Permitted Sublicensees. Commercializing Party has the right to grant sublicenses under the rights and licenses granted in Section 2.1 to # its Affiliates (whether now or hereafter existing), through multiple tiers, without the prior consent of Licensor; provided that any such sublicense will terminate if such sublicensee ceases to be an Affiliate of Commercializing Party; or # other Third Parties # without the consent of the Licensor if sublicensed in the Ordinary Course in an arms-length transaction, or # with the prior written consent of Licensor in all other circumstances or cases.

Primary Sublicensees. Notwithstanding any provision herein to the contrary, in the event # Primary or an Affiliate thereof has entered into any license with a Primary Sublicensee granting any Third Party rights to develop and/or commercialize any CDCs, Derivatives thereof, or Primary Royalty Products as permitted by, and in accordance with, this Agreement (but which agreement must, in any event, include rights for such Third Party to commercialize Primary Royalty Products), # this Agreement is terminated by Legacy pursuant to Section 12.2 or 12.3, and # the applicable Primary Sublicensee is not in material breach of such license, # such license (including any rights to payment thereunder) shall, to the extent concerning CDCs, Derivatives thereof, or Primary Royalty Products, not imposing obligations on Legacy in excess of those contained in this Agreement, and provided for in such license or other agreement, be automatically assigned to Legacy and # Legacy shall grant such Third Party the rights granted with respect to Legacy Patents and Legacy Know-How under such assigned license, subject to such Third Party’s compliance with its terms.

Compliance of Sublicensees. Commercializing Party is responsible for the compliance of its sublicensees with the terms and conditions of this Agreement, and any act or omission of a sublicensee that would be a material breach of this Agreement if performed by Commercializing Party will be deemed to be a material breach by Commercializing Party.

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In the event of termination of this Agreement as provided above, this Agreement shall forthwith have no further effect. Except for a termination resulting from a Breach by a party to this Agreement, there shall be no liability or obligation on the part of any party hereto. In the event of a breach, the remedies of the non-breaching party shall be to seek damages from the breaching party or to obtain an order for specific performance, in addition to or in lieu of other remedies provided herein. Upon request after termination, each party will redeliver or, at the option of the party receiving such request, destroy all reports, work papers and other material of any other party relating to the Exchange, whether obtained before or after the execution hereof, to the party furnishing same; provided, however, that [[Organization B:Organization]] and the ​ shall, in all events, remain bound by and continue to be subject to Section 4.6 and all parties shall in all events remain bound by and continue to be subject to Section 5.4 and 5.5.

If a Participant terminates employment with the Company for any reason during or after the end of either a monthly performance period or the applicable 2023 Performance Period, but prior to the date the incentive for either such period is paid, the Participant shall be entitled to payment of the incentive determined by the Committee or the President. Such payment is subject to reduction or elimination based on the circumstances surrounding such termination of employment. Such determination of reduction or elimination of the bonus amount, shall be determined at the full discretion of the Committee or the President as applicable, and subject to further reduction or elimination under the last sentence of the first paragraph of the “Determination of Bonuses” section above.

Effect Of Termination. If this Agreement is terminated pursuant to Section 7.1, all further obligations of the Parties shall terminate; provided, however, that: # no Party shall be relieved of any obligation or other Liability arising from any knowing and intentional Breach by such Party of any provision of this Agreement; # the Parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in this Section 7.3 and in [Section 7.4] and Section 10; and # the Parties shall, in all events, remain bound by and continue to be subject to Section 4.7.

Effect of Termination. Upon the issue of such notice by Customer (“Termination Notice”), the Contractor shall have no claim for any further payment, excluding payments already invoiced in accordance with [Article 6.0], Payment and monetary amounts that may be due pursuant to outstanding claims of Contractor (i.e., this clause does not operate as a release of claims), but shall remain liable to Customer by reason of the default or occurrence upon which such notice was based. In addition, in the case of a Minimum Satellite Delivery Failure, the Contractor shall refund all amounts paid by Customer, such refund to be paid within ninety (90) Calendar Days of receipt of the Termination Notice from Customer, excluding amounts for Deliverable Items already Delivered. In the case of a Partial Delivery Failure Termination, or any other termination that is not for a Minimum Satellite Delivery Failure, the Contractor shall provide Customer with a full refund of all amounts paid by Customer with respect to the portion of the Work for which the Contract was terminated. In the case of any termination, Customer is entitled to any liquidated damages paid or payable under this Contract, as set forth in Article 7.4 above. In the case of any termination,

Effect of Termination. Upon the issue of a Termination Notice by Contractor under this Article 23, the Contractor shall continue to have claims for payments already invoiced in accordance with [Article 6.0], Payment. In addition, in such event Contractor shall be entitled to immediately stop Work under this Contract and shall have the same rights and remedies as set out in [Article 21.0], Termination for Convenience, including a termination payment determined in accordance with [Appendix 12].

Effect of Termination. Upon termination or expiration of this Agreement: # Seller shall have no further obligation to provide the Transition Services; and # ​ and the ​ shall have no further obligation to make payments in respect of any period following such expiration or termination except for amounts due and owing for Fees and Seller Expenses relating to any Transition Services rendered prior to such expiration or termination; provided that, for the avoidance of doubt, the provisions of ARTICLE 3 and ARTICLE 5 shall survive the expiration or termination of this Agreement.

If a Participant terminates employment with the Company for any reason during or after the end of either a monthly performance period or the applicable 2023 Performance Period, but prior to the date the incentive for either such period is paid, the Participant shall be entitled to payment of the incentive determined by the Committee or the President. Such payment is subject to reduction or elimination based on the circumstances surrounding such termination of employment. Such determination of reduction or elimination of the bonus amount, shall be determined at the full discretion of the Committee or the President as applicable, and subject to further reduction or elimination under the last sentence of the first paragraph of the “Determination of Bonuses” section above.

Effect of Termination. Upon the issue of such notice by Customer (“Termination Notice”), the Contractor shall have no claim for any further payment, excluding payments already invoiced in accordance with [Article 6.0], Payment and monetary amounts that may be due pursuant to outstanding claims of Contractor (i.e., this clause does not operate as a release of claims), but shall remain liable to Customer by reason of the default or occurrence upon which such notice was based. In addition, in the case of a Minimum Satellite Delivery Failure, the Contractor shall refund all amounts paid by Customer, such refund to be paid within ninety (90) Calendar Days of receipt of the Termination Notice from Customer, excluding amounts for Deliverable Items already Delivered. In the case of a Partial Delivery Failure Termination, or any other termination that is not for a Minimum Satellite Delivery Failure, the Contractor shall provide Customer with a full refund of all amounts paid by Customer with respect to the portion of the Work for which the Contract was terminated. In the case of any termination, Customer is entitled to any liquidated damages paid or payable under this Contract, as set forth in Article 7.4 above. In the case of any termination,

Effect Of Termination. If this Agreement is terminated pursuant to Section 7.1, all further obligations of the Parties shall terminate; provided, however, that: # no Party shall be relieved of any obligation or other Liability arising from any knowing and intentional Breach by such Party of any provision of this Agreement; # the Parties shall, in all events, remain bound by and continue to be subject to the provisions set forth in this Section 7.3 and in [Section 7.4] and Section 10; and # the Parties shall, in all events, remain bound by and continue to be subject to Section 4.7.

Effect of Termination. No Awards shall be granted under the Plan after the termination thereof. The termination of the Plan shall not affect Awards previously granted under the Plan.

Effect of Termination. Upon termination or expiration of this Agreement: # Seller shall have no further obligation to provide the Transition Services; and # ​ and the ​ shall have no further obligation to make payments in respect of any period following such expiration or termination except for amounts due and owing for Fees and Seller Expenses relating to any Transition Services rendered prior to such expiration or termination; provided that, for the avoidance of doubt, the provisions of ARTICLE 3 and ARTICLE 5 shall survive the expiration or termination of this Agreement.

Effect of Termination. Notwithstanding anything contained herein to the contrary, following any termination of this Agreement in its entirety under Section 12.02(a), all rights and licenses granted to Licensee hereunder shall revert back to Merck pursuant to Section 12.05.

Effect of Termination. The termination of the Employee's employment pursuant to section 6 shall not affect the Employee's obligations as described in sections 7 and 8. The Employee shall execute and deliver to the Company a Separation Agreement and Release in a form and substance reasonably satisfactory to the Company as a condition of entitlement to any payments following termination of employment pursuant

to this section 6. The rights and duties of the parties under [sections 6 through 17] of this Agreement shall survive the termination of this Agreement.

Effect of Termination. In the event of termination of this Agreement by either NOVA or UBI as provided in Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of UBI, or NOVA. Nothing contained in this Section shall relieve any party for any breach of the representations, warranties, covenants or agreements set forth in this Agreement. Further, if either Party is unable to complete this transaction or unable to complete delivery of any of the requirements to consummate this contemplated transaction, this Agreement will be terminated, and UBI is authorized to revoke any newly issued Class C shares held in escrow, and will cause these shares to be returned to UBI's Treasury for cancellation.

Disclosures to Distributors and Sublicensees. For clarity, Allergan, its Affiliates and its Sublicensees may disclose the Confidential Information of UroGen to its existing or potential Distributors or Sublicensees and their employees, consultants, contractors, advisors (including financial advisors, lawyers and accountants) and others on a need to know basis, for the sole purpose of performing such Sublicensee’s or Distributor’s obligations or exercising such Sublicensee’s or Distributor’s rights under the applicable agreement with Allergan or its Affiliate (including, if applicable, in connection with any filing, application or request for Regulatory Approval for the Licensed Products by or on behalf of Allergan or any of its Affiliates or its or their Sublicensees); provided, that any such Persons shall be subject to written obligations of confidentiality and non-use with respect to such Confidential Information no less stringent than those set forth in this ARTICLE 8 prior to any such disclosure.

Effect of Complete Termination. Notwithstanding anything to the contrary in [Section 8.3], and subject to the requirements of Code Section 409A and Treasury Regulations §1.409A-3(j)(4)(ix), the Employer may completely terminate and liquidate the Agreement in accordance with [subsections (a), (b) or (c)])])] below. In the event of such a complete termination in accordance with [subsection (a)], the Employer shall pay the Executive the Deferral Account balance. In the event of such a complete termination in accordance with [subsection (b) or (c)])], the Employer shall pay the Executive the Deferral Account balance, plus an additional amount equal to the Contributions remaining to be made in accordance with [Article 2] provided, however, that no earnings per share requirement shall apply. In any event, such complete termination of the Agreement shall occur only under the following circumstances and conditions.