Safety. Service Provider will be solely responsible for conforming to safety practices dictated by the nature and condition of the Services while at the Site, including compliance with OSHA of 1970. Service Provider and its Representatives must be trained in accordance with applicable OSHA Standards. Within a reasonable time following a specific request by Owners, Service Provider shall provide Owners copies of training records for its Representatives concerning a particular safety and health standard and/or particular substantive or technical training requirement of the job.

Safety Agreements. Promptly after the Effective Date, but in any event no later than the date of Initiation of the first Clinical Trial of a Development Candidate in the Territory, the Parties will enter into one or more safety agreement(s) requiring # Unum to be responsible for the global safety database that are specific to the ACTR T-cells within the Development Candidates and Products, # SGI to be responsible for the global safety database that are specific to the SGI Antibodies within the Development Candidates and Products, and # either Unum or SGI to be responsible for the global safety database for Development Candidates and Products, such Party to be determined by the JSC by reference to any requirements under Applicable Law (if any), whether the expected safety needs of the applicable Development Candidate and Product are more likely attributable to the applicable ACTR T-cells or the SGI Antibody, prior experiences in interacting with Regulatory Authorities regarding those applicable ACTR T-cells and SGI Antibody, and other relevant factors. The safety agreement(s) will govern the responsibilities of the Parties and include # safety data exchange procedures governing the coordination of collection, investigation, reporting and exchange of information concerning any adverse experiences, and any product quality and product complaints associated with adverse experiences, related to such Development Candidates and Products sufficient to enable each Party to comply with its legal and regulatory obligations, and # obligations on the Party responsible for such global safety database for Development Candidates and Products to make such database readily available to the other Party in such format and in a timely manner as the other Party may reasonably request and any in event in a manner sufficient for such other Party to comply with any other product safety requirements, including those required by Applicable Law. In addition, as appropriate, such safety agreement(s) will include the safety data exchange procedures governing the exchange of information affecting the class (e.g., serious adverse events, emerging safety issues).

SGI will have the right to terminate this Agreement upon ninety (90) days prior written notice to Unum with an explanation contained therein if, in the reasonable opinion of SGI’s senior management, the Research, Development or Commercialization of all Development Candidates and associated Products must be terminated for Safety Reasons attributable to ACTR T-cells. If SGI terminates this Agreement pursuant to this [Section 16.5(a)], then any obligation of SGI to continue to supply SGI Antibodies or of Unum to supply ACTR T-cells, or for either Party to otherwise facilitate the continued Development and Commercialization of Development Candidates and associated Products, under [Section 16.6(a)] will be of no force or effect. For clarity, Unum may challenge any such termination as an Arbitral Matter under [Article 17]; provided that the applicable Clinical Trial will be suspended pending the resolution of such challenge.

Safety Database. The Parties shall in good faith negotiate and execute a mutually acceptable pharmacovigilance agreement addressing drug safety and adverse event reporting and compliance (the “Pharmacovigilance Agreement”) within ninety (90) days following the Effective Date. Before the execution of such Pharmacovigilance Agreement, the terms of this [Section 3.2.3] apply. Allergan shall establish, hold and maintain (at Allergan’s cost and expense) a safety database for Licensed Products. UroGen shall provide Allergan with all information necessary for Allergan to comply with its pharmacovigilance responsibilities in the Territory, including, as applicable, any adverse drug experiences (including those events or experiences that are required to be reported to the FDA under 21 C.F.R. [[sections 312.32 or 314.80]0]]0] or to foreign Regulatory Authorities under corresponding Applicable Law outside the United States), from pre-clinical or clinical laboratory, animal toxicology and pharmacology studies, clinical studies and commercial experiences with an RTGel Product or Licensed Product. Allergan shall provide UroGen a copy of all Information maintained by Allergan in the Allergan safety database for Licensed Products or otherwise, to the extent such Information is related to RTGel Products or otherwise as necessary for UroGen to comply with Applicable Law or a request by a Regulatory Authority.

Provision of Chemical Structures. For each CDC for which Ag Partner requests in writing from Legacy chemical structure information concerning such CDC in accordance with the Existing Ag Agreement, Legacy shall have the right, to the extent it is obligated to provide such information to Ag Partner under the Existing Ag Agreement, to request in writing from Primary such information and the right to reveal such information to Ag Partner, and promptly following such a request, Primary shall provide to Legacy, and Legacy shall be permitted to reveal (to the extent permitted by the Existing Ag Agreement), such chemical structure information concerning such CDC.

“Safety Program” means the comprehensive safety program that governs all of Service Provider’s activities at the Site in connection with its performance of the Services.

Program Documents. The Program Documents duly executed and delivered by the parties thereto.

Exchange Program. The Administrator may not institute an Exchange Program.

Program Awards. Program Awards will consist of restricted stock units (“RSUs”) awarded under [Section 9] of the Plan. An Eligible Director shall be automatically granted a Program Award in the form of RSUs as follows: # in the case of an Eligible Director who is first elected to the Board between annual meetings of stockholders of the Company, on the date of such first election; and # in case of each Eligible Director (including an Eligible Director described in [clause (i)]) who is elected (including reelected) at an annual meeting of stockholders of the Company, immediately following each such annual meeting.

Health and Safety. Farmor is not aware of and has not been notified of the occurrence of any material health or safety incident concerning the Contract and the operations related thereto.

“Information” means all technical, scientific and other know-how and information, trade secrets, knowledge, technology, means, methods, processes, practices, formulae, instructions, skills, techniques, procedures, experiences, ideas, technical assistance, designs, drawings, assembly procedures, computer programs, apparatuses, specifications, data, results and other material, including: biological, chemical, pharmacological, toxicological, pharmaceutical, physical and analytical, pre-clinical, clinical, safety, manufacturing and quality control data and information, including study designs and protocols, assays and biological methodology, in each case (whether or not confidential, proprietary, patented or patentable) in written, electronic or any other form now known or hereafter developed.

As used herein, “Environmental Laws” means all laws, statutes, rules, regulations, ordinances, common law and other pronouncements (including, without limitation, guidance documents) having the effect of law of the United States or of any other governmental authority, any writ, judgment, decree, injunction or similar order, directive or other requirement of any governmental authority (in each such case whether preliminary or final), and contractual obligations concerning pollution or protection of the indoor or outdoor environment, sanitation, public and worker health and safety, including Laws relating to wetlands, emissions, discharges, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials or wastes into the indoor or ambient air, surface water, groundwater, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials or wastes including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, the Comprehensive Environmental Response, Compensation and Liability Information System, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, the Toxic Substances Control Act, the Occupational Safety and Health Act, and similar federal, state, provincial, municipal or local Laws, in all cases as have been or may be amended from time to time.

“Know-How” shall mean any and all proprietary information and materials (whether patentable or not) related to the Licensed Compound, Licensed Product, any Combination Product, formulation, product improvement and/or indication, or the Development, Manufacture or use of any of the foregoing, that are not in the public domain, including, without limitation, # ideas, discoveries, inventions, improvements, technology or trade secrets, # pharmaceutical, chemical and biological materials, products, components or compositions, # methods, procedures, formulas, processes, tests, assays, techniques, regulatory requirements and strategies, # biological, chemical, pharmacological, toxicological, pharmaceutical, physical and analytical, clinical, safety, Manufacturing and quality control data and information related thereto, # technical and non-technical data and other information related to the foregoing, # drawings, plans, designs, diagrams, sketches, specifications or other documents containing or relating to such information or materials and # all applications, registrations, licenses, authorizations, approvals and correspondence relating to the Licensed Compound and/or Licensed Product submitted to Regulatory Authorities.

Assists President/COO in the design, marketing, promotion, delivery and quality of programs, products and services per plan(s) developed with and authorized by the President/COO.

“Hazardous Materials” means # any “hazardous substance,” “pollutant,” “contaminant,” “hazardous waste,” “regulated substance,” “hazardous chemical” or “toxic chemical” as designated, listed or defined (whether expressly or by reference) in any Environmental Law; # any other pollutant, chemical, substance, toxic, infectious, carcinogenic, reactive, corrosive, ignitable or flammable chemical, or chemical compound, or hazardous substance, material or waste, whether solid, liquid or gas, that is subject to regulation, control or remediation under any Environmental Laws, including any quantity of asbestos in any form, urea, formaldehyde, polychlorinated biphenyls (PCBs), radon gas, petroleum, waste oil, crude oil, or any fraction thereof, all forms of natural gas, petroleum products or by-products or derivatives, and # any compound, mixture, solution, product or other substance or material that contains any hazardous substance or material referred to in [clause [(a) and (b) above]e]].

“Environmental, Health and Safety Law” means any applicable present and future federal, state, tribal or local Law or valid and legally-binding Order, permit or license of any Governmental Entity relating to (a) the protection, preservation or restoration of the environment (including air, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource) or (b) the exposure to, or the possession, presence, use, storage, generation, management, transportation, emission, release, threatened release, abatement, removal, remediation, treatment, or disposal of Hazardous Substances, including the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., the Clean Air Act, 33 U.S.C. § 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Safe Drinking Water Act, 42 U.S.C. § 3001 et seq., the Emergency Planning and Community Right-To-Know Act, 42 U.S.C. § 1101 et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., the Federal Pipeline Safety Act, 49 U.S.C. § 60101 et seq., and any so-called “Super Fund” or “Super Lien” law, including those administered by the Environmental Protection Agency, the Occupations Safety and Health Administration, the Pipeline and Hazardous Materials Transportation Administration, and any similar federal, state, tribal and local Laws concerning the environment, industrial hygiene, pipeline safety, hazardous materials transportation, chemical security and anti-terrorism or public health or safety.

General. Seller Covenants that it will take appropriate actions necessary to protect health, safety and the environment, including, without limitation, in the workplace and during transport and has established an effective program to ensure any suppliers it uses to perform the work called for under this Order will be in compliance with [Section 15] of this Order.

Health & Safety. Failure to provide workers a workplace that meets applicable health, safety and security standards.

“Hazardous Materials” means # any material or substance defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “toxic substances” or any other formulations intended to define, list or classify substances by reason of their deleterious properties, # any oil, petroleum or petroleum derived substance, # any flammable substances or explosives, # any radioactive materials, # asbestos in any form, # electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty parts per million, # pesticides or # any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any governmental agency or authority or which may or could pose a hazard to the health and safety of persons in the vicinity thereof.

“Occupational Safety and Health Law Claim” means any claim arising under the Occupational Safety and Health Law.