Due Diligence Fee. Borrower shall pay the Due Diligence Fee to Lender promptly upon the execution of the Second Amendment and each anniversary thereof thereafter.

Due Diligence Questionnaire. The Company hereby represents and warrants to Buyer that all of the information furnished by the Company to Holder on or around the date hereof, pursuant to the due diligence questionnaire form requested by Holder, is true and correct in all material respects as of the date hereof.

Due Diligence Review. GMPW and its legal counsel shall have completed, to their satisfaction in their sole discretion, their due diligence review of BITCENTRO and all of its properties and assets.

Due Diligence Fee. The Company agrees to and has previously paid to MP Securities a non-accountable due diligence fee of $10,000.

Physical Due Diligence. Commencing on the Effective Date and continuing until the Closing, ​ shall have reasonable access to the Properties at all reasonable times during normal business hours, upon appropriate notice to tenants as permitted or required under the Leases, for the purpose of conducting reasonably necessary tests, including surveys and architectural, engineering, geotechnical and environmental inspections and tests, provided that # ​ must give ​ twenty-four (24) hours’ prior telephone or written notice of any such inspection or test, and with respect to any intrusive inspection or test (i.e., core sampling) must obtain ​’s prior written consent (which consent may be given, withheld or conditioned in ​’s sole discretion), # prior to performing any inspection or test, ​ must deliver a certificate of insurance to ​ evidencing that ​ and its contractors, agents and representatives have in place reasonable amounts of commercial general liability insurance and workers compensation insurance for its activities on the Properties in terms and amounts reasonably satisfactory to ​ covering any accident arising in connection with the presence of ​, its contractors, agents and representatives on the Properties, which insurance shall name ​ and ​’s property manager as additional insureds thereunder, and # all such tests shall be conducted by ​ in compliance with ​’s responsibilities set forth in Section 4.10 below. ​ shall bear the cost of all such inspections and tests and shall be responsible for and act as the generator with respect to any wastes generated by those tests. Subject to the provisions of Section 4.8 hereof, ​ or ​’s representatives may meet with any tenant; provided, however, ​ must contact ​ at least forty-eight (48) hours in advance by telephone or electronic mail to inform ​ of ​’s intended meeting and to allow ​ the opportunity to attend such meeting if ​ desires. Subject to the provisions of Section 4.8 hereof, ​ or ​’s representatives may meet with any governmental authority for any good faith, reasonable purpose in connection with the transaction contemplated by this Agreement; provided, however, ​ must contact ​ at least forty-eight (48) hours in advance by telephone or electronic mail to inform ​ of ​’s intended meeting and to allow ​ the opportunity to attend such meeting if ​ desires.

Legal Due Diligence. The Lender and its counsel shall have completed all legal due diligence, the results of which shall be satisfactory to Lender in its sole discretion.

Purchaser shall have the right to perform its Due Diligence Review during the Due Diligence Period in accordance with Section 9 of this Agreement.

Due Diligence Cooperation. The Company will cooperate with any reasonable due diligence review conducted by Cowen or its agents in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during regular business hours and at the Company’s principal offices, as Cowen may reasonably request.

Non-Reliance. Each Seller is not relying on any statements or information from the Company concerning the Company, its business affairs or financial condition, other than as expressly set forth herein. The Company has not given any Seller any investment advice or rendered any opinion to any Seller as to whether the transactions contemplated hereby are prudent or suitable. Each Seller acknowledges that it has independently and without reliance upon the Company, and based upon such information as each Seller has deemed appropriate, made its own analysis and decision to engage in the transactions contemplated hereby and to enter into this Agreement. Each Seller is not relying on the Company or any of its legal counsels or advisors with respect to legal matters or tax treatment associated with this Agreement and the transactions contemplated hereby.

Diligence. Allergan shall use Commercially Reasonable Efforts to Commercialize a Licensed Product ​ in the United States and ​ [[Unknown Identifier]] Countries following receipt of Regulatory Approval therefor in the applicable country. UroGen acknowledges and agrees that Allergan shall not be obligated to use Commercially Reasonable Efforts to Commercialize more than one Licensed Product in the United States or any [[Unknown Identifier]] Country or to Commercialize a Licensed Product in any country in the Territory other than the United States and ​ [[Unknown Identifier]] Countries.