Additional Representation of Allergan. As of the Effective Date, neither Allergan nor its Affiliates is researching, developing, manufacturing, commercializing or otherwise exploiting any ​.

Grants to Allergan. Subject to Section 2.2 and Section 2.4, UroGen (on behalf of itself and its Affiliates) hereby grants to Allergan:

Allergan hereby agrees that all use of the Licensed Marks by Allergan, and any goodwill associated with the use of the Licensed Marks by Allergan, shall inure to the benefit of UroGen. Allergan hereby agrees that nothing in this Agreement shall give Allergan any right, title or interest in the Licensed Marks other than the right and license to use the Licensed Marks in accordance with this Agreement. Allergan further agrees that it will not: # oppose or assist any Third Party in opposing any application for registration, re-registration or renewal of the Licensed Marks; # apply for or otherwise seek (or assist any Third Party in applying for or otherwise seeking) complete or partial revocation, cancellation, invalidation or removal of the Licensed Marks from any register or # challenge or bring (or assist any Third Party in challenging or bringing) any proceeding or action in relation to the use or ownership of the Licensed Marks. In the event Allergan is required to use any of the Licensed Marks by Applicable Law, it shall so notify UroGen and within fifteen (15) days of such notification, UroGen shall provide to Allergan UroGen’s then effective standards of use for the relevant Licensed Mark(s) which shall be reasonable and consistent with UroGen’s internal policies and arrangements with other trademark licensees (such standards of use, the “Trademark Standards”).

Indemnification of Allergan. UroGen shall indemnify Allergan, its Affiliates and its and their respective directors, officers, employees, and agents (the “Allergan Indemnitees”), and defend and save each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims arising from or occurring as a result of:

Termination by Allergan. Allergan may terminate this Agreement # upon ​ days’ prior written notice to UroGen if such notice is given prior to the First Commercial Sale of a Licensed Product in a country in the Territory or # upon ​ days’ prior written notice to UroGen if such notice is given following the First Commercial Sale of a Licensed Product in a country in the Territory, provided that, for clarity and without limiting any other right of Allergan under this Agreement, Allergan shall at all times have the right to suspend or discontinue the use of any Licensed Product for bona fide safety or efficacy concerns immediately upon Allergan’s delivery to UroGen of a notice of termination under this Section 11.2.2.

Representation. You represent and warrant that your execution and delivery of this Agreement and your performing the contemplated services does not and will not conflict with or result in any breach or default under any agreement, contract or arrangement which you are a party to or violate any other legal restriction, nor will any member of the ​ Group knowingly request or require you to take any action that would violate any prior agreement, contract or arrangement of which the Company has been made aware on or prior to the date of this Agreement.

Representation. The Executive represents and warrants to the Company, and the Executive acknowledges that the Company has relied on such representations and warranties in offering to employ the Executive, that neither the Executive’s duties as an employee of the Company nor his performance of this Agreement will breach any other agreement to which the Executive is a party, including without limitation, any agreement limiting the use or disclosure of any information acquired by the Executive prior to his employment by the Company. In addition, the Executive represents and warrants and acknowledges that the Company has relied on such representations and warranties in employing the Executive that he has not entered into, and will not enter into, any agreement, either oral or written, in conflict herewith. If it is determined that the Executive is in breach or has breached any of the representations set forth herein, the Company shall have the right to terminate the Executive’s employment for Cause.

#[[Organization B:Organization]] acknowledges that [[Organization B:Organization]] understands the risks associated with the Study and the services provided under this Agreement. Medical device and drug development programs often fail to demonstrate safety and/or effectiveness in clinical studies, fail to receive FDA approval, IRB/EC approval or may not be commercialized due to many reasons beyond the control of Applied Biology. [[Organization B:Organization]] hereby waives all claims, and releases and holds harmless Applied Biology, it officers, directors, employees, and contractors from any damages and liabilities should the Study or any services associated with this Agreement fail to or receive an FDA or any other regulatory approval.

Representation. The Company represents that it # has been represented in connection with the negotiation and preparation of this Agreement by counsel the Company’s choosing. YourSpace and the Shareholders have chosen not to be represented by counsel after careful deliberation and with knowledge of the risks thereto. Each party has authority to enter into and sign the Agreement; and enters into and signs the same by its own free will.

Representation. Tenant acknowledges that it has been represented, or has had sufficient opportunity to obtain representation of counsel with respect to this Amendment. Tenant represents to Landlord that Tenant has read and understood the terms hereof and the consequences of executing this Amendment and that, except as expressly set forth herein, no representations have been made to Tenant to induce the execution of this Amendment. Tenant further waives any right it may have to require the provisions of this Amendment to be construed against the party who drafted it.