​ = 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.

Development Reports. Licensee shall provide Merck with reasonably detailed reports describing its progress with respect to its Development efforts under this Agreement (hereinafter “Development Reports”). Such Development Reports shall be furnished annually until the First Commercial Sale. Each Development Report shall include the following information for the Licensed Product: a description of the Development work conducted during the year in reasonable detail, including clinical studies, formulation work, manufacturing work, and other testing work and regulatory activity; timelines for such work; and key decision gates and milestones anticipated for such work. All Development Reports created by Licensee shall be deemed the Proprietary Information of Licensee and are subject to the confidentiality obligations of Article IX.

Development Plan. An initial development plan is attached hereto as Exhibit A (such plan, as may be amended by time to time pursuant to this Agreement, the “Development Plan”). The Development Plan is a high-level summary of the Development activities Allergan anticipates being necessary to obtain Regulatory Approval for Licensed Products for the First Indication in the U.S. and ​ [[Unknown Identifier]] Countries for which Allergan is using Commercially Reasonable Efforts to Develop and seek Regulatory Approval for a Licensed Product in the First Indication. For as long as Development activities under this Agreement are ongoing, on or before each anniversary of the Effective Date, Allergan shall prepare an amendment, as appropriate, to the then-current Development Plan to reflect material changes or additions to the Development of Licensed Products for the First Indication in the U.S. and ​ [[Unknown Identifier]] Countries. Allergan shall submit all amendments to the Development Plan to UroGen and, upon such submission, the amended Development Plan will become effective and supersede the previous Development Plan.

Development Records. Allergan shall maintain, in good scientific manner, complete and accurate books and records pertaining to its Development activities hereunder, in sufficient detail to verify compliance with its obligations under this Agreement and which shall be appropriate for patent and regulatory purposes, in compliance with Applicable Law and properly reflect all work done and results achieved in the performance of its Development activities hereunder, which books and records shall record only such activities and shall not include or be commingled with records of activities outside the scope of this Agreement. Such books and records shall be retained by Allergan for at least ​ years after the expiration or termination of this Agreement in its entirety or for such longer period as may be required by Applicable Law.

“Development Costs” means all costs and expenses incurred by or on behalf of a Party or any of its Affiliates or subcontractors that are directly allocable to # the Development of Development Candidates and Products, and # activities to support and obtain Regulatory Approvals for such Development Candidates and Products, including: # such costs and expenses for Clinical Trials (including Required Phase 4 Clinical Trials) designed to support and obtain Regulatory Approvals for Development Candidates and Products, # such costs and expenses for compiling, filing and obtaining Regulatory Approvals of Development Candidates and Products, # such costs for clinical research organizations and other Third Parties in support of Development of Development Candidates and Products, # such costs for cell processing for the Development Candidates and Products, and # such costs for drug product or comparator drug for use in the activities described in clause (i); including, with respect to all such Development Costs, # internal FTE costs at the applicable FTE Rate; # recall expenses to be treated as Development Costs pursuant to Section 7.2; # Manufacturing Costs to be treated as Development Costs pursuant to Section 9.4; # Third Party Payments to the extent treated as Development Costs pursuant to Section 10.7, including, to the extent not already addressed in the Manufacturing Costs, any royalties or Third Party Payments attributable to Manufacture of ACTR T-cells or SGI Antibodies (as applicable) for Development; # prosecution and enforcement costs to be treated as Development Costs pursuant to [Section 12.2(c)(iii)(A)]; and # Shared Program Damages from Third Party Claims to be treated as Development Costs pursuant to Section 14.4; but in each case ((A) through (F)) excluding Joint Commercialization Costs and each of the following (except to the extent included in Manufacturing Costs): tax liabilities, capital expenditures incurred by either Party to obtain or maintain manufacturing capacity for Products, and overhead and other indirect cost allocations from either Party. For clarity, Development Costs exclude Research Costs and costs of Commercialization.

Costs. The "withdrawing employer" shall bear all reasonable costs associated with withdrawal and transfer under this Section. (d) Participants. The Employees of the "withdrawing employer" shall cease to be eligible to accrue additional benefits under the

Costs. Tenant shall reimburse Landlord within thirty (30) days after request for any and all additional or increased costs incurred by Landlord as a result of or in connection with the Roof Top Area, including, but not limited to, additional insurance premiums, additional taxes or assessments, or additional janitorial or trash removal costs.

Costs. Tenant shall reimburse Landlord within thirty (30) days after request for any and all additional or increased costs incurred by Landlord as a result of or in connection with the Cafeteria, including, but not limited to, additional insurance premiums, additional taxes or assessments, or additional janitorial or trash removal costs.

Costs. The Premises shall be separately metered as part of the Tenant Work for electrical service for lights, plugs and the VAV boxes serving the Premises. Tenant shall have the right, appurtenant to the Premises to use Tenant’s Pro Rata Share of all wires, risers, conduits and other electrical equipment and facilities located in the Building and serving the Commercial/Garage Unit to provide electrical service to the Premises. During the Term, Tenant shall procure and pay, when due, all charges for electricity, telephone, cable and telecommunications services supplied to the Premises directly to the applicable service provider. Tenant acknowledges and agrees that Landlord and Tenant will be subject to certain mandatory informational and other reporting requirements imposed by the City of Boston pursuant to the Building Energy Reporting and Disclosure Ordinance, as the same may be amended from time to time (the “Energy Reporting Ordinance”) with respect to Tenant’s space use attributes and energy use in the Premises and, in connection therewith. Landlord and Tenant shall reasonably cooperate with each other in satisfying their respective obligations under the Energy Reporting Ordinance and Tenant shall provide Landlord with copies of Tenant’s utility bills and other reasonably requested related information for the prior calendar year not later than February 28th of each calendar year during the Term, and such obligation shall survive the expiration or earlier termination of the Term of this Lease with respect to the final Lease Year of the Term. Except to the extent that disclosure is required by Laws, Landlord shall use commercially reasonable efforts to keep utility usage information received from Tenant confidential and shall not disclose such information to any person or entity other than affiliates of Landlord and their agents and employees (and such disclosure shall be subject to reasonable confidentiality requirements).

Costs. If this Note is not paid when due, whether at maturity or by acceleration, the Borrower promises to pay all costs and expenses of collection (including, but not limited to, attorneys’ fees) and all expenses incurred in connection with the protection or realization of the collateral or enforcement of any guaranty, incurred by the Lender on account of such collection, whether or not suit is filed hereon.