INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Set forth below is an estimate (except in
the case of the registration fee) of the amount of fees and expenses to be incurred in connection with the issuance and distribution
of the offered securities registered hereby, other than underwriting discounts and commission, if any, incurred in connection with
the sale of the offered securities. All such amounts will be borne by Proteon Therapeutics, Inc.
|SEC Registration Fee||
|Accounting Fees and Expenses||
|Legal Fees and Expenses||
|Miscellaneous Fees and Expenses||
Item 15. Indemnification of Directors and Officers.
Under Section 145 of the Delaware Law, the registrant has broad
powers to indemnify its directors and officers against liabilities they may incur in such capacities, including liabilities under
the Securities Act.
The registrant’s certificate of incorporation and bylaws include
provisions which (i) eliminate the personal liability of its directors for monetary damages resulting from breaches of their fiduciary
duty to the extent permitted by Delaware Law and (ii) require the registrant to indemnify its directors, officers, employees and
agents to the fullest extent permitted by Delaware Law, including circumstances in which indemnification is otherwise discretionary.
Pursuant to Section 145 of the Delaware Law, a corporation generally has the power to indemnify its present and former directors,
officers, employees and agents against expenses incurred by them in connection with any suit to which they are, or are threatened
to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably
believed to be in or not opposed to, the best interests of the corporation and, with respect to any criminal action, had no reasonable
cause to believe their conduct was unlawful. The registrant believes that these provisions are necessary to attract and retain
qualified persons as directors and executive officers. These provisions do not eliminate the directors’ duty of care, and,
in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available
under Delaware Law. In addition, each director will continue to be subject to liability for breach of the director’s duty
of loyalty to the registrant, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations
of law, for acts or omissions that the director believes to be contrary to the registrant’s best interests or the best interests
of the registrant’s stockholders, for any transaction from which the director derived an improper personal benefit, and any
act related to unlawful stock repurchases, redemptions or other distribution or payments of dividends. The provision also does
not affect a director’s responsibilities under any other law, such as the federal securities law or state or federal environmental
The registrant has entered into indemnity agreements with certain
of its directors and executive officers that require the registrant to indemnify such persons against expenses, judgments, fines,
settlements and other amounts incurred (including expenses of a derivative action) in connection with any proceeding, whether actual
or threatened, to which any such person may be made a party by reason of the fact that such person is or was one of the registrant’s
directors or executive officers, provided, among other things, that such person’s conduct was not knowingly fraudulent or
deliberately dishonest or constituted willful misconduct. The indemnification agreements also set forth certain procedures that
will apply in the event of a claim for indemnification thereunder.
At present, there is no pending litigation or proceeding involving
any of the registrant’s directors or executive officers as to which indemnification is being sought nor is the registrant
aware of any threatened litigation that may result in claims for indemnification by any executive officer or director.
We also maintain directors' and officers’
liability insurance which covers certain liabilities of our directors and officers arising out of claims based on acts or omissions
in their capacities as directors or officers, including liabilities under the Securities Act.