Title of Series. The Pricing Agreement for any Notes and each such Note issued hereunder on or after the date hereof may identify the name (if any name is designated) of such series of Notes. Failure to make a notation of the name of a series within any Pricing Agreement or on the applicable Note shall not affect the validity and effect of such Note.

Title to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in [Schedule 3(u)], if attached hereto, or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by

Title and Duties. Effective as of Effective Date, [[Organization A:Organization]] will continue to employ Employee as its President and Chief Executive Officer, having such duties as are consistent with those of a President and Chief Executive Officer for similar businesses, and such duties as requested by [[Organization A:Organization]] in connection with [[Organization A:Organization]] business, affairs and operations of [[Organization A:Organization]], subject to [[Organization A:Organization]] direction of [[Organization A:Organization]]’s Board of Directors ([[Organization A:Organization]] “Board”) and pursuant to [[Organization A:Organization]] terms and conditions set forth in this Agreement. [[Organization A:Organization]] Employee hereby agrees to act in that capacity under [[Organization A:Organization]] terms and conditions set forth in this Agreement. Employee shall serve [[Organization A:Organization]] faithfully and to [[Organization A:Organization]] best of Employee’s ability and shall at all times act in accordance with [[Organization A:Organization]] law. Employee shall devote Employee’s full working time, attention and efforts to performing Employee’s duties and responsibilities under this Agreement and advancing [[Organization A:Organization]]’s business interests. Employee shall follow applicable policies and procedures adopted by [[Organization A:Organization]] from time to time, including without limitation [[Organization A:Organization]]’s Confidentiality Policy and other Corporation policies, including those relating to business ethics, conflict of interest and non-discrimination. Employee shall not, without [[Organization A:Organization]] prior written consent of [[Organization A:Organization]] Board, accept other employment or engage in other business activities during Employee’s employment with [[Organization A:Organization]] that may prevent Employee from fulfilling [[Organization A:Organization]] duties or responsibilities as set forth in or contemplated by this Agreement. Notwithstanding [[Organization A:Organization]] above, Employee shall be permitted to continue her current Board positions on two non-profit boards.

Documents of Title. As of the date hereof, no bill of lading, warehouse receipt or other document or instrument of title is outstanding with respect to any Collateral other than Mobile Goods. No Inventory constituting Collateral is in transit other than in the ordinary course of business to a location set forth in Annex C or to a customer of a Grantor.

Warranty of Title. Pledgor warrants and represents to Lender that, upon information and belief, it is the owner of all of its personal property including, without limitation, all personal property wherever located, whether now existing or owned or hereafter arising or acquired, whether or not subject to the Uniform Commercial Code, as the same may be in effect in the State of New York, as amended from time to time, and whether or not affixed to any realty including, without limitation: # all accounts, chattel paper, investment property, deposit accounts, documents, equipment, farm products, general intangibles (including trademarks, service marks, trade names, patents, copyrights, licenses and franchises), instruments, inventory, money, letter of credit rights, causes of action (including tort claims) and other personal property (including agreements and instruments not constituting chattel paper or a document, general intangible or instrument); # all additions, accessions to, substitutions for, or replacements of the foregoing; # all proceeds and products of the foregoing including insurance proceeds; and # all business records and information relating to any of the foregoing and any software or other programs for accessing and manipulating such information (collectively referred to herein as the “Collateral”) and Pledgor holds the Collateral free and clear of any and all liens or claims or encumbrances of any nature whatsoever.

Right to Participate in Defense. Except with respect to any Third Party Claim that is a Third Party Infringement Claim, the process for the defense of which shall be governed by Section 7.5, any Indemnified Party shall be entitled to participate in, but not control, the defense of a Third Party Claim and to employ counsel of its choice for such purpose; ​ = 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.

Ownership of Licensed Marks. As between the Parties, UroGen shall retain all right, title and interest in and to its Licensed Marks. Nothing in this ARTICLE 7 shall restrict or derogate UroGen’s rights with respect to enforcement or defense of the Licensed Marks.

#[[Organization A:Organization]] fees, accountants’ fees (other than normal bookkeeping expenses) and other expenses incurred in connection with disputes of tenants or other occupants of the Project or associated with the enforcement of the terms of any leases with tenants or the defense of Landlord’s title to or interest in the Project or any part thereof;

Satisfactory Title; Survey Update. The Building Loan Mortgage shall constitute a valid first Lien on the Property for the full amount of the Building Loan advanced to and including the date of the applicable Additional Advance, free and clear of all Liens except for Permitted Encumbrances. ​ shall have been furnished with a notice of title continuation or an endorsement to the Title Insurance Policy issued to ​ in connection with the Initial Additional Advance of the Loan, which continuation or endorsement shall increase the coverage of the Title Insurance Policy by the amount of the Additional Advance through the pending disbursement clause (but not the overall policy amount which shall be for the full amount of the Building Loan), amend the effective date of the Title Insurance Policy to the date of such Additional Advance, continue to insure the Lien of the Building Loan Mortgage subject to no Liens or encumbrances other than the Permitted Encumbrances and which shall state that since the last disbursement of the Loan there have been no changes in the state of title to the Property (other than Permitted Encumbrances) and that there are no additional survey exceptions not previously approved by ​. ​ shall also cause to be delivered to ​ a boundary line Survey (if not previously delivered in connection with the Initial Additional Advance) and inspection report of the Property dated within thirty (30) days after the foundations to the Improvements are set and prior to the date of the first advance of the Building Loan proceeds after the foundations are set, prepared in accordance with ​’s survey requirements, certified by a land surveyor registered as such in the State in which the Property is located, which Survey shall be in form and substance satisfactory to ​.

No Transfer of Title. Unum covenants and agrees that from the Effective Date until the expiration of the Term, neither it nor its Affiliates will enter into any agreement with any Third Party, whether written or oral, with respect to, or otherwise assign, transfer, license, or convey its right, title or interest in or to, the Unum Background Technology, in each case, that is in conflict with the rights granted by Unum to SGI under this Agreement or that would prevent Unum from performing its obligations under this Agreement.