cannot be certain of our future compliance.35Table of ContentsWe may use third-party collaborators to help us develop, validate or commercialize any new products, and our ability to commercialize such productscould be impaired or delayed if these collaborations are unsuccessful.We may license or selectively pursue strategic collaborations for the development, validation and commercialization of RT002 injectable, RT001 topical,and any future product candidates. In any third-party collaboration, we would be dependent upon the success of the collaborators to perform their responsibilitieswith continued cooperation. Our collaborators may not cooperate with us or perform their obligations under our agreements with them. We cannot control theamount and timing of our collaborators’ resources that will be devoted to performing their responsibilities under our agreements with them. Our collaborators maychoose to pursue alternative technologies in preference to those being developed in collaboration with us. The development, validation and commercialization ofour product candidates will be delayed if collaborators fail to conduct their responsibilities in a timely manner or in accordance with applicable regulatoryrequirements or if they breach or terminate their collaboration agreements with us. Disputes with our collaborators could also impair our reputation or result indevelopment delays, decreased revenues and litigation expenses.Unfavorable global economic conditions could adversely affect our business, financial condition or results of operations.Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets. Furthermore, themarket for aesthetic medical procedures may be particularly vulnerable to unfavorable economic conditions. We do not expect sales of RT002 injectable for thetreatment of glabellar lines to be reimbursed by any government or third-party payor and, as a result, demand for the first indications of each of our productcandidates will be tied to discretionary spending levels of our targeted patient population. Future global financial crises may cause extreme volatility anddisruptions in capital and credit markets. A severe or prolonged economic downturn could result in a variety of risks to our business, including weakened demandfor RT002 injectable, RT001 topical, or any future product candidates, if approved, and our ability to raise additional capital when needed on acceptable terms, if atall. A weak or declining economy could also strain our suppliers, possibly resulting in supply disruption, or cause our customers to delay making payments for ourservices. Any of the foregoing could harm our business and we cannot anticipate all of the ways in which the current or future economic climate and financialmarket conditions could adversely impact our business.Risks Related to Our Intellectual PropertyIf our efforts to protect our intellectual property related to RT002 injectable, RT001 topical, or any future product candidates are not adequate, we maynot be able to compete effectively in our market.We rely upon a combination of patents, trade secret protection and confidentiality agreements to protect the intellectual property related to RT002 injectable,RT001 topical, and our development programs. Any disclosure to or misappropriation by third parties of our confidential proprietary information could enablecompetitors to quickly duplicate or surpass our technological achievements, thereby eroding our competitive position in our market.The strength of patents in the biotechnology and pharmaceutical field involves complex legal and scientific questions and can be uncertain. This uncertaintyincludes changes to the patent laws through either legislative action to change statutory patent law or court action that may reinterpret existing law in waysaffecting the scope or validity of issued patents. The patent applications that we own or license may fail to result in issued patents in the United States or foreigncountries. Competitors in the field of cosmetics, pharmaceuticals, and botulinum toxin have created a substantial amount of prior art, including scientificpublications, patents and patent applications. Our ability to obtain and maintain valid and enforceable patents depends on whether the differences between ourtechnology and the prior art allow our technology to be patentable over the prior art. Even if the patents do successfully issue, third parties may challenge thevalidity, enforceability or scope of such issued patents or any other issued patents we own or license, which may result in such patents being narrowed, invalidatedor held unenforceable. For example, patents granted by the European Patent Office may be opposed by any person within nine months from the publication of theirgrant. Furthermore, even if they are unchallenged, our patents and patent applications may not adequately protect our intellectual property or prevent others fromdesigning around our claims. In addition, recent changes to the patent laws of the United States provide additional procedures for third parties to challenge thevalidity of issued patents. Patents issued from applications filed after March 15, 2013 may be challenged by third parties using the post-grant review procedurewhich allows challenges for a number of reasons, including prior art, sufficiency of disclosure, and subject matter eligibility.36Table of ContentsUnder the inter partes review procedure, any third party may challenge the validity of any issued U.S. Patent in the United States Patent and TrademarkOffice, or USPTO, on the basis of prior art. Because of a lower evidentiary standard necessary to invalidate a patent claim in USPTO proceedings as compared tothe evidentiary standard relied on in U.S. federal court, a third party could potentially provide evidence in a USPTO proceeding sufficient for the USPTO to hold aclaim invalid even though the same evidence would be insufficient to invalidate the claim if first presented in a district court action. Accordingly, a third party mayattempt to use the USPTO procedures to invalidate our patent claims that would not have been invalidated if first challenged by the third party as a defendant in adistrict court action. If the breadth or strength of protection provided by the patents and patent applications we hold or pursue with respect to RT002 injectable,RT001 topical, or any future product candidates is challenged, then it could threaten our ability to commercialize RT002 injectable, RT001 topical, or any futureproduct candidates, and could threaten our ability to prevent competitive products from being marketed. Further, if we encounter delays in our clinical trials, theperiod of time during which we could market RT002 injectable, or any future product candidates under patent protection would be reduced.Since patent applications in the United States and most other countries are confidential for a period of time after filing, we cannot be certain that we were thefirst to either (i) file any patent application related to our product candidates or (ii) invent any of the inventions claimed in our patents or patent applications.Furthermore, for applications filed before March 16, 2013, or patents issuing from such applications, an interference proceeding can be provoked by a third party,or instituted by the USPTO to determine who was the first to invent any of the subject matter covered by the patent claims of our applications and patents. As ofMarch 16, 2013, the United States transitioned to a “first-to-file” system for deciding which party should be granted a patent when two or more patent applicationsare filed by different parties claiming the same invention. A third party that files a patent application in the USPTO before us could therefore be awarded a patentcovering an invention of ours even if we had made the invention before it was made by the third party. The change to “first-to-file” from “first-to-invent” is one ofthe changes to the patent laws of the United States resulting from the Leahy-Smith America Invents Act signed into law on September 16, 2011. Among some ofthe other changes to the patent laws are changes that limit where a patentee may file a patent infringement suit and providing opportunities for third parties tochallenge any issued patent in the USPTO.Even where laws provide protection, costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights,and the outcome of such litigation would be uncertain. Moreover, any actions we may bring to enforce our intellectual property against our competitors couldprovoke them to bring counterclaims against us, and some of our competitors have substantially greater intellectual property portfolios and financial resources thanwe have.We also rely on trade secret protection and confidentiality agreements to protect proprietary know-how that may not be patentable, processes for whichpatents may be difficult to obtain or enforce and any other elements of our product development processes that involve proprietary know-how, information ortechnology that is not covered by patents.In an effort to protect our trade secrets and other confidential information, we require our employees, consultants, collaborators and advisors to executeconfidentiality agreements upon the commencement of their relationships with us. These agreements require that all confidential information developed by theindividual or made known to the individual by us during the course of the individual’s relationship with us be kept confidential and not disclosed to third parties.These agreements, however, may not provide us with adequate protection against improper use or disclosure of confidential information, and these agreements maybe breached. Adequate remedies may not exist in the event of unauthorized use or disclosure of our confidential information. A breach of confidentiality couldsignificantly affect our competitive position. In addition, in some situations, these agreements may conflict with, or be subject to, the rights of third parties withwhom our employees, consultants, collaborators or advisors have previous employment or consulting relationships. To the extent that our employees, consultantsor contractors use any intellectual property owned by others in their work for us, disputes may arise as to the rights in any related or resulting know-how andinventions. Also, others may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secretsand other confidential information.If we infringe or are alleged to infringe intellectual property rights of third parties, our business could be harmed.Our research, development and commercialization activities may infringe or otherwise violate or be claimed to infringe or otherwise violate patents owned orcontrolled by other parties. Competitors in the field of cosmetics, pharmaceuticals and botulinum toxin have developed large portfolios of patents and patentapplications in fields relating to our business. For example, there are patents held by third parties that relate to the treatment with botulinum toxin-based productsfor indications we are currently developing. There may also be patent applications that have been filed but not published that, when issued as patents, could beasserted against us. These third parties could bring claims against us that would cause us to incur substantial expenses and, if successful against us, could cause usto pay substantial damages. Further, if a patent infringement suit were brought against us, we could be forced to stop or delay research, development,manufacturing or sales of the product or product candidate that is the subject of the suit.37Table of ContentsAs a result of patent infringement claims, or to avoid potential claims, we may choose or be required to seek licenses from third parties. These licenses maynot be available on acceptable terms, or at all. Even if we are able to obtain a license, the license would likely obligate us to pay license fees or royalties or both,and the rights granted to us might be nonexclusive, which could result in our competitors gaining access to the same intellectual property. Ultimately, we could beprevented from commercializing a product, or be forced to cease some aspect of our business operations, if, as a result of actual or threatened patent infringementclaims, we are unable to enter into licenses on acceptable terms.There has been substantial litigation and other proceedings regarding patent and other intellectual property rights in the pharmaceutical industry. In additionto infringement claims against us, we may become a party to other patent litigation and other proceedings, including interference, derivation or post-grantproceedings declared or granted by the USPTO and similar proceedings in foreign countries, regarding intellectual property rights with respect to our current orfuture products. The cost to us of any patent litigation or other proceeding, even if resolved in our favor, could be substantial. Some of our competitors may be ableto sustain the costs of such litigation or proceedings more effectively than we can because of their substantially greater financial resources. Patent litigation andother proceedings may also absorb significant management time. Uncertainties resulting from the initiation and continuation of patent litigation or otherproceedings could impair our ability to compete in the marketplace. The occurrence of any of the foregoing could have a material adverse effect on our business,financial condition or results of operations.We may become involved in lawsuits to protect or enforce our patents or other intellectual property or the patents of our licensors, which could beexpensive and time-consuming.Competitors may infringe upon our intellectual property, including our patents or the patents of our licensors. As a result, we may be required to fileinfringement claims to stop third-party infringement or unauthorized use. This can be expensive, particularly for a company of our size, and time-consuming. Inaddition, in an infringement proceeding, a court may decide that a patent of ours is not valid or is unenforceable, or may refuse to stop the other party from usingthe technology at issue on the grounds that our patent claims do not cover its technology or that the factors necessary to grant an injunction against an infringer arenot satisfied.An adverse determination of any litigation or other proceedings could put one or more of our patents at risk of being invalidated or interpreted narrowly andcould put our patent applications at risk of not issuing.Interference, derivation, inter partes review, post-grant review or other proceedings brought at the USPTO may be necessary to determine the priority orpatentability of inventions with respect to our patents or patent applications or those of our licensors or collaborators. Litigation or USPTO proceedings brought byus may fail or may be invoked against us by third parties. Even if we are successful, domestic or foreign litigation or USPTO or foreign patent office proceedingsmay result in substantial costs and distraction to our management. We may not be able, either alone or with our licensors or collaborators, to preventmisappropriation of our proprietary rights, particularly in countries where the laws may not protect such rights as fully as in the United States.Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation or other proceedings, there is a riskthat some of our confidential information could be compromised by disclosure during this type of litigation or proceedings. In addition, during the course of thiskind of litigation or proceedings, there could be public announcements of the results of hearings, motions or other interim proceedings or developments or publicaccess to related documents. If investors perceive these results to be negative, the market price for our common stock could be significantly harmed.We may not be able to protect our intellectual property rights throughout the world.Filing, prosecuting and defending patents on product candidates in all countries throughout the world would be prohibitively expensive, and our intellectualproperty rights in some countries outside the United States can be less extensive than those in the United States. In addition, the laws of some foreign countries donot protect intellectual property rights to the same extent as federal and state laws in the United States and in some cases may even force us to grant a compulsorylicense to competitors or other third parties. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside theUnited States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions. Competitors may use ourtechnologies in jurisdictions where we have not obtained patent protection to develop their own products and further, may export otherwise infringing products toterritories where we have patent protection, but where enforcement is not as strong as that in the United States. These products may compete with our products andour patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.38Table of ContentsMany companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems ofcertain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property protection, particularly thoserelating to biotechnology, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of ourproprietary rights generally. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attentionfrom other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing andcould provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded, if any, maynot be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significantcommercial advantage from the intellectual property that we develop or license.In addition, our ability to protect and enforce our intellectual property rights may be adversely affected by unforeseen changes in domestic and foreignintellectual property laws.Risks Related to Government RegulationOur business and products are subject to extensive government regulation.We are subject to extensive, complex, costly and evolving regulation by federal and state governmental authorities in the United States, principally by theFDA, the U.S. Drug Enforcement Administration, or DEA, the CDC, and foreign regulatory authorities. Failure to comply with all applicable regulatoryrequirements, including those promulgated under the Federal Food, Drug, and Cosmetic Act, or FFDCA, the Public Health Service Act, or PHSA, and ControlledSubstances Act, may subject us to operating restrictions and criminal prosecution, monetary penalties and other disciplinary actions, including, sanctions, warningletters, product seizures, recalls, fines, injunctions, suspension, revocation of approvals, or exclusion from future participation in the Medicare and Medicaidprograms.After our products receive regulatory approval or clearance, we, and our direct and indirect suppliers, remain subject to the periodic inspection of our plantsand facilities, review of production processes, and testing of our products to confirm that we are in compliance with all applicable regulations. Adverse findingsduring regulatory inspections may result in the implementation of Risk Evaluation and Mitigation Strategies (REMS) programs, completion of governmentmandated clinical trials, and government enforcement action relating to labeling, advertising, marketing and promotion, as well as regulations governingmanufacturing controls noted above.The regulatory approval process is highly uncertain and we may not obtain regulatory approval for the commercialization of RT002 injectable or anyfuture product candidates.The research, testing, manufacturing, labeling, approval, selling, import, export, marketing and distribution of drug and biologic products are subject toextensive regulation by the FDA and other regulatory authorities in the United States and other countries, which regulations differ from country to country. Neitherwe nor any collaboration partner are permitted to market RT002 injectable or any future product candidates in the United States until we receive approval of a BLAfrom the FDA. We have not submitted an application or obtained marketing approval for RT002 injectable anywhere in the world. Obtaining regulatory approvalof a BLA can be a lengthy, expensive and uncertain process. In addition, failure to comply with FDA and other applicable U.S. and foreign regulatory requirementsmay subject us to administrative or judicially imposed sanctions or other actions, including: •warning letters;•civil and criminal penalties;•injunctions;•withdrawal of approved products;•product seizure or detention;•product recalls;•total or partial suspension of production; and•refusal to approve pending BLAs or supplements to approved BLAs.Prior to obtaining approval to commercialize a product candidate in the United States or abroad, we or our collaborators must demonstrate with substantialevidence from well controlled clinical trials, and to the satisfaction of the FDA or other39Table of Contentsforeign regulatory agencies, that such product candidates are safe and effective for their intended uses. Results from preclinical studies and clinical trials can beinterpreted in different ways. Even if we and our collaborator believe the preclinical and clinical data for our product candidates are promising, such data may notbe sufficient to support approval by the FDA and other regulatory authorities. Administering product candidates to humans may produce undesirable side effects,which could interrupt, delay or halt clinical trials and result in the FDA or other regulatory authorities denying approval of a product candidate for any or alltargeted indications.Regulatory approval of a BLA or BLA supplement is not guaranteed, and the approval process is expensive and may take several years. The FDA also hassubstantial discretion in the approval process. Despite the time and expense expended, failure can occur at any stage, and we could encounter problems that causeus to abandon or repeat clinical trials, or perform additional preclinical studies and clinical trials. The number of preclinical studies and clinical trials that will berequired for FDA approval varies depending on the product candidate, the disease or the condition that the product candidate is designed to address and theregulations applicable to any particular product candidate. The FDA can delay, limit or deny approval of a product candidate for many reasons, including thefollowing: •a product candidate may not be deemed safe, effective, or of required quality;•FDA officials may not find the data from preclinical studies and clinical trials sufficient;•the FDA might not approve our third party manufacturers’ processes or facilities; or•the FDA may change its approval policies or adopt new regulations.If RT002 injectable or any future product candidates fail to demonstrate safety and efficacy in clinical trials or do not gain approval, our business and resultsof operations will be materially and adversely harmed.Even if we receive regulatory approval for RT002 injectable or any future product candidates, we will be subject to ongoing regulatory obligations andcontinued regulatory review, which may result in significant additional expense, may limit or delay regulatory approval and may subject us to penalties ifwe fail to comply with applicable regulatory requirements.Once regulatory approval has been granted, RT002 injectable or any approved product will be subject to continual regulatory review by the FDA and/or non-U.S. regulatory authorities. Additionally, any product candidates, if approved, will be subject to extensive and ongoing regulatory requirements, including labelingand other restrictions and market withdrawal and we may be subject to penalties if we fail to comply with regulatory requirements or experience unanticipatedproblems with our products.Any regulatory approvals that we or our collaborators receive for RT002 injectable or any future product candidates may also be subject to limitations on theapproved indications for which the product may be marketed or to the conditions of approval, or contain requirements for potentially costly post-marketing testing,including Phase 4 clinical trials, and surveillance to monitor the safety and efficacy of the product candidate. In addition, if the applicable regulatory agencyapproves RT002 injectable or any future product candidates, the manufacturing processes, labeling, packaging, distribution, adverse event reporting, storage,advertising, promotion and recordkeeping for the product will be subject to extensive and ongoing regulatory requirements. These requirements includesubmissions of safety and other post-marketing information and reports, registration, as well as continued compliance with cGMP and cGCP for any clinical trialsthat we conduct post-approval. Later discovery of previously unknown problems with RT002 injectable or any future product candidates, including adverse eventsof unanticipated severity or frequency, or with our third-party manufacturers or manufacturing processes, or failure to comply with regulatory requirements, mayresult in, among other things: •restrictions on the marketing or manufacturing of the product, withdrawal of the product from the market, or voluntary or mandatory product recalls;•fines, warning letters or holds on clinical trials;•refusal by the FDA to approve pending applications or supplements to approved applications submitted by us or our strategic collaborators, orsuspension or revocation of product license approvals;•product seizure or detention, or refusal to permit the import or export of products; and•injunctions or the imposition of civil or criminal penalties.Our ongoing regulatory requirements may also change from time to time, potentially harming or making costlier our commercialization efforts. We cannotpredict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action, either in the United States or othercountries. If we are slow or unable to adapt to40Table of Contentschanges in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose anymarketing approval that we may have obtained and we may not achieve or sustain profitability, which would adversely affect our business.If we fail to obtain regulatory approvals in foreign jurisdictions for RT002 injectable, RT001 topical, or any future product candidates, we will be unableto market our products outside of the United States.In addition to regulations in the United States, we will be subject to a variety of foreign regulations governing manufacturing, clinical trials, commercialsales and distribution of our future products. Whether or not we obtain FDA approval for a product candidate, we must obtain approval of the product by thecomparable regulatory authorities of foreign countries before commencing clinical trials or marketing in those countries. The approval procedures vary amongcountries and can involve additional clinical testing, or the time required to obtain approval may differ from that required to obtain FDA approval. Clinical trialsconducted in one country may not be accepted by regulatory authorities in other countries. Approval by the FDA does not ensure approval by regulatory authoritiesin other countries, and approval by one or more foreign regulatory authorities does not ensure approval by regulatory authorities in other foreign countries or by theFDA. The foreign regulatory approval process may include all of the risks associated with obtaining FDA approval. We may not be able to file for regulatoryapprovals or to do so on a timely basis, and even if we do file, we may not receive the necessary approvals to commercialize our products in markets outside of theUnited States.If approved, RT002 injectable or any other products may cause or contribute to adverse medical events that we are required to report to regulatoryagencies and if we fail to do so, we could be subject to sanctions that would materially harm our business.Some participants in our clinical trials have reported adverse events after being treated with RT002 injectable. If we are successful in commercializingRT002 injectable, RT001 topical, or any other products, the FDA and foreign regulatory agency regulations require that we report certain information aboutadverse medical events if those products may have caused or contributed to those adverse events. The timing of our obligation to report would be triggered by thedate we become aware of the adverse event as well as the nature of the event. We may fail to report adverse events we become aware of within the prescribedtimeframe. We may also fail to appreciate that we have become aware of a reportable adverse event, especially if it is not reported to us as an adverse event or if itis an adverse event that is unexpected or removed in time from the use of our products. If we fail to comply with our reporting obligations, the FDA or a foreignregulatory agency could take action including criminal prosecution, the imposition of civil monetary penalties, seizure of our products, or delay in approval orclearance of future products.We may in the future be subject to various U.S. federal and state laws pertaining to healthcare fraud and abuse, including anti-kickback, self-referral,false claims and fraud laws, and any violations by us of such laws could result in fines or other penalties.While we do not expect that RT002 injectable, if approved for the treatment of glabellar lines, will subject us to the various U.S. federal and state lawsintended to prevent healthcare fraud and abuse, we may in the future become subject to such laws for treatment of other indications. The federal anti-kickbackstatute prohibits the offer, receipt, or payment of remuneration in exchange for or to induce the referral of patients or the use of products or services that would bepaid for in whole or part by Medicare, Medicaid or other federal healthcare programs. Remuneration has been broadly defined to include anything of value,including cash, improper discounts, and free or reduced price items and services. Many states have similar laws that apply to their state healthcare programs as wellas private payors. Violations of the anti-kickback laws can result in exclusion from federal healthcare programs and the levying of substantial civil and criminalpenalties.The federal False Claims Act, or FCA, imposes liability on persons who, among other things, present or cause to be presented false or fraudulent claims forpayment by a federal healthcare program. The FCA has been used to prosecute persons submitting claims for payment that are inaccurate or fraudulent, for servicesnot provided as claimed, or for services that are not medically necessary. The FCA includes a whistleblower provision that allows individuals to bring actions onbehalf of the federal government and share a portion of the recovery of successful claims. If our marketing or other arrangements were determined to violate anti-kickback or related laws, including the FCA, then our revenues could be adversely affected, which would likely harm our business, financial condition, and resultsof operations.State and federal authorities have aggressively targeted medical technology companies for alleged violations of these anti-fraud statutes, based on improperresearch or consulting contracts with doctors, certain marketing arrangements that rely on volume-based pricing, off-label marketing schemes, and other improperpromotional practices. Companies targeted in such prosecutions have paid substantial fines in the hundreds of millions of dollars or more, have been forced toimplement41Table of Contentsextensive corrective action plans, and have often become subject to consent decrees severely restricting the manner in which they conduct business. If we becomethe target of such an investigation or prosecution based on our contractual relationships with providers or institutions, or our marketing and promotional practices,we could face similar sanctions, which would materially harm our business.Also, the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws generally prohibit companies and their intermediaries from makingimproper payments to non-U.S. officials for the purpose of obtaining or retaining business. We cannot assure you that our internal control policies and procedureswill protect us from reckless or negligent acts committed by our employees, future distributors, partners, collaborators or agents. Violations of these laws, orallegations of such violations, could result in fines, penalties or prosecution and have a negative impact on our business, results of operations and reputation.Legislative or regulatory healthcare reforms in the United States may make it more difficult and costly for us to obtain regulatory clearance or approvalof RT002 injectable, RT001 topical, or any future product candidates and to produce, market, and distribute our products after clearance or approval isobtained.From time to time, legislation is drafted and introduced in Congress that could significantly change the statutory provisions governing the regulatoryclearance or approval, manufacture, and marketing of regulated products or the reimbursement thereof. In addition, FDA regulations and guidance are often revisedor reinterpreted by the FDA in ways that may significantly affect our business and our products, as discussed in more detail in the risk factors in Part II, Item 1A ofour Form 10-K entitled "We may be unable to obtain regulatory approval for RT002 injectable, RT001 topical, or future product candidates under applicableregulatory requirements. The denial or delay of any such approval would delay commercialization and have a material adverse effect on our potential to generaterevenue, our business and our results of operations." Any new regulations or revisions or reinterpretations of existing regulations may impose additional costs orlengthen review times of RT002 injectable, RT001 topical, or any future product candidates. We cannot determine what effect changes in regulations, statutes,legal interpretation or policies, when and if promulgated, enacted or adopted may have on our business in the future. Such changes could require, among otherthings: •changes to manufacturing methods;•recall, replacement, or discontinuance of one or more of our products; and•additional recordkeeping.Each of these would likely entail substantial time and cost and could materially harm our business and our financial results. In addition, delays in receipt ofor failure to receive regulatory clearances or approvals for any future products would harm our business, financial condition, and results of operations.Risks Related to the Ownership of Our Common StockThe trading price of our common stock is volatile, and purchasers of our common stock could incur substantial losses.The trading price of our common stock is highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyondour control. The stock markets in general and the markets for pharmaceutical biopharmaceutical and biotechnology stocks in particular have experienced extremevolatility that may have been for reasons that are related or unrelated to the operating performance of the issuer. The market price for our common stock may beinfluenced by many factors, including: •regulatory or legal developments in the United States and foreign countries;•results from or delays in clinical trials of our product candidates, including our ongoing SAKURA Phase 3 clinical program in glabellar lines and ourcontinuing Phase 2 studies in cervical dystonia and plantar fasciitis, all with RT002 injectable;•announcements of regulatory approval or disapproval of RT002 injectable, RT001 topical, or any future product candidates;•FDA or other U.S. or foreign regulatory actions or guidance affecting us or our industry;•introductions and announcements of new products by us, any commercialization partners or our competitors, and the timing of these introductionsand announcements;•variations in our financial results or those of companies that are perceived to be similar to us;•changes in the structure of healthcare payment systems;42Table of Contents•announcements by us or our competitors of significant acquisitions, licenses, strategic partnerships, joint ventures or capital commitments;•market conditions in the pharmaceutical and biotechnology sectors and issuance of securities analysts’ reports or recommendations;•quarterly variations in our results of operations or those of our future competitors;•changes in financial estimates or guidance, including our ability to meet our future revenue and operating profit or loss estimates or guidance;•sales of substantial amounts of our stock by insiders and large stockholders, or the expectation that such sales might occur;•general economic, industry and market conditions;•additions or departures of key personnel;•intellectual property, product liability or other litigation against us;•expiration or termination of our potential relationships with customers and strategic partners; and•other factors described in this “Risk Factors” section.These broad market fluctuations may adversely affect the trading price or liquidity of our common stock. In addition, in the past, stockholders have initiatedclass actions against pharmaceutical companies, including us, following periods of volatility in their stock prices. Such litigation instituted against us could causeus to incur substantial costs and divert management’s attention and resources.If securities or industry analysts do not publish research or publish unfavorable research about our business, our stock price and trading volume coulddecline.As a smaller company, it may be difficult for us to attract or retain the interest of equity research analysts. A lack of research coverage may adversely affectthe liquidity and market price of our common stock. We will not have any control of the equity research analysts or the content and opinions included in theirreports. The price of our stock could decline if one or more equity research analysts downgrade our stock or issue other unfavorable commentary or research. If oneor more equity research analysts ceases coverage of our company, or fails to publish reports on us regularly, demand for our stock could decrease, which in turncould cause our stock price or trading volume to decline.Sales of substantial amounts of our common stock in the public markets, or the perception that such sales might occur, could cause the market price ofour common stock to drop significantly, even if our business is doing well.Sales of a substantial number of shares of our common stock in the public market could occur at any time. On March 4, 2015, we entered into the ATMagreement, or the 2015 ATM Agreement, with Cowen, under which we could offer and sell our common stock having aggregate sales proceeds of up to $50.0million from time to time through our sales agent. On March 7, 2016, we entered into an ATM agreement, or the 2016 ATM Agreement, with Cowen, under whichwe may offer and sell shares of our common stock having aggregate gross proceeds of up to $75.0 million through Cowen as our sales agent. No sales of ourcommon stock have taken place under the 2016 ATM Agreement as of December 31, 2016 . During the period from January 1, 2017 through February 24, 2017,we sold 469,478 shares of our common stock under the 2016 ATM Agreement at a weighted average price of $21.52 per share resulting in net proceeds of $9.4million , after commissions and other offering expenses. On March 25, 2016, the date of the effectiveness of our registration statement on Form S-3 filed with theSEC on March 7, 2016, the 2015 ATM Agreement was effectively terminated.If our stockholders sell, or the market perceives that our stockholders intend to sell, substantial amounts of our common stock in the public market, themarket price of our common stock could decline significantly.On October 16, 2015, we filed a shelf registration statement on Form S-3, registering the resale of the 8,414,711 shares held by certain selling stockholdersidentified therein. The shares covered thereby may be offered from time to time by the selling stockholders. As of December 31, 2016, these selling stockholdersand certain other holders are entitled to rights with respect to the registration of their shares under the Securities Act of 1933, as amended, or the Securities Act,pursuant to the Amended and Restated Investor Rights Agreement, effective as of February 5, 2014, among our company and certain stockholders. Any sales ofsecurities by these stockholders could have a material adverse effect on the trading price of our common stock.43Table of ContentsProvisions in our corporate charter documents and under Delaware law could discourage takeover attempts and lead to management entrenchment, andthe market price of our common stock may be lower as a result.Certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws may make it difficult for a third party toacquire, or attempt to acquire, control of our company, even if a change in control was considered favorable by you and other stockholders. For example, our boardof directors has the authority to issue up to 5,000,000 shares of preferred stock. Our board of directors can fix the price, rights, preferences, privileges, andrestrictions of the preferred stock without any further vote or action by our stockholders. The issuance of shares of preferred stock may delay or prevent a change incontrol transaction. As a result, the market price of our common stock and the voting and other rights of our stockholders may be adversely affected. An issuanceof shares of preferred stock may result in the loss of voting control to other stockholders.Our charter documents also contain other provisions that could have an anti-takeover effect, including: •only one of our three classes of directors will be elected each year;•no cumulative voting in the election of directors;•the ability of our board of directors to issues shares of preferred stock and determine the price and other terms of those shares, including preferencesand voting rights, without stockholder approval;•the exclusive right of our board of directors to elect a director to fill a vacancy or newly created directorship;•stockholders will not be permitted to take actions by written consent;•stockholders cannot call a special meeting of stockholders;•stockholders must give advance notice to nominate directors or submit proposals for consideration at stockholder meetings;•the ability of our board of directors, by a majority vote, to amend the bylaws; and•the requirement for the affirmative vote of at least 66 2/3% or more of the outstanding common stock to amend many of the provisions describedabove.In addition, we are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, which regulates corporate acquisitions.These provisions could discourage potential acquisition proposals and could delay or prevent a change in control transaction. They could also have the effect ofdiscouraging others from making tender offers for our common stock, including transactions that may be in your best interests. These provisions may also preventchanges in our management or limit the price that certain investors are willing to pay for our stock.Our amended and restated certificate of incorporation also provides that the Court of Chancery of the State of Delaware will be the exclusive forum forsubstantially all disputes between us and our stockholders.Insiders have substantial control over us, which could limit your ability to influence the outcome of key transactions, including a change of control.As of December 31, 2016 , our directors, executive officers and each of our stockholders who own greater than 5% of our outstanding common stock andtheir affiliates, in the aggregate, beneficially owned approximately 80.5% of our common stock. As a result, these stockholders, if acting together, would be able toinfluence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or otherextraordinary transactions. They may have interests that differ from yours and may vote in a way with which you disagree and that may be adverse to yourinterests. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive ourstockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might affect the market price of our commonstock.Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and mayreduce the amount of money available to us.Our amended and restated certificate of incorporation and amended and restated bylaws provide that we will indemnify our directors and officers, in eachcase to the fullest extent permitted by Delaware law.In addition, as permitted by Section 145 of the Delaware General Corporation Law, our amended and restated bylaws and our indemnification agreementsthat we have entered into with our directors and officers provide that: 44Table of Contents•We will indemnify our directors and officers for serving us in those capacities, or for serving other business enterprises at our request, to the fullestextent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in amanner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding,had no reasonable cause to believe such person’s conduct was unlawful.•We may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law.•We are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directorsor officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification.•We will not be obligated pursuant to our amended and restated bylaws to indemnify a person with respect to proceedings initiated by that personagainst us or our other indemnitees, except with respect to proceedings authorized by our board of directors or brought to enforce a right toindemnification.•The rights conferred in our amended and restated bylaws are not exclusive, and we are authorized to enter into indemnification agreements with ourdirectors, officers, employees and agents and to obtain insurance to indemnify such persons.•We may not retroactively amend our amended and restated bylaw provisions to reduce our indemnification obligations to directors, officers,employees and agents.Because we do not anticipate paying any cash dividends on our common stock in the foreseeable future, capital appreciation, if any, will be your solesource of gains.We have not declared or paid cash dividends on our common stock to date. We currently intend to retain our future earnings, if any, to fund the developmentand growth of our business. In addition, the terms of any existing or future debt agreements may preclude us from paying dividends. As a result, capitalappreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.We are an “emerging growth company,” and if we decide to comply only with reduced disclosure requirements applicable to emerging growth companies,our common stock could be less attractive to investors.We are an “emerging growth company,” as defined in the JOBS Act and, for as long as we continue to be an “emerging growth company,” we may choose totake advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including notbeing required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regardingexecutive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executivecompensation and shareholder approval of any golden parachute payments not previously approved. We will remain an “emerging growth company” until theearlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of our IPO, (b) in which we have total annual gross revenues of over$1.0 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock held by non-affiliates exceeds $700million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. Wecannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock lessattractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and our stock price may be morevolatile.Under the JOBS Act, emerging growth companies that become public can delay adopting new or revised accounting standards until such time as thosestandards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and,therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.45Table of ContentsITEM 1B.UNRESOLVED STAFF COMMENTSNone.46Table of ContentsITEM 2.PROPERTIESOur headquarters is located in Newark, California, where we occupy approximately 90,000 square feet of office, laboratory and manufacturing space. Thecurrent term of our lease expires in January 2025. We have an option to extend the lease for two additional terms of seven years, which would extend our leasethrough January 2039. We believe that our current facilities are adequate for our needs and for the immediate future and that, should it be needed, additional spacecan be leased to accommodate any future growth.47Table of ContentsITEM 3.LEGAL PROCEEDINGSFrom time to time, the Company may have certain contingent liabilities that arise in the ordinary course of business. As of May 2015, the Companybecame subject to a securities class action complaint, captioned City of Warren Police and Fire Retirement System v. Revance Therapeutics Inc., et al, CIV533635, which was filed on behalf of City of Warren Police and Fire Retirement System in the Superior Court for San Mateo County, California against theCompany and certain of its directors and executive officers at the time of the June 2014 follow-on public offering, and the investment banking firms that acted asthe underwriters in the follow-on public offering. In general, the complaint alleges that the defendants misrepresented the then-present status of the RT001 topicalclinical program and made false and misleading statements regarding the formulation, manufacturing and efficacy of its drug candidate, RT001 topical, for thetreatment of crow's feet at the time of the follow-on public offering. The complaint has been brought as a purported class action on behalf of those who purchasedcommon stock in the follow-on public offering and seeks unspecified monetary damages and other relief. On October 5, 2015, the Company made a motion fortransfer of the action to the Superior Court for the County of Santa Clara on the basis that venue was improper in San Mateo County. Plaintiff’s counsel did notoppose the transfer motion, and the action was received by Santa Clara Superior Court on November 6, 2015 and assigned the following case number, 15-CV-287794. On November 23, 2015, the Court issued an Order deeming the case complex and staying all discovery and motions pending further order.Before proceeding with further Court action, including the filing of its motions to dismiss under California rules, the Company agreed with Plaintiff toconduct a mediation. The parties did not reach agreement during the mediation. However, following the mediation, the parties continued discussions and, onOctober 31, 2016, executed a stipulation of settlement (the "Stipulation"). Under the Stipulation, in exchange for a release of all claims by the plaintiff class, theCompany has agreed to settle the litigation for $6.4 million in cash, of which the Company expects $5.9 million to be covered by its insurance policies. TheStipulation maintains that the defendants, including the Company, deny all wrongdoing and liability related to the litigation. Plaintiff's counsel filed a motion forpreliminary approval of the settlement on November 11, 2016 and a hearing regarding preliminary approval was set for January 6, 2017.On January 6, 2017, the Court issued an order (the “Order”) preliminarily approving the settlement proposed in the Stipulation by and among the plaintiffclass and all named defendants in the Action, including the Company (the “Settlement”), and directing that notice of the proposed settlement be given to allmembers of the plaintiff class (the “Class Members”). The Court scheduled a hearing (“Settlement Fairness Hearing”) on May 19, 2017, at 9:00 a.m. Pacific Timeat the Court, located at 191 North First Street, San Jose, CA 95113, to, among other things, make a final determination whether the Settlement is fair, reasonableand adequate and should be approved by the Court. The Order provides that Class Members may opt out of the Settlement and that they may object to theSettlement in advance of and/or at the Settlement Fairness Hearing.The Stipulation and the Settlement remain subject to final approval by the Court and certain other conditions. It is anticipated that the Settlement, ifapproved, would not have a material impact on the Company’s business.This litigation, including the Settlement, remains subject to uncertainty, and the actual defense and disposition costs may depend upon many unknownfactors. Therefore, there can be no assurance that this litigation will not have a material adverse effect on our business, results of operations, financial position orcash flows.Except as provided above, we are not currently involved in any material legal proceedings.48Table of ContentsITEM 4.MINE SAFETY DISCLOSURESNot applicable.49Table of ContentsPART IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIESOur common stock has been trading on The Nasdaq Global Market under the symbol “RVNC” since our IPO on February 6, 2014. Prior to this date, therewas no public market for our common stock. On February 24, 2017 , the closing price of our common stock as reported on the NASDAQ Global Market was$20.30 per share. The following table sets forth the high and low sales prices per share of our common stock on the NASDAQ Global Market for the quarterlyperiods indicated. High Low2016 First Quarter$34.55 $15.63Second Quarter$20.95 $12.62Third Quarter$17.94 $12.54Fourth Quarter$21.85 $12.35 2015 First Quarter$21.35 $14.10Second Quarter$35.72 $19.25Third Quarter$33.71 $24.82Fourth Quarter$42.41 $25.57Holders of RecordAs of February 24, 2017 , there were approximately 40 holders of record of our common stock.Dividend PolicyWe have never declared or paid any cash dividend on our common stock. We currently anticipate that we will retain future earnings for the development,operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Any determination to paydividends in the future will be at the discretion of our board of directors and will be dependent on a number of factors, including our earnings, capital requirements,overall financial conditions, business prospects, contractual restrictions and other factors our board of directors may deem relevant.Stock Price Performance GraphThis performance graph shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or incorporated by reference into any of our filingsunder the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.50Table of Contents This graph compares, for the period ended December 31, 2016 , the cumulative total return on our common stock, the NASDAQ Biotechnology Index (NBI)and the NASDAQ Composite Index (CCMP). The graph assumes $100 was invested on February 6, 2014, in our common stock, the NBI and CCMP, and assumesthe reinvestment of any dividends. The stock price performance on the following graph is not necessarily indicative of future stock price performance.Company/Index2/6/20143/31/20146/30/20149/30/201412/31/20143/31/20156/30/20159/30/201512/31/20153/31/20166/30/20169/30/201612/31/2016RevanceTherapeutics, Inc.$100.00$196.88$212.50$120.81$105.88$129.56$199.88$186.00$213.50$109.13$85.00$101.31$129.38NASDAQBiotechnologyIndex$100.00$99.80$108.67$115.72$128.67$145.74$156.71$128.61$143.81$110.90$109.66$123.36$113.11NASDAQComposite Index$100.00$103.67$109.18$111.62$117.98$122.45$124.94$116.08$126.20$123.13$122.84$135.15$137.39Recent Sales of Unregistered SecuritiesNot applicable.51Table of ContentsITEM 6.SELECTED FINANCIAL DATAThe information set forth below for the five years ended December 31, 2016 is not necessarily indicative of results of future operations, and should be read inconjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , and the Consolidated Financial Statementsand related notes thereto included in Item 8, Consolidated Financial Statements and Supplementary Data , of this Form 10-K to fully understand the factors thatmay affect the comparability of the information presented below.SELECTED CONSOLIDATED FINANCIAL DATA(In thousands, except share and per share data) Year Ended December 31, 2016 2015 2014 2013 2012Consolidated Statements of Operations Data: Revenue$300 $300 $383 $617 $717Total operating expenses$88,515 $72,617 $52,433 $38,842 $43,903Loss from operations$(88,215) $(72,317) $(52,050) $(38,225) $(43,186)Interest expense$(1,082) $(1,190) $(10,672) $(15,164) $(28,959)Net loss$(89,270) $(73,476) $(62,917) $(52,448) $(58,259)Net income (loss) attributable to common stockholders: Basic (1)$(89,270) $(73,476) $(62,917) $258 $(58,259)Diluted (1)$(89,270) $(73,476) $(62,917) $1,083 $(58,259)Net income (loss) per share attributable to common stockholders: Basic (1)$(3.18) $(3.02) $(3.24) $1.17 $(290.48)Diluted (1)$(3.18) $(3.02) $(3.24) $1.05 $(290.48)Weighted-average number of shares used in computing net income(loss) per share attributable to common stockholders: Basic (1)28,114,784 24,340,466 19,391,523 220,220 200,560Diluted (1)28,114,784 24,340,466 19,391,523 1,029,150 200,560(1)For all periods presented these amounts reflect the one-for-fifteen reverse stock split effected on February 3, 2014. As of December 31, 2016 2015 2014 2013 2012Consolidated Balance Sheet Data: Cash and cash equivalents$63,502 $201,615 $171,032 $3,914 $4,083Investments$122,026 $52,439 $— $— $—Working capital surplus (deficit)$173,048 $241,926 $162,495 $(42,747) $(112,530)Total assets$204,360 $275,822 $192,469 $22,645 $13,423Capital lease, net of current portion$— $— $— $— $5Note payable, net of current portion$— $— $— $2,632 $10,995Financing obligation, net of current portion$1,872 $5,346 $598 $— $—Convertible preferred stock$— $— $— $123,982 $95,433Accumulated deficit$(421,543) $(332,273) $(258,797) $(195,880) $(218,326)52Table of ContentsITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understandour results of operations and financial condition. MD&A is provided as a supplement to, and should be read in conjunction with, our audited ConsolidatedFinancial Statements and the accompanying notes to the Consolidated Financial Statements and other disclosures included in this Annual Report on this Form 10-K (including the disclosures under “Item 1A. Risk Factors”). Our Consolidated Financial Statements have been prepared in accordance with U.S. generallyaccepted accounting principles and are presented in U.S. dollars.OverviewRevance Therapeutics, Inc. is a clinical-stage biotechnology company focused on the development, manufacturing, and commercialization of novelbotulinum toxin products for multiple aesthetic and therapeutic indications. We are leveraging our proprietary portfolio of botulinum toxin type A compounds,formulated with our patented and proprietary peptide technology, to address unmet needs in large and growing neurotoxin markets. Our proprietary peptidetechnology enables delivery of botulinum toxin type A through two investigational drug product candidates, DaxibotulinumtoxinA for Injection (RT002), orRT002 injectable, and DaxibotulinumtoxinA Topical Gel (RT001), or RT001 topical. We are pursuing clinical development for RT002 injectable and planning toconduct additional preclinical development for RT001 topical. Neither formulation of our product candidates contains albumin or any other animal or human-derived materials. We believe this reduces the risk of the transmission of certain viral diseases. We hold worldwide rights for all indications of RT002 injectableand RT001 topical, and the pharmaceutical rights to our proprietary peptide technology.RT002 injectable is a novel, injectable formulation of botulinum toxin type A designed to be a targeted and long-lasting injectable botulinum toxin treatment.We are studying RT002 injectable for aesthetic indications, such as glabellar (frown) lines and therapeutic indications, such as cervical dystonia and plantarfasciitis. We believe RT002 injectable has the potential to expand into additional aesthetic and therapeutic indications in the future.DaxibotulinumtoxinA for Injection (RT002, or RT002 Injectable)We are developing RT002 injectable, and plan to commercialize RT002 for indications where deep delivery of the botulinum toxin is required and a long-lasting effect is desired. We believe RT002 injectable may provide targeted delivery of botulinum toxin to intended treatment sites, while potentially reducing theunwanted spread of botulinum toxin to adjacent areas. We believe, and our preclinical and clinical studies indicate, that this targeted delivery, enabled by ourproprietary peptide technology, may permit safe administration of higher doses of botulinum toxin and may result in long-lasting effect. If approved, we believeRT002 injectable has the potential to address significant unmet need in this market.We are in Phase 3 clinical development for RT002 injectable in North America for the treatment of glabellar lines. During the fourth quarter of 2016, weinitiated subject dosing in our SAKURA Phase 3 program and expect to report topline results from our Phase 3 program (called SAKURA 1 and SAKURA 2) inthe fourth quarter of 2017. In March 2016, we reported results from BELMONT, a Phase 2 active comparator clinical trial against the market leader BOTOX®Cosmetic. The 24-week data, which we reported in October 2015, showed that RT002 injectable achieved its primary efficacy measurement at four weeks for alldoses of RT002 injectable and that such efficacy was highly statistically significant as compared to placebo. In addition, the 40 Unit dose of RT002 injectabledemonstrated a 23.6-week median duration versus BOTOX® Cosmetic with an 18.8-week median duration. Across all cohorts, RT002 injectable appeared to begenerally safe and well-tolerated.We also initiated a Phase 2 dose-escalating, open-label clinical study of RT002 injectable in the therapeutic indication of cervical dystonia, a musclemovement disorder. The Phase 2 study is evaluating safety, preliminary efficacy, and duration of effect of RT002 injectable in subjects with moderate to severeisolated cervical dystonia symptoms of the neck. In December 2016, we announced positive results from its Phase 2 clinical trial. The topline interim data showedthat RT002 injectable demonstrated median duration of >24 weeks, displayed clinically significant impact on cervical dystonia signs and symptoms, and appearedto be generally safe and well-tolerated. The trial enrolled 37 subjects and follows three sequential treatment cohorts for up to a total of 24 weeks after treatment foreach cohort. The trial’s first cohort of 12 subjects received a single dose of up to 200 units of RT002 injectable, the second cohort of 12 subjects received between200 and 300 units, and the third53Table of Contentscohort received from 300 to 450 units. Later-enrolled subjects in the second and third cohorts have yet to complete the trial’s 24-week protocol. We plan to sharethe 24-week results in the second quarter of 2017.We also initiated a Phase 2 prospective, randomized, double-blinded, placebo-controlled trial of RT002 injectable in the therapeutic indication of plantarfasciitis. This study will evaluate the safety and efficacy of a single administration of RT002 injectable in reducing the signs and symptoms of plantar fasciitis. Thestudy is expected to enroll approximately 60 subjects in the United States. The study's primary efficacy endpoint is the improvement in the American OrthopedicFoot and Ankle Score (AOFAS). Subjects will be followed for 16 weeks post treatment. Topline clinical results from this study are expected in the second half of2017.DaxibotulinumtoxinA Topical Gel (RT001, or RT001 Topical)We discontinued clinical development of RT001 topical in 2016 and are planning to conduct additional preclinical work for RT001 topical in therapeutic andaesthetic applications where botulinum toxin has shown efficacy and are particularly well suited for needle-free treatments. RT001 topical is designed to haveseveral such advantages, including painless topical administration, no bruising, ease of use and limited dependence on administration technique by physicians andmedical staff. We believe these potential advantages may improve the experience of patients undergoing botulinum toxin procedures and could make RT001topical suitable for multiple indications in the future.We completed RT001 topical Phase 3 clinical trials for the treatment of crow’s feet and an initial Phase 2 clinical trial for the treatment of primary axillaryhyperhidrosis. We discontinued clinical development of RT001 topical for the treatment of crow’s feet in 2016 following the results from our REALISE 1 Phase 3clinical trial, which was designed to evaluate the safety and efficacy of RT001 topical compared to placebo in subjects with moderate to severe crow's feet. Basedon the REALISE 1 results, we also decided not to pursue clinical development of RT001 topical for the treatment primary axillary hyperhidrosis.Since commencing operations in 2002, we have devoted substantially all our efforts to identifying and developing our product candidates for the aestheticand therapeutic markets, recruiting personnel, raising capital, and preclinical and clinical development of, and manufacturing capabilities for, RT002 injectable andRT001 topical. We have retained all worldwide rights to develop and commercialize RT002 injectable and RT001 topical. We have not filed for approval with theFDA for the commercialization of RT002 injectable or RT001 topical to treat any indication and we have not generated any revenue from product sales for RT002injectable or RT001 topical.Results of OperationsRevenueDuring the years ended December 31, 2016 , 2015 and 2014 , we recognized revenue from license and royalty agreements and did not have any productrevenue during those same years. The following table presents our revenue for the periods indicated and related changes from the prior period: Years Ended December 31, 2016 vs. 2015 2015 vs. 2014 2016 2015 2014 % % (In thousands, except percentages)Relastin Royalty300 300 300 —% — %License— — 83 —% (100)%Total revenue$300 $300 $383 —% (22)%Our total revenue for the year ended December 31, 2016 remained constant, compared to the same period in 2015 , due to revenue from the Relastin (overthe counter skin cream) product milestone. Our total revenue for the year ended December 31, 2015 decreased by 22% , compared to the same period in 2014 , dueto a decrease in license revenue in connection with an exclusive technology evaluation agreement with Procter & Gamble (the "Procter & Gamble agreement"). Inthe year ended December 31, 2014, we recognized license revenue of $0.1 million, pursuant to the Procter & Gamble agreement, whereby we received an upfrontpayment in the amount of $0.3 million, which was initially recorded as deferred revenue and recognized over the estimated performance period. During the yearsended December 31, 2016 and 2015, there was no license revenue recognized.54Table of ContentsWe recognized royalty revenue during the years ended December 31, 2016 , 2015 , and 2014 related to the Relastin asset purchase and royalty agreement. InAugust 2011, we entered into the Relastin asset purchase and royalty agreement to sell the business related to our Relastin product line, to Precision Dermatology,Inc., or PDI. The Relastin asset purchase and royalty agreement provides for a minimum royalty payment of $0.3 million per year, to be paid quarterly for up to 15years from the execution date. PDI was subsequently acquired by Valeant Pharmaceuticals International, Inc., or Valeant, in July 2014. On April 23, 2015, wereceived notice from Valeant terminating the asset purchase and royalty agreement effective as of July 23, 2015. As of December 31, 2016 , reversion of theRelastin® intellectual property rights had not been completed and we are entitled to the minimum royalty payment until such rights are reverted back to us. We donot currently have any plans for the future of Relastin®, as our focus is primarily on the development of RT002 injectable.Operating ExpensesOur operating expenses consist of research and development expenses and general and administrative expenses. The largest component of our operatingexpenses is our personnel costs, which consist primarily of compensation-related costs including stock-based compensation. We expect our expenses to increase inthe near term as we initiate and complete additional clinical trials and associated programs related to RT002 injectable for the treatment of glabellar lines andindications in muscle movement and other disorders, such as cervical dystonia and plantar fasciitis.Research and Development ExpensesWe recognize research and development expenses as they are incurred. Since our inception, we have focused on our clinical development programs and therelated research and development. We have been developing RT002 injectable and RT001 topical since 2002 and we have typically used our employees,consultants and infrastructure resources across both programs. Our research and development expenses consist primarily of: •salaries and related expenses for personnel in research and development functions, including stock-based compensation;•expenses related to the initiation and completion of clinical trials for RT002 injectable and RT001 topical, including expenses related to production ofclinical supplies;•fees paid to clinical consultants, clinical trial sites and vendors, including clinical research organizations (CROs) in conjunction with implementingand monitoring our preclinical and clinical trials and acquiring and evaluating preclinical and clinical trial data, including all related fees, such as forinvestigator grants, patient screening fees, laboratory work and statistical compilation and analysis;•other consulting fees paid to third parties;•expenses related to establishment and maintenance of our own manufacturing facilities;•expenses related to the manufacture of drug substance and drug product supplies for ongoing and future preclinical and clinical trials;•expenses related to license fees and milestone payments under in-licensing agreements;•expenses related to compliance with drug development regulatory requirements in the United States, the European Union and other foreignjurisdictions; and•depreciation and other allocated expenses.For the years ended December 31, 2016 , 2015 , and 2014 , costs associated with our manufacturing and quality efforts for both RT002 injectable and RT001topical development have been our largest research and development related expenses, totaling $35.3 million, or 70.1%, $32.6 million, or 68.6%, and $24.7million, or 74.1% of research and development expenses in 2016 , 2015 , and 2014 , respectively. These costs do not include clinical costs associated with thedevelopment of RT002 injectable and RT001 topical.Clinical and regulatory costs associated with the development of RT002 injectable and RT001 topical, including clinical trials of RT002 injectable for theimprovement of glabellar lines, cervical dystonia and plantar fasciitis, and clinical trials of RT001 topical for the treatment of crow’s feet, totaled $15.1 million, or29.9%, $14.9 million, or 31.4%, $8.7 million, or 25.9% of research and development expenses in 2016 , 2015 , and 2014 , respectively.Our research and development expenditures are subject to numerous uncertainties primarily related to the timing and cost needed to complete our respectiveprojects. Further, the development timelines, probability of success and development expenses can differ materially from expectations and the completion ofclinical trials may take several years or more depending on the type, complexity, novelty and intended use of a product candidate. Accordingly, the cost of clinicaltrials may vary55Table of Contentssignificantly over the life of a project as a result of differences arising during clinical development. We expect our research and development expenses to increaseas we continue our clinical development of RT002 injectable for the treatment of glabellar lines, cervical dystonia, and plantar fasciitis, or if the FDA requires us toconduct additional clinical trials for approval and as we enter into other indications for RT002 injectable.The following table presents our research and development expenses for the periods indicated and related changes from the prior period: Year Ended December 31, 2016 vs. 2015 2015 vs. 2014 2016 2015 2014 % % (In thousands, except percentages)Research and development (inclusive of stock-based compensationnoted below)$50,381 $47,529 $33,390 6 % 42%Stock-based compensation$5,557 $6,511 $2,357 (15)% 176%Research and development expenses for the year ended December 31, 2016 increased by 6% , compared to the same period in 2015 , primarily due toincreased costs related to personnel and consulting costs, manufacturing and quality activities, preclinical and clinical studies for RT002 injectable, and theacquisition of a portfolio of patents from Botulinum Toxin Research Associates, Inc., ("BTRX") which included an upfront expenditure of $2.0 million. Theseincreases were offset by a decrease in clinical trial activities related to discontinuance of clinical development for RT001 topical and stock-based compensationcosts.Research and development expenses for the year ended December 31, 2015 increased by 42% , compared to the same period in 2014 , primarily due toincreased costs related to personnel as well as, preclinical and clinical trial expenditures, which increased primarily due to our RT002 injectable Phase 2BELMONT study, our RT001 topical Phase 2 study for the treatment of hyperhidrosis, our RT002 injectable Phase 2 study for the treatment of cervical dystonia,and our RT001 topical Phase 3 study for the treatment of moderate to severe crow's feet.Our research and development expenses fluctuate as projects transition from one development phase to the next. Depending on the stage of completion andlevel of effort related to each development phase undertaken, we may reflect variations in our research and development expense. We expense both internal andexternal research and development expenses as they are incurred. We typically share employees, consultants and infrastructure resources between the RT002injectable and RT001 topical programs. We believe that the strict allocation of costs by product candidate would not be meaningful. As such, we generally do nottrack these costs by product candidate.Stock-based compensation for research and development for the year ended December 31, 2016 decreased by $1.0 million, compared to the same period in2015 , primarily due to equity award modifications and offset by an increase in employee headcount.Stock-based compensation for research and development for the year ended December 31, 2015 increased by $4.2 million, compared to the same period in2014 , primarily due to equity award modifications, an increase in employee headcount, and an increase in non-employee stock compensation expense.General and Administrative ExpensesGeneral and administrative expenses consist primarily of personnel costs, including stock-based compensation, for employees in our marketing,administration, finance, business development, and investor relations functions. Other significant expenses include professional fees for accounting and legalservices, including legal services associated with obtaining and maintaining patents and litigation. We expect that our general and administrative expenses willincrease with the continued development of, and if approved, the commercialization of RT002 injectable. The following table presents our general andadministration expenses for the periods indicated and related changes from the prior period:56Table of Contents Year Ended December 31, 2016 vs. 2015 2015 vs. 2014 2016 2015 2014 % % (In thousands, except percentages)General and administrative expenses (inclusive of stock-basedcompensation noted below)29,075 25,088 19,043 16% 32%Stock-based compensation6,396 5,877 4,173 9% 41%General and administrative expenses for the year ended December 31, 2016 increased by 16% , compared to the same period in 2015 , primarily due toincreased costs related to personnel, consulting costs, and legal matters.General and administrative expenses for the year ended December 31, 2015 increased by 32% , compared to the same period in 2014 , primarily due toincreased costs related to personnel, legal matters, marketing, offset by a decrease in professional fees. Since our IPO in February 2014, we have incurred increasedcosts related to personnel and administrative activities to support the operation of a public company.Stock-based compensation for general and administrative expenses increased for the periods presented primarily due to an increase in employee headcount.Loss on ImpairmentThe following table presents our loss on impairment for the periods indicated and related changes from the prior period: Year Ended December 31, 2016 vs. 2015 2015 vs. 2014 2016 2015 2014 % % (In thousands, except percentages)Loss on impairment$9,059 $— $— 100% —%We constructed a large capacity fill/finish line dedicated to the manufacture of RT001 topical and to support our regulatory license applications. Wediscontinued clinical development of RT001 topical for the treatment of crow’s feet and axillary hyperhidrosis in June 2016, following results from our REALISE1 Phase 3 clinical trial.Under generally accepted accounting principles in the United States, long-lived assets, such as our RT001 topical fill/finish line, are required to be reviewedfor impairment whenever adverse events or changes in circumstances indicate a possible impairment. If business conditions or other factors indicate that thecarrying value of the asset may not be recoverable, we may be required to record additional non-cash impairment charges. Additionally, if the carrying value of ourcapital equipment exceeds current fair value as determined based on the discounted future cash flows of the related product, the capital equipment would beconsidered impaired and would be reduced to fair value by a non-cash charge to earnings, which could negatively affect our operating results. During the yearended December 31, 2016 , we recorded a loss on impairment of $9.1 million related to our RT001 topical fill/finish line and certain other assets. We did notidentify any indicators of impairment during the years ended December 31, 2015 and 2014.Net Non-Operating ExpenseInterest IncomeInterest income consists primarily of interest income earned on our cash, cash equivalents, money market fund, and investment balances. We expect interestincome to vary each reporting period depending on our average cash, cash equivalents, money market fund, and investment balances during the period and marketinterest rates.Interest ExpenseInterest expense primarily consists of the interest charges associated with our convertible notes, notes payable, financing obligations, capital leaseobligations, and capitalized interest. Notes payable under our term loan agreement with Hercules, which matured and was fully paid off in March 2015, boreinterest at a rate which is the greater of (i) 9.85% per annum or (ii) 9.85% per annum plus the difference of the prime rate less 3.25%. The interest charge on ourconvertible notes and capital lease obligations was fixed at the inception of the related transaction based on the incremental borrowing rate in effect on such date.Our interest expense, includes cash and non-cash components with the non-cash components consisting of (i) interest57Table of Contentsrecognized from the amortization of debt issuance costs, which were capitalized on the Consolidated Balance Sheets, that are generally derived from cashpayments related to the issuance of convertible notes and notes payable, (ii) interest recognized from the amortization of debt discounts, which were capitalized onthe Consolidated Balance Sheets, derived from the issuance of warrants and derivatives issued in conjunction with convertible notes and notes payable, (iii) interestrecognized on the 2013 convertible notes, or 2013 Notes, which was not paid but instead converted into shares of common stock, (iv) interest capitalized for assetsconstructed for use in operations, (v) interest related to the extinguishment of debt, which is classified as a gain or loss on debt extinguishments, and (vi) effectiveinterest recognized on the financing obligation. The capitalized amounts related to the debt issuance costs and debt discounts are generally amortized to interestexpense over the term of the related debt instruments.Upon the conversion of the 2013 Notes into shares of common stock during the year ended December 31, 2014, we recognized non-cash interest expense of$9.6 million related to the 2013 Notes, including amortization of warrant-related debt discount of approximately $0.4 million up to the date of conversion,amortization of the derivative-related debt discount of $0.6 million up to the date of conversion, accrued interest of $0.3 million up to the date of conversion and aloss on extinguishment of $8.3 million upon conversion of the 2013 Notes into common stock.Change in Fair Value of Derivative Liabilities Associated with Convertible NotesOur derivative liabilities associated with 2013 Notes were previously classified as liabilities on our Consolidated Balance Sheets and were remeasured to fairvalue at each balance sheet date with the corresponding gain or loss from the adjustment recorded in the Consolidated Statements of Operations andComprehensive Loss. We recorded the derivative liabilities as a debt discount that was being amortized using the effective interest method over the term of the2013 Notes. The amortization of this debt discount was accelerated upon the completion of our IPO with the corresponding expense recorded in our ConsolidatedStatement of Operations and Comprehensive Loss. See Note 9 to our Consolidated Financial Statements included elsewhere in this Form 10-K.Change in Fair Value of Derivative Liabilities Associated with the Medicis SettlementIn October 2012, we entered into a settlement and termination agreement with Medicis. The terms of the settlement provided for the reacquisition of therights related to all territories of RT002 injectable and RT001 topical from Medicis and for consideration payable by us to Medicis of up to $25.0 million,comprised of (i) an upfront payment of $7.0 million, which was paid in 2012, (ii) a proceeds sharing arrangement payment of $14.0 million of which $6.9 millionwas paid in 2013 and the remaining $7.1 million was paid in 2014, and (iii) $4.0 million to be paid upon the achievement of regulatory approval of RT002injectable or RT001 topical.We determined that the settlement provisions related to (ii) and (iii) above were derivative instruments that required fair value accounting at the time ofsettlement and fair value remeasurements on a periodic basis going forward. Accordingly, we recorded derivative liabilities on the balance sheet based on theirrespective fair values on the settlement date.Our outstanding derivative liabilities associated with the Medicis settlement are classified as liabilities on our Consolidated Balance Sheet. These liabilitieswill be reduced as the related payment of $4.0 million is made under the settlement agreement and the remaining liabilities will be subsequently remeasured to fairvalue at each balance sheet date with the corresponding gain or loss from the adjustment recorded in the Consolidated Statement of Operations and ComprehensiveLoss. Upon the completion of our IPO in February 2014, we paid $7.1 million to settle our remaining obligation under the Proceeds Sharing Arrangement of theOctober 2012 Medicis settlement. We will continue to record adjustments to the fair value of the Medicis settlement derivative liability until the Product ApprovalPayment has been paid.Change in Fair Value of Common Stock Warrant LiabilityCommon stock warrants issued in connection with the 2013 Notes were classified as liabilities on our Consolidated Balance Sheet and requiredremeasurement at each balance sheet date. Upon the completion of our IPO, these common stock warrant liabilities were remeasured to fair value and settled inconjunction with the cashless net exercise of these warrants. See Note 14 to our Consolidated Financial Statements included elsewhere in this Form 10-K.Change in Fair Value of Convertible Preferred Stock Warrant LiabilityOur previously outstanding convertible preferred stock warrants were classified as liabilities on our Consolidated Balance Sheets at fair value as they werecontingently redeemable because they could have obligated us to transfer assets to the58Table of Contentsholders at a future date under certain circumstances, such as a deemed liquidation event. The convertible preferred stock warrants were remeasured to fair value ateach balance sheet date with the corresponding gain or loss from the adjustment recorded in the Consolidated Statement of Operations and Comprehensive Loss.Upon the IPO in February 2014, these preferred stock warrants were remeasured to fair value and converted into common stock warrants with the correspondingliability reclassified to additional paid in capital.In February 2014, two holders of preferred stock warrants exercised their put options to sell 22,856 warrants at an exercise price equal to the average fairvalue of our stock price for 5 days preceding the exercise. We recorded a loss on cash settlement of $1.4 million as a result of this exercise, which was offset by again on fair value remeasurement of $0.1 million through the date of settlement.In connection with our IPO, the remaining warrants to purchase 173,975 shares of convertible preferred stock were converted into warrants to purchase173,975 shares of common stock. As of December 31, 2016, 61,595 shares of common stock warrants remain outstanding.Other Expense, netOther expense, net is comprised of miscellaneous tax and other expense items.The following table presents our other income and expense for the periods indicated and related changes from the prior period: Years Ended December 31, 2016 vs. 2015 2015 vs. 2014 2016 2015 2014 % % (In thousands, except percentages)Interest income$1,170 $231 $44 406% 425%Interest expense(1,082) (1,190) (10,672) (9)% (89)%Change in fair value of derivative liabilities associated withconvertible notes— — 4,032 — % (100%)Change in fair value of derivative liabilities associated with theMedicis settlement(608) 127 (320) (579)% (140)%Change in fair value of common stock warrant liability— — (2,151) — % (100%)Change in fair value of convertible preferred stock warrant liability— — (210) — % (100)%Loss on settlement of preferred stock warrant— — (1,356) — % (100)%Other expense, net(535) (327) (234) 64% 40 %Total net non-operating expenses$(1,055) $(1,159) $(10,867) (9)% (89)%Our total net non-operating expense for the year ended December 31, 2016 decreased by 9% , compared to the same period in 2015 , primarily due to lowerinterest expense, which is described below, offset by an increase in the fair value of the Medicis derivative liabilities, and other taxes and fees.Our total net non-operating expense for the year ended December 31, 2015 decreased by 89% , compared to the same period in 2014 , primarily due to adecrease in interest expense, which is described below, a decrease in the fair value of the Medicis derivative liabilities, no loss on settlement of preferred stockwarrants, and other one-time charges related to our IPO, including conversion of common stock warrants and our convertible notes into common stock andconversion of preferred stock warrants into common stock warrants.The interest expense by cash and non-cash components is as follows:59Table of Contents Years Ended December 31, 2016 vs. 2015 2015 vs. 2014 2016 2015 2014 % % (In thousands, except percentages)Interest expense Cash related interest expense (1)$(676) $(802) $(1,182) (16)% (32)% Non-cash interest expense Non-cash interest expense — debt issuance costs— (39) (203) (100)% (81)%Non-cash interest expense — warrant and derivative related debtdiscounts— (5) (650) (100)% (99)%Non-cash interest expense — convertible notes— — (1,250) — % (100)%Loss on extinguishment of 2013 Notes— — (8,331) — % (100)%Non-cash interest expense - financing obligation(406) (344) (28) 18% 1,129 %Capitalized interest expense (2)— — 972 — % (100%)Total non-cash interest expense$(406) $(388) $(9,490) 5 % (96)% Total interest expense$(1,082) $(1,190) $(10,672) (9)% (89)% (1)Cash related interest expense included interest payments to Hercules and the Essex Capital Facility.(2)Interest expense capitalized pursuant to Accounting Standards Codification Topic 835, Interest .Interest expense for the year ended December 31, 2016 decreased by 9% , compared to the same period in 2015 , primarily due to the lower interest resultingfrom the declining principal balance on the Essex Capital Facility. Interest expense for the year ended December 31, 2015 decreased by 89% , compared to the same period in 2014 , primarily due to the loss onextinguishment of the 2013 Notes, conversion of the 2013 Notes into common stock, and less cash paid for interest expense on the Hercules Notes Payable, offsetby a decrease in capitalization of interest expense for construction-in-progress. In February 2014, our IPO triggered an acceleration of interest on the 2013 Notesthrough the end of the notes, which combined with the outstanding principal balance, then converted into 1,637,846 shares of common stock. Income TaxesSince inception, we have incurred net losses and have not recorded any U.S. federal or state income tax and the tax benefits of our operating losses have beenfully offset by valuation allowances.There was no provision or benefit from income taxes during the years ended December 31, 2016 , 2015 and 2014 .Liquidity and Capital ResourcesThrough December 31, 2016 , we have funded substantially all of our operations through the sale and issuance of our common stock, preferred stock, venturedebt, and convertible debt. On March 7, 2016, we entered into an ATM sales agreement, or the 2016 ATM Agreement, with Cowen and Company, LLC (Cowen),under which we may offer and sell shares of our common stock having aggregate gross proceeds of up to $75.0 million through Cowen as our sales agent. No salesof our common stock had taken place under the 2016 ATM Agreement as of December 31, 2016 . During the period from January 1, 2017 through February 24,2017, we sold 469,478 shares of our common stock under the 2016 ATM Agreement at a weighted average price of $21.52 per share resulting in net proceeds of$9.4 million , after commissions and other offering expenses.In November 2015, we completed a follow-on public offering or 2015 follow-on offering, pursuant to which we issued 3,737,500 shares of common stock at$36.00 per share, including the exercise of the underwriters’ option to purchase 487,500 additional shares of common stock, for net proceeds of $126.2 million ,after underwriting discounts, commissions and other offering expenses. In March 2015, we entered into an ATM agreement, or the 2015 ATM Agreement, withCowen under which we could sell common stock having aggregate proceeds of up to $50.0 million . During the third quarter of 2015, we sold 352,544 shares ofour common stock under the ATM agreement at a weighted average price of $30.76 per share resulting in net proceeds of approximately $10.0 million , afterunderwriting discounts, commissions and other offering expenses. On March 25, 2016, the date of the effectiveness of our registration statement on Form S-3 filedwith the SEC on March 7, 2016, the 2015 ATM Agreement was effectively terminated and superseded by the 2016 ATM Agreement.60Table of ContentsOn June 19, 2014, we completed a follow-on public offering, pursuant to which we issued 4,600,000 shares of common stock at $30.50 per share, includingthe exercise of the underwriters’ option to purchase 600,000 additional shares of common stock, for net proceeds of $131.3 million, after underwriting discounts,commissions and other offering expenses. On February 6, 2014, we completed our initial public offering, or IPO, for sale of 6,900,000 shares of common stock at$16.00 per share, including the exercise of the underwriters’ option to purchase an additional 900,000 shares of common stock, for net proceeds of $98.6 million,after underwriting discounts, commissions and other offering expenses. We also raised $23.7 million through the issuance of convertible notes in the fourth quarterof 2013 and January 2014.We have never been profitable and, as of December 31, 2016 , we had a working capital surplus of $173.0 million and an accumulated deficit of $421.5million . For the year ended December 31, 2016 , we had a net loss of $89.3 million . As of December 31, 2016 , we had cash, cash equivalents, and investments of$185.5 million , a decrease of $68.6 million from December 31, 2015 . We expect to continue to incur net operating losses for at least the next several years as weadvance RT002 injectable through clinical development, seek regulatory approval, prepare for and, if approved, proceed to commercialization.Cash FlowsWe derived the following summary of our Consolidated Cash Flows for the periods indicated from our audited Consolidated Financial Statements includedelsewhere in this Form 10-K (in thousands): Year Ended December 31, 2016 2015 2014Net cash used in operating activities$(59,827) $(55,669) $(55,073)Net cash used in investing activities(75,499) (56,415) (6,975)Net cash (used in) provided by financing activities(2,642) 142,592 229,091Cash Flows from Operating ActivitiesOur cash used in operating activities is primarily driven by personnel-related expenditures, manufacturing costs, clinical development costs, costs related toour facility, and non-cash impairment costs. Our cash flows from operating activities will continue to be affected principally by our working capital requirementsand the extent to which we increase spending on personnel and research and development activities as our business grows.Cash used in operating activities of $59.8 million during the year ended December 31, 2016 resulted primarily from our net loss of $89.3 million , offset bystock-based compensation expense of $12.0 million , loss impairment of $9.1 million , the acquisition of in-process research and development of $2.0 million,depreciation expense of $1.4 million , amortization of premiums on investments of $1.2 million , change in fair value of derivative liabilities associated with theMedicis settlement of $0.6 million , and other adjustments of $0.4 million . The increase of $2.7 million in our net operating assets and liabilities was primarily dueto an increase in accruals and other current liabilities, deferred rent, and accounts payable by $8.5 million , offset by a decrease in prepaid expenses and othercurrent assets and other non-current assets by $5.7 million .Cash used in operating activities of $55.7 million during the year ended December 31, 2015 resulted primarily from our net loss of $73.5 million, offset bystock-based compensation expense of $12.4 million, depreciation expense of $2.0 million, and other adjustments of $0.9 million. The increase of $2.5 million inour net operating assets and liabilities was primarily due to an increase in accruals and other current liabilities, deferred rent, and other non-current assets by $3.4million, offset by decreases in prepaid expenses and other current assets and accounts payable by $0.9 million.Cash used in operating activities of $55.1 million during the year ended December 31, 2014 resulted in part from our net loss of $62.9 million, non-cashadjustments for the revaluation of derivative liabilities associated with our convertible notes of $4.0 million, and capitalized interest of $1.0 million offset by losson extinguishment of our 2013 Notes of $8.3 million, revaluation of common stock warrant liability of $2.2 million, loss on extinguishment of warrant liabilityupon exercise of put option by warrant holder of $1.4 million, amortization of debt discounts of $1.3 million, revaluation of convertible preferred stock warrantliability of $0.2 million, stock-based compensation expense of $6.5 million, depreciation expense of $2.1 million, issuance of common stock warrants of $0.4million, revaluation of derivative liability associated with Medicis settlement of $0.3 million, and interest upon issuance of the 2013 Notes and Essex Notes of $0.3million. The decrease of $10.2 million in our net operating assets and liabilities was primarily due to payments made under the Medicis settlement totaling $7.1million and decreases in prepaid and other current assets, other non-current assets, accounts payable, and deferred revenue by $6.1 million offset by an increase inaccruals and other current liabilities and deferred rent by $3.0 million.61Table of ContentsCash Flows from Investing ActivitiesCash used in investing activities was $75.5 million for the year ended December 31, 2016 consisting of $280.7 million for purchases of investments, $1.8million purchase of the acquisition of in-process research and development, and $1.7 million in purchase of property and equipment, offset by sales and maturity ofshort-term investments of $208.7 million.Cash used in investing activities was $56.4 million for the year ended December 31, 2015 consisting of $54.1 million for purchases of investments and $3.3million in purchase of property and equipment, offset by sales and maturity of short-term investments of $1.0 million. Cash used in investing activities was $7.0 million for the year ended December 31, 2014 consisting of purchases of property and equipment.Cash Flows from Financing ActivitiesCash used by financing activities was $2.6 million for the year ended December 31, 2016 comprised of proceeds from the exercise of stock options andESPP of $1.6 million, offset by principal payments on our financing obligations of $3.5 million, net settlement of restricted stock awards to settle employee taxobligations of $0.5 million, and payments of offering costs of $0.2 million.Cash provided by financing activities was $142.6 million for the year ended December 31, 2015 comprised of proceeds of $126.2 million from our 2015follow-on offering, $10.0 million from issuance of common stock in connection with our ATM offering, net of deferred offering costs, proceeds from sale ofequipment to Essex Capital of $9.8 million, and proceeds from the exercise of stock options and ESPP of $2.8 million, offset by principal payments on our notespayable of $2.7 million, principal payments on our financing obligations of $2.6 million, and net settlement of restricted stock awards to settle employee taxobligations of $1.0 million.Cash provided by financing activities was $229.1 million for the year ended December 31, 2014 primarily comprised of proceeds of $234.6 million fromissuance of common stock, after deducting underwriting discounts and commissions, proceeds of $6.8 million from issuance of convertible notes and note payable,and proceeds from exercise of stock options and ESPP of $1.8 million. These increases were partially offset by principal payments on our notes payable of $12.3million, principal payments on our financing obligation and capital leases of $0.2 million, and payments to settle warrants of $1.4 million.Operating and Capital Expenditure RequirementsWe have not achieved profitability on a quarterly or annual basis since our inception and we expect to continue to incur net losses for the foreseeable future.We expect our cash expenditures to increase in the near term to initiate and complete clinical trials and other associated programs relating to RT002 injectable forthe treatment of glabellar lines, cervical dystonia, plantar fasciitis and other indications. We believe that our existing capital resources, the net proceeds from ourIPO, and net proceeds from our follow-on public offerings will be sufficient to fund our operations for at least the next 12 months. However, we anticipate that wewill need to raise substantial additional financing in the future to fund our operations. In order to meet these additional cash requirements, we may seek to selladditional equity, or convertible debt or other securities that may result in dilution to our stockholders. If we raise additional funds through the issuance ofconvertible debt securities, these securities could have rights senior to those of our common stock and could contain covenants that restrict our operations. Therecan be no assurance that we will be able to obtain additional equity or debt financing on terms acceptable to us, if at all. Debt financing, if available, would result inincreased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions such as incurringdebt, making capital expenditures or declaring dividends. Our failure to obtain sufficient funds on acceptable terms when needed could have a material adverseeffect on our business, results of operations, and financial condition.If adequate funds are not available to us on a timely basis, or at all, we may be required to terminate or delay clinical trials or other development activities forRT002 injectable, and RT001 topical, and any future product candidates, or delay our establishment of sales and marketing capabilities or other activities that maybe necessary to commercialize our product candidates, if we obtain marketing approval. We may elect to raise additional funds even before we need them if theconditions for raising capital are favorable. Our future capital requirements depend on many factors, including: •the results of our clinical trials for RT002 injectable;62Table of Contents•the timing of, and the costs involved in, obtaining regulatory approvals for RT002 injectable, RT001 topical, or any future product candidates;•the number and characteristics of any additional product candidates we develop or acquire;•the scope, progress, results and costs of researching and developing RT002 injectable, RT001 topical, or any future product candidates, andconducting preclinical and clinical trials;•the cost of commercialization activities if RT002 injectable, RT001 topical, or any future product candidates are approved for sale, includingmarketing, sales and distribution costs;•the cost of manufacturing RT002 injectable, RT001 topical, or any future product candidates and any products we successfully commercialize, andmaintaining our related facilities;•our ability to establish and maintain strategic collaborations, licensing or other arrangements and the terms of and timing such arrangements;•the degree and rate of market acceptance of any future approved products;•the emergence, approval, availability, perceived advantages, relative cost, relative safety and relative efficacy of alternative and competing productsor treatments;•any product liability or other lawsuits related to our products;•the expenses needed to attract and retain skilled personnel;•any litigation, including litigation costs and the outcome of such litigation;•the costs associated with being a public company;•the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims, including litigation costs and the outcome ofsuch litigation; and•the timing, receipt and amount of sales of, or royalties on, future approved products, if any.Please see “Item 1A. Risk Factors” for additional risks associated with our substantial capital requirements.We have not generated product revenue from RT002 injectable or RT001 topical, and we do not know when, or if, we will generate such revenue. We do notexpect to generate significant revenue unless or until we obtain marketing approval of, and commercialize RT002 injectable or RT001 topical. We expect ourcontinuing operating losses to result in increases in cash used in operations over the next several years.We have based our estimates of future capital requirements on a number of assumptions that may prove to be wrong, and changing circumstances beyond ourcontrol may cause us to consume capital more rapidly than we currently anticipate. For example, our ongoing clinical trials of RT002 injectable may encountertechnical or other difficulties that could increase our development costs more than we currently expect or the FDA may require us to conduct additional clinicaltrials prior to approving RT002 injectable or future products we may develop. Because of the numerous risks and uncertainties associated with the developmentand commercialization of our product candidates, we are unable to estimate the amounts of increased capital outlays and operating expenditures associated withour current and anticipated clinical trials beyond 2017.Critical Accounting Policies and EstimatesOur Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States. The preparation ofthese Consolidated Financial Statements requires our management to make estimates, assumptions and judgments that affect the reported amounts of assets andliabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements, and the reported amounts of revenue and expensesduring the applicable periods. We base our estimates, assumptions and judgments on historical experience and on various other factors that we believe to bereasonable under the circumstances. Different assumptions and judgments would change the estimates used in63Table of Contentsthe preparation of our Consolidated Financial Statements, which, in turn, could change the results from those reported. We evaluate our estimates, assumptions andjudgments on an ongoing basis.The critical accounting estimates, assumptions and judgments that we believe have the most significant impact on our Consolidated Financial Statements aredescribed below.Clinical Trial AccrualsClinical trial costs are charged to research and development expense as incurred. We accrue for expenses resulting from obligations under contracts withclinical research organizations, or CROs, investigators and consultants, and under certain other agreements in connection with conducting clinical trials. Thefinancial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periodsover which materials or services are provided. Our objective is to reflect the appropriate trial expense in the Consolidated Financial Statements by matching theappropriate expenses with the period in which services and efforts are expended. In the event advance payments are made to a CRO, the payments will be recordedas a prepaid asset, which will be amortized as services are rendered.The CRO contracts generally include pass-through fees including, but not limited to, regulatory expenses, investigator fees, travel costs and othermiscellaneous costs, including shipping and printing fees. We estimate our clinical accruals based on reports from and discussion with clinical personnel andoutside services providers as to the progress or state of completion of trials, or the services completed. We estimate accrued expenses as of each balance sheet datein the Consolidated Financial Statements based on the facts and circumstances known at that time. Our clinical trial accrual is dependent, in part, upon the receiptof timely and accurate reporting from the CROs and other third-party vendors. As of December 31, 2016 , there have not been any material adjustments to ourestimated accrued expenses.Stock-Based CompensationWe recognize compensation costs related to stock options granted to employees and non-employee directors based on the estimated fair value of the awardson the date of grant, net of estimated forfeitures, using the Black-Scholes option-pricing model. The grant date fair value of the stock-based awards is recognizedover the requisite service period, which is generally the vesting period of the respective awards. Stock-based compensation expenses are classified in theConsolidated Statements of Operations and Comprehensive Loss based on the functional area to which the related recipients belong.The estimated grant date fair values of the option awards granted to employees and non-employee directors during the years ended December 31, 2016 ,2015 , and 2014 were calculated using the Black-Scholes option-pricing model with the following weighted-average assumptions: Year Ended December 31, 2016 2015 2014Expected term (in years)6.0 6.0 6.0Expected volatility61.9% 62.2% 57.4%Risk-free interest rate1.4% 1.6% 1.9%Dividend rate0.0% 0.0% 0.0%The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions that determine the fair value of options. Theseassumptions are as follows: •Expected term — The expected term represents the period that our options are expected to be outstanding and is calculated using the simplifiedmethod. We qualify for the simplified method as its stock options have the following characteristics: (i) granted at-the-money; (ii) exercisability isconditioned upon service through the vesting date; (iii) termination of service prior to vesting results in forfeiture; (iv) limited exercise periodfollowing termination of service; and (v) options are non-transferable and non-hedgeable, or “plain vanilla” options, and we have limited history ofexercise data.•Expected volatility — Because our common stock has only been publicly traded for a short time, the expected volatility was derived from the averagehistoric volatilities of several unrelated public companies within our industry that we considered to be comparable to our business over a periodequivalent to the expected term of the option.64Table of Contents•Risk-free interest rate — The risk-free interest rate is based on the U.S. Treasury constant maturity rates with terms similar to the option’s expectedterm.•Dividend rate — The expected dividend was assumed to be zero as we have never paid dividends and have no current plans to do so.In addition to the assumptions used in the Black-Scholes option-pricing model, we must also estimate a forfeiture rate to calculate the stock-basedcompensation for our options. Our forfeiture rate is based on an analysis of our actual forfeitures. We will continue to evaluate the appropriateness of the forfeiturerate based on actual forfeiture experience, analysis of employee turnover and other factors. Changes in the estimated forfeiture rate can impact on our stock-basedcompensation as the cumulative effect of adjusting the rate is recognized in the period in which we change the forfeiture estimate. If a revised forfeiture rate ishigher than the previously estimated forfeiture rate, we make an adjustment that will result in a decrease to the stock-based compensation recognized in ourConsolidated Financial Statements. If a revised forfeiture rate is lower than the previously estimated forfeiture rate, we make an adjustment that will result in anincrease to the stock-based compensation recognized in our Consolidated Financial Statements.We will continue to use judgment in evaluating the expected term, expected volatility and forfeiture rate related to our stock-based compensationcalculations on a prospective basis. As we continue to accumulate additional data related to our common stock, we may make refinements to the estimates of ourexpected terms, expected volatility and forfeiture rates that could materially impact our future stock-based compensation.Warrant LiabilitiesWe issued freestanding warrants to purchase shares of common stock and convertible preferred stock in connection with certain debt and lease transactions.Prior to the completion of our IPO, we accounted for warrants to purchase shares of our common stock and convertible preferred stock as liabilities at fair valuebecause these warrants obligated us to transfer assets to the holders at a future date under certain circumstances, such as change of control. We remeasured thesecommon stock and preferred stock warrants to current fair value at each balance sheet date, and any change of fair value was recognized as a change in fair valueof the warrant liability in our Consolidated Statements of Operations and Comprehensive Loss. Common stock warrants classified as equity at inception arerecorded to additional paid-in capital at fair value upon issuance.The warrants were recorded at fair value using the Black-Scholes option pricing model.The fair value of the previously outstanding convertible preferred stock warrants was remeasured as of each period end using a Black-Scholes option-pricingmodel with the following assumptions: February 5, 2014 Upon conversionRemaining contractual term (in years)5.9Expected volatility55%Risk-free interest rate1.8%Expected dividend rate0%These assumptions are subjective and the fair value of these warrants may have differed significantly had we used different assumptions. In February 2014,the common stock warrants were net exercised in connection with our IPO and the warrants to purchase preferred stock converted into warrants to purchasecommon stock.Derivative Liabilities Associated with the Medicis Settlement In October 2012, we entered into a settlement and termination agreement with Medicis. The terms of the settlement provided for the reacquisition of therights related to all territories of RT001 topical and RT002 injectable from Medicis and for consideration payable by us to Medicis of up to $25.0 million,comprised of (i) an upfront payment of $7.0 million, which was paid in 2012, (ii) a Proceeds Sharing Arrangement Payment of $14.0 million of which $6.9 millionwas paid in 2013 and the remaining $7.1 million was paid in 2014, and (iii) $4.0 million to be paid upon the achievement of regulatory approval of RT002injectable or RT001 topical, or Product Approval Payment.65Table of ContentsWe determined that the settlement provisions related to (ii) and (iii) above were derivative instruments that should be measured at fair value at the time ofsettlement and remeasured to fair value at each reporting period going forward. Accordingly, we recorded derivative liabilities on the balance sheet based on theirrespective fair values on the settlement date. These derivative liabilities will be reduced as the related payments are made under the settlement agreement. Theremaining liabilities will be subsequently remeasured to fair value as of each balance sheet date with the related remeasurement adjustments recognized in theConsolidated Statements of Operations and Comprehensive Loss.The fair value of the Product Approval Payment derivative was initially determined by estimating the timing and probability of the related approval andmultiplying the payment amount by this probability percentage then applying a discount factor. As of December 31, 2015, we determined the fair value of theliability for the Product Approval Payment was $1.4 million , which was measured by assuming a term of 3.5 years, a risk-free rate of 1.4% and a credit riskadjustment of 9.0% . As of December 31, 2016 , we determined the fair value of the liability for the Product Approval Payment was $2.0 million , which wasmeasured by assuming a term of 3.25 years, a risk-free rate of 1.5% and a credit risk adjustment of 9.0% . Our assumption for the expected term as ofDecember 31, 2016 is based on an expected Biologics License Application, or BLA, approval for RT002 in the first half of 2020, whereas our assumptions as ofDecember 31, 2015 were based on BLA approval for RT001 topical. The primary drivers of any fair value movements for the Product Approval Paymentderivative are the estimated probability of the related approval and the credit risk adjustment. If the probability estimate increases (decreases) and the credit riskadjustment decreases (increases), the fair value of the derivative will increase (decrease).We will record adjustments to the fair value of the derivative liabilities associated with the Medicis settlement until the Product Approval Payment has beenpaid. At that time, the Product Approval Payment derivative will be adjusted to fair value one last time immediately prior to settlement.Impairment of Long-Lived AssetsWe assess the impairment of long-lived assets, such as property and equipment subject to depreciation and amortization, when events or changes incircumstances indicate that their carrying amount may not be recoverable. Among the factors and circumstances we considered in determining recoverability are:(i) a significant adverse change in the extent to which, or manner in which, a long-lived asset is being used or in its physical condition; (ii) a significant adversechange in legal factors or in the business climate that could affect the value of a long-lived asset, including an adverse action or assessment by a regulator; (iii) anaccumulation of costs significantly in excess of the amount originally expected for the acquisition; (iv) current-period operating or cash flow loss combined with ahistory of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset; and (v) currentexpectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimate useful life.Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flowsexpected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amountby which the carrying amount of the asset exceeds the fair value of the asset.We constructed a fill/finish line for the future commercial manufacturing of RT001 topical and to support our clinical trials and regulatory licenseapplications. In June 2016, following the results of the REALISE 1 Phase 3 clinical trial, we discontinued our RT001 topical clinical development programs for thetreatment of crow’s feet and for the treatment of primary axillary hyperhidrosis. We performed an impairment analysis of the RT001 topical fill/finish line todetermine fair value based on highest and best use. Based on the analysis, we determined that the fair value of certain equipment, which was calculated using themarket approach, was lower than the carrying value. Accordingly, during the three months ended June 30, 2016, we recorded a loss on impairment of $1.9 million.During the three months ended December 31, 2016 , we identified an additional indicator of impairment for the RT001 topical fill/finish line and other fixedassets. We concluded that only certain equipment comprising the RT001 topical fill/finish line would be repurposed for commercial-scale manufacturing of RT002injectable. As a result, we determined fair value based on its highest and best use and that for certain components of the fill/finish line and other fixed assets, thecarrying value of the assets was not entirely recoverable and the fair value, which was calculated using the market or cost approach depending on the specific asset,was lower than the carrying value. Accordingly, we recorded a loss on impairment of $7.2 million and $9.1 million , during the three and twelve months endedDecember 31, 2016 , respectively. Nonetheless, it is reasonably possible that our estimate of the recoverability of the equipment's carrying value could change, andmay result in the need to write down the assets to fair value. As of December 31, 2016 , the fill/finish line and other fixed assets had net book values of $5.1million and $0.2 million , respectively.66Table of ContentsDuring the years ended December 31, 2015 and 2014 , there were no indicators of impairment and we did not record any impairment losses.Income TaxesWe are subject to income taxes in the United States, and we use estimates in determining our provision for income taxes. We use the asset and liabilitymethod of accounting for income taxes. Under this method, we calculate deferred tax asset or liability account balances at the balance sheet date using current taxlaws and rates in effect for the year in which the differences are expected to affect our taxable income.We estimate actual current tax exposure together with assessing temporary differences resulting from differences in accounting for reporting purposes andtax purposes for certain items, such as accruals and allowances not currently deductible for tax purposes. These temporary differences result in deferred tax assetsand liabilities, which are included in our Consolidated Balance Sheets. In general, deferred tax assets represent future tax benefits to be received when certainexpenses previously recognized in our Consolidated Statements of Operations and Comprehensive Loss become deductible expenses under applicable income taxlaws or when net operating loss or credit carryforwards are utilized. Accordingly, realization of our deferred tax assets is dependent on future taxable incomeagainst which these deductions, losses and credit carryforwards can be utilized.We must assess the likelihood that our deferred tax assets will be recovered from future taxable income, and to the extent we believe that recovery is notlikely, establish a valuation allowance.As of December 31, 2016 , we had net operating loss carryforwards available to reduce future taxable income, if any, for federal, California, and New Jerseyincome tax purposes of $387.7 million , $163.8 million , and $313.3 million , respectively. If not utilized, the federal net operating loss carryforward begin expiringin 2020, the California net operating loss carryforwards began expiring in 2010, and the New Jersey state net operating loss carryforwards begin expiring in 2030.We recognize excess tax benefits associated with the exercise of stock options directly to stockholders’ equity only when realized. The net operating loss relateddeferred tax assets do not include excess tax benefits from employee stock option exercises. As of December 31, 2016 , the net operating loss reported as a deferredtax asset does not include approximately $8.0 million attributable to excess stock option deductions.As of December 31, 2016 , we also had research and development credit carryforwards of $1.8 million and $5.5 million available to reduce future taxableincome, if any, for federal and California state income tax purposes, respectively. If not utilized, the federal credit carryforwards will begin expiring in 2023 andthe California credit carryforwards have no expiration date.In general, if we experience a greater than 50 percentage point aggregate change in ownership over a three-year period (a Section 382 ownership change),utilization of our pre-change NOL carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code (California and New Jerseyhave similar laws). The annual limitation generally is determined by multiplying the value of the Company’s stock at the time of such ownership change (subject tocertain adjustments) by the applicable long-term tax-exempt rate. Such limitations may result in expiration of a portion of the NOL carryforwards beforeutilization. We determined that an ownership change occurred on April 7, 2004, but that all carryforwards can be utilized prior to the expiration. The Company alsodetermined that an ownership change occurred in February 2014. As a result of the 2014 change, approximately $1.4 million of federal net operating losscarryforwards and $4.8 million of federal research and development, or R&D, credits are expected to expire unused. As of December 31, 2015, the Companyderecognized $1.4 million of federal net operating loss carryforwards and $4.8 million of federal R&D credits. Since the R&D credits for California carry overindefinitely, there was no change to the California R&D credits. The Company has reviewed its IRC Section 382 Limitation through December 31, 2016 and havenot identified any ownership changes resulting in a limitation. Our ability to use our remaining NOL carryforwards may be further limited if we experienced aSection 382 ownership change in connection with future offerings or as a result of future changes in its stock ownership.JOBS ActWe are an "emerging growth company," as defined in the JOBS Act and, for as long as we continue to be an "emerging growth company," we may choose totake advantage of exemptions from various reporting requirements applicable to other public companies but not to "emerging growth companies," including notbeing required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regardingexecutive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executivecompensation and shareholder approval of any golden parachute payments not previously approved.67Table of ContentsWe will remain an "emerging growth company" until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of our IPO,(b) in which we have total annual gross revenues of over $1.0 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value ofour common stock held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.Under the JOBS Act, emerging growth companies that become public can delay adopting new or revised accounting standards until such time as thosestandards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and,therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.Contractual ObligationsOur contractual commitments will have an impact on our future liquidity. The following table, which summarizes our contractual obligations as ofDecember 31, 2016 , represents material expected or contractually committed future obligations, with terms in excess of one year. We believe that we will be ableto fund these obligations through cash generated funding activities and from our existing cash balances. Payments Due by PeriodContractual Obligations:Total Year 1 Years 2 to 3 Years 4 to 5 More than5 Years (In thousands)Operating lease obligations (1)$43,326 $5,394 $11,341 $12,079 $14,512Other long-term liabilities reflected on our balance sheetunder GAAP (2)5,977 4,045 1,932 — —Total$49,303 $9,439 $13,273 $12,079 $14,512 (1)Operating lease agreements represent our obligations to make payments under non-cancelable lease agreements for our facilities.(2)Other long-term liabilities reflected on our balance sheet under GAAP represents our financing obligation to make lease payments and the purchase priceof the leased equipment under the Loan and Lease Agreement with Essex Capital.This table does not include any milestone or royalty payments, which may become payable to third parties under agreements, as the timing and likelihood ofsuch payments are not known.We are obligated to pay milestone and royalties to List Laboratories on future sales of botulinum toxin products.We also have one remaining future milestone payment of $4.0 million due and payable to Valeant Pharmaceuticals International, Inc. upon theachievement of regulatory approval for RT002 injectable or RT001 topical.In 2016, we entered into an asset purchase agreement with Botulinum Toxin Research Associates, Inc., or BTRX (the "BTRX Purchase Agreement") inwhich we agreed to pay up to an additional $16.0 million in aggregate upon the satisfaction of specified milestones relating to our sales revenue,intellectual property, and clinical and regulatory events. In exchange, the Company acquired all rights, title and interest in a portfolio of botulinum toxin-related patents and patent applications from BTRX and was granted the right of first negotiation and first refusal with respect to other botulinum toxin-related patents owned or controlled by BTRX.On April 11, 2016, we entered into an agreement with BioSentinel, Inc. to in-license their technology and expertise for research and development andmanufacturing purposes. In addition to minimum quarterly use fees, we are obligated to make a one-time future milestone payment of $0.3 millionpayable to BioSentinel, Inc. upon the achievement of regulatory approval.This table does not include a liability for unrecognized tax benefits related to various federal and state income tax matters of $1.8 million at December 31,2016 . The timing of the settlement of these amounts was not reasonably estimable at December 31, 2016 . We do not expect payment of amounts related to theunrecognized tax benefits within the next twelve months.68Table of ContentsOff-Balance Sheet ArrangementsAs of December 31, 2016 , we did not have any off-balance sheet arrangements or any relationships with any entities or financial partnerships, such asentities often referred to as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheetarrangements or other contractually narrow or limited purposes.Recent Accounting PronouncementsRefer to "Recent Accounting Pronouncements" in Note 2 to our Consolidated Financial Statements included elsewhere in this Form 10-K.69Table of ContentsITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKWe are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due toadverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates and interestrates. We do not hold or issue financial instruments for trading purposes.Interest Rate SensitivityOur exposure to market risk for changes in interest rates relates primarily to our cash, cash equivalents, and investments. We had cash, cash equivalents, andinvestments of $185.5 million and $254.1 million as of December 31, 2016 and 2015 , respectively. As of December 31, 2016 , our cash, cash equivalents, andinvestments were held in deposit, money market fund accounts, and U.S. government treasury and agency obligations. Our primary exposure to market risk isinterest income sensitivity, which is affected by changes in the general level of the interest rates in the United States. A hypothetical 10% movement in interestrates would not be expected to have a material impact on our Consolidated Financial Statements. We mitigate market risk for changes in interest rates by holdingour investments in U.S. treasury and government agency obligations to maturity.Foreign ExchangeOur operations are primarily conducted in the United States using the U.S. Dollar. However, we conduct limited operations in foreign countries, primarily forclinical and regulatory services, whereby settlement of our obligations are denominated in the local currency. Transactional exposure arises when transactionsoccur in currencies other than the U.S. Dollar. Transactions denominated in foreign currencies are recorded at the exchange rate prevailing at the date of thetransaction with the resulting liabilities being translated into the U.S. Dollar at exchange rates prevailing at the balance sheet date. The resulting gains and losses,which were insignificant for the years ended December 31, 2016 , 2015 and 2014 , are included in other expense in the Consolidated Statements of Operations andComprehensive Loss. We do not use currency forward exchange contracts to offset the related effect on the underlying transactions denominated in a foreigncurrency.70Table of ContentsITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAThe financial statements required by this item are set forth beginning on page F-3 of this Annual Report on this Form 10-K and are incorporated herein byreference.71Table of ContentsITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURENone.72Table of ContentsITEM 9A.CONTROLS AND PROCEDURES(a) Evaluation of Disclosure Controls and ProceduresWe are responsible for maintaining disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosurecontrols and procedures are controls and other procedures designed to ensure that the information required to be disclosed by us in the reports that we file or submitunder the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls andprocedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file orsubmit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer,as appropriate to allow timely decisions regarding required disclosure.Based on our management’s evaluation (with the participation of our principal executive officer and our principal financial officer) of our disclosure controlsand procedures as required by Rule 13a-15 under the Exchange Act, our principal executive officer and our principal financial officer have concluded that ourdisclosure controls and procedures were effective to achieve their stated purpose as of December 31, 2016 , the end of the period covered by this report.(b) Management’s Report on Internal Control Over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f)and 15d-15(f) of the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles, or GAAP.Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of ourmanagement and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of ourassets that could have a material effect on our financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted anevaluation of the effectiveness of our internal control over financial reporting as of December 31, 2016 based on the criteria established in Internal Control -Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. Based on our evaluation under the criteriaset forth in Internal Control - Integrated Framework issued by the COSO, our management concluded our internal control over financial reporting was effective asof December 31, 2016 .(c) Changes in Internal Control over Financial ReportingThere were no changes in our internal control over financial reporting during the year ended December 31, 2016 that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.73Table of ContentsITEM 9B.OTHER INFORMATIONDevelopment, Manufacturing and Supply AgreementOn February 27, 2017, the Company notified Duoject Medical Systems Inc. ("Duoject") that it would not extend the current term of the Development,Manufacturing and Supply Agreement by and between the Company and Duoject, dated as of April 30, 2010 (as amended, the “DMSA”). As a result, the DMSAwill be terminated as of April 30, 2017. Under the DMSA, Duoject provided to the Company development work and manufacture and supply services relating tothe applicator for delivering RT001 topical. Following a thorough assessment of the payment and other terms of the DMSA, the Company determined that it wasin the best interest of the Company and its stockholders to terminate the DMSA. There are no payment penalties associated with the termination of the DMSA.74Table of ContentsPART III ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEBoard of DirectorsOur board of directors currently consists of eight members. In accordance with our amended and restated certificate of incorporation, our board of directorsis divided into three classes with staggered three-year terms. At each annual general meeting of stockholders, the successors to directors whose terms then expirewill be elected to serve from the time of election and qualification until the third annual meeting following election. The term of Class I directors will expire at theannual meeting of stockholders to be held in 2018; the term of Class II directors will expire at the annual meeting of stockholders to be held in 2019; and the termof Class III directors will expire at the annual meeting of stockholders to be held in 2017.Our amended and restated certificate of incorporation and amended and restated bylaws provide that the authorized number of directors may be changed onlyby resolution approved by a majority of our board of directors. Any additional directorships resulting from an increase in the number of directors will be distributedamong the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our board of directors into three classeswith staggered three-year terms may delay or prevent a change of our management or a change in control.The following is a brief biography of each member of our board of directors, as of December 31, 2016, with each biography including information regardingthe experiences, qualifications, attributes or skills that caused our board of directors to determine that each member of our board of directors should serve as adirector as of the date of this Form 10-K.Class I DirectorsAngus C. Russell , age 61, has served as a director and Chairman of the Board of our company since March 2014. Mr. Russell was Chief Executive Officer ofShire plc, or Shire, a biopharmaceutical company, from June 2008 until April 2013, and as a member of its board of directors from 1999 until 2013. FromDecember 1999 to June 2008, Mr. Russell served as Chief Financial Officer of Shire. Prior to joining Shire, Mr. Russell served at AstraZeneca plc, apharmaceutical and biologics company, most recently as VP of Corporate Finance. Mr. Russell is a former Non-Executive Director of the City of LondonInvestment Trust plc. Mr. Russell is a Chartered Accountant and is a Fellow of the Association of Corporate Treasurers. Mr. Russell has served on the Board ofDirectors at Mallinckrodt plc, a pharmaceuticals company, since August 2014, BioTime, Inc., a biotechnology company, since December 2014 andTherapeuticsMD, Inc., a pharmaceutical company, since March 2015. Our board of directors believes that Mr. Russell’s financial expertise, experience at multiplepublic pharmaceutical companies and his expertise in the development and commercialization of specialty pharmaceutical products make him qualified to serve onour board of directors.Phyllis Gardner, M.D. , age 65, has served as a director of our company since December 2006. Dr. Gardner has spent over 35 years in academia, medicineand industry. She served at Essex Woodlands, a growth equity firm that focuses on the healthcare industry, from June 1999 to 2014, in various capacities includingas an adjunct Partner. Dr. Gardner has served on the board of directors of several public and private companies. She began her academic medical career at StanfordUniversity, where she has held several positions including Senior Associate Dean for Education and Student Affairs and remains today as Professor of Medicine.From 1994 to 1996, she took a leave of absence from Stanford University to serve as Principal Scientist, Vice President of Research and Head of ALZATechnology Institute, a major drug delivery company. Dr. Gardner holds a B.S. from the University of Illinois and an M.D. from Harvard University. Our board ofdirectors believes that Dr. Gardner’s medical, healthcare and private equity experience, operating experience and significant experience serving as a director of ourcompany and other healthcare companies make her qualified to serve on our board of directors.Julian S. Gangolli , age 59, has served as a director since July 2016. He is President, North America of GW Pharmaceuticals Inc., spearheading the buildoutof the company’s U.S. commercial infrastructure in advance of the potential launch of its lead therapeutic candidate, Epidiolex® (cannabidiol or CBD), which is inlate-stage development for a number of child-onset epilepsy syndromes. Mr. Gangolli is also a director of GW Pharmaceuticals PLC. Prior to joining GW Pharma,Mr. Gangolli served as President of the North American Pharmaceutical division of Allergan Inc. for 11 years. Prior to that, he served as Senior Vice President,U.S. Eye Care at Allergan. Prior to Allergan, Mr. Gangolli served in sales and marketing positions at VIVUS, Inc., Syntex Pharmaceuticals, Inc., and Ortho-CilagPharmaceuticals Ltd in the United Kingdom. Our board of directors believes that Mr. Gangolli’s operating experience in the biopharmaceutical industry,experience at multiple public pharmaceutical companies and his expertise in the development and commercialization of specialty pharmaceutical products makehim qualified to serve on our Board of Directors.75Table of ContentsClass II DirectorsRonald W. Eastman , age 64, has served as a director of our company since December 2009. He has been a managing director at Essex Woodlands, a growthequity firm that focuses on the healthcare industry since October 2006. From 2002 to 2006, Mr. Eastman was the Chief Executive Officer of Rinat NeuroscienceCorporation, a biotech company spun out of Genentech, Inc. Mr. Eastman currently serves on the boards of directors of Corium International, Inc., a biotechnologycompany, as well as on several privately held life sciences companies. Mr. Eastman holds a B.A. from Williams College and an M.B.A. from Columbia University.In addition, through his service as a director on numerous corporate boards, Mr. Eastman has extensive and valuable corporate governance, board oversight andtransactional experience. Our board of directors believes that such experience allows Mr. Eastman to make valuable contributions to our board of directors.Mark A. Prygocki , age 50, has served as a director and Chairman of the Audit Committee of our company since May 2014. Mr. Prygocki worked at MedicisPharmaceutical Corporation, or Medicis, a biopharmaceutical company, for more than 20 years and served as President from July 2010 to December 2012. Prior tothat, Mr. Prygocki held several senior-level positions at Medicis, including Chief Operating Officer, Executive Vice President, and Chief Financial Officer andTreasurer. Mr. Prygocki’s previous experience includes work at Citigroup, an investment banking firm, in the regulatory reporting division. Prior to that, Mr.Prygocki spent several years in the audit department of Ernst & Young, LLP. Mr. Prygocki currently serves on the Board of Directors of Clarus Therapeutics, Inc.as well as Chairman of its audit committee. He is certified by the Arizona State Board of Accountancy and the New York Society of CPAs. Mr. Prygocki serves onthe board of Whispering Hope Ranch Foundation, a non-profit organization that assists children with special needs. Mr. Prygocki holds a B.S. in accounting fromPace University. Our board of directors believes that Mr. Prygocki’s operating experience and financial expertise in the biopharmaceutical industry, combined withhis prior financial and board positions, make him qualified to serve on our board of directors.Class III DirectorsL. Daniel Browne , age 55, is one of our co-founders and has served as our President and Chief Executive Officer and a member of our board of directorssince we commenced operations in 2002. Mr. Browne served as President and Chief Executive Officer of Neomend, Inc., a medical technology and biomaterialscompany, from 2001 to 2003. From 1997 through 2000, Mr. Browne served as President of Prograft Medical Inc., a medical technology company. Previously,Mr. Browne served for more than 16 years in leadership positions in product development, sales and marketing and business development in the Gore MedicalProducts Division of W.L. Gore & Associates, Inc., a global technology company, lastly as Business Leader in the Medical Products Division. Mr. Browne holds aB.S. from the University of Hawaii in Cell and Molecular Biology and an M.B.A. from Pepperdine University. Our board of directors believes that Mr. Browne isqualified to serve on our board of directors based on such experience and leadership roles, and his management perspective of the company, including our strategicopportunities and challenges and his track record of new product development, sales and marketing and value creation, each of which relates to our commercialopportunities.Robert Byrnes , age 72, has served as a director of our company since August 2004. Mr. Byrnes has spent over forty years in the medical device andbiotechnology industries. From October 1997 until October 2002, and from January 2005 to the present, Mr. Byrnes has served as the President and ChiefExecutive Officer of Roan Advisors, Inc., an advisory service for healthcare organizations. From November 2002 to January 2005, he served as the President andChief Executive Officer of Thermage, Inc., a medical device company focused on non-invasive tissue tightening. Mr. Byrnes has also served as Chairman andChief Executive Officer of Tokos Medical Corporation, a healthcare services company, President of Caremark, Inc., a home healthcare service company, and VicePresident of Marketing and Business Development for Genentech, Inc., a biotechnology company. Mr. Byrnes holds a B.S. in Pharmacy from Ferris StateUniversity and an M.B.A degree in Marketing and Finance from Loyola University, Chicago. Our board of directors believes that Mr. Byrnes’s operatingexperience in the medical device and biotechnology industries, combined with his prior board positions, make him qualified to serve on our board of directors.Philip J. Vickers, Ph.D. , age 56, has served as a director of our company since February 2015. Dr. Vickers has over 25 years in the pharmaceutical industryexperience. Since 2011, he has been serving as Global Head of Research and Development at Shire where he is responsible for overseeing preclinical research anddevelopment, clinical research, regulatory affairs, and medical affairs. He oversees the organization’s growing product portfolio and plays a key role in developingand executing Shire’s global business strategy. Dr. Vickers is a member of Shire’s Executive and Pipeline Committees. Prior to Shire, he was Chief ScientificOfficer and President at Resolvyx Pharmaceuticals, or Resolvyx, a biopharmaceutical company, from 2009 and 2011 where he was a member of the board ofdirectors, with accountability for all preclinical and clinical research, as well as partnering with investors, external business development partners, and establishingexternal collaborations. Prior to Resolvyx, he served in various capacities with international biopharmaceutical companies including Boehringer-IngelheimPharmaceuticals Inc., Pfizer and Merck Frosst Centre. Dr. Vickers holds a Ph.D. in Biochemistry from the University of76Table of ContentsToronto, and a Bachelor of Science degree in Applied Biochemistry from the University of Salford, Manchester. He was also a Visiting Fellow at the NationalCancer Institute in Bethesda, Maryland. Our board of directors believes that Dr. Vickers' experience at multiple pharmaceutical companies and his expertise in thedevelopment and commercialization of pharmaceutical products make him qualified to serve on our board of directors.Executive OfficersThe following table sets forth information concerning our executive officers as of December 31, 2016: NameAgePosition(s)Executive Officers L. Daniel Browne55President, Chief Executive Officer and DirectorAbhay Joshi, Ph.D.54Chief Operating OfficerLauren P. Silvernail58Chief Financial Officer and Chief Business OfficerL. Daniel Browne . Mr. Browne’s biography is included above under the section titled “Board of Directors — Class III Directors.”Abhay Joshi , Ph.D. has served our Chief Operating Officer since December 2015. Dr. Joshi brings over twenty-five years of global experience as apharmaceutical and biotechnology executive. From March of 2007 to December 2015, Dr. Joshi served as the President and Chief Executive Officer of AlvinePharmaceuticals, Inc., a pharmaceutical company developing therapeutic products for the treatment of autoimmune and inflammatory diseases, where he wasresponsible for overseeing all aspects of the company's business. Prior to Alvine Pharmaceuticals, he served as an Executive Vice President, Chief TechnicalOfficer and member of the Executive Committee at CoTherix, Inc., which was acquired by Actelion Ltd in 2007. Prior to CoTherix, Dr. Joshi was the VicePresident of Global Technical Operations, Specialty Pharmaceuticals at Allergan, Inc., where he was responsible for the company’s global biologics manufacturingoperations for BOTOX® and its Latin America and Asia Pacific pharmaceutical operations, and held a series of senior management positions. Dr. Joshi currentlyserves on the board of directors of Genyous Biomed International and Sira Pharmaceuticals, Inc. Dr. Joshi received his BTech in Chemical Engineering from theIndian Institute of Technology, New Delhi, an MSE and a Ph.D. in Chemical Engineering from the University of Michigan, Ann Arbor, and an MBA from theUniversity of California, Irvine.Lauren P. Silvernail has served as our Chief Financial Officer and Chief Business Officer since December 2015 and Chief Financial Officer and ExecutiveVice President, Corporate Development from March 2013 to December 2015. From 2003 to 2012, Mrs. Silvernail was Chief Financial Officer and Vice Presidentof Corporate Development at ISTA Pharmaceuticals, Inc., a pharmaceutical research and development company. During her tenure at ISTA, revenues grew tomore than $160 million and headcount increased to more than 340 employees by the time ISTA was purchased by Bausch & Lomb in June 2012. From 1995 to2003, Mrs. Silvernail served in various operating and corporate development positions with Allergan, Inc., a pharmaceutical company, including Vice President,Business Development. Prior to joining Allergan, Inc., Mrs. Silvernail worked at Glenwood Ventures, an investment firm, as a General Partner. Mrs. Silvernailholds a B.A. in Biophysics from the University of California, Berkeley and an M.B.A. from the Anderson Graduate School of Management at the University ofCalifornia, Los Angeles.Governance and Board CompositionBoard Committees . Our board of directors has an audit committee, a compensation committee, a nominating and corporate governance committee and ascience and technology committee. Our board of directors may establish other committees to facilitate the management of our business. Members serve on thesecommittees until their resignation or until otherwise determined by our board of directors.Audit Committee . Our audit committee currently consists of Mr. Byrnes, Mr. Prygocki, and Mr. Gangolli. Our board of directors has determined that allcurrent members of our audit committee satisfy the independence requirements under the NASDAQ listing rules and Rule 10A-3(b)(1) of the Exchange Act. Eachmember of the audit committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and NASDAQ. The chair of ouraudit committee is Mark A. Prygocki, Sr. Our board of directors has determined that each of Messrs. Byrnes and Prygocki is an “audit committee financial expert”within the meaning of the SEC regulations. Our board of directors has determined that the composition of our audit committee meets the criteria for independenceunder, and the functioning of our audit committee complies with, the applicable requirements of the Sarbanes-Oxley Act, applicable requirements of the NASDAQlisting rules77Table of Contentsand SEC rules and regulations. We intend to continue to evaluate the requirements applicable to us and comply with future requirements to the extent that theybecome applicable to our audit committee. The principal duties and responsibilities of our audit committee include: •appointing and retaining an independent registered public accounting firm to serve as independent auditor to audit our Consolidated FinancialStatements, overseeing the independent auditor’s work and determining the independent auditor’s compensation;•approving in advance all audit services and non-audit services to be provided to us by our independent auditor;•establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls,auditing or compliance matters, as well as for the confidential, anonymous submission by our employees of concerns regarding questionableaccounting or auditing matters;•reviewing and discussing with management and our independent auditor the results of the annual audit and the independent auditor’s review of ourquarterly Consolidated Financial Statements; and•conferring with management and our independent auditor about the scope, adequacy and effectiveness of our internal accounting controls, theobjectivity of our financial reporting and our accounting policies and practices.Director Nominations. The nominating and corporate governance committee of the board of directors, to date, has not adopted a formal policy with regard tothe consideration of director candidates recommended by stockholders and will consider director candidates recommended by stockholders on a case-by-case basis,as appropriate. Stockholders wishing to recommend individuals for consideration by the nominating and corporate governance committee may do so by deliveringa written recommendation to our Secretary at 7555 Gateway Boulevard, Newark, California 94560 and providing the candidate’s name, biographical data andqualifications and a document indicating the candidate’s willingness to serve if elected. The nominating and corporate governance committee does not intend toalter the manner in which it evaluates candidates based on whether the candidate was recommended by a stockholder or not. To date, the nominating and corporategovernance committee has not received any such nominations nor has it rejected a director nominee from a stockholder or stockholders holding more than 5% ofour voting stock.Code of Business Conduct . Our board of directors adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers, includingour principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions and agents andrepresentatives, including directors and consultants. The full text of our Code of Business Conduct and Ethics is posted on our website at www.revance.com. Weintend to disclose future amendments to certain provisions of our Code of Business Conduct and Ethics, or waivers of such provisions applicable to any principalexecutive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and our directors, on our websiteidentified above.Section 16(a) Beneficial Ownership Reporting ComplianceSection 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our directors and executive officers, and persons who ownmore than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of commonstock and other equity securities of our company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us withcopies of all Section 16(a) forms they file.To the best of our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports wererequired, during the fiscal year ended December 31, 2016, all of our officers, directors and greater than ten percent beneficial owners complied with allSection 16(a) filing requirements applicable to them.78Table of ContentsITEM 11.EXECUTIVE COMPENSATIONOur named executive officers, or NEOs, consisting of our principal executive officer and the next two most highly compensated executive officers during2016, are: •L. Daniel Browne, President and Chief Executive Officer;•Lauren P. Silvernail, Chief Financial Officer and Chief Business Officer; and•Abhay Joshi, Ph.D., Chief Operating Officer.Summary Compensation TableThe following table sets forth all of the compensation awarded to, earned by or paid to our NEOs during 2016 and 2015. Name and Principal PositionYearSalary($) Bonus($) Stock AwardsOptionAwards($) (2)Nonequity IncentivePlan Compensation(1)All OtherCompensation($) Total($)L. Daniel Browne2016$510,000 $— $428,000$1,689,835$273,488$— $2,901,323President and Chief Executive Officer2015$482,000 $— $706,005$2,309,582$278,355$— $3,775,942Lauren P. Silvernail2016$430,000 $— $203,200$689,334$157,219$64,643(4) $1,544,396Chief Financial Officer andChief Business Officer2015$362,505 $— $118,317$387,054$150,780$67,392(4) $1,086,048Abhay Joshi, Ph.D.2016$440,000 $200,000 $606,600$—$160,875$— $1,407,475Chief Operating Officer2015$21,718(3) $— $1,248,500$4,340,387$—$— $5,610,605 (1)Amounts shown in this column represent cash bonus awards granted to our NEOs under our annual incentive plan. Such bonuses are tied to achievementagainst clinical and financial goals that are set in the first quarter of the applicable fiscal year, with payouts determined after the close of the year andprimarily based on our level of achievement against those goals. (2)The dollar amounts in this column represent the aggregate grant date fair value of all option awards granted during the indicated year. These amountshave been calculated in accordance with FASB ASC Topic 718, or ASC 718, using the Black-Scholes option-pricing model and excluding the effect ofestimated forfeitures. For a discussion of valuation assumptions, see Note 17 to our financial statements and the discussion under “Management’sDiscussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates — Stock-Based Compensation”included elsewhere in this Form 10-K. These amounts do not necessarily correspond to the actual value that may be recognized from the option awards bythe NEOs.(3)Dr. Joshi's annual base salary for 2015 was $440,000. The amount shown reflects the salary earned from his date of hire on December 14, 2015 throughDecember 31, 2015.(4)Represents taxable fringe benefits for housing and travel.Outstanding Equity Awards at December 31, 2016The following table provides information regarding outstanding equity awards held by each of our NEOs as of December 31, 2016. 79Table of Contents Option AwardsStock Awards Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable OptionExercisePrice ($)OptionExpirationDateNumber ofShares thatHave NotVested Market Value ofShares That HaveNot VestedL. Daniel Browne20,000 — $2.554/29/2018— — 24,621 — $2.557/20/2020— — 267,630(1)31,120 $8.705/26/2023— — 74,687(2)24,896 $9.1512/16/2023— — 191,037(3)104,763 $32.225/18/2024— — 118,114(4)128,386 $16.231/27/2025— — 36,458(13)138,542 $17.122/8/2026— — — — $——32,000(5)$662,400 — — $——29,000(6)$600,300 — — $——25,000(14)517,500Lauren P. Silvernail90,349(7)6,024 $8.705/23/2023— — 27,770(3)15,230 $32.225/18/2024— — 19,794(4)21,516 $16.231/27/2025— — 12,500(10)47,500 $20.322/1/2026— — — — $——4,667(5)$96,607 — — $——4,860(6)$100,602 — — $——10,000(11)$207,000Abhay Joshi, Ph.D.666 — $4.204/28/2019— — 666 — $2.554/29/2018— — 51,562 154,688(8)$36.3212/13/2025— — — — $——25,781(9)$533,667 — — $——36,000(12)$745,200(1)This option was granted on May 27, 2013. The shares subject to the stock option vest over a four year period, with one-forty-eighth of the shares vestingeach month, subject to providing continued service to us through each vesting date.(2)This option was granted on December 17, 2013. The shares subject to the stock option vest over a four year period, with one-forty-eighth of the sharesvesting each month, subject to providing continued service to us through each vesting date.(3)This option was granted on May 19, 2014. The shares subject to the stock option vest over a four year period, with one-forty-eighth of the shares vestingeach month, subject to providing continued service to us through each vesting date.(4)This option was granted on January 28, 2015. The shares subject to the stock option vest over a four year period, with one-forty-eighth of the sharesvesting each month, subject to providing continued service to us through each vesting date.(5)This restricted stock award was granted on May 19, 2014. The shares subject to the stock award vest over a three year period, with one-third of the sharesvesting each year, subject to providing continued service to us through each vesting date.(6)This restricted stock award was granted on January 28, 2015. The shares subject to the stock award vest over a three year period, with one-third of theshares vesting each year, subject to providing continued service to us through each vesting date.(7)This option was granted on May 24, 2013. The shares subject to the stock option vest over a four year period, with 25% vesting on March 18, 2014 andthe balance vesting each month over the remaining three-year period, subject to providing continued service to us through each vesting date.(8)This option was granted on December 14, 2015. The shares subject to the stock option vest over a four year period, with 25% vesting on December 14,2016 and the balance vesting each month over the remaining three-year period, subject to providing continued service to us through each vesting date.80Table of Contents(9)This restricted stock award was granted on December 14, 2015. The shares subject to the stock award vest over a four year period, with one-fourth of theshares vesting each year, subject to providing continued service to us through each vesting date.(10)This option was granted on February 2, 2016. The shares subject to the stock option vest over a four year period, with one-forty-eighth of the sharesvesting each month, subject to providing continued service to us through each vesting date.(11)This restricted stock award was granted on February 2, 2016. The shares subject to the stock award vest over a three year period, with one-third of theshares vesting each year, subject to providing continued service to us through each vesting date.(12)This restricted stock award was granted on December 15, 2016. The shares subject to the stock award vest over a three year period, with one-third of theshares vesting each year, subject to providing continued service to us through each vesting date.(13)This option was granted on February 9, 2016. The shares subject to the stock option vest over a four year period, with one-forty-eighth of the sharesvesting each month, subject to providing continued service to us through each vesting date.(14)This restricted stock award was granted on February 9, 2016. The shares subject to the stock award vest over a three year period, with one-third of theshares vesting each year, subject to providing continued service to us through each vesting date.Executive Employment ArrangementsWe have entered into employment agreements with each of our named executive officers; these agreements have no specific term of employment andprovide for at-will employment. Each employment agreement provides the NEO with an annual base salary and target bonus opportunity, eligibility for employeebenefits offered to our other employees, as well as eligibility under our Executive Severance Plan, described below. The target annual bonus opportunity(expressed as a percentage of base salary) for Mr. Browne was 66% for 2016 and 2017; for Ms. Silvernail, was 45% for 2016 and 2017; and for Dr. Joshi, was 45%for 2016 and 2017.Severance and Change of Control BenefitsEach of our NEOs is eligible for our Executive Severance Plan, which provides severance benefits in the event of certain qualifying terminations ofemployment, subject to the executive’s execution of a waiver and release of claims in favor of the company.Under the Severance Plan, upon an involuntary termination of a participant other than for cause, and where such termination is not within 12 monthsfollowing a change of control, the benefits provided under the Severance Plan consist of: (i) salary continuation payments for 15 months in the case of our chiefexecutive officer, and for nine months in the case of the other NEOs; and (ii) payment by us of COBRA premiums for the participant and his eligible dependentsfor a period of up to 15 months in the case of our chief executive officer, and up to nine months in the case of the other NEOs.For a period of 12 months following a change in control, if we involuntarily terminate a participant for any reason other than cause, or the participant resignsfor “good reason” (each as defined in the Severance Plan), then the benefits provided by the Severance Plan will consist of: (i) a lump sum payment equal to thesum of the participant’s monthly base salary and monthly annual target bonus, multiplied by 21 in the case of our chief executive officer, and by 12 in the case ofthe other NEOs; (ii) payment of COBRA premiums for the named executive officer and his eligible dependents for a period of up to 21 months in the case of ourchief executive officer, and up to 12 months in the case of the other NEOs; and (iii) accelerated vesting of all unvested stock options then held by the NEO.Under the Severance Plan, a “change of control” is defined the same way it is under our 2014 Equity Incentive Plan.If any of the benefits provided under the Severance Plan would constitute a “parachute payment” within the meaning of Section 280G of the InternalRevenue Code of 1986, as amended, or the Code, such that the payments would become subject to the excise tax imposed by Section 4999 of the Code, then thepayments will either be paid in full to the participant, or reduced so that a smaller amount or no portion of such benefits will be subject to the excise tax, whicheverprovides the greater after-tax benefit to the participant.Employee Benefit Plans81Table of Contents401(k) PlanWe sponsor a 401(k) retirement plan in which our named executive officers participate on the same basis as our other U.S. employees. No matching or othercompany contributions were made under this plan during the year ended December 31, 2016 .Pension BenefitsWe do not maintain a defined benefit pension plan for any of our employees.Nonqualified Deferred CompensationWe do not maintain a plan providing nonqualified deferred compensation for any of our employees.2016 Director Compensation TableThe compensation provided to our non-employee directors in 2016 is enumerated in the table below. Mr. Browne, who is also one of our employees, did notand will not receive any compensation for his services as a director.The following table sets forth a summary of the compensation received during the year ended December 31, 2016 : NameFees Earned ($)StockOptions($)* Total ($)Robert Byrnes63,75073,458(1)137,208Ronald W. Eastman44,00073,458(2)117,458Julian S. Gangolli (5)23,500140,238(3)163,738Phyllis Gardner, M.D.49,50073,458(4)122,958James Glasheen (9)11,75073,45885,208Mark A. Prygocki59,50073,458(6)132,958Angus C. Russell82,00073,458(7)155,458Philip Vickers51,75073,458(8)125,208Ronald Wooten (10)14,298—14,298Jonathan Tunnicliffe (11)14,779—14,779 *The dollar amounts in this column represent the grant date fair value of the stock option award. These amounts have been calculated in accordance withASC 718 using the Black-Scholes option-pricing model and excluding the effect of estimated forfeitures. For a discussion of valuation assumptions, seeNote 16 to our financial statements and the discussion under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results ofOperations — Critical Accounting Policies and Estimates — Stock-Based Compensation” included elsewhere in this Form 10-K. These amounts do notnecessarily correspond to the actual value that may be recognized from the option awards by the applicable directors.(1)As of December 31, 2016, Mr. Byrnes had options to purchase 47,333 shares of our common stock.(2)As of December 31, 2016, Mr. Eastman had options to purchase 24,000 shares of our common stock.(3)As of December 31, 2016, Mr. Gangolli had options to purchase 18,000 shares of our common stock.(4)As of December 31, 2016, Dr. Gardner had options to purchase 29,333 shares of our common stock.(5)Mr. Gangolli joined our Board effective July 1, 2016.(6)As of December 31, 2016, Mr. Prygocki had options to purchase 34,000 shares of our common stock.(7)As of December 31, 2016, Mr. Russell had options to purchase 34,000 shares of our common stock.(8)As of December 31, 2016, Dr. Vickers had options to purchase 34,000 shares of our common stock.(9)Dr. Glasheen resigned from our Board effective July 1, 2016.(10)Mr. Wooten did not stand for re-election to our Board at the annual shareholder meeting effective May 5, 2016.(11)Mr. Tunnicliffe did not stand for re-election to our Board at the annual shareholder meeting effective May 5, 2016.Non-employee Director Compensation82Table of ContentsIn December 2013, our board of directors approved a non-employee director compensation policy that became effective upon the completion of our IPO,which was subsequently amended effective as of July 30, 2015, January 1, 2016 and February 16, 2017.Under this policy, we pay each of our non-employee directors a cash retainer for service on the board of directors and for service on each committee onwhich the director is a member. The chairman of each committee receives a higher retainer for such service. These retainers are payable in arrears in four equalquarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director isnot serving on our board of directors. The retainers paid to non-employee directors for service on the board of directors and for service on each committee of theboard of directors on which the director is a member are as follows: MemberAnnual ServiceRetainer Chairman AdditionalAnnual ServiceRetainerBoard of Directors$39,500 $34,500Audit Committee7,500 12,500Compensation Committee5,000 7,250Nominating and Corporate Governance Committee4,500 3,500Science & Technology Committee5,000 7,250In addition, on the date of each annual meeting of stockholders held, each non-employee director that continues to serve as a non-employee member on ourboard of directors will receive an option to purchase 6,000 shares of our common stock and 3,000 shares of restricted stock. The exercise price of these options willequal the fair market value of our common stock on the date of grant, and these options will vest on the one-year anniversary of the grant date, subject to thedirector’s continued service as a director. This policy is intended to provide a total compensation package that enables us to attract and retain qualified andexperienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.Directors have been and will continue to be reimbursed for expenses directly related to their activities as directors, including attendance at board andcommittee meetings. Directors are also entitled to the protection provided by their indemnification agreements and the indemnification provisions in our certificateof incorporation and bylaws.Compensation Committee Interlocks and Insider ParticipationDuring the fiscal year ended December 31, 2016 , Mr. Byrnes and Dr. Gardner served on the compensation committee, with Mr. Byrnes serving as its chair.Neither Mr. Byrnes nor Dr. Gardner are currently nor have been at any time one of our employees. None of our executive officers currently serves, or has servedduring the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member ofour board of directors or compensation committee.83Table of ContentsITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERSEquity Compensation Plan InformationThe following table provides certain information with respect to our equity compensation plans in effect as of December 31, 2016 . Plan CategoryNumber of securities to beissued upon exerciseof outstanding options,warrants and rights(a) Weighted-average exerciseprice of outstanding options,warrants and rights(b) (3) Number of securitiesremaining availablefor issuance underequity compensation plans(excludingsecurities reflected in column (a))(c)Equity compensation plans approved by securityholders: (1)2,452,396 $17.92 1,347,972Equity compensation plans not approved bysecurity holders: (2)338,250 29.43 417,087Total2,790,646 $19.31 1,765,059 (1)Includes securities issuable under the 2002 Equity Incentive Plan, the 2012 Equity Incentive Plan, the 2014 Equity Incentive Plan, or the 2014 plan, andthe 2014 Employee Stock Purchase Plan, or the 2014 ESPP.(2)Includes securities issuable under the 2014 Inducement Plan adopted exclusively for grants of awards to individuals that were not previously ouremployees or directors, as an inducement material to the individual’s entry into employment with us within the meaning of Rule 5635(c)(4) of theNASDAQ Listing Rules. (3)The weighted average exercise price excludes restricted stock awards, which have no exercise price.(4)Includes (i) 689,492 shares of common stock available for issuance under our 2014 plan and (ii) 658,480 shares of common stock available for issuanceunder our 2014 ESPP. The number of shares of our common stock reserved for issuance under the 2014 plan automatically increases on January 1st ofeach year, starting on January 1, 2015 and continuing through January 1, 2024, by 4% of the total number of shares of our common stock outstanding onDecember 31 of the preceding calendar year, or such lesser number of shares of common stock as determined by our Board of Directors. The maximumnumber of shares that may be issued pursuant to the exercise of incentive stock options under the 2014 plan is 2,000,000 shares. The number of shares ofour common stock reserved under the 2014 ESPP for issuance automatically increases on January 1st each year, starting January 1, 2015 and continuingthrough January 1, 2024, in an amount equal to the lower of (i) 1% of the total number of shares of our common stock outstanding on December 31 of thepreceding calendar year, and (ii) 300,000 shares of common stock, or such lesser number of shares of common stock as determined by our Board ofDirectors. If a purchase right granted under our 2014 ESPP terminates without having been exercised, the shares of our common stock not purchasedunder such purchase right will be available for issuance under our 2014 ESPP.Security Ownership of Certain Beneficial Owners and ManagementThe following table sets forth certain information regarding the ownership of our common stock as of December 31, 2016 by: (i) each director; (ii) eachnamed executive officer; (iii) all of our executive officers and directors as a group; and (iv) all those known by us to be beneficial owners of more than five percentof our common stock. We are aware that one or more institutional investors purchased a number of shares of our common stock in amounts representing in excessof five percent of our common stock as of December 31, 2016, and as a result, one or more of such institutional investors may continue to beneficially own inexcess of five percent of our common stock as of December 31, 2016. However, as of the date of this Form 10-K, other than as disclosed below, we are not awareof any filings made with the SEC with respect to the beneficial ownership of our common stock by such institutional investors and we were otherwise unable toverify the beneficial ownership of our common stock by any such institutional investor as of the date of this Form 10-K.Beneficial ownership is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or sharedvoting or investment power. Shares of common stock issuable under options or warrants that are exercisable within 60 days after December 31, 2016, are deemedbeneficially owned and such shares are used in computing the percentage ownership of the person holding the options or warrants but are not deemed outstandingfor the purpose of84Table of Contentscomputing the percentage ownership of any other person. The percentage of beneficial ownership is based on 28,648,954 shares of our common stock outstandingas of December 31, 2016.The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose and the inclusion of any shares inthe table does not constitute an admission of beneficial ownership of those shares.Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and dispositive power with respect to their shares ofcommon stock, except to the extent authority is shared by spouses under community property laws. Unless otherwise indicated below, the address of eachbeneficial owner listed in the table below is c/o Revance Therapeutics, Inc., 7555 Gateway Blvd., Newark, CA 94560. Beneficial OwnershipName of Beneficial OwnerNumber ofSharesPercentageof TotalNamed Executive Officers and Directors: L. Daniel Browne (1)976,0653.32%Abhay Joshi (2)129,299*Lauren P. Silvernail (3)191,131*Robert Byrnes (4)52,998*Ronald W. Eastman (5)4,608,04716.08%Phyllis Gardner, M.D. (6)21,333*Mark A. Prygocki (7)26,000*Angus C. Russell (8)26,000*Philip J. Vickers, Ph.D. (9)26,000*Julian S. Gangolli——Directors and officers as a group (total of 10 persons) (11)6,056,87320.32%Greater than 5% Stockholders: Entities affiliated with Essex VIII (5)4,592,04716.03%Entities affiliated with NovaQuest (10)3,096,65010.81%Entities affiliated with Franklin Resources, Inc. (12)3,280,58411.45%Entities affiliated with JPMorgan Chase & Co. (13)3,423,08811.95%Entities affiliated with The Bank of New York Mellon Corporation (14)1,941,7306.78%Entities affiliated with BlackRock, Inc. (15)2,012,8527.03%Entities affiliated with Arrowpoint Asset Management, LLC (16)2,018,7297.05%Entities affiliated with Wellington Management Group LLP (17)2,149,6787.50% * Represents beneficial ownership of less than 1% of the outstanding common stock(1)Consists of 196,627 shares of common stock and 779,029 shares of common stock underlying options that are vested and exercisable within 60 days ofDecember 31, 2016 and 409 shares of common stock held by the Dan and Brenda Browne Living Trust. Mr. Browne is a Trustee of the Dan and BrendaBrowne Living Trust.(2)Consists of 67,812 shares of common stock and 61,487 shares of common stock underlying options that are vested and exercisable within 60 days ofDecember 31, 2016.(3)Consists of 30,691 shares of common stock and 160,440 shares of common stock underlying options that are vested and exercisable within 60 days ofDecember 31, 2016.(4)Consists of 13,665 shares of common stock and 39,333 shares of common stock underlying options that are vested and exercisable within 60 days ofDecember 31, 2016.(5)Consists of 16,000 shares of common stock underlying options held by Mr. Eastman that are vested and exercisable within 60 days of December 31,2016, 3,747,332 shares of common stock held by Essex Woodlands Health Ventures Fund VIII, L.P. (“Essex Fund VIII”), 457,085 shares of commonstock held by Essex Woodlands Health Ventures Fund V, L.P. (“Essex Fund V”), 270,172 shares of common stock held by Essex Woodlands HealthVentures Fund VIII-A, L.P. (“Essex Fund VIII-A”) and 117,458 shares of common stock held by Essex Woodlands Health Ventures Fund VIII-B, L.P.(“Essex Fund VIII-B”). Essex Woodlands Health Ventures VIII, LLC, the general partner of Essex Fund VIII, Essex Fund V, Essex Fund VIII-A andEssex Fund VIII-B, may be deemed to have sole power to vote and sole power to dispose of shares directly owned by Essex Fund VIII, Essex Fund V,Essex Fund VIII-A and Essex Fund85Table of ContentsVIII-B. Ronald W. Eastman, one of our directors, is a managing member of Essex Woodlands Health Ventures VIII, LLC and may be deemed to haveshared voting power and shared power to dispose of the shares held by Essex Fund VIII, Essex Fund V, Essex Fund VIII-A and Essex Fund VIII-B. Theaddress for Essex Fund VIII is 21 Waterway Avenue, Suite 225, The Woodlands, Texas 77380.(6)Consists of 21,333 shares of common stock underlying options that are vested and exercisable within 60 days of December 31, 2016.(7)Consists of 26,000 shares of common stock underlying options that are vested and exercisable within 60 days of December 31, 2016.(8)Consists of 26,000 shares of common stock underlying options that are vested and exercisable within 60 days of December 31, 2016.(9)Consists of 26,000 shares of common stock underlying options that are vested and exercisable within 60 days of December 31, 2016.(10)The indicated ownership is based on Schedule 13G/A filed with the SEC by the reporting persons on February 9, 2016, reporting beneficial ownership asof December 31, 2016. According to the Schedule 13G/A, the reporting persons beneficially own 3,096,650 shares of common stock held by NovaQuestPharma Opportunities Fund III, L.P. (“NovaQuest”), NQ HCIF General Partner, L.P., and NQ HCIF GP, Ltd.. The address for each of the foregoingpersons and entities is 4208 Six Forks Road, Suite 920, Raleigh, North Carolina 27609.(11)Includes shares beneficially owned by all current executive officers and directors of the company. Consists of 6,056,873 shares of common stock and1,155,622 shares of common stock underlying options that are vested and exercisable within 60 days of December 31, 2016.(12)The indicated ownership is based on a Schedule 13G/A filed with the SEC by the reporting persons on February 9, 2017, reporting beneficial ownershipas of December 31, 2016. According to the Schedule 13G/A, the reporting persons beneficially own a total of 3,280,584 shares of Common Stock held byFranklin Resources, Inc. (“FRI”) and 22,500 shares of Common Stock held by Fiduciary Trust Company International. The address for each of theforegoing persons and entities is One Franklin Parkway, San Mateo, CA 94403.(13)The indicated ownership is based on a Schedule 13G/A filed with the SEC by the reporting persons on January 11, 2017, reporting beneficial ownershipas of December 31, 2016. According to the Schedule 13G/A, the reporting persons beneficially own a total of 3,423,088 shares of Common Stock held byJPMorgan Chase & Co. and its wholly owned subsidiaries JPMorgan Chase Bank, National Association, J.P. Morgan Investment Management Inc., andJPMorgan Asset Management (UK) Limited . The address for each of the foregoing persons and entities is 270 Park Ave. New York, NY 10017.(14)The indicated ownership is based on a Schedule 13G/A filed with the SEC by the reporting persons on February 3, 2017, reporting beneficial ownershipas of December 31, 2016. According to the Schedule 13G/A, the reporting persons beneficially own a total of 1,941,730 shares of Common Stock held byThe Bank of New York Mellon Corporation and its following affiliates: The Bank of New York Mellon, The Boston Company Asset Management LLC,The Dreyfus Corporation (parent holding company of MBSC Securities Corporation), Mellon Capital Management Corporation, MAM (MA) HoldingTrust (parent holding company of Standish Mellon Asset Management Company LLC; The Boston Company Asset Management LLC) and MBCInvestments Corporation (parent holding company of Mellon Capital Management Corporation; BNY Mellon Investment Management (Jersey) Ltd.). Theaddress for each of the foregoing persons and entities is 225 Liberty Street, New York, NY 10286.(15)The indicated ownership is based on a Schedule 13G filed with the SEC by the reporting persons on January 25, 2017, reporting beneficial ownership asof December 31, 2016. According to the Schedule 13G, the reporting persons beneficially own a total of 2,012,852 shares of Common Stock held byBlackRock Inc. and its subsidiaries BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management IrelandLimited, BlackRock Asset Management Schweiz AG, BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A. and BlackRockInvestment Management, LLC. The address for each of the foregoing persons and entities is 55 East 52nd Street, New York, NY 10055.(16)The indicated ownership is based on a Schedule 13G filed with the SEC by the reporting persons on February 9, 2017, reporting beneficial ownership asof December 31, 2016. According to the Schedule 13G, the reporting persons beneficially own a total of 2,018,729 shares of Common Stock held byArrowpoint Asset Management, LLC. The Schedule 13G filed by the reporting persons provides information only as of December 31, 2016. The addressfor each of the foregoing persons and entities is 100 Filmore Street, Suite 325, Denver, CO 80206.(17)The indicated ownership is based on a Schedule 13G filed with the SEC by the reporting persons on February 9, 2017, reporting beneficial ownership asof December 31, 2016. According to the Schedule 13G, the reporting persons beneficially own a total of 2,149,678 shares of Common Stock held byWellington Management Group LLP and its following affiliates: Wellington Management Group LLP, Wellington Group Holdings LLP, WellingtonInvestment Advisors Holdings LLP, and Wellington Management Company LLP. The address for each of the foregoing persons and entities is 280Congress Street, Boston, MA 02210.86Table of ContentsITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEThe following is a summary of transactions since January 1, 2016 in which (i) we have been a participant, (ii) the amount involved exceeded or will exceed$120,000, and (iii) any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of their immediate family or personsharing their household, had or will have a direct or indirect material interest, other than indemnification agreements, which are described below, and compensationarrangements, which are described under “Item 11. Executive Compensation.”Of the Company's total cash, cash equivalents, and short-term investments of $185.5 million as of December 31, 2016, the Company held cash equivalentsand short-term investments with a total fair value of $86.0 million in an investment account with a related party, J.P. Morgan Securities LLC. As of December 31,2016, JPMorgan Chase & Co. and its wholly owned subsidiaries JPMorgan Chase Bank, National Association (NA), J.P. Morgan Investment Management Inc.,and JPMorgan Asset Management (UK) Limited held 3,423,088 shares of the Company's common stock, which represents approximately 11.95% of theCompany's outstanding common stock. J.P. Morgan Securities LLC, who acts as a custodian and trustee for certain Company investments, is an affiliate ofJPMorgan Chase Bank, NA.Indemnification Agreements . We have entered, or will enter, into an indemnification agreement with each of our directors and executive officers. Theindemnification agreements and our certificate of incorporation and bylaws require us to indemnify our directors and officers to the fullest extent permitted byDelaware law. For a description of these indemnification agreements, see the section entitled “Executive Compensation — Limitations on Liability andIndemnification Matters.”Policies and Procedures for Related Party Transactions. All transactions between us and our officers, directors, principal stockholders and their affiliates aresubject to approval by the audit committee, or a similar committee consisting of entirely independent directors, according to the terms of our written Related-Person Transactions Policy and Code of Business Conduct and Ethics.Director IndependenceOur board of directors undertook a review of the independence of the directors and considered whether any director has a material relationship with us thatcould compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our board of directors determined thatall of our directors except for Mr. Browne, our President and Chief Executive Officer, representing seven of our eight directors, are “independent directors” asdefined under NASDAQ listing rules and the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the ExchangeAct.87Table of ContentsITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICESFees Paid to the Independent Registered Public Accounting FirmThe following table presents fees for professional audit services and other services rendered to our company by PricewaterhouseCoopers, or PwC, for thefiscal years ended December 31, 2016 and 2015. 2016 2015Audit Fees (1)$970,598 $906,482 (1)Audit Fees consist of professional services rendered in connection with the audit of our Consolidated Financial Statements and review of our quarterlyConsolidated Financial Statements. Fees for fiscal 2015 also include fees associated with our follow on offering completed in November 2015, whichincluded delivery of comfort letters, consents and review of documents filed with the SEC.Auditor IndependenceIn 2016, there were no other professional services provided by PwC that would have required the audit committee to consider their compatibility withmaintaining the independence of PwC.Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting FirmConsistent with requirements of the SEC and the Public Company Oversight Board, or PCAOB, regarding auditor independence, our audit committee isresponsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. In recognition of this responsibility,our audit committee has established a policy for the pre-approval of all audit and permissible non-audit services provided by the independent registered publicaccounting firm. These services may include audit services, audit-related services, tax services and other services.Before engagement of the independent registered public accounting firm for the next year’s audit, the independent registered public accounting firm submitsa detailed description of services expected to be rendered during that year for each of the following categories of services to the audit committee for approval: •Audit services . Audit services include work performed for the audit of our financial statements and the review of financial statements included in ourquarterly reports, as well as work that is normally provided by the independent registered public accounting firm in connection with statutory andregulatory filings.•Audit-related services . Audit-related services are for assurance and related services that are reasonably related to the performance of the audit orreview of our financial statements and are not covered above under “audit services.”•Tax services . Tax services include all services performed by the independent registered public accounting firm’s tax personnel for tax compliance,tax advice and tax planning.•Other services . Other services are those services not described in the other categories.The audit committee pre-approves particular services or categories of services on a case-by-case basis. The fees are budgeted, and the audit committeerequires the independent registered public accounting firm and management to report actual fees versus budgeted fees periodically throughout the year by categoryof service. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additionalservices not contemplated in the original pre-approval. In those instances, the services must be pre-approved by the audit committee before the independentregistered public accounting firm is engaged.88Table of ContentsPART IV ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES(a) The following documents are filed as part of this Annual Report on this Form 10-K:(1) Financial Statements. The financial statements required by this item are set forth beginning at F-1 of this Annual Report on this Form 10-K and areincorporated herein by reference.(2) Financial Statement Schedules. See index to Consolidated Financial Statements on page F-1. All other schedules have been omitted because they arenot applicable.(3) Exhibits. The documents listed in the Exhibit Index of this Form 10-K are incorporated by reference or are filed with this report, in each case asindicated therein (numbered in accordance with Item 601 of Regulation S-K).ITEM 16.FORM 10-K SUMMARYNone.89Table of ContentsREVANCE THERAPEUTICS, INC.INDEX TO CONSOLIDATED FINANCIAL STATEMENTS PageReport of Independent Registered Public Accounting FirmF-2Consolidated Financial Statements: Consolidated Balance SheetsF-3Consolidated Statements of Operations and Comprehensive LossF-4Consolidated Statements of Changes in Convertible Preferred Stock and of Stockholders’ Equity (Deficit)F-5Consolidated Statements of Cash FlowsF-12Notes to Consolidated Financial StatementsF-14F-1Table of ContentsReport of Independent Registered Public Accounting FirmTo the Board of Directors and Stockholders of Revance Therapeutics, Inc.:In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations and comprehensive loss, of changes inconvertible preferred stock and stockholders’ equity (deficit) and of cash flows present fairly, in all material respects, the financial position of RevanceTherapeutics, Inc. and its subsidiary (the "Company") as of December 31, 2016 and 2015 , and the results of their operations and their cash flows for each of thethree years in the period ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America. These financialstatements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. Weconducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used andsignificant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis forour opinion./s/ PricewaterhouseCoopers LLPSan Jose, CaliforniaFebruary 28, 2017F-2Table of ContentsREVANCE THERAPEUTICS, INC.Consolidated Balance Sheets(In thousands, except share and per share amounts) As of December 31, 2016 2015ASSETSCURRENT ASSETS Cash and cash equivalents$63,502 $201,615Short-term investments122,026 50,688Restricted cash, current portion— 35Prepaid expenses and other current assets7,167 1,625Total current assets192,695 253,963Property and equipment, net10,585 19,708Long-term investments— 1,751Restricted cash, net of current portion580 400Other non-current assets500 —TOTAL ASSETS$204,360 $275,822LIABILITIES AND STOCKHOLDERS’ EQUITYCURRENT LIABILITIES Accounts payable$3,754 $2,657Accruals and other current liabilities12,418 6,245Financing obligations, current portion3,475 3,135Total current liabilities19,647 12,037Financing obligations, net of current portion1,872 5,346Derivative liabilities associated with Medicis settlement2,022 1,414Deferred rent3,648 3,773Other non-current liabilities100 —TOTAL LIABILITIES27,289 22,570Commitments and Contingencies (Note 12) STOCKHOLDERS’ EQUITY Common stock, par value $0.001 per share — 95,000,000 shares authorized both as of December 31, 2016 and2015; 28,648,954 and 28,288,464 shares issued and outstanding as of December 31, 2016 and 2015, respectively29 28Additional paid-in capital598,630 585,537Accumulated other comprehensive loss(45) (40)Accumulated deficit(421,543) (332,273)TOTAL STOCKHOLDERS’ EQUITY177,071 253,252TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$204,360 $275,822The accompanying notes are an integral part of these Consolidated Financial Statements.F-3Table of ContentsREVANCE THERAPEUTICS, INC.Consolidated Statements of Operations and Comprehensive Loss(In thousands, except share and per share amounts) Year Ended December 31, 2016 2015 2014Revenue$300 $300 $383Operating expenses: Research and development50,381 47,529 33,390General and administrative29,075 25,088 19,043Loss on impairment9,059 — —Total operating expenses88,515 72,617 52,433Loss from operations(88,215) (72,317) (52,050)Interest income1,170 231 44Interest expense(1,082) (1,190) (10,672)Change in fair value of derivative liabilities associated with convertible notes— — 4,032Changes in fair value of derivative liabilities associated with the Medicis settlement(608) 127 (320)Change in fair value of common stock warrant liability— — (2,151)Change in fair value of convertible preferred stock warrant liability— — (210)Loss on settlement of preferred stock warrant— — (1,356)Other expense, net(535) (327) (234)Net loss(89,270) (73,476) (62,917)Unrealized loss on available for sale securities(5) (40) —Comprehensive loss$(89,275) $(73,516) $(62,917)Net loss attributable to common stockholders (Note 16): Basic and Diluted$(89,270) $(73,476) $(62,917)Net loss per share attributable to common stockholders: Basic and Diluted$(3.18) $(3.02) $(3.24)Weighted-average number of shares used in computing net loss per share attributable to commonstockholders: Basic and Diluted28,114,784 24,340,466 19,391,523The accompanying notes are an integral part of these Consolidated Financial Statements.F-4REVANCE THERAPEUTICS, INC.Consolidated Statements of Changes in Convertible Preferred Stock and of Stockholders’ Equity (Deficit)(In thousands, except share and per share amounts) Convertible Preferred Stock Common Stock Additional Paid-In Capital OtherAccumulated Comprehensive Loss AccumulatedDeficit Total Stockholders’Equity (Deficit) Shares AmountShares Amount Balance — December 31, 20138,689,999 $123,982 260,789 $— $38,331 $— $(195,880) $(157,549)Issuance of common stock relating toemployee stock purchase plan— — 25,339 — 349 — — 349Stock-based compensation expense— — — — 6,513 — — 6,513Conversion of preferred stock tocommon stock in connection withinitial public offering(8,689,999) (123,982) 8,689,999 9 123,972 — — 123,981Conversion of preferred stock warrantsto common stock warrants inconnection with initial publicoffering— — — — 1,441 — — 1,441Issuance of common stock inconnection with initial publicoffering, net of underwritingdiscounts, commissions andissuance costs of $11,800— — 6,900,000 7 98,637 — — 98,644Issuance of common stock uponconversion of 2013 convertiblenotes in connection with initialpublic offering— — 1,637,846 2 26,204 — — 26,206Issuance of common stock upon netexercise of common stock warrantsand related extinguishment ofwarrant liability in connection withinitial public offering— — 1,158,443 1 6,489 — — 6,490Issuance of common stock inconnection with the 2014 follow onoffering, net of underwritingdiscounts, commissions andissuance costs of $9,000— — 4,600,000 5 131,330 — — 131,335Issuance of common stock upon netexercise of warrant— — 10,613 — — — — —Issuance of common stock uponexercise of stock options— — 239,000 — 1,422 — — 1,422Issuance of restricted stock awards, netof repurchase— — 251,325 — — — — —Issuance of common stock warrants— — — — 379 — — 379Issuance of common stock at $15.45 pershare for services rendered— — 1,111 — 17 — — 17Termination of repurchase rights relatedto vesting of common stock issuedpursuant to early exercises— — — — 58 — — 58Net loss— — — — — — (62,917) (62,917)Balance — December 31, 2014— — 23,774,465 24 435,142 — (258,797) 176,369Issuance of common stock relating toemployee stock purchase plan— — 15,745 — 318 — — 318Stock-based compensation expense— — — — 12,388 — — 12,388Issuance of common stock inconnection with At-The-Marketoffering, net of issuance costs— — 352,544 — 10,021 — — 10,021Issuance of common stock inconnection with the 2015 follow-onoffering, net of issuance costs— — 3,737,500 4 126,226 — — 126,230Issuance of common stock upon netexercise of warrants— — 68,993 — — — — —Issuance of common stock uponexercise of stock options— — 205,735 — 2,435 — — 2,435Issuance of restricted stock awards, netof repurchase— — 169,562 — — — — —Vested restricted stock awards used topay for taxes— — (36,080) — (993) — — (993)Unrealized loss on available for salesecurities— — — — — (40) — (40)Net loss— — — — — — (73,476) (73,476)Balance — December 31, 2015— — 28,288,464 28 585,537 (40) (332,273) 253,252Issuance of common stock relating toemployee stock purchase plan— — 21,064 — 243 — — 243Stock-based compensation expense— — — — 11,953 — — 11,953Issuance of common stock uponexercise of stock options— — 131,752 — 1,405 — — 1,405Issuance of restricted stock awards, netof repurchase— — 234,567 1 (1) — — —Vested restricted stock awards used topay for taxes— — (26,893) — (507) — — (507)Unrealized loss on available for salesecurities— — — — — (5) — (5)Net loss— — — — — — (89,270) (89,270)Balance — December 31, 2016— $— 28,648,954 $29 $598,630 $(45) $(421,543) $177,071The accompanying notes are an integral part of these Consolidated Financial Statements.F-5REVANCE THERAPEUTICS, INC.Consolidated Statements of Cash Flows(In thousands) Year EndedDecember 31, 2016 2015 2014CASH FLOWS FROM OPERATING ACTIVITIES Net loss$(89,270) $(73,476) $(62,917)Adjustments to reconcile net loss to net cash used in operating activities: Depreciation1,445 1,995 2,051Amortization of premium on investments1,212 601 —Amortization of discount on debt and capital leases— 5 1,250Amortization of debt issuance cost— 39 203Change in fair value of derivative liabilities associated with convertible notes— — (4,032)Change in fair value of derivative liabilities associated with the Medicis settlement608 (127) 320Change in fair value of common stock warrant liability— — 2,151Change in fair value of convertible preferred stock warrant liability— — 210Extinguishment of warrant liability upon exercise of put option— — 1,356Loss on extinguishment of 2013 Notes— — 8,331Stock-based compensation expense (see Note 17)11,953 12,388 6,530Interest for 2013 Notes and Essex Notes upon issuance, non-cash— — 271Capitalized interest— — (972)Fair value of common stock warrants issued— — 379Effective interest on financing obligations406 344 28(Gain) loss on disposal of fixed assets(1) 38 — Impairment of long-lived assets9,059 — —Acquisition of in-process research and development2,000 — —Changes in operating assets and liabilities: Prepaid expenses and other current assets(5,591) (192) (999)Other non-current assets(151) 29 (1,621)Accounts payable953 (692) (3,399)Accruals and other current liabilities7,502 3,179 2,311Payments against Medicis liabilities— — (7,073)Deferred rent48 200 549Net cash used in operating activities(59,827) (55,669) (55,073)CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment(1,670) (3,328) (6,975)Proceeds from maturities of investments207,650 1,000 —Sales of short-term investments1,000 — —Proceeds from sale of property and equipment2 — —Purchases of investments(280,681) (54,087) —Payment for acquisition of in-process research and development(1,800) — —Net cash used in investing activities(75,499) (56,415) (6,975)CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of common stock, net of deferred 2014 follow-on public offering costs— — 131,880Proceeds from issuance of common stock, net of deferred initial public offering costs— — 102,672Proceeds from issuance of convertible notes and notes payable— — 6,750Principal payments made on capital leases and financing obligations(3,541) (2,598) (228)Net settlement of restricted stock awards to settle employee taxes(507) (993) —Proceeds from issuance of common stock, net of deferred 2015 follow-on offering costs— 126,230 —Proceeds from issuance of common stock, net of deferred at-the-market offering costs— 10,021 —Principal payments made on notes payable— (2,652) (12,316)Proceeds from failed sale-leaseback financings— 9,831 —Proceeds from the exercise of stock options, employee stock purchase plan, and common stock warrants1,649 2,753 1,771Payments to settle warrants— — (1,438)Payment of offering costs(243) — —Net cash (used in) provided by financing activities(2,642) 142,592 229,091NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH(137,968) 30,508 167,043CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — Beginning of period202,050 171,542 4,499CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period$64,082 $202,050 $171,542SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for interest$676 $802 $1,182SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION: Conversion of Series E-1, E-2, E-3, E-4 and E-5 preferred stock into common stock$— $— $123,982Conversion of 2013 Notes into common stock$— $— $26,206Issuance of common stock upon net exercise of common stock warrants in connection with IPO$— $— $6,490Fair value in excess of debt host for derivative liabilities associated with convertible notes$— $— $1,050Deferred initial public offering costs$— $— $4,028Deferred follow-on public offering costs$134 $— $546Conversion of preferred stock warrants to common stock warrants$— $— $1,441Conversion of Essex Notes into financing obligations$— $— $1,095Termination of stock option repurchase right$— $— $58Issuance of common stock warrants in connection with the 2013 Notes$— $— $981Property and equipment purchases included in accounts payable and accruals and other current liabilities$200 $487 $1,348Issuance of convertible preferred stock warrants$— $— $80Fair value of common stock warrants issued$— $— $379Holdback related to acquisition of in-process research and development$200 $— $—The accompanying notes are an integral part of these Consolidated Financial Statements.F-6Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements1. The Company and Basis of PresentationRevance Therapeutics, Inc., or the Company, was incorporated in Delaware on August 10, 1999 under the name Essentia Biosystems, Inc. The Companycommenced operations in June 2002 and on April 19, 2005 , changed its name to Revance Therapeutics, Inc. The Company is a clinical-stage biotechnologycompany focused on the development, manufacturing and commercialization of novel botulinum toxin products for multiple aesthetic and therapeutic indications.The Company is leveraging its proprietary portfolio of botulinum toxin type A compounds, formulated with its patented and proprietary peptide technology, toaddress unmet needs in large and growing neurotoxin markets. The Company's proprietary peptide technology enables delivery of botulinum toxin type A throughtwo investigational drug product candidates, DaxibotulinumtoxinA for Injection (RT002), or RT002 injectable, and DaxibotulinumtoxinA Topical Gel (RT001), orRT001 topical. The Company is pursuing clinical development for RT002 injectable in a broad spectrum of aesthetic and therapeutic indications and is planning toconduct preclinical development for RT001. The Company holds worldwide rights for all indications of RT002 injectable, RT001 topical and the pharmaceuticaluses of its proprietary peptide technology.Since commencing operations in 2002, the Company has devoted substantially all of its efforts to identifying and developing product candidates for theaesthetics and therapeutic pharmaceutical markets, recruiting personnel and raising capital and preclinical and clinical development of, and manufacturingdevelopment for, RT002 injectable and RT001 topical. The Company has never been profitable and has not yet commenced commercial operations.Since the Company's inception, the Company has incurred losses and negative cash flows from operations. The Company has not generated significantrevenue from product sales to date and will continue to incur significant research and development and other expenses related to its ongoing operations. TheCompany has recorded net losses of $89.3 million , $73.5 million and $62.9 million for the years ended December 31, 2016 , 2015 and 2014 . As of December 31,2016 , the Company had a working capital surplus of $173.0 million and an accumulated deficit of $421.5 million . The Company has funded its operationsprimarily through the sale and issuance of common stock, convertible preferred stock, notes payable, and convertible notes. As of December 31, 2016 , theCompany had capital resources consisting of cash, cash equivalents, and investments of $185.5 million . The Company believes that its existing cash, cashequivalents, and investments will allow the Company to fund its operating plan through at least the next 12 months .Initial Public OfferingIn February 2014, the Company completed its initial public offering, or IPO, pursuant to which the Company issued 6,900,000 shares of common stock at$16.00 per share, including the exercise of the underwriters’ over-allotment option to purchase 900,000 additional shares of common stock, and received netproceeds of $98.6 million , after underwriting discounts, commissions, and other offering expenses. In addition, in connection with the completion of theCompany’s IPO, all convertible preferred stock converted into common stock.Follow-On Public OfferingsIn June 2014, the Company completed a follow-on public offering, or the 2014 follow-on offering, pursuant to which the Company issued 4,600,000 sharesof common stock at $30.50 per share, including the exercise of the underwriters’ over-allotment option to purchase 600,000 additional shares of common stock,and received net proceeds of $131.3 million , after underwriting discounts, commissions and other offering expenses.In November 2015, the Company completed a follow-on public offering, or the 2015 follow-on offering, pursuant to which the Company issued 3,737,500shares of common stock at $36.00 per share, including the exercise of the underwriters’ over-allotment option to purchase 487,500 additional shares of commonstock, for net proceeds of $126.2 million , after underwriting discounts, commissions and other offering expenses.At-The-Market OfferingIn March 2015, the Company entered into an At-The-Market Issuance Sales Agreement, or the 2015 ATM agreement, with Cowen and Company, LLC, orCowen, under which the Company could offer and sell common stock having aggregate proceeds of up to $50.0 million from time to time through Cowen as oursales agent. Sales of common stock through Cowen will be made by means of ordinary brokers’ transactions on the NASDAQ Global Market or otherwise atmarket prices prevailing at the time of sale, in block transactions, or as otherwise agreed upon by the Company and Cowen. Cowen could sellF-7Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)the common stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters orconditions we might impose). The Company agreed to pay Cowen a commission of up to 3.0% of the gross sales proceeds of any common stock sold throughCowen under the ATM agreement. During the third quarter 2015, the Company sold 352,544 shares of common stock under the ATM agreement at a weightedaverage price of $30.76 per share resulting in net proceeds of approximately $10.0 million , after underwriting discounts, commissions, and other offeringexpenses.In March 2016, the Company entered into an At-The-Market Issuance Sales Agreement, or the 2016 ATM agreement, with Cowen and Company, LLC, orCowen, under which the Company may offer and sell common stock having aggregate proceeds of up to $75.0 million from time to time through Cowen as oursales agent. On March 25, 2016, the date of the effectiveness of the registration statement on Form S-3 filed with the SEC on March 7, 2016, the 2015 ATMAgreement was effectively terminated and superseded by the 2016 ATM Agreement. Sales of common stock through Cowen under the 2016 ATM agreement willbe made by means of ordinary brokers’ transactions on the NASDAQ Global Market or otherwise at market prices prevailing at the time of sale, in blocktransactions, or as otherwise agreed upon by the Company and Cowen. Cowen will sell the common stock from time to time, based upon instructions from theCompany (including any price, time or size limits or other customary parameters or conditions we may impose). The Company agreed to pay Cowen a commissionof up to 3.0% of the gross sales proceeds of any common stock sold through Cowen under the ATM agreement. During the period from January 1, 2017 throughFebruary 24, 2017, we sold 469,478 shares of our common stock under the 2016 ATM Agreement at a weighted average price of $21.52 per share resulting in netproceeds of $9.4 million , after commissions and other offering expenses.Reverse Stock SplitIn January 2014, the Company’s Board of Directors and stockholders approved an amended and restated certificate of incorporation effecting a 1-for- 15reverse stock split of the Company’s issued and outstanding shares of common stock and convertible preferred stock that was effective on February 3, 2014. Thepar value of the common and convertible preferred stock was not adjusted as a result of the reverse stock split. All issued and outstanding share and per shareamounts included in the accompanying financial statements have been retroactively adjusted to reflect this reverse stock split.Basis of PresentationThe Consolidated Financial Statements of the Company include the Company’s accounts and those of its wholly-owned subsidiary, Revance TherapeuticsLimited, and have been prepared in conformity with accounting principles generally accepted in the United States of America, or US GAAP. The Companyoperates in one segment and there are no intercompany transactions to be eliminated during consolidation.2. Summary of Significant Accounting PoliciesUse of EstimatesThe preparation of Consolidated Financial Statements in conformity with US GAAP requires management to make estimates and assumptions that affect theamounts reported in the Consolidated Financial Statements and accompanying notes. Such management estimates include the fair value of common stock prior tothe IPO, accruals, stock-based compensation, fair value of convertible preferred stock and warrants, fair value of derivative liability, impairment of long-livedassets and the valuation of deferred tax assets. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable,however, actual results could significantly differ from those estimates.Risks and UncertaintiesThe product candidates developed by the Company require approvals from the U.S. Food and Drug Administration (FDA) or foreign regulatory agenciesprior to commercial sales. There can be no assurance that the Company’s current and future product candidates will meet desired efficacy and safety requirementsto obtain the necessary approvals. If the Company is denied approval or approval is delayed, it may have a material adverse impact on the Company’s business andits Consolidated Financial Statements.F-8Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)The Company is subject to risks common to companies in the development stage including, but not limited to, dependency on the clinical and commercialsuccess of its product candidates, ability to obtain regulatory approval of its product candidates, the need for substantial additional financing to achieve its goals,uncertainty of board adoption of its approved products, if any, by physicians and consumers, significant competition and untested manufacturing capabilities.Concentration of Credit RiskFinancial instruments that potentially subject the Company to a concentration of credit risk consist of short and long-term investments. Under the Company'sInvestment Policy, the Company limits its credit exposure by investing in highly liquid funds and debt obligations of the U.S. government and its agencies withhigh credit quality. The Company’s cash, cash equivalents, and investments are held in the United States of America. Such deposits may, at times, exceed federallyinsured limits. The Company has not experienced any losses on its deposits of cash, cash equivalents, and investments. Cash and Cash EquivalentsThe Company considers all highly liquid investment securities with remaining maturities at the date of purchase of three months or less to be cashequivalents. Cash and cash equivalents may include deposit, money market funds, and debt securities.Restricted CashDeposits of $580,275 and $435,000 were restricted from withdrawal as of December 31, 2016 and 2015 , respectively. As of December 31, 2016 , theremaining deposit balance of $400,000 relates to the restriction on securing the Company’s facility lease and will remain at $400,000 until the end of the lease. Theremaining $180,275 deposit balance relates to a letter of credit. These balances are included in restricted cash on the accompanying Consolidated Balance Sheetsand within the cash, cash equivalents, and restricted cash balance on the Consolidated Statement of Cash Flows.InvestmentsShort-term investments generally consist of securities with original maturities greater than three months and remaining maturities of less than one year, while long-term investments generally consist of securities with remaining maturities greater than one year. The Company determines the appropriate classification of itsinvestments at the time of purchase and reevaluates such determination at each balance sheet date. All of its investments are classified as available-for-sale andcarried at fair value, with the change in unrealized gains and losses reported as a separate component of other comprehensive income (loss) on the ConsolidatedStatements of Operations and Comprehensive Loss and accumulated as a separate component of stockholders' equity on the Consolidated Balance Sheets. Interestincome, net includes interest, dividends, amortization of purchase premiums and discounts, realized gains and losses on sales of securities and other-than-temporary declines in the fair value of investments, if any. The cost of securities sold is based on the specific-identification method. The Company monitors itsinvestment portfolio for potential impairment on a quarterly basis. If the carrying amount of an investment in debt securities exceeds its fair value and the declinein value is determined to be other-than-temporary, the carrying amount of the security is reduced to fair value and a loss is recognized in operating results for theamount of such decline. In order to determine whether a decline in value is other-than-temporary, the Company evaluates, among other factors, the cause of theimpairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of theunrealized losses, and its intent and ability to hold the security to maturity or forecasted recovery. The Company mitigates its credit risk by investing in moneymarket funds, U.S. treasury securities, and U.S. government agency obligations which limits the amount of investment exposure as to credit quality and maturity.Of the Company's total cash, cash equivalents, and short-term investments of $185.5 million as of December 31, 2016, the Company held cash equivalentsand short-term investments with a total fair value of $86.0 million in an investment account with a related party, J.P. Morgan Securities LLC. As of December 31,2016, JPMorgan Chase & Co. and its wholly owned subsidiaries JPMorgan Chase Bank, National Association (NA), J.P. Morgan Investment Management Inc.,and JPMorgan Asset Management (UK) Limited held 3,423,088 shares of the Company's common stock, which represents approximately 11.95% of theCompany's outstanding common stock. J.P. Morgan Securities LLC, who acts as a custodian and trustee for certain Company investments, is an affiliate ofJPMorgan Chase Bank, NA.F-9Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)Fair Value of Financial InstrumentsThe Company uses fair value measurements to record fair value adjustments to certain financial and non-financial assets and liabilities to determine fairvalue disclosures. The accounting standards define fair value, establish a framework for measuring fair value, and require disclosures about fair valuemeasurements. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between marketparticipants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the principal ormost advantageous market in which the Company would transact are considered along with assumptions that market participants would use when pricing the assetor liability, such as inherent risk, transfer restrictions, and risk of nonperformance. The accounting standard for fair value establishes a fair value hierarchy basedon three levels of inputs, the first two of which are considered observable and the last unobservable, that requires an entity to maximize the use of observableinputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is basedupon the lowest level of input that is significant to the fair value measurement.The three levels of inputs that may be used to measure fair value are as follows: Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputsthat are observable or can be corroborated by observable market data for substantially the full term of the assets orliabilities. Level 3—Valuations based on unobservable inputs to the valuation methodology and including data about assumptionsmarket participants would use in pricing the asset or liability based on the best information available under thecircumstances.Property and Equipment, NetProperty and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated usefullives of the assets. Computer equipment, lab equipment and furniture and fixtures, and manufacturing equipment is depreciated over 3 , 5 , and 7 years ,respectively. Repairs and maintenance that do not extend the life or improve an asset are expensed in the period incurred. Leasehold improvements are amortized over the lesser of 15 years or the term of the lease. Repairs and maintenance are charged to operations as incurred.When assets are retired or otherwise disposed of, the costs and accumulated depreciation are removed from the Consolidated Balance Sheets and any resulting gainor loss is reflected in the Consolidated Statements of Operations and Comprehensive Loss in the period realized.Impairment of Long-Lived AssetsThe Company evaluates its long-lived assets for indications of possible impairment whenever events or changes in circumstances indicate that the carryingamount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to theestimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, animpairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company determines the fairvalue of its long-lived assets using the market approach, cost approach or income approach.Clinical Trial AccrualsClinical trial costs are charged to research and development expense as incurred. The Company accrues for expenses resulting from obligations undercontracts with clinical research organizations (CROs), consultants, and clinical site agreements in connection with conducting clinical trials. The financial terms ofthese contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over whichmaterials or services are provided to the Company under such contracts. The Company’s objective is to reflect the appropriate expense in theF-10Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)Consolidated Financial Statements by matching the appropriate expenses with the period in which services and efforts are expended. In the event advancepayments are made to a CRO, the payments will be recorded as a prepaid expense, which will be amortized as services are rendered.The CRO contracts generally include pass-through fees including, but not limited to, regulatory expenses, investigator fees, travel costs and othermiscellaneous costs, including shipping and printing fees. The Company determines accrual estimates through reports from and discussion with clinical personneland outside services providers as to the progress or state of completion of trials, or the services completed. The Company estimates accrued expenses as of eachbalance sheet date in the Consolidated Financial Statements based on the facts and circumstances known to the Company at that time. The Company’s clinical trialaccrual is dependent, in part, upon the receipt of timely and accurate reporting from the CROs and other third-party vendors. RevenueWe recognize revenue when the following criteria are met: persuasive evidence of a sales arrangement exists; delivery has occurred; the price is fixed ordeterminable; and collectability is reasonably assured. During the years ended December 31, 2016 , 2015 , and 2014 , we received revenue through various sources,such as license and royalty agreements.Revenue from license agreements is recognized when an arrangement is entered into and if we have substantially completed our obligations under the termsof the arrangement and our remaining involvement is inconsequential and perfunctory. If we have significant continuing involvement under such an arrangement,license fees are deferred and recognized over the estimated performance period. License fee payments received in excess of amounts earned are classified asdeferred revenue until earned.Revenue from royalty payments is contingent on sales activities by our licensees. As a result, we recognize royalty revenue when all revenue recognitioncriteria have been satisfied.We recognize revenue for milestone payments upon the achievement of specified milestones if (1) the milestone is substantive in nature, and theachievement of the milestone was not reasonably assured at the inception of the agreement, (2) the achievement relates to past performance, and (3) the fees arenonrefundable. Milestone payments received in excess of amounts earned are classified as deferred revenue until earned.Research and Development ExpendituresResearch and development costs are charged to operations as incurred. Research and development costs include, but are not limited to, personnel expenses,clinical trial supplies, fees for clinical trial services, manufacturing costs, consulting costs and allocated overhead, including rent, equipment, depreciation andutilities.Income TaxesThe Company accounts for income taxes under the asset and liability method. The Company estimates actual current tax exposure together with assessingtemporary differences resulting from differences in accounting for reporting purposes and tax purposes for certain items, such as accruals and allowances notcurrently deductible for tax purposes. These temporary differences result in deferred tax assets and liabilities, which are included in the Company’s ConsolidatedBalance Sheets. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in the Company’sConsolidated Statements of Operations and comprehensive loss become deductible expenses under applicable income tax laws or when net operating loss or creditcarryforwards are utilized. Accordingly, realization of the Company’s deferred tax assets is dependent on future taxable income against which these deductions,losses and credits can be utilized.The Company must assess the likelihood that the Company’s deferred tax assets will be recovered from future taxable income, and to the extent theCompany believes that recovery is not likely, the Company establishes a valuation allowance. Based on the available evidence, the Company is unable, at this time,to support the determination that it is more likely than not that its deferred tax assets will be utilized in the future. Accordingly, the Company recorded a fullvaluation allowance as of December 31, 2016 and 2015 . The Company intends to maintain valuation allowances until sufficient evidence exists to support itsreversal.F-11Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)Stock-Based CompensationThe Company has equity incentive plans under which various types of equity-based awards including, but not limited to, incentive stock options, non-qualified stock options, and restricted stock awards, may be granted to employees, non-employee directors, and non-employee consultants. The Company also hasan inducement plan under which various types of equity-based awards, including non-qualified stock options and restricted stock awards, may be granted to newemployees.For stock options granted to employees and directors, the Company recognizes compensation expense for all stock-based awards based on the estimatedgrant-date fair values, net of an estimated forfeiture rate. For restricted stock awards to employees, the fair value is based on the closing price of the Company'scommon stock on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisiteservice period. The fair value of stock options is determined using the Black-Scholes option pricing model. The Company estimates its forfeiture rate based on ananalysis of its actual forfeitures and will continue to evaluate the adequacy of the forfeiture rate assumption based on actual forfeitures, analysis of employeeturnover, and other related factors.Stock-based compensation expense related to stock options granted to non-employees is recognized based on the fair value of the stock options, determinedusing the Black-Scholes option pricing model, as they are earned. The awards vest over the time period the Company expects to receive services from the non-employee.WarrantsThe Company has issued freestanding warrants to purchase shares of common stock and convertible preferred stock in connection with certain debt and leasetransactions. The warrants are recorded at fair value using the Black-Scholes option pricing model. Common Stock WarrantsPrior to completion of the IPO, the Company accounted for warrants to purchase shares of its common stock as liabilities at fair value because these warrantsmay have obligated the Company to transfer assets to the holders at a future date under certain circumstances, such as change of control. The Company remeasuredthese warrants to current fair value at each balance sheet date, with changes in fair value recognized as a change in fair value of the warrant liability on theConsolidated Statements of Operations and Comprehensive Loss. Upon completion of the IPO, these warrant liabilities were remeasured to fair value and settled inconjunction with a cashless net exercise of these warrants. Common stock warrants classified as equity at inception are recorded to additional paid-in capital at fairvalue upon issuance.Convertible Preferred Stock WarrantsThe Company accounted for previously outstanding warrants to purchase shares of its convertible preferred stock that are contingently redeemable asliabilities at their estimated fair value because these warrants obligated the Company to transfer assets to the holders at a future date under certain circumstances,such as a deemed liquidation event. The warrants were subject to remeasurement to fair value at each balance sheet date, with changes in fair value recognized as achange in fair value of convertible preferred stock warrant liability on the Consolidated Statements of Operations and Comprehensive Loss. Upon completion ofthe IPO, the convertible preferred stock warrants converted into equity-classified warrants to purchase shares of common stock.Derivative LiabilitiesThe Company bifurcated and separately accounted for derivative instruments related to redemption and conversion features embedded within previouslyoutstanding convertible notes and other derivative instruments related to payment provisions underlying the Medicis settlement. These derivatives are accountedfor as liabilities, which will be remeasured to fair value as of each balance sheet date, with changes in fair value recognized in the Consolidated Statements ofOperations and Comprehensive Loss. The derivative liabilities associated with the 2013 Convertible Notes are no longer outstanding due to the conversion of therelated convertible notes upon the IPO in February 2014. The Company will continue to record adjustments to the fair value of the derivative liabilities associatedwith the Medicis settlement until the remaining settlement payment has been paid.F-12Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)ContingenciesFrom time to time, the Company may have certain contingent liabilities that arise in the ordinary course of business. The Company evaluates the likelihoodof an unfavorable outcome in legal or regulatory proceedings to which it is a party and records a loss contingency on an undiscounted basis when it is probable thata liability has been incurred and the amount of the loss can be reasonably estimated. These judgments are subjective and based on the status of such legal orregulatory proceedings, the merits of the Company's defenses, and consultation with legal counsel. Actual outcomes of these legal and regulatory proceedings maydiffer materially from the Company's estimates. The Company estimates accruals for legal expenses when incurred as of each balance sheet date in theConsolidated Financial Statements based on the facts and circumstances known to the Company at that time.Comprehensive LossComprehensive loss is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. During theyear ended December 31, 2016 and 2015 , the Company had an unrealized loss for investments, which qualified as other comprehensive loss and, therefore havebeen reflected in the Statements of Operations and Comprehensive Loss. There was no comprehensive loss for the year ended December 31, 2014 .Net Loss per Share Attributable to Common StockholdersThe Company calculated its basic and diluted net income (loss) per share attributable to common stockholders in conformity with the two-class methodrequired for companies with participating securities prior to the IPO. Under the two-class method, the Company determines whether it has net income attributableto common stockholders, which includes the results of operations, capital contributions and deemed dividends less current period convertible preferred stock non-cumulative dividends. If it is determined that the Company does have net income attributable to common stockholders during a period, the related undistributedearnings are then allocated between common stock and the convertible preferred stock based on the weighted average number of shares outstanding during theperiod to determine the numerator for the basic net income per share attributable to common stockholders. In computing diluted net income attributable to commonstockholders, undistributed earnings are re-allocated to reflect the potential impact of dilutive securities to determine the numerator for the diluted net income pershare attributable to common stockholders. The Company’s basic net income (loss) per share attributable to common stockholders is calculated by dividing the netincome (loss) by the weighted average number of shares of common stock outstanding for the period, which includes vested restricted stock awards. The dilutednet income (loss) per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for theperiod. The diluted net income (loss) per share attributable to common stockholders also includes vested restricted stock awards and, if the effect is not anti-dilutive, unvested restricted stock awards. For purposes of this calculation, options to purchase common stock, unvested restricted stock, and common stockwarrants are considered common stock equivalents.Interest ExpenseInterest expense, includes cash and non-cash components with the non-cash components consisting of (i) interest recognized from the amortization of debtissuance costs, which were capitalized on the Consolidated Balance Sheets, that are generally derived from cash payments related to the issuance of convertiblenotes and notes payable, (ii) interest recognized from the amortization of debt discounts, which were capitalized on the Consolidated Balance Sheets, derived fromthe issuance of warrants and derivatives issued in conjunction with convertible notes and notes payable, (iii) interest recognized on the 2013 Notes, which was notpaid but instead converted into shares of common stock, (iv) interest capitalized for assets constructed for use in operations, (v) interest related to theextinguishment of debt, which is classified as a gain or loss on debt extinguishments, and (vi) effective interest recognized on the financing obligation. Thecapitalized amounts related to the debt issuance costs and debt discounts are generally amortized to interest expense over the term of the related debt instruments.Recently Adopted Accounting PronouncementsOn November 18, 2016, the FASB issued Accounting Standards Update (ASU) 2016-18, Statement of Cash Flows (Topic 230). The amendments in ASU2016-18 affect all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows. The amendments require thata statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restrictedcash equivalents. Therefore, restricted cash and restricted cash equivalents should be included with cash and cash equivalents whenF-13Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The ASU is effective for public companies for fiscalyears beginning after December 15, 2017 and interim periods within those fiscal years and should be applied using a retrospective transition method to each periodpresented. Early adoption is permitted for any entity in any interim or annual period. An entity that elects early adoption must adopt all of the amendments in thesame period. The Company early adopted this amendment as of December 31, 2016. The adoption of this standard required the Company to reclassify its restrictedcash balances from investing activities to the cash and cash equivalents section of the Consolidated Statement of Cash Flows for all periods presented. Theadoption of this standard did not have a material impact on our consolidated financial statements.On August 26, 2016, the FASB issued Accounting Standards Update (ASU) 2016-15, Statement of Cash Flows (Topic 230) . The amendments in ASU 2016-15 affect all entities that are required to present a statement of cash flows and provide guidance and clarity on certain cash flow classification aspects. This updateaddresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The ASU is effective for public companies for fiscal yearsbeginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted for any entity in any interim or annual period. TheCompany early adopted this amendment as of December 31, 2016. The adoption of this standard did not have a material impact on our consolidated financialstatements.In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40) , which will requiremanagement to assess an entity’s ability to continue as a going concern at each annual and interim period. Related footnote disclosures will be required ifconditions give rise to substantial doubt about an entity’s ability to continue as a going concern within one year of the report issuance date. If conditions do notgive rise to substantial doubt, no disclosures will be required specific to going concern uncertainties. The guidance defines substantial doubt using a likelihoodthreshold of “probable” similar to the current use of that term in U.S. GAAP for loss contingencies and provides example indicators. The guidance is effective forreporting periods ending after December 15, 2016, and early adoption is permitted. Therefore, the Company has prospectively adopted this new standard onDecember 15, 2016. The adoption of this standard did not have a material impact on our consolidated financial statements as of December 31, 2016.Recent Accounting PronouncementsOn March 30, 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718) . The amendments in ASU2016-09 affect all entities that issue share-based payment awards to their employees and involve multiple aspects of the accounting for share-based paymenttransactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The ASUis effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity inany interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscalyear that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company plans to adopt theASU in the first quarter of 2017 and expects that the standard may affect the method in which forfeitures are recorded. The Company also expects the accountingmethodology related to stock-based compensation for deferred tax assets and liabilities balances to be adjusted, however, given the Company has a full valuationallowance, it is not expected to have a material impact on the Company's Consolidated Financial Statements.On February 25. 2016, the FASB issued Accounting Standards Update (ASU) 2016-02 Leases (Topic 842) , which requires an entity to recognize assets andliabilities arising from a lease for both financing and operating leases. The ASU will also require new qualitative and quantitative disclosures to help investors andother financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal yearsbeginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its ConsolidatedFinancial Statements.On January 5, 2016, the FASB issued Accounting Standards Update (ASU) 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition andMeasurement of Financial Assets and Financial Liabilities , which addresses certain aspects of recognition, measurement, presentation, and disclosure of financialinstruments. The updated standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 and early adoption is notpermitted. The Company is currently evaluating the impact that the standard will have on its Consolidated Financial Statements.3. Revenue and License AgreementsF-14Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)In June 2013, the Company entered into an exclusive technology evaluation agreement with the Procter & Gamble Company to co-develop and exploreapplications of the Company's proprietary peptide technology in over-the-counter cosmetic compounds. The Company did not recognize license revenue during theyear ended December 31, 2016 and 2015 in connection with this agreement. The Company received an upfront payment in the amount of $0.3 million , which wasinitially recorded as deferred revenue and was recognized over the estimated performance period of 9 months. The Company estimated the performance period asthe remaining life of the underlying patent at the inception of the license agreement, which was periodically reevaluated. The Company recognized total licenserevenue of $0.1 million during the year ended December 31, 2014.In August 2011, the Company entered into an asset purchase and royalty agreement for the sale of the Relastin® product line for $0.05 million and royaltieson future sales of Relastin®. Accordingly, under the Relastin® asset purchase and royalty agreement, the Company recognized royalty revenue of $0.3 millionduring each of the years ended December 31, 2016 , 2015 , and 2014 . On April 23, 2015, the Company received notice from Valeant terminating the assetpurchase and royalty agreement effective as of July 23, 2015. However, as of December 31, 2016, reversion of the Relastin® intellectual property rights had notbeen completed, and until the reversion of the intellectual property rights are completed, the Company is entitled to the minimum royalty payment.4. In-Process Research and DevelopmentOn June 2, 2016, the Company entered into an asset purchase agreement with Botulinum Toxin Research Associates, Inc., or BTRX (the "BTRX PurchaseAgreement"). Under the BTRX Purchase Agreement, the Company acquired all rights, title and interest in a portfolio of botulinum toxin-related patents and patentapplications from BTRX and was granted the right of first negotiation and first refusal with respect to other botulinum toxin-related patents owned or controlled byBTRX. In exchange, the Company agreed to an upfront expenditure of $2.0 million of which $1.8 million was paid immediately with the remaining $0.2 milliondue and payable over the next two years. The Company also agreed to pay up to an additional $16.0 million in aggregate upon satisfaction of specified milestonesrelating to the Company’s product revenue, intellectual property, and clinical and regulatory events.The Company concluded that the BTRX Purchase Agreement did not meet the criteria of a business combination pursuant to the guidance prescribed inAccounting Standards Codification Topic 805, Business Combinations . The Company accounted for the initial $2.0 million expenditure as research anddevelopment expense, as future alternative use of the acquired assets was deemed contingent upon the successful outcome of existing research and developmentactivities as of the transaction date.5. Medicis SettlementIn July 2009, the Company and Medicis Pharmaceutical Corporation, or Medicis, entered into a license agreement granting Medicis worldwide aesthetic anddermatological rights to the Company’s investigational, injectable botulinum toxin type A product candidate. In October 2012, the Company entered into asettlement and termination agreement with Medicis. The terms of the settlement provided for the reacquisition of the rights related to all territories of RT002injectable and RT001 topical from Medicis and for consideration payable by the Company to Medicis of up to $25.0 million , comprised of (i) an upfront paymentof $7.0 million , which was paid in 2012, (ii) a Proceeds Sharing Arrangement Payment of $14.0 million due upon specified capital raising achievements by theCompany, of which $6.9 million was paid in 2013 and $7.1 million in 2014, and (iii) a Product Approval Payment of $4.0 million to be paid upon the achievementof regulatory approval for RT002 injectable or RT001 topical by the Company. Medicis was subsequently acquired by Valeant Pharmaceuticals International, Inc.in December 2012.The Company determined that the settlement provisions related to the Proceeds Sharing Arrangement Payment in (ii) above and Product Approval Paymentin (iii) above were derivative instruments that require fair value accounting as a liability and periodic fair value remeasurements until settled.As of December 31, 2015 , the fair value of the Product Approval Payment derivative of $1.4 million was determined by updating the estimate of the timingand probability of the related approval and a discount factor assuming a term of 3.5 years, a risk-free rate of 1.4% and a credit risk adjustment of 9.0% . As ofDecember 31, 2016 , the Company determined the fair value of its liability for the Product Approval Payment was $2.0 million , which was measured by assuminga term of 3.25 years , a risk-free rate of 1.5% and a credit risk adjustment of 9.0% . The Company’s assumption for the expected term is based on anF-15Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)expected Biologics License Application, or BLA, approval in the first half of 2020. The Company did not make any payments under the Product ApprovalPayment during the year ended December 31, 2016 .As a result of the fair value measurements during the years ended December 31, 2016 , 2015 , and 2014 , the Company recognized an aggregate loss of $0.6million , an aggregate gain $0.1 million , and an aggregate loss of $0.3 million , respectively.6. Cash Equivalents and InvestmentsThe Company's cash equivalents and investments consist of money market funds, U.S. treasury securities, and U.S. government agency obligations, whichare classified as available-for-sale securities.The following table is a summary of amortized cost, unrealized gain and loss, and fair value (in thousands): December 31, 2016 December 31, 2015 Cost Gains Losses Fair Value Cost Gains Losses Fair ValueMoney market funds$60,639 $— $— $60,639 $145,747 $— $— $145,747U.S. treasury securities81,103 4 (28) 81,079 — — — —U.S. government agencyobligations40,968 1 (22) 40,947 52,479 — (40) 52,439Total cash equivalents andavailable-for-sale securities$182,710 $5 $(50) $182,665 $198,226 $— $(40) $198,186 Classified as: Cash equivalents $60,639 $145,747Short-term investments 122,026 50,688Long-term investments — 1,751Total cash equivalents andavailable-for-sale securities $182,665 $198,186There have been no significant realized gains or losses on available-for-sale securities for the periods presented. No significant available-for-sale securitiesheld as of December 31, 2016 have been in a continuous unrealized loss position for more than 12 months. As of December 31, 2016 , unrealized losses onavailable-for-sale investments are not attributed to credit risk and are considered to be temporary. The Company believes that it is more-likely-than-not thatinvestments in an unrealized loss position will be held until maturity or the cost basis of the investment will be recovered. The Company believes it has no other-than-temporary impairments on its securities as it does not intend to sell these securities and believes it is not more likely than not that it will be required to sellthese securities before the recovery of their amortized cost basis. To date, the Company has not recorded any impairment charges on marketable securities relatedto other-than-temporary declines in fair value.The following table classifies our marketable securities by contractual maturities (in thousands): December 31, 2016 2015Due within one year$122,026 $50,688Due between one and two years— 1,751Total$122,026 $52,4397. Fair Value MeasurementsThe Company measures and reports certain financial instruments as assets and liabilities at fair value on a recurring basis. The fair value of these instrumentswas as follows (in thousands):F-16Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued) As of December 31, 2016 Fair Value Level 1 Level 2 Level 3Assets Money market funds$60,639 $60,639 $— $—U.S. treasury securities81,079 81,079 — —U.S. government agency obligations40,947 — 40,947 $—Total assets measured at fair value$182,665 $141,718 $40,947 $— Liabilities Derivative liabilities associated with the Medicis settlement$2,022 $— $— $2,022Total liabilities measured at fair value$2,022 $— $— $2,022 As of December 31, 2015 Fair Value Level 1 Level 2 Level 3Assets Money market funds$145,747 $145,747 $— $—U.S. government agency obligations$52,439 $— $52,439 $—Total assets measured at fair value$198,186 $145,747 $52,439 $— Liabilities Derivative liabilities associated with the Medicis settlement$1,414 $— $— $1,414Total liabilities measured at fair value$1,414 $— $— $1,414The Company did not transfer any assets or liabilities measured at fair value on a recurring basis to or from Level 1 and Level 2 during the years endedDecember 31, 2016 and 2015 .The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial instruments as follows (in thousands): DerivativeLiabilityAssociated withthe MedicisSettlementFair value as of December 31, 2015 $1,414Change in fair value 608Fair value as of December 31, 2016 $2,022 Level 3 instruments consist of the Company’s derivative liability related to the Medicis settlement.The fair value of the remaining derivative liability resulting from the Medicis litigation settlement, specifically the derivative related to the Product ApprovalPayment (Note 5), was determined by estimating the timing and probability of the related regulatory approval and multiplying the payment amount by thisprobability percentage and a discount factor based primarily on the estimated timing of the payment and a credit risk adjustment (Note 5). Generally, increases ordecreases in these unobservable inputs would result in a directionally similar impact to the fair value measurement of this derivative instrument. The significantunobservable inputs used in the fair value measurement of the Product Approval Payment derivative are the expected timing and probability of the payments at thevaluation date and the credit risk adjustment.F-17Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)8. Balance Sheet ComponentsProperty and Equipment, netProperty and equipment, net consists of the following (in thousands): As of December 31, 2016 2015Manufacturing equipment$12,268 $12,053Computer equipment701 879Furniture and fixtures610 604Leasehold improvements4,214 4,164Construction in progress4,950 13,480Total property and equipment22,743 31,180Less: accumulated depreciation and amortization(12,158) (11,472)Property and equipment, net$10,585 $19,708Depreciation expense was $1.4 million , $2.0 million , and $2.1 million for the years ended December 31, 2016 , 2015 and 2014 , respectively.As of December 31, 2016 , the Company had obligations to make future payments to certain vendors that become due and payable during the construction ofits manufacturing facilities in Newark, California. The arrangement was accounted for as construction-in-progress and the outstanding obligations as ofDecember 31, 2016 and 2015 were zero and $0.03 million , respectively. The Company capitalized interest costs in the amount of $1.0 million within construction-in-progress during the year ended December 31, 2014. The Company did not capitalize interest costs during the year ended December 31, 2016 and 2015 .Loss on ImpairmentLong-lived assets such as the Company’s fill/finish line are reviewed for impairment whenever adverse events or changes in circumstances indicate that thecarrying amount of an asset may not be recoverable. Recoverability of assets are measured by a comparison of the carrying amount of the asset to the estimatedundiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairmentcharge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company determines the fair value of itslong-lived assets using the market approach, cost approach or income approach.The Company constructed a fill/finish line for the future commercial manufacturing of RT001 topical and to support its clinical trials and regulatory licenseapplications. In June 2016, following the results of the REALISE 1 Phase 3 clinical trial, the Company discontinued its RT001 topical clinical developmentprograms for the treatment of crow’s feet and for the treatment of primary axillary hyperhidrosis. The Company performed an impairment analysis of the RT001topical fill/finish line to determine fair value based on highest and best use. Based on the analysis, the Company determined that the fair value of certainequipment, which was calculated using the market approach, was lower than the carrying value. Accordingly, during the three months ended June 30, 2016, theCompany recorded a loss on impairment of $1.9 million .During the three months ended December 31, 2016 , the Company identified an additional indicator of impairment for the RT001 topical fill/finish line andother fixed assets. The Company concluded that only certain equipment comprising the RT001 topical fill/finish line would be repurposed for commercial-scalemanufacturing of RT002 injectable. As a result, the Company determined fair value based on its highest and best use and that for certain components of thefill/finish line and other fixed assets, the carrying value of the assets was not entirely recoverable and the fair value, which was calculated using the market or costapproach depending on the specific asset, was lower than the carrying value. Accordingly, the Company recorded a loss on impairment of $7.2 million and $9.1million , during the three and twelve months ended December 31, 2016 , respectively. Nonetheless, it is reasonably possible that our estimate of the recoverabilityof the equipment's carrying value could change,F-18Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)and may result in the need to write down the assets to fair value. As of December 31, 2016 , the fill/finish line and other fixed assets had net book values of $5.1million and $0.2 million , respectively.Prepaid Expenses and Other Current AssetsPrepaid expenses and other current assets consist of the following (in thousands): As of December 31, 2016 2015Prepaid expenses$978 $1,200Accounts receivable75 75Litigation settlement receivable due from insurance (Note 12)5,898 —Other receivables53 83Other current assets163 267Total prepaid expenses and other current assets$7,167 $1,625 Accruals and Other Current LiabilitiesAccruals and other current liabilities consist of the following (in thousands): As of December 31, 2016 2015Accrued compensation$3,121 $3,282Accrued litigation settlement (Note 12)6,400 —Accrued professional service fees720 471Accrued manufacturing and quality control costs188 207Accrued clinical trial expenses1,271 1,300Accrued fixed assets57 262Accrued construction-in-progress obligations— 25Other current liabilities661 698Total accruals and other current liabilities$12,418 $6,2459. Notes PayableHercules Notes PayableIn September 2011, the Company entered into a loan and security agreement with Hercules Technology Growth Capital for $22.0 million , referred to as theHercules Notes Payable.The Hercules Notes Payable, which matured in March 2015 and has been repaid in full, was collateralized by all assets of the Company, and bore interest atthe greater of (i) 9.85% per annum or (ii) 9.85% per annum plus the difference of the prime rate less 3.25% per annum. Starting in July 2012 , the loan wasrepaid in 33 equal monthly payments of principal and interest of $0.8 million plus an end of term payment of $0.4 million which was paid upon maturity. In March2015, the Hercules Notes Payable was repaid in full.The Company made principal and interest payments on the Hercules Notes Payable of $2.6 million and $9.2 million for the years ended December 31, 2015and 2014 , respectively.Essex Capital NotesF-19Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)On December 20, 2013, the Company signed a Loan and Lease Agreement to borrow up to $10.8 million in the form of Secured Promissory Notes fromEssex Capital, or the Essex Notes, to finance the completion and installation of the Company’s RT001 topical the fill/finish line. Under the Loan and LeaseAgreement, with the issuance of each Note the Company issued warrants to purchase its capital stock. The Essex Notes incurred interest at 11.5% until thecompletion of the IPO in February 2014. Subsequent to the IPO, the notes incurred interest at 10.375% per annum. In December 2013, the Company drew down$2.5 million under short-term notes pursuant to the Essex Capital Facility, and an additional $2.5 million in January 2014 under short-term notes. In May 2014,pursuant to the terms of this agreement, the Company sold equipment to Essex Capital, resulting in partial settlement of the outstanding loan balance by $1.1million , and sold and leased the equipment back from Essex Capital for fixed monthly payments to be paid over 3 years . The lease provides for the option topurchase the leased equipment for 10% of the original purchase amount. This transaction did not qualify for sale-leaseback accounting due to the Company’scontinuing involvement in the equipment. Therefore, the Company accounted for this transaction as a financing obligation using the effective interest rate method.On December 17, 2014, the Company entered into the First Amendment to the Loan and Lease Agreement with Essex Capital. Under the terms of thisAmendment, the Company agreed to repay the outstanding debt balance of $3.9 million and issue a warrant to purchase 44,753 shares of common stock. InFebruary 2015, the Company executed the Second Amendment to the Loan and Lease Agreement, under which the term of the facility was extended to April 15,2015 and the purchase price for the remainder of the equipment was increased by $0.1 million to approximately $9.8 million . Concurrently with this sale, theCompany will lease the equipment from Essex Capital for a fixed monthly payment to be paid monthly over 3 years. The lease provides for the option to purchasethe leased equipment for 10% of the original purchase amount. This transaction also did not qualify for sale-leaseback accounting due to the Company’s continuinginvolvement in the equipment. Therefore, the Company accounted for this transaction as a financing obligation using the effective interest rate method.In June 2015, the Company exercised its option to purchase all equipment sold and leased back from Essex Capital for 10% of the original purchase amount,or approximately $1.1 million , at the conclusion of the lease terms, of which $0.1 million will be paid in 2017 and the remainder will be paid in 2018.As of December 31, 2016 , the aggregate total future minimum lease payments under the financing obligation were as follows (in thousands):Year Ending December 31, 20173,9362018949Total payments4,885In connection with the Essex Notes, the Company issued warrants to purchase 12,345 shares of Series E-5 convertible preferred stock in both December2013 and January 2014. Subsequent to the February 2014 IPO, the previously issued warrants to purchase shares of Series E-5 convertible preferred stockconverted into warrants to purchase shares of common stock. The fair value of the warrants at the issuance date of $0.2 million and debt issuance costs totaling$0.03 million were recorded as discount on debt, and amortized to interest expense using the straight-line method over the loan term. The Company recognizedinterest expense $0.2 million for the amortization of the warrant related debt discount for the year ended December 31, 2014. There was no interest expense forthe amortization of the warrant related debt discount for the year ended December 31, 2016 and 2015 . There was no unamortized debt discount balance as ofDecember 31, 2016 and 2015 .Additionally, the Company made interest payments on the Essex Notes in the amount $0.4 million for year ended December 31, 2014. There was no interestexpense recorded on the Essex Notes for the years ended December 31, 2016 and 2015 . Under the financing obligation with Essex Capital, the Company recordedinterest expense of $1.1 million and $1.2 million for the years ended December 31, 2016 and 2015 , respectively.10. Convertible Notes, Warrants, and Related Derivatives2013 Convertible Notes, Common Stock Warrants, and Related DerivativesIn October 2013, the Company entered into a convertible promissory note and warrant agreement, referred to as the 2013 Notes, to borrow up to $30.0million . The Company borrowed $19.4 million in the fourth quarter of 2013. In January 2014, the Company issued an additional $4.3 million in 2013 Notes. InFebruary 2014, in connection with the Company’s IPO, the 2013F-20Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)Notes with a principal amount, accrued interest through the date of the IPO, remaining interest due through October 7, 2014, and derivative liability totaling $26.2million converted into 1,637,846 shares of the Company’s common stock.In connection with the issuance of the 2013 Notes, the Company issued warrants to purchase 409,450 shares of common stock, which were net exercised for405,594 shares of common stock upon the IPO.Additionally, the 2013 Notes had conversion and redemption features which were determined to be embedded derivatives, requiring bifurcation and separatefair value accounting. Immediately prior to the conversion, the Company determined that the fair value of the derivative liabilities associated with the convertiblenotes was reduced to $1.9 million , the value of interest due to note holders from the date of the IPO through the maturity date of the loan in October 2014.Upon the conversion of the 2013 Notes into shares of common stock, the Company applied extinguishment accounting resulting in a loss of $8.3 million . Asof the date of conversion, the Company was in compliance with all covenants in the 2013 Notes.During the three months ended March 31, 2014, the Company recognized non-cash interest expense of $9.6 million related to the 2013 Notes, includingamortization of warrant-related debt discount of approximately $0.4 million up to the date of conversion, amortization of the derivative-related debt discount of$0.6 million up to the date of conversion, accrued interest of $0.3 million up to the date of conversion and a loss on extinguishment of $8.3 million uponconversion of the 2013 Notes into common stock.11. Interest ExpenseInterest expense, includes cash and non-cash components with the non-cash components consisting of (i) interest recognized from the amortization of debtissuance costs, which were capitalized on the Consolidated Balance Sheets, that are generally derived from cash payments related to the issuance of convertiblenotes and notes payable, (ii) interest recognized from the amortization of debt discounts, which were capitalized on the Condensed Consolidated Balance Sheets,derived from the issuance of warrants and derivatives issued in conjunction with convertible notes and notes payable, (iii) interest recognized on the 2013convertible notes, or 2013 Notes, which was not paid but instead converted into shares of common stock, (iv) interest capitalized for assets constructed for use inoperations, (v) interest related to the extinguishment of debt, which is classified as a gain or loss on debt extinguishments, and (vi) effective interest recognized onthe financing obligation. The capitalized amounts related to the debt issuance costs and debt discounts are generally amortized to interest expense over the term ofthe related debt instruments.The interest expense by cash and non-cash components is as follows (in thousands): Year Ended December 31, 2016 2015 2014Interest expense Cash related interest expense (1)$(676) $(802) $(1,182) Non-cash interest expense Non-cash interest expense — debt issuance costs— (39) (203)Non-cash interest expense — warrant and derivative related debt discounts— (5) (650)Non-cash interest expense — convertible notes— — (1,250)Loss on extinguishment of 2013 Notes— — (8,331)Effective interest on financing obligation(406) (344) (28)Capitalized interest expense (2)— — 972Total non-cash interest expense(406) (388) (9,490) Total interest expense$(1,082) $(1,190) $(10,672) (1)Cash related interest expense included interest payments to Hercules Notes Payable and Essex Notes.(2)Interest expense capitalized pursuant to Accounting Standards Codification Topic 835, Interest .F-21Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)12. Commitments and ContingenciesFacility LeaseIn January 2010, the Company entered into a non-cancelable facility lease that requires monthly payments through January 2022. We expect to use thisfacility for research, manufacturing, commercial and administrative functions. In February 2014, the Company extended the term of the Lease by thirty-six ( 36 ) months to January 2025. As part of this agreement, the Lessor providedthe Company with a tenant improvement allowance during 2014 in an amount not to exceed $3.0 million . Under the terms of the lease agreement, the Companywill make total rent payments of $72.8 million for a period of 15 years commencing in January 2010. This lease was determined to be an operating lease. Thepayments escalate over the term of the lease with the exception of a decrease in payments at the beginning of 2022, however, the Company recognizes the expenseon a straight-line basis over the life of the lease.Rent expense for the years ended December 31, 2016 , 2015 , and 2014 was $5.3 million , $5.3 million , and $5.2 million . As of December 31, 2016 , theaggregate total future minimum lease payments under non-cancelable operating leases were as follows (in thousands): Year Ending December 31, 2017$5,39420185,57820195,76320205,9472021 and thereafter20,644Total payments$43,326Other Milestone-Based CommitmentsThe Company has one remaining obligation to make a future milestone payment to List Laboratories that becomes due and payable on the achievement of acertain regulatory milestone. The Company is obligated to pay royalties to List Laboratories on future sales of botulinum toxin products. The Company also hasone remaining future milestone payment of $4.0 million due and payable to Valeant Pharmaceuticals International, Inc. upon the achievement of regulatoryapproval for RT002 injectable or RT001 topical (Note 5).The Company has obligations to pay Botulinum Toxin Research Associates, Inc. (BTRX) up to $16.0 million upon the satisfaction of specified milestonesrelating to the Company’s product revenue, intellectual property, and clinical and regulatory events (Note 4).On April 11, 2016, the Company entered into an agreement with BioSentinel, Inc. to in-license their technology and expertise for research and developmentand manufacturing purposes. In addition to minimum quarterly use fees, the Company is obligated to make a one-time future milestone payment of $0.3 millionpayable to BioSentinel, Inc. upon the achievement of regulatory approval. The Company accrues for contingencies when it is probable that a loss has been incurredand the amount of loss can be reasonably estimated. The Company expects that contingencies related to regulatory approval milestones will only become probableonce such regulatory outcome is achieved.Purchase CommitmentsThe Company has certain commitments from outstanding purchase orders primarily related to clinical trial development and other costs related to theCompany’s manufacturing facility. These agreements, which total $76.0 million , are cancellable at any time with the Company required to pay all costs incurredthrough the cancellation date.ContingenciesFrom time to time, the Company may have certain contingent liabilities that arise in the ordinary course of business. As of May 2015, the Company becamesubject to a securities class action complaint, captioned City of Warren Police and Fire Retirement System v. Revance Therapeutics Inc., et al, CIV 533635, whichwas filed on behalf of City of Warren Police and Fire Retirement System in the Superior Court for San Mateo County, California against the Company and certainof its directors and executive officers at the time of the June 2014 follow-on public offering, and the investment banking firms that acted as the underwriters in thefollow-on public offering. In general, the complaint alleges that the defendants misrepresented the then-present status of the RT001 topical clinical program andmade false and misleading statements regarding the formulation, manufacturing and efficacy of its drug candidate, RT001 topical, for the treatment of crow's feetat the time of the follow-on public offering. The complaint has been brought as a purported class action on behalf of those who purchasedF-22Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)common stock in the follow-on public offering and seeks unspecified monetary damages and other relief. On October 31, 2016, executed a stipulation of settlement("the Stipulation"). Under the Stipulation, in exchange for a release of all claims by the plaintiff class, the Company has agreed to settle the litigation. TheStipulation maintains that the defendants, including the Company, deny all wrongdoing and liability related to the litigation. Plaintiff’s counsel filed a motion forpreliminary approval of the settlement on November 11, 2016 and hearing regarding preliminary approval was set for January 6, 2017. On January 6, 2017, theCourt issued an order (the “Order”) preliminarily approving the settlement proposed in the Stipulation by and among the plaintiff class and all named defendants inthe Action, including the Company ("the Settlement"), and directing that notice of the proposed settlement be given to all members of the plaintiff class. The Courtscheduled a hearing (“Settlement Fairness Hearing”) on May 19, 2017 to, among other things, make a final determination whether the Settlement is fair, reasonableand adequate and should be approved by the Court. The Stipulation and the Settlement remain subject to approval by the Court and certain other conditions.The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonablyestimated. As a result of the Settlement, proposed in the Stipulation, the Company has accrued for a loss contingency and recorded an undiscounted liability of $6.4million , which is included in Accruals and other current liabilities on the Consolidated Balance Sheet. The Company also recorded an undiscounted receivable of$5.9 million , the amount it expects to recover from its insurance policies, within Prepaid expenses and other current assets on its Consolidated Balance Sheet. InJanuary 2017, the Company paid $0.5 million and its insurance company paid $5.9 million , both of which will be held in escrow until finalization of thesettlement.This litigation, including the proposed settlement, remains subject to uncertainty, and the actual defense and disposition costs may depend upon manyunknown factors. Therefore, there can be no assurance that this litigation will not have a material adverse effect on our business, results of operations, financialposition or cash flows. IndemnificationThe Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies,holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret,copyright, patent or other intellectual property infringement claim by any third party with respect to its technology. The term of these indemnification agreementsis generally perpetual after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make underthese agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made. The Companyhas not incurred costs to defend lawsuits or settle claims related to these indemnification agreements.The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify them against liabilitiesthat may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual.No amounts associated with such indemnifications have been recorded to date, except as noted above.13. Common StockAs of December 31, 2016 , the Company was authorized to issue up to 95,000,000 shares of par value $0.001 per share common stock.As of December 31, 2016 and 2015 , the Company had no shares of common stock subject to repurchase. The Company has also issued shares of commonstock as a result of stock option exercises throughout its existence. Common stockholders are entitled to dividends when and if declared by the Board of Directorssubject to the prior rights of the preferred stockholders. The holder of each share of common stock is entitled to one vote. The common stockholders voting as aclass are entitled to elect one member to the Company’s Board of Directors. As of December 31, 2016 , no dividends have been declared.The Company had reserved shares of common stock, on an as if converted basis, for issuance as follows:F-23Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued) As of December 31, 2016 2015Issuances under stock incentive plans689,492 273,948Issuances upon exercise of common stock warrants61,595 61,595Issuances under employee stock purchase plan658,480 396,660Issuances under inducement plan417,087 449,889 1,826,654 1,182,09214. Convertible Preferred StockUpon completion of the Company’s IPO in February 2014, all shares of convertible preferred stock were converted into 8,689,999 shares of common stock ata ratio of 1 :1. The par value of convertible preferred stock is $0.001 per share. As of December 31, 2016 and 2015 , the Company had 5,000,000 shares authorizedand no preferred stock issued and outstanding.15. WarrantsIn January 2014, in connection with the Company’s issuance of notes payable to Essex Capital (Note 9), the Company issued warrants to purchase 12,345shares of Series E-5 convertible preferred stock. In February 2014, two holders of preferred stock warrants exercised their put options to sell 22,856 warrants at anexercise price equal to the average fair value of the Company’s stock price for 5 days preceding the exercise. The Company recorded a loss on cash settlement of$1.4 million as a result of this exercise. Upon completion of the IPO, all outstanding warrants to purchase Series E convertible preferred stock, excluding the22,856 warrants that were exercised, converted into 173,975 warrants to purchase common stock at prices ranging from $14.95 per share to $31.50 per share,expiring in 2018 through 2021. As of December 31, 2016 and 2015 , the Company had no convertible preferred stock warrants outstanding.In January 2014, the Company issued warrants to purchase 72,248 shares of common stock in connection with the issuance of the most recent round of the2013 Notes (Note 10). In February 2014, following the completion of the Company’s IPO, all outstanding common stock warrants net exercised into 1,158,443shares of common stock. In May 2014, warrants to purchase 20,066 shares of common stock were net exercised into 10,613 shares of common stock. In December2014, the Company issued Essex Capital 44,753 common stock warrants with an exercise price of $14.40 in connection with the First Amendment to the Loan andLease Agreement as discussed in Note 8. The fair value was determined to be $0.4 million upon issuance. The fair value of the warrants upon issuance wasdetermined using a Black-Scholes option-pricing model with the following assumptions: expected volatility of 53% , contractual term of 4 years and risk-free rateof 1.4% . The fair value of the common stock warrants was recorded to additional paid-in capital upon issuance.In the fourth quarter of 2015, three holders of common stock warrants net exercised warrants to purchase 137,067 shares into 68,993 shares of common stockat exercise prices ranging from $14.40 to $22.43 .As of both December 31, 2016 and 2015 , the Company had warrants to purchase 61,595 shares of common stock outstanding with a weighted averageexercise price of $16.78 and with exercise prices ranging from $14.40 to $31.50 .16. Net Loss per Share Attributable to Common StockholdersThe following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders for the years endedDecember 31, 2016 , 2015 , and 2014 (in thousands, except for share and per share amounts): F-24Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued) Year Ended December 31, 2016 2015 2014Net loss attributable to common stockholders, basic and diluted$(89,270) $(73,476) $(62,917)Net loss per share attributable to common stockholders Basic and Diluted$(3.18) $(3.02) $(3.24)Weighted-average shares used in computing net loss per share attributable to commonstockholders: Basic and Diluted28,114,784 24,340,466 19,391,523 The following common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including themwould have been antidilutive: As of December 31, 2016 2015 2014Stock options2,790,646 2,420,105 1,818,323Common stock warrants61,595 61,595 198,662Unvested restricted stock awards416,229 315,600 251,32517. Stock Option PlanEquity Incentive PlansOn January 23, 2014, the stockholders' approved the adoption of the 2014 Equity Incentive Plan, or 2014 EIP. Initially, the aggregate number of shares ofcommon stock that may be issued pursuant to stock awards under the 2014 EIP will not exceed 1,000,000 shares. The number of shares of common stock reservedfor issuance under the Company’s 2014 EIP will automatically increase on January 1 of each year, beginning on January 1, 2015, and continuing through andincluding January 1, 2024, by 4% of the total number of shares of the Company’s capital stock outstanding on December 31 of the preceding calendar year or alesser number of shares determined by the Company’s Board of Directors. The maximum number of shares that may be issued upon the exercise of ISOs under theCompany’s 2014 EIP is 2,000,000 shares. The 2014 EIP provides for the grant of incentive stock options, or ISOs, non-statutory stock options, or NSOs, stockappreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, and other forms of equity compensation, all of whichmay be granted to employees, including officers, non-employee directors and consultants of the Company and its affiliates. Additionally, the 2014 EIP provides forthe grant of performance cash awards. ISOs may be granted only to employees. All other awards may be granted to employees, including officers, and to non-employee directors and consultants. Under the 2014 EIP, options may be granted with different vesting terms from time to time, but not to exceed 10 years fromthe date of grant. Upon the effectiveness of the 2014 Plan, the Company ceased granting any equity awards under the 2012 Equity Incentive Plan and any cancelledor forfeited shares under the 2012 and 2002 Equity Incentive Plans will be retired.On January 1, 2016 , the number of shares of common stock reserved for issuance under the Company’s 2014 Equity Incentive Plan, or 2014 EIP,automatically increased by 4% of the total number of shares of the Company’s common stock outstanding on December 31, 2015 , or 1,131,538 shares. During theyear ended December 31, 2016 , the Company granted stock options for 839,800 shares of common stock and 299,900 restricted stock awards under the 2014 EIP,including a stock option grants for 74,000 shares to non-employee directors. As of December 31, 2016 , there were 689,492 shares available for issuance under the2014 EIP.2014 Inducement PlanOn August 26, 2014, the Company’s Board of Directors authorized the adoption of the 2014 Inducement Plan, or 2014 IN, which became effectiveimmediately. Stockholder approval of the 2014 IN was not required pursuant to Rule 5635 (c)(4) of the NASDAQ Listing Rules. The 2014 IN reserves 325,000shares of common stock and provides for the grant of NSOs that will be used exclusively for grants to individuals that were not previously employees or directorsof the Company, as an inducement material to the individual’s entry into employment with the Company. On December 14, 2015, the Company’s Board ofDirectors authorized an additional 500,000 shares of common stock to be reserved for issuance under the 2014 IN. Under the 2014 IN, options may be granted withdifferent vesting terms from time to time, but not to exceed 10 years from the date of grant. During the year ended December 31, 2016 , the Company granted stockoptions for 110,000 shares of commonF-25Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)stock and 15,000 restricted stock awards under the 2014 IN. As of December 31, 2016 , there were 417,087 shares available for issuance under the 2014 IN.Under the 2014 EIP and the 2014 IN plan, restricted stock awards typically vest annually over 1 , 3 , or 4 years , while options typically vest over four years ,either with 25% of the total grant vesting on the first anniversary of the option grant date and 1/36th of the remaining grant vesting each month thereafter or 1/48thvesting monthly. F-26Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)The following summary of stock option and restricted stock award activity, excluding 2014 IN, for the periods presented is as follows: Number ofSharesAvailablefor Grant Number ofSharesUnderlyingOutstandingOptions WeightedAverageExercisePrice PerShare WeightedAverageRemainingContractualLife (inYears) AggregateIntrinsicValue (In thousands)Balance as of December 31, 2013202,558 1,213,065 $7.65 — $—Additional shares reserved1,000,000 — — Options granted(728,349) 728,349 30.21 Restricted stock awards granted(212,450) 212,450 — Options exercised— (238,999) 5.96 Options cancelled/forfeited14,600 (14,600) 26.89 Restricted stock awards forfeited4,500 (4,500) — Shares cancelled/retired under 2002/2012 plans(189,225) (9,617) — Balance as of December 31, 201491,634 1,886,148 17.90 Additional shares reserved950,978 — — Options granted(747,338) 747,338 18.94 Restricted stock awards granted(169,336) 169,336 — Options exercised— (205,735) 11.84 Options cancelled/forfeited116,540 (116,540) 21.33 Restricted stock awards forfeited24,306 (24,306) — Restricted stock awards released— (74,755) — Shares cancelled/retired under 2002/2012 plans(19,276) — — Shares traded for taxes26,440 — — Balance as of December 31, 2015273,948 2,381,486 18.36 Additional shares reserved1,131,538 — — Options granted(839,800) 839,800 16.72 Restricted stock awards granted(299,900) 299,900 — Options exercised— (131,752) 10.67 Options cancelled/forfeited320,084 (320,084) 21.77 Restricted stock awards forfeited80,333 (80,333) — Restricted stock awards released— (124,344) — Shares cancelled/retired under 2002/2012 plans— (38,829) 8.92 Shares traded for taxes23,289 — — Balance as of December 31, 2016689,492 2,825,844 $17.92 7.2 $13,028Options vested and expected to vest as of December 31,2016 2,405,626 $17.90 7.2 $12,854Exercisable as of December 31, 2016 1,387,955 $17.35 6.2 $8,904The intrinsic values of outstanding, vested and exercisable options were determined by multiplying the number of shares by the difference in exercise priceof the options and the fair value of the common stock as of December 31, 2016 .F-27Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)The total intrinsic values of options exercised as of December 31, 2016 , 2015 and 2014 of $1.3 million , $4.6 million and $2.6 million were determined bymultiplying the number of shares by the difference in exercise price of the options and the fair value of the common stock as of December 31, 2016 , 2015 , and2014 of $20.70 , $34.16 and $16.94 per share.The following table summarizes the stock option activity for the 2014 IN is as follows: Number of Shares Available for Grant Number of Shares Underlying Outstanding Options andAwards Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value (In thousands)Shares reserved325,000 — $— — $—Options granted(140,125) 140,125 $22.52 Restricted stock awards granted(43,375) 43,375 $— Outstanding as of December 31, 2014141,500 183,500 $22.52 Additional shares reserved500,000 Options granted(206,250) 206,250 $36.32 Restricted stock awards granted(34,375) 34,375 — Option forfeitures29,531 (29,531) $22.97 Restricted stock award forfeitures9,843 (9,843) $— Awards released— (30,532) $— Traded for taxes9,640 — $— Outstanding as of December 31, 2015449,889 354,219 $31.46 Options granted(110,000) 110,000 $18.37 Restricted stock awards granted(15,000) 15,000 — Option forfeitures88,594 (88,594) $22.97 Restricted stock award forfeitures— — $— Restricted stock awards released— (9,594) $— Traded for taxes3,604 — $— Outstanding as of December 31, 2016417,087 381,031 $29.43 9.0 $269Options vested and expected to vest as of December 31,2016 332,517 $29.44 9.0 $263Exercisable as of December 31, 2016 63,937 $33.19 8.7 $7F-28Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)The following table summarizes information with respect to stock options outstanding and currently exercisable as of December 31, 2016 : Options Outstanding OptionsExercisableExercise PriceNumber ofOptions Weighted-AverageRemainingContractual Life(In Years) $0.45 - 6.6063,372 3.5 63,372$8.70469,601 5.8 431,542$8.85 - 14.04283,704 8.0 108,612$14.29 - 16.1585,197 8.4 31,476$16.23312,635 7.5 162,733$16.30 - 17.0578,800 8.9 22,791$17.12345,133 8.4 89,021$17.17 - 20.32280,100 9.0 31,080$20.42 - 31.77252,345 7.4 174,429$32.22 - 39.57619,759 7.3 336,836 2,790,646 1,451,892The following table summarizes information with respect to restricted stock awards outstanding as of December 31, 2016 : Number of Awards Available for Grant Weighted-AverageGrant-Date Fair Value Aggregate Intrinsic Value (In thousands)Outstanding as of December 31, 2013— $— $—Granted255,825 29.47 —Vested— — —Forfeited(4,500) 26.89 —Outstanding as of December 31, 2014251,325 $29.51 $—Granted203,711 21.55 —Vested(105,287) 27.79 —Forfeited(34,149) 22.77 —Outstanding as of December 31, 2015315,600 $25.67 $—Granted314,900 17.16 —Vested(133,938) 26.41 —Forfeited(80,333) 20.35 —Outstanding as of December 31, 2016416,229 $20.02 $8,616Stock Options Granted to Employees and Non-employee DirectorsDuring the years ended December 31, 2016 , 2015 and 2014 , the Company granted stock options to employees and non-employee directors to purchaseshares of common stock with a weighted-average grant date fair value of $16.91 , $22.70 and $29.31 per share. As of December 31, 2016 , 2015 and 2014 , therewas total unrecognized compensation cost for outstandingF-29Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)stock options and restricted stock awards of $19.6 million , $21.5 million and $19.1 million to be recognized over a period of approximately 2.7 years , 2.8 years ,and 3.0 years , respectively.The fair value of the employee and non-employee director stock options was estimated using the Black-Scholes option-pricing model with the followingweighted-average assumptions: Year Ended December 31, 2016 2015 2014Expected term (in years)6.0 6.0 6.0Expected volatility61.9% 62.2% 57.4%Risk-free interest rate1.4% 1.6% 1.9%Expected dividend rate0.0% 0.0% 0.0%Fair Value of Common Stock . The fair value of the shares of common stock is based on the Company's stock price. Prior to the IPO, the fair value of theshares of common stock underlying the stock options has historically been determined by the Board of Directors. Because there was no public market for theCompany’s common stock, the Board of Directors has determined fair value of the common stock at the time of grant of the option by considering a number ofobjective and subjective factors including valuation of comparable companies, sales of convertible preferred stock to unrelated third parties, operating and financialperformance, the lack of liquidity of capital stock, and general and industry specific economic outlook, amongst other factors.Expected Term . The expected term for employees and non-employee directors is based on the simplified method, as the Company’s stock options have thefollowing characteristics: (i) granted at-the-money; (ii) exercisability is conditioned upon service through the vesting date; (iii) termination of service prior tovesting results in forfeiture; (iv) limited exercise period following termination of service; and (v) options are non-transferable and non-hedgeable, or “plain vanilla”options, and the Company has limited history of exercise data. The expected term for non-employees is based on the remaining contractual term.Expected Volatility . Since the Company was a private entity with no historical data regarding the volatility of its common stock, the expected volatility usedis based on volatility of a group of similar entities. In evaluating similarity, the Company considered factors such as industry, stage of life cycle and size. TheCompany will continue to analyze the historical stock price volatility and expected term assumptions as more historical data for the Company’s common stockbecomes available.Risk-Free Interest Rate . The risk-free interest rate is based on U.S. Treasury constant maturity rates with remaining terms similar to the expected term of theoptions.Expected Dividend Rate . The Company has never paid any dividends and does not plan to pay dividends in the foreseeable future, and, therefore, used anexpected dividend rate of zero in the valuation model.Forfeitures. The Company is required to estimate forfeitures at the time of grant, and revise those estimates in subsequent periods if actual forfeitures differfrom those estimates. The Company uses historical data to estimate pre-vesting option forfeitures and record stock based compensation expense only for thoseawards that are expected to vest. To the extent actual forfeitures differ from the estimates, the difference will be recorded as a cumulative adjustment in the periodthat the estimates are revised.Stock Options Granted to ConsultantsDuring the year ended December 31, 2016 , the Company did not grant options to purchase shares of common stock to consultants; however, grants toconsultants were made prior to 2015.Stock-based compensation expense related to stock options granted to consultants (other than non-employee directors) is recognized as the stock options areearned. During the year ended December 31, 2014 , the Company granted options to purchase 13,333 shares of common stock to consultants with a weighted-average exercise price of $15.45 per share.Stock-based compensation expense related to stock options granted to consultants is recognized as the stock options are earned. The Company believes thatthe fair value of the stock options is more reliably measurable than the fair value of servicesF-30Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)received. The fair value of the stock options vested is calculated at each reporting date using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended December 31, 2016 2015 2014Expected term (in years)7.3 8.2 7.3Expected volatility68.9% 73.0% 56.1%Risk-free interest rate1.7% 2.0% 2.1%Expected dividend rate0.0% 0.0% 0.0% 2014 Employee Stock Purchase PlanOn January 22, 2014, the Company’s Board of Directors authorized the adoption of the 2014 Employee Stock Purchase Plan, or 2014 ESPP, which becameeffective after adoption and approval by the Company’s stockholders on January 23, 2014. The maximum number of shares of common stock that may be issuedunder the Company’s 2014 ESPP was initially 200,000 shares. The number of shares of common stock reserved for issuance under the Company’s 2014 ESPPwill automatically increase on January 1 of each year, beginning on January 1, 2015 and ending on and including January 1, 2024, by the lesser of (i) 1% of thetotal number of shares of common stock outstanding on December 31 of the preceding calendar year, (ii) 300,000 shares of common stock or (iii) such lessernumber of shares of common stock as determined by the Company’s Board of Directors. Shares subject to purchase rights granted under the Company’s 2014ESPP that terminate without having been exercised in full will return to the 2014 ESPP reserve and will not reduce the number of shares available for issuanceunder the Company’s 2014 ESPP. The 2014 ESPP is intended to qualify as an “employee stock purchase plan,” or ESPP, under Section 423 of the InternalRevenue Code of 1986 with the purpose of providing employees with an opportunity to purchase the Company’s common stock through accumulated payrolldeductions.On January 1, 2016 , the number of shares of common stock reserved for issuance under the Company’s 2014 Employee Stock Purchase Plan, or 2014 ESPP,automatically increased by 1% of the total number of shares of the Company’s capital stock outstanding on December 31, 2015 , or 282,884 shares. As ofDecember 31, 2016 , there were 658,480 shares available for issuance under the 2014 ESPP. For the year ended December 31, 2016 , the Company recorded stock-based compensation expense of $0.1 million and issued 21,064 shares of common stock to employees under the 2014 ESPP.The fair value of the option component of the shares purchased under the 2014 ESPP was estimated using the Black-Scholes option-pricing model with thefollowing weighted-average assumptions: Year Ended December 31, 2016 2015Expected term (in years)0.5 0.5Expected volatility72.0% 63.4%Risk-free interest rate0.4% 0.2%Expected dividend rate—% —%Fair Value of Common Stock . The fair value of the shares of common stock is based on the Company’s stock price.Expected Term . The expected term is based on the term of the purchase period under the 2014 ESPP.Expected Volatility . Since the Company was a private entity with little historical data regarding the volatility of its common stock, the expected volatilityused is based on volatility of a group of similar entities. In evaluating similarity, the Company considered factors such as industry, stage of life cycle and size. TheCompany will continue to analyze the historical stock price volatility and expected term assumptions as more historical data for the Company’s common stockbecomes available.Risk-Free Interest Rate . The risk-free interest rate is based on U.S. Treasury constant maturity rates with remaining terms similar to the expected term.Expected Dividend Rate . The Company has never paid any dividends and does not plan to pay dividends in the foreseeable future, and, therefore, used anexpected dividend rate of zero in the valuation model.F-31Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)Total Stock-Based CompensationTotal stock-based compensation expense related to options, awards, and ESPP to employees and non-employees was allocated as follows (in thousands): Year Ended December 31,2016 2015 2014Research and development$5,557 $6,511 $2,357General and administrative6,396 5,877 4,173Total stock-based compensation expense$11,953 $12,388 $6,530There were no capitalized stock-based compensation costs or recognized stock-based compensation tax benefits during the years ended December 31, 2016 ,2015 , and 2014 .During 2015 and 2016, the Company modified certain equity awards, resulting in an acceleration of vesting for a portion of such awards as a result oftermination of service. The acceleration in vesting of the unvested awards resulted in a Type III modification, which occurs when there is a change from animprobable to probable vesting condition. The Company recognized the incremental fair value, which was equal to the fair value of the awards on the modificationdate, and recognized the stock-based compensation over the remaining requisite service period. During the year ended December 31, 2016 and 2015, the Companyrecorded $0.2 million and $2.4 million , respectively, of stock-based compensation expense in connection with these modifications.18. Income TaxesSince inception, the Company has only generated pretax losses in the United States and has not generated any pretax income or loss outside of the UnitedStates. The Company did not record a provision (benefit) for income taxes for the years ended December 31, 2016 , 2015 , and 2014 . Significant components ofthe Company’s deferred tax assets as of December 31, 2016 and 2015 consist of the following (in thousands): Year Ended December 31, 2016 2015Deferred tax assets: Net operating loss carryforward$139,647 $115,949Accruals and reserves2,433 2,371Stock based compensation4,805 3,367Tax credits4,053 3,311Fixed and intangible assets8,209 4,935Valuation Allowance(159,147) (129,933)Net deferred tax assets$— $—Reconciliations of the statutory federal income tax (benefit) to the Company’s effective tax for the years ended December 31, 2016 , 2015 , and 2014 are asfollows (in thousands): F-32Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued) Year Ended December 31, 2016 2015 2014Tax (benefit) at statutory federal rate$(30,352) $(24,982) $(21,392)State Tax (benefit) — net of federal benefit— — 79Nondeductible/nontaxable items832 224 660Debt discount— — 756Research and development credits(544) (516) 3,137Other11 607 537Change in valuation allowance$30,053 $24,667 $16,226Provision for taxes$— $— $3 The valuation allowance is determined using an assessment of both negative and positive evidence. Based on the available objective evidence and theCompany’s history of losses management believes it is more likely than not that the net deferred tax assets will not be realized. The Company has established avaluation allowance to offset deferred tax assets as of December 31, 2016 and 2015 due to the uncertainty of realizing future tax benefits from its net operating losscarryforwards and other deferred tax assets. The valuation allowance increased by $29.2 million and $25.2 million during the years ended December 31, 2016 and2015 , respectively. The valuation allowance increased primarily due to an increase in the net operating loss carryforwards incurred during the taxable years.During the year ended 2015, the Company performed an analysis of the fixed and intangible assets and NOL carry forwards to assess whether an additionalcarryforward may be available to offset future taxable income. Based on this analysis, the Company corrected the fixed and intangible assets to $5.2 million andthe NOL carryforward to $92.9 million as of December 31, 2014. The fixed and intangible assets and the NOL carryforward were previously presented in ourannual report on Form 10-K for year ended December 31, 2014 as $1.7 million and $93.3 million , respectively.As of December 31, 2016 , the Company had net operating loss carryforwards available to reduce future taxable income, if any, for Federal, California, andNew Jersey income tax purposes of $387.7 million , $163.8 million , and $313.3 million , respectively. If not utilized, the Federal net operating loss carryforwardbegin expiring in 2020, the California net operating loss carryforwards began expiring in 2010, and the New Jersey state net operating loss carryforwards beginexpiring in 2030. The Company recognizes excess tax benefits associated with the exercise of stock options directly to stockholders’ equity only when realized.The net operating loss related deferred tax assets do not include excess tax benefits from employee stock option exercises. As of December 31, 2016 , the netoperating loss reported as a deferred tax asset for Federal and State purposes does not include approximately $8.0 million attributable to excess stock optiondeductions. The Company follows with or without method to determine when such net operating loss has been realized.As of December 31, 2016 , the Company also had research and development credit carryforwards of $1.8 million and $5.5 million available to reduce futuretaxable income, if any, for Federal and California state income tax purposes, respectively. If not utilized, the Federal credit carryforwards will begin expiring in2023 and the California credit carryforwards have no expiration date.In general, if the Company experiences a greater than 50 percentage point aggregate change in ownership over a 3-year period (a Section 382 ownershipchange), utilization of its pre-change NOL carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code (California and NewJersey have similar laws). The annual limitation generally is determined by multiplying the value of the Company’s stock at the time of such ownership change(subject to certain adjustments) by the applicable long-term tax-exempt rate. Such limitations may result in expiration of a portion of the NOL carryforwardsbefore utilization. The Company determined that an ownership change occurred on April 7, 2004 but that all carryforwards can be utilized prior to the expiration.The Company also determined that an ownership change occurred in February 2014. As a result of the 2014 change, approximately $1.4 million of federal netoperating loss carryforwards and $4.8 million of federal research and development, or R&D, credits are expected to expire unused. During the year endedDecember 31, 2014, the Company derecognized $1.4 million of federal NOLs and $4.8 million of federal R&D credits. Since the R&D credits for California carryover indefinitely, there was no change to the California R&D credits. The Company has reviewed its IRC §382 limitation through December 31, 2016 and have notidentified any ownership changes resulting in a limitation.The ability of the Company to use its remaining NOL carryforwards may be further limited if the Company experiences a Section 382 ownership change as aresult of future changes in its stock ownership.F-33Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)The Company follows the provisions of FASB’s guidance for accounting for uncertain tax positions. The guidance prescribes a comprehensive model for therecognition, measurement, presentation and disclosure in financial statements of any uncertain tax positions that have been taken or expected to be taken on a taxreturn. No liability related to uncertain tax positions is recorded in the financial statements due to the fact the liabilities have been netted against deferred attributecarryovers. It is the Company’s policy to include penalties and interest related to income tax matters in income tax expense.The unrecognized tax benefit was $1.8 million and $1.5 million at December 31, 2016 and December 31, 2015 , respectively. The Company does not expectthat its uncertain tax positions will materially change in the next twelve months. No liability related to uncertain tax positions is recorded on the financialstatements. During the year ending December 31, 2016 , the amount of unrecognized tax benefits increased due to additional research and development creditsgenerated for prior periods. The additional uncertain tax benefits would not impact the Company’s effective tax rate to the extent that the Company continues tomaintain a full valuation allowance against its deferred tax assets.The unrecognized tax benefit was as follows (in thousands): Unrecognized tax benefitsBalance as of December 31, 2013$2,288Decrease for prior tax positions(1,216)Additions for current tax positions196Balance as of December 31, 20141,268Additions for prior tax positions10Additions for current tax positions259Balance as of December 31, 20151,537Additions for prior tax positions9Additions for current tax positions273Balance as of December 31, 2016$1,819The Company files income tax returns in the United States, California, and in New Jersey. The Company is not currently under examination by income taxauthorities in federal, state or other jurisdictions. All tax returns will remain open for examination by the federal and state authorities for three and four years,respectively, from the date of utilization of any net operating loss or tax credits.19. Defined Contribution PlanThe Company sponsors a defined contribution plan under Section 401(k) of the Internal Revenue Code covering substantially all employees over the age of18 years. Contributions made by the Company are voluntary and are determined annually by the Board of Directors on an individual basis subject to the maximumallowable amount under federal tax regulations. The Company has made no contributions to the plan through December 31, 2016.20. Subsequent Events2014 EIP Stock Option and Awards GrantsOn January 26, 2017, the Company granted 485,875 stock options and 187,300 restricted stock awards under the 2014 EIP to employees. The aggregategrant date fair value is estimated to be $9.6 million .F-34Table of ContentsREVANCE THERAPEUTICS, INC.Notes to Consolidated Financial Statements — (Continued)21. Quarterly Results of Operations (Unaudited)The following amounts are in thousands, except per share amounts: For the Quarters Ended March 31, June 30, September 30, December 31, 2016Revenue$75 $75 $75 $75Loss on Impairment$— $(1,949) $— $(7,111)Net loss$(19,888) $(24,602) $(17,978) $(26,802)Net loss attributable to common stockholders: Basic and Diluted$(19,888) $(24,602) $(17,978) $(26,802)Net loss per share attributable to common stockholders: Basic and Diluted$(0.71) $(0.88) $(0.64) $(0.95) 2015Revenue$75 $75 $75 $75Net loss$(15,402) $(16,805) $(19,175) $(22,094)Net loss attributable to common stockholders: Basic and Diluted$(15,402) $(16,805) $(19,175) $(22,094)Net loss per share attributable to common stockholders: Basic and Diluted$(0.65) $(0.71) $(0.81) $(0.83) F-35Table of ContentsSIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized, in the City of Newark, State of California on the 28 th day of February, 2017. REVANCE THERAPEUTICS, INC. By: /s/ L. Daniel Browne L. Daniel Browne President and Chief Executive OfficerPOWER OF ATTORNEYKNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints L. Daniel Browne and Lauren P.Silvernail, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in his or her name in anyand all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents inconnection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority todo and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he or she might or could do inperson, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, his or her substitute or substitutes, may lawfully do or cause tobe done by virtue hereof.Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf ofthe Registrant and in the capacities and on the dates indicated. SignaturesTitleDate /s/ L. Daniel BrownePresident, Chief ExecutiveFebruary 28, 2017L. Daniel BrowneOfficer and Director (Principal Executive Officer) /s/ Lauren P. SilvernailChief Financial Officer andFebruary 28, 2017Lauren P. SilvernailChief Business Officer (Principal Financial and Accounting Officer) /s/ Angus C. RussellDirector, ChairmanFebruary 28, 2017Angus C. Russell /s/ Robert ByrnesDirectorFebruary 28, 2017Robert Byrnes /s/ Ronald W. EastmanDirectorFebruary 28, 2017Ronald W. Eastman /s/ Julian S. GangolliDirectorFebruary 28, 2017Julian S. Gangolli /s/ Phyllis GardnerDirectorFebruary 28, 2017Phyllis Gardner, M.D. Table of ContentsSignaturesTitleDate /s/ Mark A. Prygocki, Sr.DirectorFebruary 28, 2017Mark A. Prygocki, Sr. /s/ Philip J. VickersDirectorFebruary 28, 2017Philip J. Vickers, Ph.D. Table of ContentsEXHIBIT INDEX ExhibitNumber Exhibit Description Form File No. IncorporatedbyReference Exhibit Filing Date FiledHerewith3.1 Amended and Restated Certificate of Incorporation 8-K 001-36297 3.1 February 11, 2014 3.2 Amended and Restated Bylaws S-1 333-193154 3.4 December 31, 2013 4.1 Amended and Restated Investor Rights Agreement,effective as of February 5, 2014, among RevanceTherapeutics, Inc. and certain of its stockholders S-1/A 333-193154 4.3 January 27, 2014 4.2 Form of Common Stock Certificate S-1/A 333-193154 4.4 February 3, 2014 10.1 * Revance Therapeutics, Inc. 2002 Equity Incentive Plan S-1 333-193154 10.1 December 31, 2013 10.2 * Form of Stock Option Agreement and Option GrantNotice for Revance Therapeutics, Inc. 2002 EquityIncentive Plan S-1 333-193154 10.2 December 31, 2013 10.3 * Revance Therapeutics, Inc. Amended and Restated 2012Equity Incentive Plan S-1 333-193154 10.3 December 31, 2013 10.4 * Form of Stock Option Agreement and Option GrantNotice for Revance Therapeutics, Inc. Amended andRestated 2012 Equity Incentive Plan S-1 333-193154 10.4 December 31, 2013 10.5 * Revance Therapeutics, Inc. 2014 Equity Incentive Plan S-1/A 333-193154 10.5 January 27, 2014 10.6 * Form of Restricted Stock Unit Award Agreement andGrant Notice for Revance Therapeutics, Inc. 2014 EquityIncentive Plan 10-K 001-36297 10.6 March 4, 2016 10.7* Form of Stock Option Agreement and Grant Notice forRevance Therapeutics, Inc. 2014 Equity Incentive Plan 10-Q 001-36297 10.3 November 10, 2015 10.8* Form of Restricted Stock Bonus Agreement and GrantNotice for Revance Therapeutics, Inc. 2014 EquityIncentive Plan 10-K 001-36297 10.8 March 4, 2016 10.9* Revance Therapeutics, Inc. 2014 Employee StockPurchase Plan S-1/A 333-193154 10.7 January 27, 2014 10.10* Form of Indemnity Agreement by and between RevanceTherapeutics, Inc. and each of its officers and directors S-1/A 333-193154 10.8 January 27, 2014 10.11 Lease Agreement dated March 31, 2008 by and betweenRevance Therapeutics, Inc. and BMR-GatewayBoulevard LLC S-1 333-193154 10.9 December 31, 2013 10.12 First Amendment to Office Lease dated April 7, 2008 byand between Revance Therapeutics, Inc. and BMR-Gateway Boulevard LLC S-1 333-193154 10.1 December 31, 2013 10.13 Second Amendment to Office Lease and Lease datedMay 17, 2010 by and between Revance Therapeutics, Inc.and BMR-Gateway Boulevard LLC S-1 333-193154 10.11 December 31, 2013 10.14 Third Amendment to Lease, dated February 26, 2014 byand between Revance Therapeutics, Inc. and BMR-Gateway Boulevard LLC 8-K 001-36297 10.35 March 4, 2014 10.15+ License and Service Agreement dated February 8, 2007between Revance Therapeutics, Inc. and List BiologicalLaboratories, Inc. S-1 333-193154 10.15 December 31, 2013 Table of Contents10.16+ First Addendum to the License and Service Agreementdated April 21, 2009 between Revance Therapeutics, Inc.and List Biological Laboratories, Inc. S-1 333-193154 10.16 December 31, 2013 10.17+ Development and Supply Agreement dated December 11,2009 between Revance Therapeutics, Inc. and HospiraWorldwide, Inc. S-1 333-193154 10.18 December 31, 2013 10.18+ First Amendment to Development and Supply Agreementdated May 29, 2013 between Revance Therapeutics, Inc.and Hospira Worldwide, Inc S-1 333-193154 10.2 December 31, 2013 10.19+ Second Amendment to Development and SupplyAgreement dated August 31, 2015 between RevanceTherapeutics, Inc. and Hospira Worldwide, Inc. 10-Q 001-36297 10.1 November 10, 2015 10.20+ Manufacture and Development Agreement dated May 20,2013 between Revance Therapeutics, Inc. and AmericanPeptide Company, Inc. S-1 333-193154 10.19 December 31, 2013 10.21 Loan and Lease Agreement dated as of December 20,2013 by and between Revance Therapeutics, Inc. andEssex Capital Corporation S-1 333-193154 10.21 December 31, 2013 10.22 First Amendment to Loan and Lease Agreement, datedDecember 17, 2014, by and between RevanceTherapeutics, Inc. and Essex Capital Corporation 8-K 001-36297 10.1 December 22, 2014 10.23 Second Amendment to Loan and Lease Agreement, datedFebruary 26, 2015, by and between RevanceTherapeutics, Inc. and Essex Capital Corporation 10-Q 001-36297 10.4 May 14, 2015 10.24* Revance Therapeutics, Inc. Second Amended andRestated Executive Severance Benefit Plan X10.25* Revance Therapeutics, Inc. Amended and Restated Non-Employee Director Compensation Policy X10.26* Revance Therapeutics, Inc. 2017 Management BonusPlan X10.27* Revance Therapeutics, Inc. Amended and Restated 2014Inducement Plan 8-K 001-36297 99.1 December 14, 2015 10.28* Form of Stock Option Agreement and Grant Notice underAmended and Restated Revance Therapeutics, Inc. 2014Inducement Plan 10-Q 001-36297 10.5 November 10, 2015 10.29* Form of Restricted Stock Agreement and Grant Noticeunder Amended and RestatedRevance Therapeutics, Inc. 2014 Inducement Plan 10-K 001-36297 10.31 March 4, 2016 10.30* Executive Employment Agreement dated December 30,2013 by and between Revance Therapeutics, Inc. and L.Daniel Browne S-1/A 333-193154 10.25 January 27, 2014 10.31* Executive Employment Agreement dated December 31,2013 by and between Revance Therapeutics, Inc. andLauren Silvernail S-1/A 333-193154 10.27 January 27, 2014 10.32* Executive Employment Agreement dated December 14,2015 by and between Revance Therapeutics, Inc. andAbhay Joshi. 10-K 001-36297 10.34 March 4, 2016 10.33 Sales Agreement, dated March 4, 2016, by and betweenRevance Therapeutics, Inc. and Cowen and Company,LLC 8-K 001-36297 10.1 March 7, 2016 Table of Contents21.1 List of Subsidiaries of the Registrant 10-K 001-36297 21.1 March 4, 2016 23.1 Consent of Independent Registered Public AccountingFirm X24.1 Power of Attorney (contained in the signature page tothis Annual Report on Form 10-K) X31.1 Certification of Principal Executive Officer pursuant toRule 13a-14(a) and 15d-14(a) promulgated under theExchange Act X31.2 Certification of Principal Financial Officer pursuant toRule 13a-14(a) and 15d-14(a) promulgated under theExchange Act X32.1† Certification of the Chief Executive Officer pursuantto18 U.S.C. Section 1350 as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002. X32.2† Certification of the Chief Financial Officer pursuant to18 U.S.C. Section 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002 X101.INS** XBRL Instance Document X101.SCH** XBRL Taxonomy Extension Schema Document X101.CAL** XBRL Taxonomy Extension Calculation LinkbaseDocument X101.DEF** XBRL Taxonomy Extension Definition LinkbaseDocument X101.LAB** XBRL Taxonomy Extension Labels LinkbaseDocument X101.PRE** XBRL Taxonomy Extension Presentation LinkbaseDocument X*Indicates a management contract or compensatory plan or arrangement.+Confidential treatment has been granted for portions of this exhibit. Omitted portions have been filed separately with the Securities and ExchangeCommission.†The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and ExchangeCommission and are not to be incorporated by reference into any filing of Revance Therapeutics, Inc. under the Securities Act of 1933, as amended, or theSecurities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation languagecontained in such filing.**Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statementor prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are notsubject to liability under these sections.Exhibit 10.24REVANCE THERAPEUTICS, INC.Second Amended and RestatedEXECUTIVE SEVERANCE BENEFIT PLAN1. INTRODUCTION. This Revance Therapeutics, Inc. Second Amended and Restated Executive Severance Benefit Plan (the “ Plan ”) is established by RevanceTherapeutics, Inc. (the “ Company ”). The Plan was originally adopted by the Board on December 17, 2013; became effective without further action on the IPODate (as defined below)(the “ Effective Date ”); was amended by the Board on May 7, 2015 to clarify that the Plan applies to all stock awards, including withoutlimitation stock options, restricted stock awards and restricted stock units; and was amended by the Board again on February 16, 2017 to extend benefits to SeniorVice President-level and Vice President-level employees.The Plan provides for severance benefits to the Chief Executive Officer, other executive officers, senior vice presidents and vice presidents, and keyemployees of the Company designated by the Board. This document constitutes the Summary Plan Description for the Plan.2. DEFINITIONS. For purposes of the Plan, the following terms are defined as follows:(a) “ Accrued Amounts ” means any unpaid annual base salary accrued through the date of a Participant’s Qualifying Termination and any accrued butunpaid vacation pay.(b) “ Annual Bonus ” means the annual cash bonus that a Participant is eligible to earn, if any, pursuant to the Participant’s Executive EmploymentAgreement with the Company, as it may be amended from time to time.(c) “ Annual Bonus Target ” means a Participant’s Annual Bonus with respect to performance for the year in which the Qualifying Termination occurs,calculated assuming the Participant achieves the maximum possible annual target bonus percentage for that year.(d) “ Board ” means the Board of Directors of the Company.(e) “ Cause ”, as determined by the Board in its sole discretion, means: (i) such Participant’s commission of any felony or any crime involving fraud,dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) such Participant’s attempted commission of, or participation in, a fraudor act of dishonesty against the Company; (iii) such Participant’s intentional, material violation of any contract or agreement between the Participant and theCompany or of any statutory duty owed to the Company; (iv) such Participant’s unauthorized use or disclosure of the Company’s confidential information or tradesecrets; or (v) such Participant’s gross misconduct.(f) “ Change in Control ” shall have the meaning set forth in the Company’s 2014 Equity Incentive Plan. The definition of Change in Control is intendedto conform to the definitions of “change in ownership of a corporation” and “change in ownership of a substantial portion of a corporation’s assets” provided inTreasury Regulation Sections 1.409A-3(i)(5)(v) and (vii).(g) “ Change in Control Termination ” means (i) a Participant’s dismissal or discharge by the Company for a reason other than death, disability, orCause, or (ii) a Resignation for Good Reason, either of which occurs in connection with or within twelve (12) months following the effective date of a Change inControl, provided that any such termination is a Separation from Service. In no event will a Participant’s Separation from Service due to death, disability or Cause,or a resignation by a Participant without Good Reason, constitute a Change in Control Termination.(h) “ COBRA ” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and any analogous provisions of applicable state law.(i) “ Code ” means the Internal Revenue Code of 1986, as amended.(j) “ Common Stock ” means the common stock of the Company.(k) “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.(l) “ IPO Date ” means the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of theCommon Stock, pursuant to which the Common Stock is priced for the initial public offering.(m) “ Monthly Annual Bonus Target ” means a Participant’s Annual Bonus Target, divided by 12.(n) “ Monthly Base Salary ” means the Participant’s annual base salary, ignoring any decrease in annual base salary that forms the basis for a Resignationfor Good Reason, as in effect on the date of the Qualifying Termination, divided by 12.(o) “ Non-Change in Control Termination ” means a Participant’s dismissal or discharge by the Company resulting in a Separation from Service, for areason other than death, disability, or Cause, other than in connection with or within twelve (12) months following the effective date of a Change in Control. In noevent will a Participant’s Separation from Service due to death, disability or Cause, or a resignation by a Participant for any reason, constitute a Non-Change inControl Termination.(p) “ Participant ” means each individual who (i) is employed by the Company as an executive officer, senior vice president, vice president, or keyemployee designated by the Board, and (ii) has received and returned a signed Participation Notice.(q) “ Participation Notice ” means the latest notice delivered by the Company to a Participant informing the Participant that he or she is eligible toparticipate in the Plan, in substantially the form of EXHIBIT A to the Plan.(r) “ Plan Administrator ” means the Board or any committee of the Board duly authorized to administer the Plan. The Plan Administrator may be, but isnot required to be, the Compensation Committee of the Board. The Board may at any time administer the Plan, in whole or in part, notwithstanding that the Boardhas previously appointed a committee to act as the Plan Administrator.(s) “ Qualifying Termination ” means either a Change in Control Termination or a Non-Change in Control Termination.(t) “ Resignation for Good Reason ” means a Participant’s resignation from all positions the Participant then holds with the Company, resulting in aSeparation from Service, within ninety (90) days after the expiration of the cure period set forth below, provided the Participant has given the Board written noticeof the occurrence of any of the following events taken without the Participant’s written consent within thirty (30) days after the first occurrence of such event andthe Company has not cured such event, to the extent curable, within thirty (30) days thereafter:(i) A material reduction in the Participant’s annual base salary, which the Participant and the Company agree is a reduction of at least fifteen percent(15%) of the Participant’s annual base salary (unless pursuant to a salary reduction program applicable generally to the Company’s similarly situated employees);(ii) A material reduction in the Participant’s duties (including responsibilities and/or authorities), provided , however , that, other than with respect to theCompany’s then acting Chief Executive Officer and Chief Financial Officer, a change in job position (including a change in title) shall not be deemed a “materialreduction” in and of itself unless the Participant’s new duties are materially reduced from the prior duties;(iii) Relocation of the Participant’s principal place of employment to a place that increases the Participant’s one-way commute by more than thirty-five(35) miles as compared to the Participant’s then-current principal place of employment immediately prior to such relocation;(iv) any failure by the Company to comply with any material provision of this Plan or any material written contractual obligation to Participant, which (ineither case) adversely affects the Participant;(v) the failure of any successor-in-interest to assume a material obligation of the Company under this Plan or material written contractual obligation toParticipant, which (in either case) adversely affects the Participant.(u) “ Separation from Service ” means a “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h), without regard toany alternative definition thereunder.(v) “ Severance Multiplier ” means:(i) for a Participant who is the Chief Executive Officer of the Company at the time of the Qualifying Termination, (A) fifteen (15), for a Non-Change inControl Termination, and (B) twenty-one (21), for a Change in Control Termination;(ii) for a Participant who is an executive officer of the Company (but not the Chief Executive Officer) or, as applicable, a key employee designated by theBoard, (A) nine (9), for a Non-Change in Control Termination, and (B) twelve (12), for a Change in Control Termination; and(iii) for a Participant who is a senior vice president or vice president of the Company at the time of the Qualifying Termination or, as applicable, a keyemployee designated by the Board, (A) six (6), for a Non-Change in Control Termination, and (B) nine (9), for a Change in Control Termination; and(w) “ Severance Period ” means a period of months commencing on the date of a Participant’s Qualifying Termination, with the number of months beingequal to a Participant’s applicable Severance Multiplier.(x) “ Stock Awards ” means outstanding stock awards for shares of the Company’s common stock granted to a Participant by the governing plandocuments, grant notices and award agreements, including without limitation stock options, restricted stock awards and restricted stock units.3. ELIGIBILITY FOR BENEFITS.(a) Eligibility; Exceptions to Benefits. Subject to the terms and conditions of the Plan, the Company will provide the benefits described in Section 4 tothe affected Participant. A Participant will not receive benefits under the Plan in the following circumstances, as determined by the Plan Administrator, in its solediscretion:(i) The Plan does not provide for duplication (in whole or in part) of benefits with any other agreement or plan. By signing a ParticipationNotice, a Participant is waiving his or her rights under, and terminating those provisions of, any employment agreement or severance agreement with the Companythat provide for benefits on a Qualifying Termination in existence as of the date that the Participant signs such Participation Notice.(ii) The Participant’s employment is terminated by either the Company or the Participant for any reason other than a Qualifying Termination.(iii) The Participant has not entered into the Employee Proprietary Information and Inventions Agreement or any similar or successor document(the “ Proprietary Information Agreement ”).(iv) The Participant has failed to execute and allow to become effective the Release (as defined and described below) within sixty (60) daysfollowing the Participant’s Separation from Service.(v) The Participant has failed to return all Company Property. For this purpose, “ Company Property ” means all paper and electronic Companydocuments (and all copies thereof) created and/or received by the Participant during his or her period of employment with the Company and other Companymaterials and property that the Participant has in his or her possession or control, including, without limitation, Company files, correspondence, emails,memoranda, notes, notebooks, drawings, records, plans, forecasts, reports, studies, analyses, proposals, agreements, financial information, research anddevelopment information, sales and marketing information, operational and personnel information, specifications, code, software, databases, computer-recordedinformation, tangible property and equipment (including, without limitation, leased vehicles, computers, computer equipment, software programs, facsimilemachines, mobile telephones, servers), credit and calling cards, entry cards, identification badges and keys, and any materials of any kind that contain or embodyany proprietary or confidential information of the Company (and all reproductions thereof, in whole or in part). As a condition to receiving benefits under the Plan,a Participant must not make or retain copies, reproductions or summaries of any such Company documents, materials or property and must make a diligent searchto locate any such documents, property and information. If the Participant has used any personally owned computer, server, or e-mail system to receive, store,review, prepare or transmit any Company confidential or proprietary data, materials or information, then within ten (10) business days after the Separation fromService, the Participant must provide the Company with a computer-useable copy of all such information and then permanently delete and expunge suchconfidential or proprietary information from those systems. However, a Participant is not required to return his or her personal copies of documents evidencing theParticipant’s hire, termination, compensation, benefits and stock awards and any other documentation received as a stockholder of the Company. A Participant’sfailure to return Company Property that is neither confidential nor material, such as an identification badge or calling card, will not, in and of itself, disqualify suchParticipant from receiving benefits under the Plan; provided , that any such items of Company Property are subsequently returned to the Company upon request.(vi) The Participant has failed to cooperate fully with the Company in connection with its actual or contemplated defense, prosecution, orinvestigation of any existing or future litigation, arbitrations, mediations, claims,demands, audits, government or regulatory inquiries, or other matters arising from events, acts, or failures to act that occurred during the time period in which theParticipant was employed by the Company (including any period of employment with an entity acquired by the Company). Such cooperation includes, withoutlimitation, being available upon reasonable notice, without subpoena, to provide accurate and complete advice, assistance and information to the Company,including offering and explaining evidence, providing truthful and accurate sworn statements, and participating in discovery and trial preparation and testimony.As a condition of receiving benefits under the Plan, the Participant must also promptly send the Company copies of all correspondence (for example, but notlimited to, subpoenas) received by the Participant in connection with any such legal proceedings, unless the Participant is expressly prohibited by law from sodoing. The Company will reimburse the Participant for reasonable out-of-pocket expenses incurred in connection with any such cooperation (excluding foregonewages, salary, or other compensation) within thirty (30) days after the Participant’s timely presentation of appropriate documentation thereof, in accordance withthe Company’s standard reimbursement policies and procedures, and will make reasonable efforts to accommodate the Participant’s scheduling needs.(b) Termination of Benefits. A Participant’s right to receive benefits under the Plan will terminate immediately if, at any time prior to or during theperiod for which the Participant is receiving benefits under the Plan, the Participant, without the prior written approval of the Plan Administrator:(i) willfully breaches a material provision of the Participant’s Proprietary Information Agreement and/or any obligations of confidentiality, non-solicitation, non-disparagement, no conflicts or non-competition provision set forth in any other agreement between the Company and a Participant (including,without limitation, the Participant’s employment agreement or offer letter) or under applicable law;(ii) encourages or solicits any of the Company’s then current employees to leave the Company’s employ for any reason or interferes in any othermanner with employment relationships at the time existing between the Company and its then current employees; or(iii) induces any of the Company’s then current clients, customers, suppliers, vendors, distributors, licensors, licensees, or other third party toterminate their existing business relationship with the Company or interferes in any other manner with any existing business relationship between the Company andany then current client, customer, supplier, vendor, distributor, licensor, licensee, or other third party.4. PAYMENTS & BENEFITS. Except as may otherwise be provided in a Participant’s Participation Notice, in the event of a Qualifying Termination, theCompany will pay the Participant the Accrued Amounts, if any, on the date of such Qualifying Termination. In addition, subject to Sections 5 and 6 and aParticipant’s continued compliance with the provisions of any agreement with the Company, including, without limitation, the Participant’s ProprietaryInformation Agreement, in the event of a Qualifying Termination, the Participant shall be entitled to the payments and benefits described in this Section 4, subjectto the terms and conditions of the Plan.(a) Cash Severance.(i) Change in Control Termination . Upon a Change in Control Termination, the Participant will receive as severance an amount equal to theproduct of (i) the sum of the Participant’s Monthly Base Salary and Monthly Annual Bonus Target, and (ii) the Participant’s applicable Severance Multiplier (the “Change in Control Cash Severance ”). The Change in Control Cash Severance will be paid in a single lump sum, less all applicable withholdings and deductions;provided , however , that no payments will be made prior to the first business day to occur on or after the 60th day following the date of the Participant’sQualifying Termination.(ii) Non-Change in Control Termination . Upon a Non-Change in Control Termination, the Participant will receive as severance an amountequal to the product of (i) the Participant’s Monthly Base Salary, and (ii) the Participant’s applicable Severance Multiplier (the “ Non-Change in Control CashSeverance ”). The Non-Change in Control Cash Severance will be paid in equal installments on the Company’s regular payroll schedule over the SeverancePeriod, less all applicable withholdings and deductions; provided , however , that no payments will be made prior to the first business day to occur on or after the60th day following the date of the Participant’s Qualifying Termination. On the first business day to occur on or after the 60th day following the date of theParticipant’s Qualifying Termination, the Company will pay the Participant in a lump sum the Non-Change in Control Cash Severance that the Participant wouldhave received on or prior to such date under the original schedule but for the delay while waiting for the 60th day in compliance with Section 409A of the Codeand the effectiveness of the Release referenced in Section 5(a) below, with the balance of the Non-Change in Control Cash Severance being paid as originallyscheduled.(b) COBRA Benefits .(i) If the Participant is eligible and has made the necessary elections for continuation coverage pursuant to COBRA under a health, dental, orvision plan sponsored by the Company, the Company will pay, as and when due directly to the COBRA carrier, the COBRA premiums necessary to continue theCOBRA coverage for the Participant and his or her eligible dependents until the earliest to occur of (i) the end of the applicable Severance Period, (ii) the date onwhich the Participant becomes eligible for coverage under the group health insurance plans of a subsequent employer, and (iii) the date on which the Participant isno longer eligible for continuation coverage under COBRA (such period from the date of the Qualifying Termination through the earliest of (i) through (iii), the “COBRA Payment Period ”).(ii) Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of COBRA premiumshereunder is likely to result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including,without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu ofproviding the COBRA premiums, the Company will instead pay the Participant, on the first day of each month of the remainder of the COBRA Payment Period, afully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings and deductions. To the extent applicable, on thefirst business day to occur on or after the 60th day following the date of the Participant’s Qualifying Termination, the Company will make the first payment underthis Section 4(b)(ii) in a lump sum equal to the aggregate amount of payments that the Company would have paid through such date had such paymentscommenced on the Separation from Service through such 60th day, with the balance of the payments paid thereafter on the original schedule. The Participant may,but is not obligated to, use such payments toward the cost of COBRA premiums.(iii) If the Participant becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible for COBRAduring the applicable Severance Period, the Participant must immediately notify the Company of such event, and all payments and obligations under this section4(b) will cease. For purposes of this Section 4(b), references to COBRA also refer to analogous provisions of state law. Any applicable insurance premiums thatare paid by the Company will not include any amounts payable by the Participant under a Code Section 125 health care reimbursement plan, which are the soleresponsibility of the Participant.(C) Accelerated Vesting. Upon a Change in Control Termination, the vesting and exercisability (if applicable) of all outstanding and unvested StockAwards that are held by the Participant on the effective date of the Change in Control Termination will, as of the date of the Change in Control Termination,accelerate in full as to one hundred percent (100%) of the shares subject to the Stock Awards.5. CONDITIONS AND LIMITATIONS ON BENEFITS.(a) Release. To be eligible to receive any benefits under the Plan, a Participant must sign a general waiver and release in substantially the form attachedhereto as EXHIBIT B , EXHIBIT C , or EXHIBIT D , as appropriate (the “ Release ”), and such release must become effective in accordance with its terms, ineach case within sixty (60) days following the Qualifying Termination. The Plan Administrator, in its sole discretion, may modify the form of the required Releaseto comply with applicable law, and any such Release may be incorporated into a termination agreement or other agreement with the Participant.(b) Prior Agreements; Certain Reductions. The Plan Administrator will reduce a Participant’s benefits under the Plan by any other statutory severanceobligations or contractual severance benefits, obligations for pay in lieu of notice, and any other similar benefits payable to the Participant by the Company that aredue in connection with the Participant’s Qualifying Termination and that are in the same form as the benefits provided under the Plan (e.g., equity award vestingcredit). Without limitation, this reduction includes a reduction for any benefits required pursuant to (i) any applicable legal requirement, including, withoutlimitation, the Worker Adjustment and Retraining Notification Act (the “ WARN Act ”), (ii) a written employment, severance or equity award agreement with theCompany, (iii) any Company policy or practice providing for the Participant to remain on the payroll for a limited period of time after being given notice of thetermination of the Participant’s employment, and (iv) any required salary continuation, notice pay, statutory severance payment, or other payments either requiredby local law, or owed pursuant to a collective labor agreement, as a result of the termination of the Participant’s employment. The benefits provided under the Planare intended to satisfy, to the greatest extent possible, and not to provide benefits duplicative of, any and all statutory, contractual and collective agreementobligations of the Company in respect of the form of benefits provided under the Plan that may arise out of a Qualifying Termination, and the Plan Administratorwill so construe and implement the terms of the Plan. Reductions may be applied on a retroactive basis, with benefits previously provided being recharacterized asbenefits pursuant to the Company’s statutory or other contractual obligations. The payments pursuant to the Plan are in addition to, and not in lieu of, any unpaidsalary, bonuses or employee welfare benefits to which a Participant may be entitled for the period ending with the Participant’s Qualifying Termination.(c) Mitigation. Except as otherwise specifically provided in the Plan, a Participant will not be required to mitigate damages or the amount of any paymentprovided under the Plan by seeking other employment or otherwise, nor will the amount of any payment provided for under the Plan be reduced by anycompensation earned by a Participant as a result of employment by another employer or any retirement benefits received by such Participant after the date of theParticipant’s termination of employment with the Company (except as provided for in Section 5(b)).(d) Indebtedness of Participants. To the extent permitted under applicable law, if a Participant is indebted to the Company on the effective date of aParticipant’s Qualifying Termination, the Company reserves the right to offset the payment of any benefits under the Plan by the amount of such indebtedness.Such offset will be made in accordance with all applicable laws. The Participant’s execution of the Participation Notice constitutes knowing written consent to theforegoing.(e) Parachute Payments.(i) Except as otherwise expressly provided in an agreement between a Participant and the Company, if any payment or benefit the Participantwould receive in connection with a Change in Control from the Company or otherwise (a “ Payment ”) would (i) constitute a “parachute payment” within themeaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “ Excise Tax ”), thensuch Payment will be equal to the Reduced Amount. The “ Reduced Amount ” will be either (A) the largest portion of the Payment that would result in no portionof the Payment being subject to the Excise Tax, or (B) the largest portion, up to and including the total, of the Payment, whichever amount ((A) or (B)), after takinginto account all applicable federal, state, provincial, foreign, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicablemarginal rate), results in the Participant’s receipt, on an after-tax basis, of the greatest economic benefit notwithstanding that all or some portion of the Paymentmay be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the ReducedAmount, reduction will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of stock awards other than stockoptions; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to the Participant. Within any such category of Payments(that is, (1), (2), (3) or (4)), a reduction will occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of theCode and then with respect to amounts that are “deferred compensation.” In the event that acceleration of vesting of stock award compensation is to be reduced,such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Participant’s applicable type of stock award ( i.e. , earliest grantedstock awards are cancelled last). If Section 409A of the Code is not applicable by law to a Participant, the Company will determine whether any similar law in theParticipant’s jurisdiction applies and should be taken into account.(ii) The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change in Controlshall make all determinations required to be made under this Section 5(e). If the professional firm so engaged by the Company is serving as an accountant orauditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized independent registered publicaccounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such professional firmrequired to be made hereunder. Any good faith determinations of the professional firm made hereunder shall be final, binding and conclusive upon the Companyand the Participant.6. TAX MATTERS.(a) Application of Code Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Participant’s termination of employmentwith the Company, the Participant is a “specified employee” as defined in Section 409A of the Code and the applicable guidance and regulations thereunder(collectively, “ Section 409A ”), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination ofemployment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the paymentof any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Participant) until the first businessday to occur following the date that is six (6) months following Participant’s termination of employment with the Company (or the earliest date as is permittedunder Section 409A); and (ii) if any other payments of money or other benefits due to Participant hereunder could cause the application of an accelerated oradditional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such anaccelerated or additional tax. In the event that payments under the Plan are deferred pursuant to this Section 6 in order to prevent any accelerated tax or additionaltax under Section 409A, then such payments shall be paid at the time specified under this Section 6 without any interest thereon. The Company shall consult withParticipant in good faith regarding the implementation of this Section 6; provided , that neither the Company nor any of its employees or representatives shall haveany liability to Participant with respect thereto.Notwithstanding anything to the contrary herein, to the extent required by Section 409A, a termination of employment shall not be deemed to have occurred forpurposes of any provision of the Plan providing for the payment of amounts or benefits upon or following a termination of employment unless such termination isalso a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,”“termination,” “termination of employment” or like terms shall mean separation from service. For purposes of Section 409A, each payment made under the Planshall be designated as a “separate payment” within the meaning of the Section 409A. Notwithstanding anything to the contrary herein, except to the extent anyexpense, reimbursement or in-kind benefit provided pursuant to the Plan does not constitute a “deferral of compensation” within the meaning of Section 409A, (A)the amount of expenses eligible for reimbursement or in-kind benefits provided to a Participant during any calendar year will not affect the amount of expenseseligible for reimbursement or in-kind benefits provided to a Participant in any other calendar year; (B) the reimbursements for expenses for which a Participant isentitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred; and(C) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.(b) Withholding. All payments and benefits under the Plan will be subject to all applicable deductions and withholdings, including, without limitation,obligations to withhold for federal, state, provincial, foreign and local income and employment taxes.(c) Tax Advice. By becoming a Participant in the Plan, the Participant agrees to review with the Participant’s own tax advisors the federal, state,provincial, local, and foreign tax consequences of participation in the Plan. The Participant will rely solely on such advisors and not on any statements orrepresentations of the Company or any of its agents. The Participant understands that Participant (and not the Company) will be responsible for his or her own taxliability that may arise as a result of becoming a Participant in the Plan.7. REEMPLOYMENT. In the event of a Participant’s reemployment by the Company during the period of time in respect of which severance benefits have beenprovided (that is, benefits as a result of a Qualifying Termination), the Company, in its sole and absolute discretion, may require such Participant to repay to theCompany all or a portion of such severance benefits as a condition of reemployment.8. CLAWBACK; RECOVERY. All payments and severance benefits provided under the Plan will be subject to recoupment in accordance with any clawbackpolicy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securitiesare listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Board mayimpose such other clawback, recovery or recoupment provisions in the Participation Notice, as the Board determines necessary or appropriate, including but notlimited to a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property upon the occurrence of Cause. No recovery ofcompensation under such a clawback policy will be an event giving rise to Resignation for Good Reason, constructive termination, or any similar term under anyplan of or agreement with the Company.9. RIGHT TO INTERPRET PLAN; AMENDMENT AND TERMINATION.(a) Exclusive Discretion. The Plan Administrator will have the exclusive discretion and authority to establish rules, forms, and procedures for theadministration of the Plan and to construe and interpret the Plan and to decide any and all questions of fact, interpretation, definition, computation or administrationarising in connection with the operation of the Plan, including, without limitation, the eligibility to participate in the Plan, the amount of benefits paid under thePlan and any adjustments that need to be made in accordance with the laws applicable to a Participant. The rules, interpretations, computations and other actions ofthe Plan Administrator will be binding and conclusive on all persons.(b) Amendment or Termination. The Company reserves the right to amend or terminate the Plan, any Participation Notice issued pursuant to the Plan orthe benefits provided hereunder at any time; provided, however , that no such amendment or termination will apply to any Participant who would be adverselyaffected by such amendment or termination unless such Participant consents in writing to such amendment or termination. Any action amending or terminating thePlan or any Participation Notice will be in writing and executed by a duly authorized officer of the Company.10. NO IMPLIED EMPLOYMENT CONTRACT. The Plan will not be deemed (i) to give any employee or other person any right to be retained in the employof the Company, or (ii) to interfere with the right of the Company to discharge any employee or other person at any time, with or without Cause, and with orwithout advance notice, which right is hereby reserved.11. LEGAL CONSTRUCTION. The Plan will be governed by and construed under the laws of the State of California (without regard to principles of conflict oflaws), except to the extent preempted by ERISA.12. CLAIMS, INQUIRIES AND APPEALS.(A) Applications for Benefits and Inquiries. Any application for benefits, inquiries about the Plan or inquiries about present or future rights under thePlan must be submitted to the Plan Administrator in writing by an applicant (or his or her authorized representative). The Plan Administrator is set forth in Section14(d).(b) Denial of Claims. In the event that any application for benefits is denied in whole or in part, the Plan Administrator must provide the applicant withwritten or electronic notice of the denial of the application, and of the applicant’s right to review the denial. Any electronic notice will comply with the regulationsof the U.S. Department of Labor. The notice of denial will be set forth in a manner designed to be understood by the applicant and will include the following:(1) the specific reason or reasons for the denial;(2) references to the specific Plan provisions upon which the denial is based;(3) a description of any additional information or material that the Plan Administrator needs to complete the review and an explanation of whysuch information or material is necessary; and(4) an explanation of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the applicant’sright to bring a civil action under Section 502(a) of ERISA following a denial on review of the claim, as described in Section 12(d).The notice of denial will be given to the applicant within ninety (90) days after the Plan Administrator receives the application, unless specialcircumstances require an extension of time, in which case, the Plan Administrator has up to an additional ninety (90) days for processing the application. If anextension of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial ninety (90) day period.The notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to renderits decision on the application.(c) Request for a Review. Any person (or that person’s authorized representative) for whom an application for benefits is denied, in whole or in part,may appeal the denial by submitting a request for a review to the Plan Administrator within sixty (60) days after the application is denied. A request for a reviewwill be in writing and will be addressed to:Revance Therapeutics, Inc.Attn: Human Resources Director7555 Gateway BoulevardNewark, CA 94560A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels arepertinent. The applicant (or his or her representative) will have the opportunity to submit (or the Plan Administrator may require the applicant to submit) writtencomments, documents, records, and other information relating to his or her claim. The applicant (or his or her representative) will be provided, upon request andfree of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim. The review will take into account allcomments, documents, records and other information submitted by the applicant (or his or her representative) relating to the claim, without regard to whether suchinformation was submitted or considered in the initial benefit determination.(d) Decision on Review. The Plan Administrator will act on each request for review within sixty (60) days after receipt of the request, unless specialcircumstances require an extension of time (not to exceed an additional sixty (60) days), for processing the request for a review. If an extension for review isrequired, written notice of the extension will be furnished to the applicant within the initial sixty (60) day period. This notice of extension will describe the specialcircumstances necessitating the additional time and the date by which the Plan Administrator is to render its decision on the review. The PlanAdministrator will give prompt, written or electronic notice of its decision to the applicant. Any electronic notice will comply with the regulations of the U.S.Department of Labor. In the event that the Plan Administrator confirms the denial of the application for benefits, in whole or in part, the notice will set forth, in amanner designed to be understood by the applicant, the following:(1) the specific reason or reasons for the denial;(2) references to the specific Plan provisions upon which the denial is based;(3) a statement that the applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents,records and other information relevant to his or her claim; and(4) a statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA.(e) Rules and Procedures. The Plan Administrator will establish rules and procedures, consistent with the Plan and with ERISA, as necessary andappropriate in carrying out its responsibilities in reviewing benefit claims. The Plan Administrator may require an applicant who wishes to submit additionalinformation in connection with an appeal from the denial of benefits to do so at the applicant’s own expense.(f) Exhaustion of Remedies. No legal action for benefits under the Plan may be brought until the applicant (i) has submitted a written application forbenefits in accordance with the procedures described by Section 12(a), (ii) has been notified by the Plan Administrator that the application is denied, (iii) has filed awritten request for a review of the application in accordance with the appeal procedure described in Section 12(c), and (iv) has been notified that the PlanAdministrator has denied the appeal. Notwithstanding the foregoing, if the Plan Administrator does not respond to an applicant’s claim or appeal within therelevant time limits specified in this Section 12, the applicant may bring legal action for benefits under the Plan pursuant to Section 502(a) of ERISA.13. BASIS OF PAYMENTS TO AND FROM PLAN. All benefits under the Plan will be paid by the Company. The Plan will be unfunded, and benefitshereunder will be paid only from the general assets of the Company.14. OTHER PLAN INFORMATION.(a) Employer and Plan Identification Numbers. The Employer Identification Number assigned to the Company (which is the “Plan Sponsor” as thatterm is used in ERISA) by the Internal Revenue Service is 77-055-1645. The Plan Number assigned to the Plan by the Plan Sponsor pursuant to the instructions ofthe Internal Revenue Service is 502.(b) Ending Date for Plan’s Fiscal Year. The date of the end of the fiscal year for the purpose of maintaining the Plan’s records is December 31.(c) Agent for the Service of Legal Process . The agent for the service of legal process with respect to the Plan is:Revance Therapeutics, Inc.Attn: Chief Financial Officer7555 Gateway BoulevardNewark, CA 94560(d) Plan Sponsor and Administrator. The “Plan Sponsor” and the “Plan Administrator” of the Plan is:Revance Therapeutics, Inc.Attn: Human Resources Director7555 Gateway BoulevardNewark, CA 94560The Plan Sponsor’s and Plan Administrator’s telephone number is (510) 742-3400. The Plan Administrator is the named fiduciary charged with the responsibilityfor administering the Plan.15. STATEMENT OF ERISA RIGHTS.Participants in the Plan (which is a welfare benefit plan sponsored by Revance Therapeutics, Inc.) are entitled to certain rights and protections under ERISA. Forthe purposes of this Section 15, and under ERISA, Participants are entitled to:Receive Information About the Plan and Benefits(a) Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governing the Plan and acopy of the latest annual report (Form 5500 Series), if applicable, filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Roomof the Employee Benefits Security Administration;(b) Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan and copies of the latest annual report(Form 5500 Series), if applicable, and an updated (as necessary) Summary Plan Description. The Plan Administrator may make a reasonable charge for the copies;and(c) Receive a summary of the Plan’s annual financial report, if applicable. The Plan Administrator is required by law to furnish each participant with acopy of this summary annual report.Prudent Actions By Plan FiduciariesIn addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefitplan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of each Plan Participant and theirbeneficiaries. No one, including a Participant’s employer, a Participant’s union or any other person, may fire a Participant or otherwise discriminate against aParticipant in any way to prevent a Participant from obtaining a Plan benefit or exercising a Participant’s rights under ERISA.Enforcement of Participant RightsIf a Participant’s claim for a Plan benefit is denied or ignored, in whole or in part, a Participant has a right to know why this was done, to obtain copies ofdocuments relating to the decision without charge, and to appeal any denial, all within certain time schedules.Under ERISA, there are steps a Participant can take to enforce the above rights. For instance, if a Participant request a copy of Plan documents or thelatest annual report from the Plan, if applicable, and does not receive them within thirty (30) days, the Participant may file suit in a federal court. In such a case, thecourt may require the Plan Administrator to provide the materials and pay the Participant up to $110 a day until the Participant receive the materials, unless thematerials were not sent because of reasons beyond the control of the Plan Administrator.If a Participant has a claim for benefits that is denied or ignored, in whole or in part, the Participant may file suit in a state or federal court.If a Participant is discriminated against for asserting the Participant’s rights, the Participant may seek assistance from the U.S. Department of Labor, orthe Participant may file suit in a federal court. The court will decide who should pay court costs and legal fees. If the Participant is successful, the court may orderthe person the Participant has sued to pay these costs and fees. If the Participant loses, the court may order the Participant to pay these costs and fees, for example,if it finds the Participant’s claim is frivolous.Assistance With QuestionsIf a Participant has any questions about the Plan, the Participant should contact the Plan Administrator. If a Participant has any questions about thisstatement or about the Participant’s rights under ERISA, or if a Participant needs assistance in obtaining documents from the Plan Administrator, the Participantshould contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in the telephone directory or the Division ofTechnical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C.20210. A Participant may also obtain certain publications about the Participant’s rights and responsibilities under ERISA by calling the publications hotline of theEmployee Benefits Security Administration.16. GENERAL PROVISIONS.(a) Notices. Any notice, demand or request required or permitted to be given by either the Company or a Participant pursuant to the terms of the Plan willbe in writing and will be deemed given when delivered personally, when received electronically (including email addressed to the Participant’s Company emailaccount and to the Company email account of the Company’s Chief Financial Officer), or deposited in the U.S. Mail, First Class with postage prepaid, andaddressed to the parties, in the case of the Company, at the address set forth in Section 14(d), in the case of a Participant, at the address as set forth in theCompany’s employment file maintained for the Participant as previously furnished by the Participant or such other address as a party may request by notifying theother in writing.(b) Transfer and Assignment. The rights and obligations of a Participant under the Plan may not be transferred or assigned without the prior writtenconsent of the Company. The Plan will be binding upon any surviving entity resulting from a Change in Control and upon any other person who is a successor bymerger, acquisition, consolidation or otherwise to the business formerly carried on by the Company without regard to whether or not such person or entity activelyassumes the obligations hereunder.(c) Waiver. Any party’s failure to enforce any provision or provisions of the Plan will not in any way be construed as a waiver of any such provision orprovisions, nor prevent any party from thereafter enforcing each and every other provision of the Plan. The rights granted to the parties herein are cumulative andwill not constitute a waiver of any party’s right to assert all other legal remedies available to it under the circumstances.(d) Severability. Should any provision of the Plan be declared or determined to be invalid, illegal or unenforceable, the validity, legality andenforceability of the remaining provisions will not in any way be affected or impaired.(e) Section Headings. Section headings in the Plan are included only for convenience of reference and will not be considered part of the Plan for anyother purpose.EXHIBIT AREVANCE THERAPEUTICS, INC.EXECUTIVE SEVERANCE BENEFIT PLANPARTICIPATION NOTICETo: Revance Human Resources DirectorDate:Revance Therapeutics, Inc. (the “ Company ”) has adopted the Revance Therapeutics, Inc. Executive Severance Benefit Plan (the “ Plan ”). The Company isproviding you this Participation Notice to inform you that you have been designated as a Participant in the Plan. A copy of the Plan document is attached to thisParticipation Notice. The terms and conditions of your participation in the Plan are as set forth in the Plan and this Participation Notice, which together constitutethe Summary Plan Description for the Plan.You understand that by accepting your status as a Participant in the Plan, you are waiving your rights to receive any severance benefits on any type of terminationof employment under any other contract or agreement with the Company.You also understand that by accepting your status as a Participant in the Plan, your stock options that have been considered to be “incentive stock options” prior tothe date hereof may cease to qualify as “incentive stock options” as a result of the vesting acceleration benefit provided in the Plan. By accepting participation, yourepresent that you have either consulted your personal tax or financial planning advisor about the tax consequences of your participation in the Plan, or you haveknowingly declined to do so.Please return a signed copy of this Participation Notice to the Company’s Human Resources Director at the Company’s offices and retain a copy of thisParticipation Notice, along with the Plan document, for your records.REVANCE THERAPEUTICS, INC.: (Signature) By: Title: PARTICIPANT: (Signature) By:EXHIBIT BRELEASE AGREEMENT[EMPLOYEES AGE 40 OR OVER; INDIVIDUAL TERMINATION]I have reviewed, I understand, and I agree completely to the terms set forth in the Revance Therapeutics, Inc. Executive Severance Benefit Plan (the “ Plan ”).I understand that this Release, together with the Plan, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company,affiliates of the Company, and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company or an affiliate of theCompany that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Plan.I hereby acknowledge and reaffirm my obligations under my Employee Proprietary Information and Inventions Agreement.Except as otherwise set forth in this Release, I hereby generally and completely release the Company and its affiliates, and its and their parents, subsidiaries,successors, predecessors and affiliates, and their partners, members, directors, officers, employees, stockholders, shareholders, agents, attorneys, predecessors,insurers, affiliates and assigns (collectively, the “ Released Parties ”), of and from any and all claims, liabilities and obligations, both known and unknown, thatarise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to or on the date I sign this Release (collectively, the “Released Claims ”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Companyand its affiliates, or their affiliates, or the termination of that employment; (b) all claims related to my compensation or benefits, including salary, bonuses,commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock awards, or any other ownership interests in the Company and itsaffiliates, or their affiliates; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tortclaims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, provincial and localstatutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (asamended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act (as amended) (“ ADEA ”), thefederal Employee Retirement Income Security Act of 1974 (as amended), the federal Family and Medical Leave Act (as amended) (“ FMLA ”), the CaliforniaFamily Rights Act (as amended) (“ CFRA ”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).Notwithstanding the foregoing, I understand that the following rights or claims are not included in my Release (the “ Excluded Claims ”): (a) any rights or claimsfor indemnification I may have pursuant to any fully executed indemnification agreement with the Company or its affiliate to which I am a party; the charter,bylaws, or operating agreements of the Company or its affiliate; or under applicable law; (b) any rights or claims which cannot be waived as a matter of law; or (c)any claims for breach of the Plan arising after the date that I sign this Release. I hereby represent and warrant that, other than the Excluded Claims, I am not awareof any claims I have or might have against the Released Parties that are not included in the Released Claims.I understand that nothing in this release limits my ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Department ofLabor, the National Labor Relations Board, the Occupational Safety and Health Administration, the California Department of Fair Employment and Housing, theSecurities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). I further understand thisrelease does not limit my ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conductedby any Government Agency, including providing documents or other information, without notice to the Company. While this release does not limit my right toreceive an award for information provided to the Securities and Exchange Commission, I understand and agree that, to maximum extent permitted by law, I amotherwise waiving any and all rights I may have to individual relief based on any claims that I have released and any rights waived by signing this release.I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA, and that the consideration given under the Planfor the waiver and release in the preceding paragraphs hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I havebeen advised by this writing, as required by the ADEA, that: (a) my waiver and release do not apply to any rights or claims that may arise after the date I sign thisRelease; (b) I should consult with an attorney prior to signing this Release (although I may choose voluntarily not do so); (c) I have twenty-one (21) days toconsider this Release (although I may choose voluntarily to sign this Release earlier); (d) I have seven (7) daysfollowing the date I sign this Release to revoke the Release by providing written notice of my revocation to an officer of the Company; and (e) this Release will notbe effective until the date upon which the revocation period has expired, which will be the eighth day after I sign this Release.In giving the releases set forth in this Release, which include claims which may be unknown or unsuspected by me at present, I acknowledge that I have read andunderstand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not knowor suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or hersettlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law or legal principle of similar effect inany jurisdiction with respect to the releases granted herein, including but not limited to the release of unknown and unsuspected claims granted in this Release.I hereby represent and warrant that: (a) I have been paid all compensation owed and for all time worked; (b) I have received all the leave and leave benefits andprotections for which I am eligible pursuant to FMLA, CFRA, the Company’s policies, or applicable law; and (c) I have not suffered any on-the-job injury orillness for which I have not already filed a workers’ compensation claim.I acknowledge that to become effective, I must sign and return this Release to the Company so that it is received not later than twenty-one (21) days following thedate it is provided to me, and I must not subsequently revoke the Release.PARTICIPANT: (Signature) Printed Name:Date: EXHIBIT CRELEASE AGREEMENT[EMPLOYEES AGE 40 OR OVER; GROUP TERMINATION]I have reviewed, I understand, and I agree completely to the terms set forth in the Revance Therapeutics, Inc. Executive Severance Benefit Plan (the “ Plan ”).I understand that this Release, together with the Plan, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company,affiliates of the Company, and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company or an affiliate of theCompany that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Plan.I hereby acknowledge and reaffirm my obligations under my Employee Proprietary Information and Inventions Agreement.Except as otherwise set forth in this Release, I hereby generally and completely release the Company and its affiliates, and its and their parents, subsidiaries,successors, predecessors and affiliates, and its and their partners, members, directors, officers, employees, stockholders, shareholders, agents, attorneys,predecessors, insurers, affiliates and assigns (collectively, the “ Released Parties ”), of and from any and all claims, liabilities and obligations, both known andunknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to or on the date I sign this Release(collectively, the “ Released Claims ”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employmentwith the Company and its affiliates, or their affiliates, or the termination of that employment; (b) all claims related to my compensation or benefits, includingsalary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock awards, or any other ownership interests in theCompany and its affiliates, or their affiliates; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fairdealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state,provincial and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal CivilRights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act (asamended) (“ ADEA ”), the federal Employee Retirement Income Security Act of 1974 (as amended), the federal Family and Medical Leave Act (as amended) (“FMLA ”), the California Family Rights Act (as amended) (“ CFRA ”), the California Labor Code (as amended), and the California Fair Employment and HousingAct (as amended).Notwithstanding the foregoing, I understand that the following rights or claims are not included in my Release (the “ Excluded Claims ”): (a) any rights or claimsfor indemnification I may have pursuant to any fully executed indemnification agreement with the Company or its affiliate to which I am a party; the charter,bylaws, or operating agreements of the Company or its affiliate; or under applicable law; (b) any rights or claims which cannot be waived as a matter of law; or (c)any claims for breach of the Plan arising after the date that I sign this Release. I hereby represent and warrant that, other than the Excluded Claims, I am not awareof any claims I have or might have against the Released Parties that are not included in the Released Claims.I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA, and that the consideration given under the Planfor the waiver and release in the preceding paragraphs hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I havebeen advised by this writing, as required by the ADEA, that: (a) my waiver and release do not apply to any rights or claims that may arise after the date I sign thisRelease; (b) I should consult with an attorney prior to signing this Release (although I may choose voluntarily not to do so); (c) I have forty-five (45) days toconsider this Release (although I may choose voluntarily to sign this Release earlier); (d) I have seven (7) days following the date I sign this Release to revoke theRelease by providing written notice of my revocation to an office of the Company; (e) this Release will not be effective until the date upon which the revocationperiod has expired, which will be the eighth day after I sign this Release; and (f) I have received with this Release a written disclosure under 29 U.S. Code Section626(f)(1)(H) that includes certain information relating to the Company’s group termination.I understand that nothing in this release limits my ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Department ofLabor, the National Labor Relations Board, the Occupational Safety and Health Administration, the California Department of Fair Employment and Housing, theSecurities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). I further understand thisrelease does not limit my ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conductedby any Government Agency, including providing documents or other information, withoutnotice to the Company. While this release does not limit my right to receive an award for information provided to the Securities and Exchange Commission, Iunderstand and agree that, to maximum extent permitted by law, I am otherwise waiving any and all rights I may have to individual relief based on any claims thatI have released and any rights waived by signing this release.In giving the releases set forth in this Release, which include claims which may be unknown or unsuspected by me at present, I acknowledge that I have read andunderstand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not knowor suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or hersettlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law or legal principle of similar effect inany jurisdiction with respect to the releases granted herein, including but not limited to the release of unknown and unsuspected claims granted in this Release.I hereby represent and warrant that: (a) I have been paid all compensation owed and for all time worked; (b) I have received all the leave and leave benefits andprotections for which I am eligible pursuant to FMLA, CFRA, the Company’s policies, or applicable law; and (c) I have not suffered any on-the-job injury orillness for which I have not already filed a workers’ compensation claim.I acknowledge that to become effective, I must sign and return this Release to the Company so that it is received not later than forty-five (45) days following thedate it is provided to me, and I must not subsequently revoke the Release.PARTICIPANT: (Signature) Printed Name:Date:EXHIBIT DRELEASE AGREEMENT[EMPLOYEES UNDER AGE 40]I have reviewed, I understand, and I agree completely to the terms set forth in the Revance Therapeutics, Inc. Executive Severance Benefit Plan (the “ Plan ”).I understand that this Release, together with the Plan, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company,affiliates of the Company, and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company or an affiliate of theCompany that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Plan.I hereby acknowledge and reaffirm my obligations under my Employee Proprietary Information and Inventions Agreement.Except as otherwise set forth in this Release, I hereby generally and completely release the Company and its affiliates, and its and their parents, subsidiaries,successors, predecessors and affiliates, and its and their partners, members, directors, officers, employees, stockholders, shareholders, agents, attorneys,predecessors, insurers, affiliates and assigns (collectively, the “ Released Parties ”), of and from any and all claims, liabilities and obligations, both known andunknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to or on the date I sign this Release(collectively, the “ Released Claims ”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employmentwith the Company and its affiliates, or their affiliates, or the termination of that employment; (b) all claims related to my compensation or benefits, includingsalary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock awards, or any other ownership interests in theCompany and its affiliates, or their affiliates; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fairdealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state,provincial and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal CivilRights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Employee Retirement Income Security Act of1974 (as amended), the federal Family and Medical Leave Act (as amended) (“ FMLA ”), the California Family Rights Act (as amended) (“ CFRA ”), theCalifornia Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).Notwithstanding the foregoing, I understand that the following rights or claims are not included in my Release (the “ Excluded Claims ”): (a) any rights or claimsfor indemnification I may have pursuant to any fully executed indemnification agreement with the Company or its affiliate to which I am a party; the charter,bylaws, or operating agreements of the Company or its affiliate; or under applicable law; (b) any rights or claims which cannot be waived as a matter of law; or (c)any claims for breach of the Plan arising after the date that I sign this Release. I hereby represent and warrant that, other than the Excluded Claims, I am not awareof any claims I have or might have against the Released Parties that are not included in the Released Claims.I understand that nothing in this release limits my ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Department ofLabor, the National Labor Relations Board, the Occupational Safety and Health Administration, the California Department of Fair Employment and Housing, theSecurities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). I further understand thisrelease does not limit my ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conductedby any Government Agency, including providing documents or other information, without notice to the Company. While this release does not limit my right toreceive an award for information provided to the Securities and Exchange Commission, I understand and agree that, to maximum extent permitted by law, I amotherwise waiving any and all rights I may have to individual relief based on any claims that I have released and any rights waived by signing this release.In giving the releases set forth in this Release, which include claims which may be unknown or unsuspected by me at present, I acknowledge that I have read andunderstand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not knowor suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or hersettlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law or legal principle ofsimilar effect in any jurisdiction with respect to the releases granted herein, including but not limited to the release of unknown and unsuspected claims granted inthis Release.I hereby represent and warrant that: (a) I have been paid all compensation owed and for all time worked; (b) I have received all the leave and leave benefits andprotections for which I am eligible pursuant to FMLA, CFRA, the Company’s policies, or applicable law; and (c) I have not suffered any on-the-job injury orillness for which I have not already filed a workers’ compensation claim.I acknowledge that to become effective, I must sign and return this Release to the Company so that it is received not later than fourteen (14) days following thedate it is provided to me.PARTICIPANT: (Signature) Printed Name:Date:141311021 v2Exhibit 10.25REVANCE THERAPEUTICS, INC.AMENDED AND RESTATEDNON-EMPLOYEE DIRECTOR COMPENSATION POLICYEach member of the Board of Directors (the “Board” ) who is not also serving as an employee of Revance Therapeutics, Inc. (the“Company” ) or any of its subsidiaries (each such member, an “Eligible Director” ) will receive the compensation described in thisAmended and Restated Non-Employee Director Compensation Policy for his or her Board service. This policy is effective as ofJanuary 1, 2017 (the “ Effective Date ”) and may be amended at any time in the sole discretion of the Board.Annual Cash CompensationThe annual cash compensation amount set forth below is payable in equal quarterly installments, payable in arrears on the last day ofeach fiscal quarter in which the service occurred. If an Eligible Director joins the Board or a committee of the Board at a time otherthan effective as of the first day of a fiscal quarter, each annual retainer set forth below will be pro-rated based on days served in theapplicable fiscal year, with the pro-rated amount paid for the first fiscal quarter in which the Eligible Director provides the service,and regular full quarterly payments thereafter. All annual cash fees are vested upon payment.1.Annual Board Service Retainer :a. All Eligible Directors: $39,500b.Chairman of the Board Service Retainer (including Eligible Director Service Retainer): $74,0002. Annual Committee Member Service Retainer :a. Member of the Audit Committee: $7,500b. Member of the Compensation Committee: $5,000c. Member of the Nominating & Governance Committee: $4,500d. Member of the Science & Technology Committee: $5,0003.Annual Committee Chair Service Retainer (including Committee Member Service Retainer) :a. Chairman of the Audit Committee: $20,000b. Chairman of the Compensation Committee: $12,250c. Chairman of the Nominating & Governance Committee: $8,000d. Chairman of the Science & Technology Committee: $12,250Equity CompensationThe equity compensation set forth below will be granted under the Revance Therapeutics, Inc. 2014 Equity Incentive Plan (the“Plan” ), and will be documented on the applicable form of stock option agreement most recently approved for use by the Board (ora duly authorized committee thereof) for Eligible Directors. All stock options granted under this policy will be nonstatutory stockoptions, with an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying CommonStock on the date of grant, and a term of ten years from the date of grant (subject to earlier termination in connection with atermination of service as provided in the Plan).1. Initial Option Grant : On the date of the Eligible Director’s initial election to the Board, for each Eligible Director who is firstelected to the Board following the Effective Date (or, if such date is not a1. 125766038 v2market trading day, the first market trading day thereafter), the Eligible Director will be automatically, and without further action bythe Board or Compensation Committee of the Board, granted a stock option for 18,000 shares (an “ Initial Option Grant ”). Theshares subject to each Initial Option Grant will vest on the one year anniversary of the date of grant, subject to the Eligible Director’sContinuous Service (as defined in the Plan) through each such vesting date.2. Annual Option Grant : On the date of each Company’s annual stockholder meeting held after the Effective Date, each EligibleDirector who continues to serve as a non-employee member of the Board will be automatically, and without further action by theBoard or Compensation Committee of the Board, granted a stock option for 6,000 shares (an “ Annual Option Grant ”). The sharessubject to the Annual Option Grant will vest on the one year anniversary of the date of grant, subject to the Eligible Director’sContinuous Service (as defined in the Plan) through such vesting date.3. Annual Restricted Stock Award : On the date of each Company’s annual stockholder meeting held after the Effective Date,each Eligible Director who continues to serve as a non-employee member of the Board will be automatically, and without furtheraction by the Board or Compensation Committee of the Board, granted a restricted stock award for 3,000 shares (an “ Annual RSA”). The shares underlying the Annual RSA will vest on the one year anniversary of the date of grant, subject to the EligibleDirector’s Continuous Service (as defined in the Plan) through such vesting date.will be automatically, and without further action by the Board or Compensation Committee of the Board, granted a stock option for8,000 shares (an “ Annual Option Grant ”). The shares subject to the Annual Option Grant will vest on the one year anniversary ofthe date of grant, subject to the Eligible Director’s Continuous Service (as defined in the Plan) through such vesting date.2. 125766038 v2Exhibit 10.26REVANCE THERAPEUTICS, INC.2017 MANAGEMENT BONUS PROGRAMOn January 26, 2017, the Compensation Committee of the Board of Directors of Revance Therapeutics, Inc. (the “Company”) approved the Company’s 2017corporate objectives, weighted for purposes of determining bonuses, if any, for the Company’s executive officers with respect to performance for fiscal year 2017(the “2017 Bonus Program”).The 2017 Bonus Program is designed to reward, through the payment of annual cash bonuses, the Company’s executive officers for the Company’s performance inmeeting key corporate objectives and for individual performance in meeting specified corporate goals for the year.The Company’s 2017 corporate goals include the achievement of clinical development milestones for RT002 injectable for the treatment of glabellar (frown) lines,cervical dystonia, and plantar fasciitis (80% weighting), achievement of specified financial objectives (10% weighting), and achievement of objectives related tocommercialization readiness (10% weighting), as well as a stretch goal of achieving other research-related milestones (15% weighting).The cash bonus for L. Daniel Browne will be based on the achievement of the 2017 corporate goals (100% weighting). The cash bonus for Lauren P. Silvernail andAbhay Joshi, Ph.D. will be based on the achievement of the 2017 corporate goals (75% weighting) and his or her individual performance goals (25% weighting).The executive officers’ actual bonuses for fiscal year 2017 may exceed 100% of his or her 2017 target bonus percentage in the event performance exceeds thepredetermined goals and/or upon the achievement of other specified goals relating to clinical development.Payment of bonuses to the Company’s executive officers under the 2017 Bonus Program and the actual amount of such bonus, if any, are within the discretion ofthe Compensation Committee. The actual bonus awarded, if any, may be more or less than each executive’s annual target bonus.Exhibit 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statements on Forms S‑8 (Nos. 333-209949, 333-208543, 333-203235, 333-198499, and333-193963) and the Registration Statements on Form S-3 (Nos. 333-210001 and 333-207469) of Revance Therapeutics Inc. of our report dated February 28, 2017relating to the financial statements, which appears in this Form 10‑K./s/ PricewaterhouseCoopers LLP San Jose, CaliforniaFebruary 28, 2017Exhibit 31.1CERTIFICATIONSI, L. Daniel Browne, certify that:1. I have reviewed this annual report on Form 10-K of Revance Therapeutics, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly duringthe period in which this report is being prepared;(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; and(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: February 28, 2017 /s/ L. Daniel Browne L. Daniel Browne President and Chief Executive Officer (Principal Executive Officer) Exhibit 31.2CERTIFICATIONSI, Lauren P. Silvernail, certify that:1. I have reviewed this annual report on Form 10-K of Revance Therapeutics, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly duringthe period in which this report is being prepared;(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; and(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.Date: February 28, 2017 /s/ Lauren P. Silvernail Lauren P. Silvernail Chief Financial Officer and Chief Business Officer (Principal Financial Officer) Exhibit 32.1CERTIFICATIONPursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63of Title 18 of the United States Code (18 U.S.C. §1350), L. Daniel Browne, President and Chief Executive Officer of Revance Therapeutics, Inc. (the “Company”),hereby certifies that, to the best of his knowledge:1.The Company’s Annual Report on Form 10-K for the period ended December 31, 2016 (the “Annual Report”), to which this Certification is attached asExhibit 32.1, fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act, and2.The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.In Witness Whereof , the undersigned has set his hand hereto as of the 28 th day of February, 2017. /s/ L. Daniel Browne L. Daniel Browne President and Chief Executive Officer “This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporatedby reference into any filing of Revance Therapeutics, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended(whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.”Exhibit 32.2CERTIFICATIONPursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63of Title 18 of the United States Code (18 U.S.C. §1350), Lauren P. Silvernail, Chief Financial Officer and Chief Business Officer of Revance Therapeutics, Inc.(the “Company”), hereby certifies that, to the best of her knowledge:1.The Company’s Annual Report on Form 10-K for the period ended December 31, 2016 (the “Annual Report”), to which this Certification is attached asExhibit 32.2, fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act, and2.The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.In Witness Whereof , the undersigned has set her hand hereto as of the 28 th day of February, 2017. /s/ Lauren P. Silvernail Lauren P. Silvernail Chief Financial Officer and Chief Business Officer “This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporatedby reference into any filing of Revance Therapeutics, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended(whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.”

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