“Raw Materials” means all ingredients, solvents, consumables (including Resins), and other components of the Product required to perform the Manufacturing Process or Services and to be procured by Lonza, as further set forth in the bill of materials detailing the same. For the avoidance of doubt, Customer Product Components and Customer Supplied Raw Materials are not considered to be Raw Materials.

solely a direct derivative of or improvement to Product, Customer Supplied Raw Materials, Customer Product Components, Customer Information and/or Customer Background Intellectual Property; and

With respect to the loss of Customer Supplied Raw Materials and/or Customer Product Components (as applicable) used in the Failed Batch, the Parties agree that for the replacement Batch ​.

Raw Materials or Customer Information (or any part thereof) for any purpose other than the performance of the Services under this Agreement. With respect to any Customer Supplied Raw Materials, title shall remain with the Customer and shall not transfer to Lonza. Lonza shall provide quarterly reporting of cGMP inventory of Customer Supplied Raw Materials and Customer Product Components levels by SKU, with actual utilization/ending balances provided, within ​ business days from the end of the calendar quarter.

Technology Transfer. The Parties expressly agree that they shall work together to transfer the Manufacturing Process to the Facility, including implementing the technology transfer plan set forth in Project Plan. Customer shall fully support such technology transfer as reasonably requested by Lonza. Customer shall (by such date as agreed between the Parties) supply to Lonza all such Customer Information, Customer Supplied Raw Materials, Customer Product Components and other information or materials that are listed in each Project Plan and may be reasonably required by Lonza to perform the Services. Lonza shall not be responsible for any delays arising out of Customer’s failure to provide such Customer Information, Customer Supplied Raw Materials, Customer Product Components and/or other information and/or materials reasonably required to perform the Services to Lonza.

Client-to-Client Funding. If [[Organization B:Organization]] submits a Request to [[Organization C:Organization]] for [[Organization C:Organization]] to purchase a Participation Interest in a Mortgage Loan from [[Organization B:Organization]] hereunder to pay off a Mortgage Loan in which [[Organization C:Organization]] already holds an ownership interest pursuant to a separate agreement with a different mortgage company (each, a “Client-to-Client Funding”), then [[Organization B:Organization]]: # shall provide any and all documents and information [[Organization C:Organization]] requests regarding or related to such Participation Interest representing the Client-to- Client Funding; and # acknowledges and agrees that, without limiting any other provision in this Article 2 relating to the purchase of such Participation Interest, any such Client-to-Client Funding shall be conditioned upon the timely satisfaction of all other conditions [[Organization C:Organization]] may in its sole and absolute discretion determine to be necessary or appropriate, including the consent of the original mortgage company to the Client-to-Client Funding and [[Organization C:Organization]]’s agreement to the application of the funds advanced under the Client-to-Client Funding.

A Client Company will be [[Entergy Services:Organization]] or an associate company. All such companies will be served at cost as provided in Section III and Exhibit II.

shipment for all CLIENT Materials shipped between PROVIDER and CLIENT and/or any Third-Party laboratory designated by CLIENT. It is understood that CLIENT shall bear the risk of loss of, or damage to, any CLIENT Materials during shipment;

Supply of Customer Information and Customer Supplied Raw Materials. Customer shall supply to Lonza all Customer Information and Customer Supplied Raw Materials and other information that may be reasonably required by Lonza to perform the Services. Lonza hereby undertakes not to use the Customer Supplied

Permitted Active Ingredients. From time to time, in the event Allergan wishes to combine a Licensed Product with a pharmaceutically active ingredient (either as a fixed-dose combination or to be combined or mixed prior to or during administration), Allergan may do so by requesting such to UroGen in writing and UroGen shall have ​ days to respond to such request. If Allergan’s request is to combine a Licensed Product with a pharmaceutically active ingredient in order to ​, UroGen may only decline to grant Allergan’s request by written notice to Allergan if, at the time of receipt of such notice, UroGen # ​ or # ​. If UroGen grants Allergan’s request, the pharmaceutically active ingredient subject to the request shall be deemed a “Permitted Active Ingredient” under this Agreement. Notwithstanding any of the foregoing, in the event UroGen does not respond to Allergan’s request under this Section 2.10 within ​ days, UroGen shall have no right to reject Allergan’s request and the pharmaceutically active ingredient subject to the request shall be deemed a “Permitted Active Ingredient” under this Agreement. If, ​ months following the designation of any pharmaceutically active ingredient as a Permitted Active Ingredient under this Section 2.10, Allergan has not initiated a pre-clinical or clinical development program pursuant to which a product containing the RTGel Product and such ingredient as one of the active ingredients of such product is being developed, then such pharmaceutically active ingredient shall cease to be a Permitted Active Ingredient. For clarity, nothing in this Section 2.10 shall restrict UroGen’s use of any Permitted Active Ingredient in ​ = 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.

“Customer Supplied Raw Materials” means ​.

CLIENT shall not deliver to OHL any Products, goods or materials that constitute or contain Hazardous Materials, as defined in this Agreement, unless, prior to delivery of such Hazardous Materials, CLIENT has:

CLIENT Materials and/or CLIENT Equipment to any Third Party without the prior written consent of CLIENT.

If CLIENT gives notice to OHL, as provided for in Section C above, that Products, goods or materials which have been previously delivered to OHL have subsequently been classified as constituting or containing Hazardous Materials, OHL may, in OHL’s sole discretion, elect, in writing, to either continue to store, handle and ship the Products, goods and materials constituting or containing Hazardous Materials, or, alternatively, to give notice to CLIENT that all such Products, goods or materials will be returned to CLIENT, or delivered to CLIENT’s designee, as soon as reasonably possible, at CLIENT’s expense.

“Confidential Information” means any information of a Person, that is not already generally available to the public (unless such information has entered the public domain and become available to the public through fault on the part of the Party to be charged hereunder), all of which the Parties agree shall be deemed to be trade secrets under the governing trade secrets law, including but not limited to: # the identity of any Client (including, without limitation, any employer group, retail insurance agent or broker, individual insured, association and any member thereof, and any insurance carrier or other entity to the extent third party administration claims processing or underwriting is performed by a USI Company for such carrier or other entity) whose account constituted a Client Account at any time within the 24 months preceding the Closing Date, as well as the identity of any Active Prospective Client as of such date; # the identity, authority and responsibilities of key contacts at each such Client and Active Prospective Client; # the service cost burden with respect to each such Client and Active Prospective Client; # the identities of markets or companies from which insurance coverages or other commitments, benefits or services for clients are obtained; # the types of insurance coverages, and/or consulting, third-party administration, employee communication, investment management, managed care, human resource and other services provided or to be provided specifically to any such Client or Active Prospective Client, and the internal corporate policies relating thereto; # the specific insurance policies purchased by or for such Clients or Active Prospective Clients; # the expiration dates, commission rates, fees, premiums and other terms and conditions of such policies; # the risk specifications and other characteristics, and claims loss histories of such Clients or Active Prospective Clients; # the nature of programs and plans, including their design, funding and administration, demographic characteristics and any other information supplied by, or developed for, such Clients or Active Prospective Clients; # operations manuals, prospecting manuals and guidelines, pricing policies and related information, marketing manuals and plans, and business strategies, techniques and methodologies; # financial information, including information set forth in internal records, files and ledgers, or incorporated in profit and loss statements, fiscal reports and business plans; # technology and e-commerce strategies, business plans and implementations, inventions, algorithms, computer hardware, software and applications (including but not limited to any source code, object code, documentation, diagrams, flow charts, know-how, methods or techniques, associated with the development or use of the foregoing computer software); # all internal memoranda and other office records, including electronic and data processing files and records; and # any other information constituting a trade secret under the governing trade secrets law.

CLIENT has represented to OHL that none of the Products, goods or materials which CLIENT will submit to OHL for the purposes of this Agreement, constitute or contain Hazardous Materials.

If any Products, goods or materials which were not Hazardous Materials at the time CLIENT delivered them to the possession of OHL shall subsequently be classified to constitute or contain Hazardous Materials, as defined in this Agreement, CLIENT shall immediately notify OHL that such products, goods or materials have been classified to constitute or contain Hazardous Materials, and shall provide OHL the information required by [Subsection B] above within twenty-four (24) hours of CLIENT learning that the Products, goods or materials have been classified to constitute or contain Hazardous Materials.

Should CLIENT deliver any Products, goods or materials to OHL, which CLIENT reasonably believed not to constitute or contain Hazardous Materials, but which in fact did, at the time of delivery to the Warehouse, constitute or contain Hazardous Materials, the provisions of Section D above shall control for purposes of the return of such materials to CLIENT, while the provisions of Section F shall control for purposes of liability and indemnification.

In the event of a delay is requested by or caused by CLIENT, and that Client cause is (a) not due to a breach of this Agreement by PROVIDER , (b) outside of Provider’s reasonable control, or (c) due to a Force Majeure Event, CLIENT shall pay the amounts set forth below in this [Section 10.6] (which, for clarity, shall cover, without limitation, all amounts otherwise due for: CLIENT Materials, use of single sourced materials, or CLIENT-designated product-specific materials, CLIENT shall pay to PROVIDER costs for all non-cancelable work and unearned payments for the duration of the term for the delay, including expired materials, labor and suite fee charges that cannot be reallocated, all work in progress including third party services that through the term of the delay).