The Participant agrees that, if he or she fails to comply with any of the promises that he or she made in [Section 7 or 8]8] above, # the Option, to the extent then unexercised, whether vested or unvested, will be immediately forfeited and cancelled and # the Participant will be required to immediately deliver to the Company an amount (in cash or in shares of Common Stock) equal to the market value (on the date of exercise) of any shares of Common Stock acquired on exercise of the Option less the exercise price paid for such shares to the extent such shares were acquired by the Participant upon exercise of the Option at any time from 180 days prior to the earlier of # the date when he or she leaves the Company or # the date he or she fails to comply with any such promise that hr or she made in [Section 7 or 8]8], to 180 days after the date when the Company learns that the Participant has not complied with any such promise. The Participant agrees that he or she will deliver such shares of Common Stock (or the cash equivalent) to the Company on such terms and conditions as may be required by the Company. The Participant further agrees that the Company will be entitled to enforce this repayment obligation by all legal means available, including, without limitation, to set off the market value of any such shares of Common Stock against any amount that might be owed to him or her by the Company. The Participant acknowledges that the Company would not have awarded the Participant the shares of Common Stock granted to him or her under the Grant Notice absent the Participant’s agreement to be bound by the promises made in [Sections 7 and 8]8] above.

Failure to Elect. Should a Participant fail to timely and properly make a Stock Election with respect to a particular Plan Year, that Participant’s Director Fees shall be paid in cash as set forth in [Section 7(b)].

Failure to Supply. In the event UroGen, for ​ times, fails to supply to Allergan under [Section 5.1.1] at least ​ of the RTGel Component requested by Allergan pursuant to the terms of this Agreement, then Allergan shall have the right to make a one-time reduction with respect to the amount of the next milestone payment due to UroGen under [Section 6.2.1] by ​.

“Transitional Pay Contribution Account.” The Member’s share of Transitional Pay Contributions of the Plan and the income, losses, appreciation and depreciation attributable to such contributions.

Severance Pay and Benefits. In return for the execution of this Agreement, it becoming effective (see paragraph 17), and Pennypacker honoring all of its terms (and continuing to honor all of its terms), the Company will provide Pennypacker with the following pay and benefits.

Integration of Severance Pay. If Employee receives severance pay from Campbell Companies at the time of the termination of Employee’s employment or at any time during the Non-Compete Period, whether under the terms of a severance pay policy or otherwise, the Non-Compete Payments, if any, otherwise payable to Employee under paragraph 4 of this RCA will be integrated with and offset by the severance pay. For the time during which Employee receives any amount of severance pay from Campbell Companies, the Non-Compete Payments, if any, otherwise payable under paragraph 4 of this RCA will be reduced, on a dollar-for-dollar basis (to an amount not less than zero), by the amount of severance pay paid to Employee during that time.

An Eligible Employee may elect to defer a portion of his Actual Pay earned during a Plan Year by submitting an irrevocable Deferral Form with HP before the beginning of such Plan Year.

Severance Pay Plan Payments. In the event of a Qualified Termination of Employment, the Executive shall not be entitled to receive any severance benefits that would otherwise be available to the Executive under the Kimberly-Clark Corporation Severance Pay Plan (or any successor or additional plan), or any other severance program sponsored by the Corporation and/or any of its Subsidiaries and the aggregate Separation Payment shall be reduced by the amount of any other severance payments otherwise payable to the Executive, whether under local law, any severance plan or offer letter or other individual agreement.

Failure to Pay. Investor’s failure to make any payment when due and payable under this Note (a “Payment Default”);

Any failure by ​ to pay any Base Rent or Additional Rent when due and any failure to pay any other Rent or any other charge required to be paid under this Lease, or any part thereof, when due unless such failure is cured within five (5) business days after notice; or