Cooperation. UroGen shall, and shall cause its Affiliates to, assist and cooperate with Allergan, as Allergan may reasonably request from time to time, in connection with its activities set forth in this [Section 7.8], 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 Allergan shall reimburse UroGen for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith.

Cooperation. Regardless of whether the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party shall, and shall cause each Allergan Indemnitee or UroGen Indemnitee, as applicable, to, cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by ​ = 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.

Cooperation. Purchaser and Seller shall cooperate with each other to facilitate the orderly transfer of the Acquired Assets and Seller Business to Purchaser, including but not limited to, certifying, executing or transferring all necessary documents and information to Purchaser as may be reasonably required by Purchaser. After the Closing, each of the Parties agrees to give access to the other and to provide and/or execute such documents as may be reasonably requested by the other in order to consummate the transactions contemplated hereby and hereunder.

Cooperation. As part of the consideration for the benefits furnished to Executive under this Agreement, Executive agrees to cooperate fully with the Company upon reasonable prior notice subject to the Executive’s other commitments, in the investigation, prosecution and/or defense of any legal actions and claims concerning the Company and/or its employees or former employees. Upon such request, Executive shall: # make himself available to the Company and the Company’s representatives, including its attorneys; # supply accurate, complete and thorough information as reasonably requested by the Company and its attorneys; and # provide other assistance as reasonably requested by the Company and its attorneys with regard to any such legal actions and claims. The Company also will pay Executive’s reasonable expenses, including travel, incurred in connection with such cooperation, but approved in advance by the Company. Executive agrees that any communication Executive has with the Company and its representatives, including its attorneys, relating to any legal actions and claims concerning the Company is strictly confidential and further agrees not to disclose or permit disclosure of any such communication to any persons outside the Company (other than Executive’s legal counsel) without first obtaining prior written consent.

Cooperation. Each Party shall execute and deliver all such instruments and perform all such other acts as the other Party may reasonably request to early out the transactions contemplated by this Agreement.

Cooperation. The parties to this Agreement shall execute such powers of attorney as may be necessary or appropriate to permit participation of counsel selected by any party hereto and, as may be reasonably related to any such claim or action, shall provide to the counsel, accountants and other representatives of each party access during normal business hours to all properties, personnel, books, records, contracts, commitments and all other business records of such other party and will furnish to such other party copies of all such documents as may be reasonably requested (certified, if requested).

Cooperation. All Shares delivered to any Holder upon exercise of an Option shall be delivered subject to the condition that such person (or his or her successor in interest) must cooperate to the extent necessary or appropriate or customary for a shareholder to effect a Public Offering if a majority of the Board approves a Public Offering, and if any such person (or his or her successor in interest) fails to do so, the Company shall have the right to cancel the Shares held by such person (or his or her successor in interest) in exchange for a payment to such person (or his or her successor in interest) equal to the then Fair Market Value of such Shares, or, if less, the price paid for such Shares.

Cooperation. Each Shareholder shall take all actions as may be reasonably necessary to consummate the Drag-Along Sale, including, without limitation, entering into agreements and delivering certificates and instruments, in each case, consistent with the agreements being entered into and the certificates being delivered by the Selling Shareholder.

Government Cooperation. Nothing in this Agreement prohibits Pennypacker from cooperating with any government agency, including the National Labor Relations Board or the Equal Employment Opportunity Commission, or any similar State agency. Further, Pennypacker understands that nothing in this Agreement (including any obligation in paragraphs 5, 6 or 10, or their subparagraphs) prohibits him from reporting a possible violation of federal, state, or local law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, or any agency (including but not limited to the National Labor Relations Board or the Equal Employment Opportunity Commission) or Inspector General, or making other disclosures that are protected under any whistleblower provision of federal, state, or local law or regulation. Further, Pennypacker does not need the prior authorization of the Company to make any such reports or disclosures and he is not required to notify the Company that he made such reports or disclosures.

Future Cooperation. As with advisory role services, during the Severance Period, Pennypacker agrees to cooperate with the Company and to provide to the Company truthful information, testimony or affidavits requested in connection with any matter that arose during his employment. Pennypacker acknowledges that the severance pay he is receiving is partially provided in return for this specific obligation. This cooperation may be performed at reasonable times and places and in a manner as to not interfere with any other employment he may have at the time of request. The Company agrees to reimburse Pennypacker for expenses incurred in providing such cooperation, so long as such expenses are approved in advance by the Company.