In any arbitration pursuant to this Agreement, the award or decision shall be rendered by a majority of the members of the panel provided for herein, with each member having one (1) vote. The arbitrators shall render a written decision with their resolution of the dispute that shall set forth in reasonable detail the facts of the dispute and the reasons for their decision. The decision of the arbitrators shall be final and non-appealable and binding on the Parties.

Arbitration. Executive shall have the option to elect (in lieu of litigation) to have any dispute or controversy arising under or in connection with this Agreement settled by arbitration, conducted by a panel of three arbitrators in a location selected by Executive within fifty (50) miles from the location of his job with the Company, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrators’ award in any court having jurisdiction.

Dispute Resolution. Any controversy, dispute, or claim arising out of, in connection with, or in relation to the interpretation, performance or breach of this Agreement or any agreement or other instrument executed pursuant hereto or otherwise arising out of the execution of any of the foregoing, including any claim based on contract, tort, or statute, shall be resolved or determined, at the request of any Party, by arbitration conducted in New York City by a panel of three (3) arbitrators, in accordance with then-existing Rules for Commercial Arbitration of the American Arbitration Association. Any applicable rule of arbitration thereunder will be liberally interpreted to allow for the maximum discovery possible. Each Party to such arbitration shall select one (1) arbitrator and the two (2) arbitrators selected shall designate a third neutral arbitrator. Any judgment or award rendered by the arbitrators will be final, binding and non-appealable, and judgment may be entered by any state or Federal court having jurisdiction thereof. The arbitrators shall be required to decide the controversy in accordance with applicable substantive law. Any controversy concerning whether a dispute is an arbitrable dispute or as to the interpretation or enforceability of this Section 12.2 shall be determined by the arbitrators. The arbitrators must have substantial professional experience with regard to transactions of the type contemplated by this Agreement. All arbitration proceedings shall be held in the strictest of confidence and all Parties and counsel shall be bound by such requirement of confidentiality. The Parties intend that this agreement to arbitrate be valid, enforceable and irrevocable. The designation of a situs or a governing law for this Agreement or the arbitration shall not be deemed an election to preclude application of the Federal Arbitration Act, if it would be applicable. In the arbitrators’ award, the arbitrators shall allocate, in their discretion, among the parties to the arbitration all costs of arbitration, including the fees of the arbitrators and reasonable attorney’s fees, costs and expert witness expenses of the Parties. Notwithstanding the foregoing, any Party shall have the right to seek injunctive or other equitable relief in a court of competent jurisdiction to enforce its rights or otherwise to seek remedial actions for violations of this Agreement.

If Investor fails to submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph # above, then Company may at any time prior to Investor so designating the Proposed Arbitrators, identify the names of three (3) arbitrators that are designated as “neutrals” or qualified arbitrators by Utah ADR Service by written notice to Investor. Investor may then, within five (5) calendar days after Company has submitted notice of its Proposed Arbitrators to Investor, select, by written notice to Company, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Investor fails to select in writing and within such 5-day period one (1) of the three (3) Proposed Arbitrators selected by Company, then Company may select the arbitrator from its three (3) previously selected Proposed Arbitrators by providing written notice of such selection to Investor.

Upon receipt of an Arbitration Notice by a Party, the applicable Dispute shall be resolved by final and binding arbitration before a panel of three experts with relevant industry experience (the “Arbitrators”). Each of UroGen and Allergan shall promptly select one Arbitrator each, which selections shall in no event be made later than ​ days after the notice of initiation of arbitration. The third Arbitrator shall be chosen promptly by mutual agreement of the Arbitrator chosen by UroGen and the Arbitrator chosen by Allergan, but in no event later than ​ days after the date that the last of such Arbitrators was appointed. The Arbitrators shall determine what discovery will be permitted, consistent with the goal of reasonably controlling the cost and time that the Parties must expend for discovery; provided that the Arbitrators shall permit such discovery as they deem necessary to permit an equitable resolution of the dispute. The arbitration shall be administered by ​ (or its successor entity) in accordance with the then current ​, except as modified in this Agreement. The arbitration shall be held in ​, and the Parties shall use reasonable efforts to expedite the arbitration if requested by either Party. The Arbitrators shall, within ​ days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The decision or award rendered by the Arbitrators shall be final and non-appealable, and judgment may be entered upon it in accordance with Applicable Law in ​ or any other court of competent jurisdiction. The Arbitrators shall be authorized to award compensatory damages, but shall not be authorized to reform, modify or materially change this Agreement or any other agreements contemplated hereunder. Each Party shall bear its own counsel fees, costs, and disbursements arising out of the arbitration described in this Section 12.5.2, and shall pay an equal share of the fees and costs of the Arbitrators and all other general fees related to the arbitration; provided, however, the Arbitrators shall be authorized to determine whether a Party is the prevailing Party, and if so, to award to that prevailing Party reimbursement for its reasonable counsel fees, costs and disbursements (including expert witness fees and expenses, photocopy charges, or travel expenses), or the fees and costs of the Arbitrators. Unless the Parties otherwise agree in writing, during the period of time that any arbitration proceeding is pending under this Agreement, the Parties shall continue to comply with all those terms and provisions of this Agreement that are not the subject of the pending arbitration proceeding. Nothing contained in this Agreement shall deny any Party the right to seek injunctive or other equitable relief from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm, and such an action may be filed and maintained notwithstanding any ongoing arbitration proceeding. All arbitration proceedings and decisions of the Arbitrator under this Section 12.5.2 shall be deemed Confidential Information of both Parties under ARTICLE 8.

Costs. The “prevailing” Party, as determined by the arbitrators, shall be entitled to # its share of fees and expenses of the arbitrators and # its attorneys’ fees and associated costs and expenses. In determining which Party “prevailed,” the arbitrators shall consider # the significance, including the financial impact, of the claims prevailed upon and # the scope of claims prevailed upon, in comparison to the total scope of the claims at issue. If the arbitrators determine that, given the scope of the arbitration, neither Party “prevailed,” the arbitrators shall order that the Parties # share equally the fees and expenses of the arbitrators and # bear their own attorneys’ fees and associated costs and expenses.

Decisions of the arbitrators shall be by the majority vote, and from their written decision there shall be no appeal. The cost of arbitration, including the fees of the arbitrators, shall be borne by the losing party unless the arbitrators shall otherwise decide.

Section #2Number and Appointment of Arbitrators. Except as provided herein, the appointment of the arbitrators shall be made in accordance with the relevant provisions of the Rules. The arbitral tribunal shall be composed of three arbitrators (the “Tribunal”). Each Party shall appoint one arbitrator within 30 days of the filing of the request for arbitration, and the two arbitrators so appointed shall together appoint the presiding arbitrator by mutual agreement within 20 days of their appointment. If a Party fails to appoint its party-appointed arbitrator or if the two party-approved arbitrators fail to appoint the presiding arbitrator within the applicable time period, the LCIA Court shall appoint the remainder of the three arbitrators not yet appointed.

The Arbitration. Any arbitration pursuant to this Section 7(h) shall take place within Fairfield County, Connecticut, under the auspices of the American Arbitration Association, in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association then in effect, and before a panel of three arbitrators selected in accordance with such rules. Judgment upon the award rendered by the arbitrators will be final and binding on both parties and may be entered in any state court sitting in Fairfield County, Connecticut; or any federal court in the District of Connecticut.

Award Agreement. Each Award shall be evidenced by an Award Agreement stating the terms and conditions applicable to such Award, consistent with the requirements of the Plan and any applicable Program.