Notwithstanding anything to the contrary herein, or in the Equity Definitions, if at any time # an Early Termination Date occurs or # the Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (other than # an Insolvency, a Nationalization, a Merger Event or a Tender Offer, in each case, in which the consideration or proceeds to be paid to holders of Shares consists solely of cash or # an Event of Default in which Issuer is the Defaulting Party or a Termination Event in which Issuer is an Affected Party, which Event of Default or Termination Event resulted from an event or events within Issuer’s control), if either party would owe any amount to the other party pursuant to [Section 6(d)(ii)] of the Agreement or any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Amount”), then such payment shall be paid as set forth under the Agreement or Equity Definitions, as the case may be, unless Issuer makes an election to the contrary no later than the Early Termination Date or the date on which such Transaction is terminated or cancelled, in which case Issuer or Dealer, as the case may be, shall deliver to the other party a number of Shares (or a number of units, each comprising the number or amount of the securities or property that a hypothetical holder of one Share would receive in the case of a Nationalization, Insolvency or Merger Event, as the case may be (each such unit, an “Alternative Delivery Unit”)), with a value equal to the Payment Amount, as determined by the Calculation Agent. In determining the number of Shares (or Alternative Delivery Units) required to be delivered under this provision, the Calculation Agent may take into account a number of factors, including, without limitation, the market price of the Shares (or Alternative Delivery Units) on the Early Termination Date or the date of early cancellation or termination, as the case may be. Additionally, if such delivery is made by Dealer, the Calculation Agent shall take into account the prices at which Dealer purchases Shares (or Alternative Delivery Units) to fulfill its delivery obligations under this Section 6; provided that in determining the composition of any Alternative Delivery Unit, if the relevant Merger Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash. If delivery of Shares or Alternative Delivery Units, as the case may be, pursuant to this Section 6 is to be made by Issuer, paragraphs 2 through 8 of Annex A hereto shall apply as if # such delivery were a settlement of the Transaction to which Net Share Settlement applied, # the Buyer Cash Settlement Payment Date were the Early Termination Date or the date of early cancellation or termination, as the case may be, and # the Forward Cash Settlement Amount were equal to # zero minus # the Payment Amount owed by Issuer.

Alternative to Termination. Without limitation of any other remedy that may be available to Allergan hereunder, if Allergan has the right under Section 11.2.1 to terminate this Agreement (which, if UroGen disputes Allergan’s termination right pursuant to Section 11.2.1, shall be after final resolution pursuant to Section 12.5 that UroGen has materially breached one or more of its obligations under this Agreement), but elects by written notice to ​ = 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.

Remedy. FOR PURPOSES OF SEEKING PROVISIONAL REMEDIES ONLY, THE EXECUTIVE AGREES THAT THE COMPANY AND THE EXECUTIVE SHALL BE ENTITLED TO PURSUE ANY PROVISIONAL REMEDY PERMITTED BY THE CALIFORNIA ARBITRATION ACT (CALIFORNIA CODE CIV. PROC. § 1281.8), OR OTHERWISE PROVIDED BY THIS AGREEMENT. EXCEPT FOR SUCH PROVISIONAL RELIEF, THE EXECUTIVE AGREES THAT ANY RELIEF OTHERWISE AVAILABLE TO THE COMPANY OR THE EXECUTIVE UNDER APPLICABLE LAW SHALL BE PURSUED SOLELY AND EXCLUSIVELY IN ARBITRATION PURSUANT TO THE TERMS OF THIS AGREEMENT.

Remedy. Except as provided by the Act, arbitration shall be the sole, exclusive, and final remedy for any dispute between Executive and the Company. Accordingly, except as provided by the Act and this Agreement, neither Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator will not order or require the Company to adopt a policy not otherwise required by law that the Company has not adopted.

Remedy. If Client breaches this Agreement by not paying any compensation or fee payments due, Consultant may terminate or suspend all performances or services remaining to be rendered by Consultant under this Agreement and Client will remain liable for all remaining payments due under this Agreement.

Alternative. The "Terminated Employer," in lieu of creation of the "spin-off plan" under # above, has the option to elect a transfer alternative in accordance with this [Subsection (c)].

Termination Not Exclusive Remedy. The termination of this Agreement shall not release either Party from its liability to the other Party under this Agreement arising from a breach of this Agreement or under Section 2.7 hereof.

No Remedy. The Executive acknowledges that the Company would not have an adequate remedy at law for monetary damages if the Executive breaches these Protective Covenants. Therefore, in addition to all remedies to which the Company may be entitled for a breach or threatened breach of these Protective Covenants, including but not limited to monetary damages, the Company shall be entitled to specific enforcement of these Protective Covenants and to injunctive or other equitable relief as a remedy for a breach or threatened breach. In addition, upon any breach of these Protective Covenants or any separate confidentiality agreement or confidentiality provision between the Company and the Executive, the Executive will be required to repay to the Company any amounts received pursuant to this Agreement (other than Accrued Unpaid Salary and Vacation Pay), and the Executive’s rights to receive any other unpaid compensation under this Agreement shall be forfeited.

Exclusive Remedy. The amounts payable pursuant to this [Section 5] shall constitute Executive’s sole and exclusive remedy in the event of the termination of Executive’s employment in accordance with [Section 5(a)].

AT THE SOLE OPTION OF LICENSOR, THE MAXIMUM LIABILITY OF THE LICENSOR WILL BE LIMITED EXCLUSIVELY TO EITHER: REPAIR, REPLACEMENT OR MODIFICATION OF THE NON- CONFORMING COMPONENTS OF THE SYSTEM, OR IF LICENSOR IS UNABLE TO REMEDY, THE REFUND OF A MAXIMUM OF THE THEN CURRENT MONTH OF FEES PAID BY LICENSOR.