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. As used in this Lease, the term “Hazardous Material” means any flammable items, hazardous or toxic substances, including any substances defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials” or “toxic substances” now or subsequently regulated under any applicable federal, state or local laws or regulations, including without limitation petroleum-based products, paints, pesticides, asbestos, PCBs and similar compounds, and including any materials subsequently found to have adverse effects on the environment or the health and safety of persons. Tenant shall not cause or permit any Hazardous Material to be generated, produced, brought upon, used, stored, treated or disposed of in or about the Premises, the Building or the Project by Tenant or any Tenant Party without the prior written consent of Landlord. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent but in compliance with all applicable laws and Regulations, use legal amount of materials customarily used by occupants of commercial office space, so long as such use does not expose the Premises, the Building or the Project to any risk of contamination or damage or expose Landlord to any liability therefore.

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. ​ and ​ agree as follows with respect to the existence or use of “Hazardous Materials,” as that term is defined in [Section 29.37.4], below, on the Project.

Hazardous Materials As used herein, the term “Hazardous Materials” means any hazardous, radioactive or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of California or the United States

Hazardous Materials. Subtenant shall not use, store, transport or dispose of any Hazardous Materials (as defined in the Master Lease) in or about the Subleased Premises except as expressly permitted under the Master Lease, as incorporated herein, including Section 5.3 thereof. In the Shared Area, Subtenant shall not use, store, transport or dispose of any Hazardous Materials except for normal types and quantities of Hazardous Materials typically used in connection such space, which Subtenant may use in strict compliance with all applicable laws and regulations.

Hazardous Materials. As used in this Lease, the term “Hazardous Material” means any flammable items, hazardous or toxic substances, including any substances defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials” or “toxic substances” now or subsequently regulated under any applicable federal, state or local laws or regulations, including without limitation petroleum-based products, paints, pesticides, asbestos, PCBs and similar compounds, and including any materials subsequently found to have adverse effects on the environment or the health and safety of persons. Tenant shall not cause or permit any Hazardous Material to be generated, produced, brought upon, used, stored, treated or disposed of in or about the Premises, the Building or the Project by Tenant or any Tenant Party without the prior written consent of Landlord. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent but in compliance with all applicable laws and Regulations, use legal amount of materials customarily used by occupants of commercial office space, so long as such use does not expose the Premises, the Building or the Project to any risk of contamination or damage or expose Landlord to any liability therefore.

Raw Materials. Supplier agrees to maintain all documentation/records regarding its procurement of all raw materials ("Materials") for a period of 5 years. Supplier shall not amend, change or supplement any of the following without Buyer's prior written consent: # the Specifications; # the Materials; or # the process for manufacturing the Hemp Extracts. Any change in any of the foregoing shall, in each case, comply with all applicable laws, regulations and agency requirements. In the event that Supplier desires to change any of the foregoing, Supplier agrees to immediately notify Buyer of such change in writing, and if Buyer agrees to such change, Supplier shall be responsible, at its sole expense, for ensuring that all Hemp Extracts manufactured following such change strictly conform to the change in Specifications, Materials or the manufacturing process.

Regulatory Materials. The Opt-Out Party will grant to the Continuing Party a right of reference under all Regulatory Materials and Regulatory Approvals for such Reversion Product that are Controlled by the Opt-Out Party or its Affiliates (other than Regulatory Materials and Regulatory Approvals for the Manufacture of the ACTR T-cells or the SGI Antibodies, as applicable, which will be retained by Unum or SGI, respectively), unless and until assigned to the Continuing Party pursuant to any Transition Agreement.

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.

Conversion. Borrower may convert LIBOR Rate Loans to Base Rate Loans at any time; provided, that in the event that LIBOR Rate Loans are converted or prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any prepayment through the required application by Agent of any payments or proceeds of Collateral in accordance with [Section 2.4(b)] or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, Borrower shall indemnify, defend, and hold Agent and the Lenders and their Participants harmless against any and all Funding Losses in accordance with [Section 2.12] (b)(ii).

Conversion. In the event that the Loans become immediately due and payable on any date pursuant to Article VII, all amounts # that any Borrower is at the time or becomes thereafter required to reimburse or otherwise pay to the Administrative Agent in respect of LC Disbursements made under any Letter of Credit denominated in any currency other than US Dollars (other than amounts in respect of which the Borrowers have deposited cash collateral, if such cash collateral was deposited in the applicable currency), # that the Global Tranche Lenders are at the time or become thereafter required to pay to the Administrative Agent (and the Administrative Agent is at the time or becomes thereafter required to distribute to the applicable Issuing Bank) pursuant to paragraph # of this Section in respect of unreimbursed LC Disbursements made under any Letter of Credit denominated in any currency other than US Dollars and # of each Global Tranche Lender’s participation in any Letter of Credit denominated in any currency other than US Dollars under which an LC Disbursement has been made shall, automatically and with no further action required, be converted into the US Dollar Equivalent, calculated using the LC Exchange Rate on such date (or in the case of any LC Disbursement made after such date, on the date such LC Disbursement is made), of such amounts. On and after such conversion, all amounts accruing and owed to the Administrative Agent, any Issuing Bank or any Global Tranche Lender in respect of the obligations described in this paragraph shall accrue and be payable in US Dollars at the rates otherwise applicable hereunder.