Accrued Rights; Surviving Obligations. Except as provided elsewhere, termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of any Party prior to such termination or expiration. Such termination or expiration shall not relieve any Party from obligations which are expressly or by implication intended to survive termination or expiration of this Agreement, including, but not limited to, Sections 1, 6 and 11, and Sections 2.5, 7.3, 8.1, 8.2, 8.3, 8.5, 10.3 and 10.44], and shall not affect or prejudice any provision of this Agreement which is expressly or by implication provided to come into effect on, or continue in effect after, such termination or expiration. Notwithstanding anything to the contrary in Section 8.1(ii), following any termination or expiration of this Agreement, Abmuno’s obligation to defend, indemnify and hold harmless Arcus Indemnitees from and against certain Third Party Claims and Losses under Section 8.1(ii) shall include those Third Party Claims and associated Losses arising out of or relating to the research, Development, manufacture, transfer, use, handling, storage, sale or other disposition of Licensed Products by or on behalf of Abmuno, JN Biosciences or any of its or their Affiliates, agents and contractors after the termination or expiration of this Agreement.

Accrued Rights; Surviving Obligations. Termination or expiration of this Agreement (either in its entirety or with respect to one (1) or more country(ies) or other jurisdiction(s)) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, [Sections 3.7.1(iv), 3.11, 6.8.2, 6.10, 6.11, 6.12, 6.13, 6.14, 7.1, 7.7, and 7.8]8]8]8]8]8]8]8]8]8]8], and Articles 1, 9, 11, 12 and 13 of this Agreement shall survive the termination or expiration of this Agreement for any reason. If this Agreement is terminated with respect to the Terminated Territory but not in its entirety, then following such termination the foregoing provisions of this Agreement shall remain in effect with respect to the Terminated Territory (to the extent they would survive and apply in the event the Agreement expires or is terminated in its entirety), and all provisions not surviving in accordance with the foregoing shall terminate upon termination of this Agreement with respect to the Terminated Territory and be of no further force and effect (and for purposes of clarity, all provisions of this Agreement shall remain in effect with respect to all countries in the Territory other than the Terminated Territory).

Termination or expiration of this Agreement (either in its entirety or with respect to one (1) or more country(ies)) for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration; provided that in no event shall UroGen accrue any rights to, and Allergan shall have no obligation to make, any milestone payment under Section 6.2 based on any milestone event that occurs on or after the date of delivery by either Party of any termination notice with respect to such Licensed Product. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without ​ = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Accrued Obligations. Upon termination of employment for any reason during the Term, the Executive will be entitled to receive promptly, and in addition to any other benefits specifically provided by this Agreement, # any earned but unpaid Base Salary through the Termination Date; # any other amounts or benefits required to be paid or provided or which the Executive, his family members, beneficiaries, heirs, or legal representatives is entitled to receive under any existing Compensation Plan; and # reimbursement of any business expenses incurred by the Executive prior to the Termination Date, in accordance with the Company’s then-prevailing policies and procedures (collectively, the “Accrued Obligations”).

Accrued Obligations. A lump sum amount equal to the Executive's unpaid Base Salary (as such term is defined in the Executive Severance and CIC Agreement), accrued vacation pay (if any), unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the Termination Date, to be paid no later than ten (10) business days following the completion of the Revocation Periods described in Article 14.

Accrued Obligations. Not later than ten (10) days after termination of Employee’s employment, the Company shall pay Employee: # his accrued and unpaid base salary at the rate in effect at the time of notice of termination; # any previous year’s earned but unpaid bonus and other earned and unpaid incentive cash compensation; and # accrued and unused vacation time, unpaid expense reimbursements, and other unpaid cash entitlements earned by Employee as of the date of termination pursuant to the terms of the applicable Company plan or program.

Accrued Obligations. In addition, the Employee shall be entitled to payment of all accrued vacation pay.

If a Party (the “Affected Party”) is unable to carry out any of its obligations under this Agreement due to Force Majeure, this Agreement shall remain in effect but the Affected Party’s relevant obligations under this Agreement and the corresponding obligations of the other Party (“Non-Affected Party”) under this Agreement shall be suspended for a period equal to the circumstance of Force Majeure; provided that:

Definition of Accrued Obligations. For purposes of this Agreement, “Accrued Obligations” means: # the portion of Executive’s Base Salary that has accrued prior to any termination of Executive’s employment with Company and has not yet been paid; and # the amount of any expenses properly incurred by Executive on behalf of Company prior to any such termination and not yet reimbursed. Executive’s entitlement to any other compensation or benefit under any plan of Company shall be governed by and determined in accordance with the terms of such plans, except as otherwise specified in this Agreement.

Accrued Obligations and Vested Benefits. Executive is entitled to receive the following accrued obligations: # in satisfaction of the provisions of [Section 4.01] of the Severance Plan, all Base Salary earned or accrued but not yet paid through the Termination Date, and payment for any earned but unused vacation days accrued through the Termination Date, which payments shall be made to Executive no later than the next regularly scheduled payroll date after the Termination Date; and # reimbursement for any and all business expenses incurred prior to the Termination Date, subject to the terms of the Company's reimbursement policy. In addition, the Companies acknowledge and agree that, without regard to this Agreement, Executive is vested in respect of # options to purchase 35,188 shares of Holdings common stock at ​ per share, which were granted under the Employee Stock Option Agreement, dated as of ​, between Holdings and Executive (in respect of options originally granted on ​) and # his vested account balance under ​ Income Savings Plan. Further, the Companies agree that Executive shall be permitted to purchase his service vehicle in accordance with the policies of the Companies.

Neither the termination of the Lease pursuant to this Agreement nor the acceptance of the Premises by Landlord shall in any way:

Unum has operational responsibility for preparing and filing all Regulatory Materials with respect to a Clinical Trial or other regulatory matter in the Shared Territory, and has primary operational responsibility for interactions with Regulatory Authorities in the Shared Territory, including taking the lead role at all meetings with Regulatory Authorities in the Shared Territory, subject to the right of SGI to participate in such activities and provide input (or consent, as may be required pursuant to the other terms of this Agreement). With respect to regulatory activities conducted in any country in support of Regulatory Approvals in the Shared Territory, the scope of this right of participation includes all regulatory activities, including development of regulatory strategy and advance review of regulatory submissions, attendance at all meetings with Regulatory Authorities that may potentially impact the Early Clinical Development Program or Late Clinical Development Program or registration package for a particular Development Candidate or Product, and review of outcomes of such meetings (including the rights set forth in [Section 7.1(c)(ii)]).

Accrued Benefits. The [[Organization A:Organization]] has: # paid Employee for Employee’s accrued base salary and accrued paid time off through the Termination Date # reimbursed Employee for any incurred business expenses through the Termination Date, and # provided or will provide the right to purchase benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (but not the benefit to be reimbursed for such costs) and any other compensation or benefits required by applicable law (collectively, the “Accrued Benefits”). In addition, subject to the execution of this Agreement, the [[Organization A:Organization]] will pay any additional amounts as specified in the Employment Agreement.

Accrued Compensation. The Company will pay Executive all accrued but unpaid vacation, expense reimbursements, wages, and other benefits due to Executive under any Company-provided plans, policies, and arrangements.

Accrued Compensation. All compensation due the Employee under this Agreement and under each plan or program of the Corporation in which he may be participating at the time shall cease to accrue as of the date of such termination, except # as specifically provided in this Agreement or # in the case of any such plan or program, if and to the extent otherwise provided in the terms of such plan or program or by applicable law. All such compensation accrued as of the date of such termination but not previously paid shall be paid to the Employee at the time such payment otherwise would be due.

any rights, remedies, obligations or Liabilities of the Parties that have accrued before termination.

1any rights or obligations which have accrued or become due prior to the date of termination; and