Active Employment Requirement. Except as provided below, an Incentive Compensation Award shall be paid for an Incentive Compensation Award Period only to a Participant who is actively employed by the Company (or on approved vacation or other approved leave of absence) throughout the Incentive Compensation Award Period and who is employed by the Company on the date the Incentive Compensation Award is paid. The Committee may in its sole discretion # grant an Incentive Compensation Award for an Incentive Compensation Award Period to a Participant who is first employed or who is first promoted to a position conferring eligibility to participate in this Plan during the Incentive Compensation Award Period, or # authorize payment of an Incentive Compensation Award to a Participant whose employment is terminated during the Incentive Compensation Award Period because of the Participant’s retirement (as defined in the Company’s 401(k) plan), death, or disability as defined in Section 22(e)(3) of the Code. In such cases of active employment for part of an Incentive Compensation Award Period, a pro rata Incentive Compensation Award may be paid for the Incentive Compensation Award Period.

Permitted Active Ingredients. From time to time, in the event Allergan wishes to combine a Licensed Product with a pharmaceutically active ingredient (either as a fixed-dose combination or to be combined or mixed prior to or during administration), Allergan may do so by requesting such to UroGen in writing and UroGen shall have ​ days to respond to such request. If Allergan’s request is to combine a Licensed Product with a pharmaceutically active ingredient in order to ​, UroGen may only decline to grant Allergan’s request by written notice to Allergan if, at the time of receipt of such notice, UroGen # ​ or # ​. If UroGen grants Allergan’s request, the pharmaceutically active ingredient subject to the request shall be deemed a “Permitted Active Ingredient” under this Agreement. Notwithstanding any of the foregoing, in the event UroGen does not respond to Allergan’s request under this Section 2.10 within ​ days, UroGen shall have no right to reject Allergan’s request and the pharmaceutically active ingredient subject to the request shall be deemed a “Permitted Active Ingredient” under this Agreement. If, ​ months following the designation of any pharmaceutically active ingredient as a Permitted Active Ingredient under this Section 2.10, Allergan has not initiated a pre-clinical or clinical development program pursuant to which a product containing the RTGel Product and such ingredient as one of the active ingredients of such product is being developed, then such pharmaceutically active ingredient shall cease to be a Permitted Active Ingredient. For clarity, nothing in this Section 2.10 shall restrict UroGen’s use of any Permitted Active Ingredient in ​ = 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.

“Raw Materials” means all ingredients, solvents, consumables (including Resins), and other components of the Product required to perform the Manufacturing Process or Services and to be procured by Lonza, as further set forth in the bill of materials detailing the same. For the avoidance of doubt, Customer Product Components and Customer Supplied Raw Materials are not considered to be Raw Materials.

Death During Active Service. If the Participant dies while in active service of the Bank, the Bank shall pay to the participant’s beneficiary the benefit described in this Section 4.3.

“Raw Materials” means any and all raw materials and components needed by Supplier to manufacture, label or package the Parts according to the terms and conditions of this Agreement.

“Graphite Technology” means # Graphite Materials and any intermediates, components, or derivatives of Graphite Materials; # Product and any intermediates, components, or derivatives of Product Manufactured under this Agreement; # Specifications; and # the Technology of Graphite either # existing prior to the Effective Date, or # developed or obtained by or on behalf of Graphite independent of this Agreement and without reliance upon the Confidential Information of WuXi ATU.

Disclosure Materials. The Mortgagor has executed a statement to the effect that the Mortgagor has received all disclosure materials required by, and [[Organization C:Organization]] has complied with, all applicable law with respect to the making of the Mortgage Loans. [[Organization C:Organization]] shall maintain such statement in the Mortgage File.

Hazardous Materials. As of the Effective Date, Paragraph 57 of the Original Lease is hereby modified and amended # so as to clarify that the restrictions, obligations and liabilities of ​ pursuant to said Paragraph 57 shall be deemed to apply to both # the introduction by any person or entity (other than Landlord, its agents or contractors) of any Hazardous Materials in or on the Demised Premises during the Term of the Lease and # the introduction by ​ or any of ​’s Related Parties of any Hazardous Materials in, on or under any other portion of the Building or the Real Property; # to add the following paragraph to Paragraph 57 of the Original Lease:

Hazardous Materials. Tenant fails to perform or breaches any agreement or covenant to be performed or observed by Tenant under Paragraph 4.4 above and such failure or breach continues for more than ten (10) days after Landlord gives written notice thereof to Tenant; provided, however, that if, by the nature of such agreement or covenant, such failure or breach cannot reasonably be cured within such period of ten (10) days, an Event of Default shall not exist as long as Tenant commences the curing of such failure or breach within such period of ten (10) days and, having so commenced, thereafter prosecutes such cure with diligence and dispatch to completion as soon as may be reasonably practicable thereafter.

Hazardous Materials. Tenant shall not allow, cause or permit any Hazardous Materials to be generated, used, treated, released, stored or disposed of in or about the Building or the Land, provided that Tenant may use and store normal and reasonable quantities of standard cleaning and office materials (such as, without limitation, toner, [[Unknown Identifier]] printing supplies) in the Premises so long as such materials are properly, safely and lawfully stored and used by Tenant and the quantity of same does not equal or exceed a “reportable quantity” as defined in 40 C.F.R. 302 and 305, as amended, or any applicable state or local law that requires reporting. At the expiration or earlier termination of this Lease, with respect to conditions relating to Hazardous Materials existing on account of Tenant’s use or occupancy of the Premises or any action or inaction of Tenant or any Agent respecting Hazardous Materials (it being understood that the term “inaction” as used in this Section shall not impose upon Tenant any obligation to remove Hazardous Materials existing in the Premises as of the Lease Commencement Date which were introduced into the Premises by anyone other than Tenant or any Agent, unless and to the extent such condition is knowingly aggravated as a result of Tenant’s use or occupancy of the Premises), Tenant shall surrender the Premises to Landlord free of Hazardous Materials that are in violation of Environmental Laws. Notwithstanding the termination or any other provision of this Lease, Tenant shall indemnify, defend (with counsel approved by Landlord) and hold Landlord and Landlord’s Representatives harmless from and against any and all Claims of any kind or nature, known or unknown, contingent or otherwise, which arise out of or are in any way related to the acts or omissions of Tenant or any Agent (including, but not limited to, reasonable attorneys’, consultant, laboratory and expert fees and any diminution in the value of the Building, damages for the loss or restriction on use of any space or amenity of the Building and damages arising from any adverse impact on marketing of space), whether before, during or after the Lease Term arising from or related to the generation, use, presence, transportation, storage, treatment, disposal, spill, release or discharge of Hazardous Materials by Tenant or any Agent in or about the Premises or the Building. Notwithstanding the termination or other provision of this Lease Landlord shall indemnify, defend (with counsel approved by Tenant) and hold Tenant and Tenant’s Representatives harmless from and against any and all Claims of any kind or nature which are arise out of or are in any way related to the acts or omissions of Landlord or any Landlord’s Representative (including but not limited to, reasonable attorneys’, consultant, laboratory and expert fees and damages for the loss or restriction on use of the Premises or any other space or amenity of the Building) arising from or related to the generation, use, presence, transportation, storage, treatment, disposal, spill, release or discharge or Hazardous Materials by Landlord or any Landlord’s Representative. Tenant shall: # give Landlord prompt verbal and follow-up written notice of any Environmental Default, or circumstance that could reasonably be expected to give rise to an Environmental Default, of which Tenant has actual knowledge, which Environmental Default (if arising) Tenant shall cure in accordance with all Environmental Laws and only after Tenant has obtained Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; and # promptly deliver to Landlord copies of any material written notices or other items received by Tenant from or submitted by Tenant to any governmental or quasi-governmental agency respecting Hazardous Materials, or any claim instituted or threatened in writing against Tenant by any third party, concerning Hazardous Materials and the Premises, the occupancy or use thereof as it relates to Hazardous Materials, or the existence or potential existence of Hazardous Materials therein. To the extent required by applicable Environmental Laws, Tenant covenants to promptly investigate, clean up and otherwise remediate, at Tenant’s sole cost and expense, any spill, release or discharge of Hazardous Materials at or about the Premises, the Building and/or the Land to the extent caused by the acts or omissions of Tenant or Agents. Such investigation, clean up and remediation shall be performed in accordance with applicable Environmental Laws and to the reasonable satisfaction of Landlord and only after Tenant has obtained Landlord’s written consent, such consent not to be unreasonably withheld, conditioned or delayed. Upon any Environmental Default, in addition to all other rights available to Landlord under this Lease, at law or in equity, Landlord shall have the right but not the obligation to enter the Premises, to supervise and approve any actions taken by Tenant to address the Environmental Default, and, if Tenant fails to address same with reasonable promptness in accordance with this Lease, to take such actions as may be required by applicable Environmental Law to cure the Environmental Default. If any governmental agency shall require testing to ascertain whether an Environmental Default by Tenant is pending or threatened, then, subject to Tenant’s right to contest such requirement as provided herein, Tenant shall pay the costs therefor as additional rent within thirty (30) days following Landlord’s written invoice therefor, accompanied by commercially reasonable back-up documentation for such costs. Promptly upon Landlord’s written request, Tenant shall execute from time to time affidavits, representations and similar documents concerning Tenant’s knowledge and belief regarding the presence of Hazardous Materials at or in the Premises. Landlord shall have the right but not the obligation, at all reasonable times during the Lease Term, to inspect the Premises and conduct tests and investigations and take samples to determine whether Tenant is in compliance with the provisions of this Article, and to request lists of all Hazardous Materials used or stored at the Premises. In conducting any such tests, investigations or sampling, Landlord shall use diligent efforts to minimize any interference with Tenant’s use of or access to the Premises. The cost of any such inspections, tests and investigations shall be paid by Landlord at its sole cost and expense, except that the reasonable costs of such inspections, tests and investigations shall be borne by Tenant where the same disclose that Tenant is not in compliance with the requirements of this Lease respecting Hazardous Materials in all material respects. Landlord will provide Tenant with reasonable prior notice of any such inspection in advance thereof, other than in cases of emergency where Landlord shall endeavor to provide Tenant contemporaneous telephonic or e-mail notice. At any time during the Lease Term, Landlord may, after reasonable prior written notice to Tenant, perform an environmental site assessment or environmental audit of the Premises to assess with a reasonable degree of certainty the presence or absence of any Hazardous Materials in the Premises and the potential costs in connection with abatement, cleanup, or removal of any Hazardous Materials placed within or released from the Premises by Tenant or any Agent. Tenant will reasonably cooperate with Landlord and allow Landlord and Landlord’s Representatives reasonable access to any and all parts of the Premises and to the records of Tenant with respect to the Premises and Hazardous Materials for the purpose of performing such environmental site assessment or environmental audit. In conducting any such assessment or audit, Landlord shall use diligent efforts to minimize any interference with Tenant’s use of or access to the Premises. The cost of any such assessments or audits shall be paid by Landlord at its sole cost and expense, except Tenant shall pay the cost of any such assessment or audit which indicates that Hazardous Materials have been placed in or have been released from the Premises by Tenant or any Agent in violation of the terms of this Lease.