Cooperation with Company. You agree to assist and cooperate (including, but not limited to, providing information to ​ and/or testifying truthfully in a proceeding) in the investigation and handling of any internal investigation, governmental matter, or actual or threatened court action, arbitration, administrative proceeding, or other claim involving any matter that arose during the period of Your employment. You shall be reimbursed for reasonable expenses actually incurred in the course of rendering such assistance and cooperation. Your agreement to assist and cooperate shall not affect in any way the content of information or testimony provided by You.

In order to enable Aspen to provide the services requested, the Company agrees to provide to Aspen, among other things, all information reasonably requested or required by Aspen including, without limitation, information concerning historical and projected financial results of the Company and its subsidiaries. The Company also agrees to make available to Aspen such representatives of the Company, including, among others, directors, officers, employees, outside counsel and independent certified public accountants, as Aspen may reasonably request.

Cooperation with the Company. You will cooperate fully with the Company in its defense of or other participation in any administrative, judicial or other proceeding arising from any charge, complaint or other action that has been or may be filed.

Cooperation. Each Party shall fully cooperate and take all further actions, as the other Party may reasonably request and at the requesting Party’s expense, to effectuate the allocation of ownership set forth in this [Section 5]. Without limiting the foregoing, each Party shall ensure that each of its employees, agents, and independent contractors (including subcontractors) and those of its licensees (including sublicensees) performing Collaboration activities, before commencing such activities, is bound by written invention assignment and confidentiality obligations, including to: # promptly report any invention, discovery, or other Intellectual Property Right invented, created, conceived, developed, or otherwise made by such employee, agent, or independent contractor; # presently assign to the applicable Party all of their right, title, and interest in and to any such invention, discovery, or other Intellectual Property Right; # cooperate in the preparation, filing, prosecution, maintenance, and enforcement of any Patent Right Covering any such invention; and # perform all acts and execute, acknowledge, and deliver any and all documents, required for effecting the obligations and purposes of this [Section 5].

Cooperation. Seller and its representatives shall cooperate with Buyer and its representatives, including Buyer’s auditors and counsel, in the preparation of any documents or other materials required in connection with the transactions contemplated by this Agreement, including with respect to # obtaining DPSC approval and a CPCN to provide exclusive wastewater service to all areas within where the Company operated, and # amendments to existing Company contracts as provided in [Sections 7(f) and 7(g)])] below. Seller shall cooperate with Buyer in connection with any filings with any governmental entity with authority over the parties or the transactions contemplated by this Agreement and shall use their reasonable good faith efforts to furnish to Buyer all information required for any such filing to be made with any such governmental authority in connection with the transactions contemplated by this Agreement.

Cooperation. The Parties will take such further action and execute such further assurances, documents and certificates as either Party may reasonably request to effectuate the purposes of this Agreement.

Cooperation. Each Party shall provide the other Party all reasonable assistance and cooperation in the patent prosecution and extension efforts in accordance with this [Section 5.4], including by providing any necessary powers of attorney and executing any other required documents or instruments for such prosecution or extension applications.

Cooperation. During the term of the Executive’s employment by the Company and following the termination of the Executive’s employment with the Company, taking into account the Executive’s other reasonable personal and professional commitments, the Executive agrees to reasonably assist the Company and its representatives and agents with any business, investigation and/or litigation (or potential litigation) matters affecting or involving the Company relating to Executive’s period of employment. The Company will reimburse the Executive for all associated reasonable costs of travel.

Cooperation. Each Party shall provide the JRC such information as required under this Agreement or as otherwise reasonably requested by the other Party and reasonably available to such Party to enable the other Party to perform its obligations under this Agreement, in each case relating to the progress against the goals or performance of activities under each Work Plan.

Cooperation. Regardless of whether the Indemnitor chooses to defend or prosecute any Third Party Claim, Indemnitee shall, and shall cause each other indemnitee to, cooperate in the defense or prosecution thereof and shall furnish such records, proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during Indemnitee’s normal business hours, and reasonable retention by the Indemnitee of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Indemnitor shall reimburse the Indemnitee for all of its reasonable out-of-pocket expenses in connection therewith as set forth in [Section 10.2.4].

Cooperation. During the period of time from and after the Closing Date through the final determination and payment of the Final Closing Date Purchase Price in accordance with this [Section 2.5], # the Representative and Purchaser shall, and Purchaser shall cause the Company and each of its and the Company’s representatives to, reasonably cooperate and assist in any review by the Accounting Referee of the Closing Statement and the calculations of the Closing Date Purchase Price and in the conduct of the review referred to in this [Section 2.5] and # Purchaser and the Representative shall afford, and Purchaser shall cause the Company to afford, to one another and any accountants, counsel or financial advisers retained by one another in connection with the review of the Closing Date Purchase Price, and afford to the Accounting Referee in connection with any review by it in accordance with this [Section 2.5], and subject to signing a customary confidentiality agreement and any other customary document required by any accountants providing work papers, adequate access during normal business hours upon reasonable advance notice to the applicable books, records and personnel (including the Company’s accountants) of the Company and such representatives (including the work papers of the Company’s accountants) relevant to the review or preparation of the Closing Statement and to the determination of the Closing Date Purchase Price and, if requested by the Representative and readily available to Purchaser, shall provide any such books and records electronically and in such formats as are reasonably requested.

Cooperation. For a period of five (5) years commencing on the Closing Date, Purchaser and the Representative shall (and shall cause their respective Affiliates to) # assist the other Party in preparing any Tax Returns which such other Party is responsible for preparing and filing in accordance with [Section 10.1], # cooperate fully in preparing for and conducting any audits of, or disputes with Taxing Authorities regarding, any Tax Returns of the Company or any of its Subsidiaries, and # make available to the other Party and to any Taxing Authority as reasonably requested all information, records, and documents relating to Taxes of the Company or any of its Subsidiaries. In furtherance of the foregoing, Purchaser and the Representative shall retain (and shall cause their Affiliates to retain) copies of all Tax Returns and related work papers for all taxable periods that include the Closing Date and all prior taxable periods until expiration of the statute of limitations to which such Tax Returns relate.

Cooperation. Each Party shall use commercially reasonable efforts to cooperate with the other Party to share, retain and maintain data and records that are necessary or appropriate to further the purposes of this [Section 2.4] and for each Party to administer its respective benefit plans, policies, arrangements or programs to the extent consistent with this Agreement and applicable law, and each Party agrees to cooperate as long as is reasonably necessary to further the purposes of this [Section 2.4]. Except as provided under any other Ancillary Agreement, no Party shall charge another Party a fee for such cooperation.

COOPERATION. The parties agree to cooperate with each other in a commercially reasonable manner in order that the duties assumed by the parties under this Agreement may be effectively, efficiently and promptly discharged. Each party shall at all reasonable times during normal business hours under the circumstances make available to the other party properly authorized personnel for the purpose of consultation and decision.

Cooperation. Subject to the Company’s compliance with [Section 9(b)] and this [Section 10(h)], Executive will provide Executive’s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Executive’s employment with the Company or its affiliates. Executive’s cooperation pursuant to this [Section 10(h)] will be at no cost to Executive, and if such cooperation occurs after the termination of this Agreement, Company will promptly advance or reimburse all reasonable costs incurred by Executive in connection with such cooperation. This provision will survive any termination of this Agreement. The Company will provide reasonable compensation to Executive for any services rendered at the Company’s request.

Cooperation. Following termination of employment with the Company for any reason, Executive shall cooperate with the Company, as reasonably requested by the Company, to effect a transition of Executive’s responsibilities and to ensure that the Company is aware of all matters being handled by Executive. The Company shall # pay Executive a per diem fee based on Executive’s Base Salary for work performed in connection with such obligation, provided that Executive shall not be entitled to receive per diem fees in respect of cooperation provided during any period for which Executive is receiving payments pursuant to [Section 4] above and further provided that such work shall be approved in advance in writing by the Company and # reimburse Executive’s reasonable expenses incurred in connection with such pre-approved work.

Cooperation. The Executive will, with reasonable notice during or after the Employment Term or of the Extended Employment Term, furnish information to the Company as may be in his possession and shall cooperate with the Company, at the Company’s cost, as may reasonably be requested in connection with any claims or legal actions in which the Company is or may be or become a party.

Cooperation. Employee shall cooperate with the Company with respect to any claim against the Company and shall make himself available as a witness in any action, investigation, or other proceeding before any court, government agency, arbitrator, or mediator in which he may be called to appear by the Company regarding any business, property, or operations of the Company or any of its affiliates or subsidiaries, and shall truthfully testify in any such action, proceeding, or deposition in which he also appears. Upon request by Employee and prior approval by the Company, the Company shall reimburse Employee for reasonable travel expenses incurred by Employee in connection with any such appearance in which Employee is so called to appear.

Cooperation. The non-prosecuting Party shall, and shall cause its Affiliates to, assist and cooperate with the prosecuting Party, as the prosecuting Party may reasonably request from time to time, in the preparation, filing, prosecution and maintenance of the UroGen Product Patents or the Joint Patents in the Territory under this Agreement, including that the non-prosecuting Party shall, and shall cause its Affiliates to (a) (i) execute all papers and instruments, or require its employees or contractors to execute such papers and instruments, so as to enable the prosecuting Party to prepare, file, prosecute and maintain the UroGen Product Patents or the Joint Patents in the Territory; and # obtain and maintain any Patent extensions, supplementary protection certificates, and the like with respect to the UroGen Product Patents or the Joint Patents in the Territory, in each case of [(i) and (ii)])], to the extent provided for in this Agreement, # offer its comments, if applicable, promptly, # provide access to relevant documents and other evidence and make its employees available at reasonable business hours and # provide the prosecuting Party, upon its request, with copies of any patentability search reports generated by its patent counsel with respect to the UroGen Patents, including relevant Third Party patents and patent applications located (provided that neither Party shall be required to provide legally privileged information with respect to such intellectual property unless and until procedures reasonably acceptable to such Party are in place to protect such privilege); provided, that the prosecuting Party shall reimburse the non-prosecuting Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Following the Effective Date, to the extent it is possible for any claim in a UroGen Patent to be drafted and prosecuted as a UroGen Product Claim, UroGen will take all reasonable action to draft and prosecute such UroGen Product Claim.

Cooperation. The Parties agree to cooperate fully in any infringement action pursuant to this [Section 7.4], including in the case of UroGen, by making the inventors, applicable records and documents (including laboratory notebooks) of the relevant Patents available to Allergan upon Allergan’s request. Where a Party controls such an action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the controlling Party, as such controlling Party may reasonably request from time to time, in connection with its activities set forth in this [Section 7.4], including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the controlling Party shall reimburse such other Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Unless otherwise set forth herein, the Party entitled to bring any infringement in accordance with this [Section 7.4] shall have the right to settle such litigation; provided, further, that neither Party shall have the right to settle any infringement litigation under this [Section 7.4] in a manner that has a material adverse effect on the rights or interest of the other Party or in a manner that imposes any costs or liability on or involves any admission by, the other Party, without the express written consent of such other Party (which consent shall not be unreasonably withheld, conditioned or delayed). In connection with any activities with respect to an infringement action prosecuted by a Party pursuant to this [Section 7.4] involving Patents Controlled by or licensed ​ = 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.