Electronic Communications. Notices and other communications to the Lenders and the Issuers hereunder may be delivered or furnished by electronic communication (including e-mail and internet or intranet websites) pursuant to procedures approved by the Administrative Agent or as otherwise determined by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or any Issuer pursuant to [Article II] if such Lender or such Issuer, as applicable, has notified the Administrative Agent and the Company that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or any Borrower may, in its respective discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it or as it otherwise determines; provided that such determination or approval may be limited to particular notices or communications.

Communications, Etc. Each Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System. Any Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any of the Borrowers, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of such Borrower’s or the Administrative Agent’s transmission of communications through an Electronic System. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of a Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent or any Lender by means of electronic communications pursuant to this Section, including through an Electronic System.

Privileged Communications. In furtherance of this Agreement, it is expected that the Parties will, from time to time, disclose to one another privileged communications with counsel, including opinions, memoranda, letters and other written, electronic and verbal communications. Such disclosures are made with the understanding that they shall remain confidential in accordance with this ARTICLE 8, that they will not be deemed to waive any applicable attorney-client or attorney work product or other privilege and that they are made in connection with the shared community of legal interests existing between Allergan and UroGen, including the community of legal interests in avoiding infringement of any valid, enforceable patents of Third Parties and maintaining the validity of the Agreement Patents and UroGen Patents. In the event of any litigation (or potential litigation) with a Third Party related to this Agreement or the subject matter hereof, the Parties shall, upon either Party’s request, enter into a reasonable and customary joint defense agreement. In any event, each Party shall consult in a timely manner with the other Party before engaging in any conduct (e.g., producing information or documents) in connection with litigation or other proceedings that could conceivably implicate privileges maintained by the other Party. Notwithstanding anything contained in this Section 8.9, nothing in this Agreement shall prejudice a Party’s ability to take discovery of the other Party in disputes between them relating to this Agreement and no information otherwise admissible or discoverable by a Party shall become inadmissible or immune from discovery solely by this Section 8.9.

Electronic Communications. Notices and other communications to the [[Administrative Agent:Organization]], the ​, the Swingline [[Organization A:Organization]] and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including electronic mail address and Internet or intranet websites) pursuant to

“IT Assets” means software, computers, firmware, servers, workstations, routers, hubs, switches, data communications lines, and all other information technology equipment owned, leased or licensed by the Target Entities and used in support of the Business.

Officer Positions and Reporting Lines. During the Employment Term, you will have the title of Chairman of the Board, President and Chief Executive Officer of [[Organization A:Organization]] and will have the powers, responsibilities, duties and authority customary for the Chairman of the Board, President and Chief Executive Officers of corporations of the size, type and nature of the [[Organization B:Organization]], including, without limitation, those powers, responsibilities, duties and authority you had immediately prior to the Start Date and those subsequently acquired. During the Employment Term, you will report solely and directly to the Board of Directors of [[Organization A:Organization]] (the “Board”). During the Employment Term, you shall be the highest ranking executive of the [[Organization B:Organization]] (i.e., there shall be no executive of equal or higher ranking). During the Employment Term, your duties shall include all of your duties as of the Start Date and those subsequently acquired, including the public positioning of the [[Organization B:Organization]], and you shall have the sole authority to cause any [[Organization B:Organization]] business unit or operating division head, any executive officer of the [[Organization B:Organization]] and/or any other employee of the [[Organization B:Organization]], to report directly to you or another executive officer of [[Organization A:Organization]], subject to any applicable employment agreement now existing with such head or executive officer which requires them to report directly to you or to your titled position. For the sake of clarity and avoidance of doubt, your powers, responsibilities, duties and authority existing immediately prior to the Start Date shall extend to cover and include those powers, responsibilities, duties and authority necessary for your continued management of the [[Organization B:Organization]] each day during the Original Employment Term in a manner that is completely consistent with the operational and administrative protocols that you historically have enjoyed during your tenure as Chairman of the Board, which ability the parties mutually acknowledge and agree has been instrumental in your demonstrated capability to consistently focus on the strategic execution of the [[Organization B:Organization]]’s initiatives and successfully lead the [[Organization B:Organization]].

Catalog number and source of the cell Lines to be used:

Maximum of two lines of text with 18” maximum letter height.

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Section # Line of Business. Borrower shall not, and shall not permit its Subsidiaries to, engage in any line of business other than the lines of business of Borrower and its Subsidiaries existing on the date hereof, together with lines of business reasonably related or ancillary thereto.