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.

Surviving Obligations. The obligations of the Company and your obligations under this Agreement shall survive the expiration of this Agreement to the extent necessary to give effect to this Agreement.

Surviving Obligations. Neither expiration nor termination of this Agreement shall relieve either party of any obligation accruing prior to such expiration or termination. In addition, [Sections 4.3, 4.4, 4.5, 6.3, 6.4, 7.1, 7.2, 7.3, 7.4, 8.4, 8.5, 9, 10 and 11]1]1] shall survive any expiration or termination of this Agreement.

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”).

2.03Effect of the Merger on Constituent Corporations. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Merger Sub and BioSculpture shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of Merger Sub and BioSculpture shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

Any deposit by the Company to an account in your name or that of your Surviving Spouse in the Deferred Compensation Trust prior to the occurrence of the Change in Control, together with all income then accrued thereon (but only to the extent of the value of such deposited amount and the income accrued thereon on the day of any deposit under [clause (i)](2) of this paragraph 10), shall reduce by an equal amount the obligations of the Company to make the deposit required under [clause (i)](2) of this paragraph 10.

No person other than you and your Surviving Spouse shall have any rights or property interest of any kind whatsoever pursuant to this Agreement, and neither you nor your Surviving Spouse shall have any rights hereunder other than those expressly provided in this Agreement. Upon the death of you and your Surviving Spouse no further benefits of whatsoever kind or nature shall accrue or be payable pursuant to this Agreement.

Effect of Termination. Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate except for such legal obligations, rights and duties as shall have accrued prior to the effective date of termination and except as otherwise expressly provided in this Agreement.

Assignability. Except as otherwise provided in this Agreement, neither the Company nor the Investors may sell, assign or delegate any rights or obligations under this Agreement, except that the Company, if it is a party to any merger, consolidation, share exchange, business combination or similar transaction that results in a change in control of the Company and the Company is not the surviving entity in such transaction, may assign this Agreement to the surviving entity in such transaction.

Surviving Provisions of OEM Agreement. The provisions of section 5 (“Software Ownership Rights”), section 8 (“Limited Warranty”), section 9 (“Indemnification”), section 10 (“Limitation of Liability and Damages”), section 11 (“Confidential Information”), section 13 (“Term and Termination”) and Section 14 (“Additional Provisions”) shall survive the termination of this OEM Agreement for any reason. All other rights and obligations of the parties shall cease upon termination of this OEM Agreement.

Obligations. During the Employment Term, Executive will perform her duties faithfully and to the best of her ability and will devote her full business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of a co-CEO, subject to the terms of Section 8, below.

Obligations. Without limiting the generality of 2(a), the Company covenants and agrees that, during the Interim Period, except: # with the prior written consent of TerrAscend; # as expressly required or permitted by this Agreement; or # as required by applicable Law, the Company shall, and shall cause its Subsidiaries to, directly or indirectly:

Obligations. Executive will devote Executive’s full business efforts and time to the Company and will use good faith efforts to discharge Executive’s obligations under this Agreement to the best of Executive’s ability and in accordance with each of the Company’s corporate guidance and ethics guidelines, conflict of interest policies and code of conduct as may be in effect from time to time. Notwithstanding the foregoing, nothing in this letter shall preclude Executive from devoting reasonable periods of time to charitable and community activities, managing personal investment or business assets and, subject to approval of the Board which will not be unreasonably withheld, serving on boards of other companies (public or private) not in competition with the Company, provided that none of these activities interferes with the performance of Executive’s duties hereunder or creates a conflict of interest.

Accrued Interest and Fees. Receipt by the Administrative Agent from the Borrower of all accrued interest and fees owing on the Tranche B-1 Term Loan and Tranche B-2 Term Loan as of the Effective Date for the benefit of the Lenders immediately before giving effect to this Amendment.