Field Examinations. [[Organization A:Organization]] shall pay to [[Organization B:Organization]] promptly at the conclusion of any collateral evaluation performed by or for the benefit of [[Organization B:Organization]] (namely any field examination, collateral analysis or other business analysis, the need for which is to be determined by [[Organization B:Organization]] and which evaluation is undertaken by [[Organization B:Organization]] or for [[Organization B:Organization]]'s benefit) a collateral evaluation fee in an amount equal to $1,250 (or such other amount customarily charged by [[Organization B:Organization]] to its customers) per day for each person employed to perform such evaluation, plus a per examination manager review fee (whether such examination is performed by [[Organization B:Organization]]'s employees or by a third party retained by [[Organization B:Organization]]) in the amount of $1,300 (or such other amount customarily charged by [[Organization B:Organization]] to its customers), plus all costs and disbursements incurred by [[Organization B:Organization]] in the performance of such examination or analysis, and further provided that if third parties are retained to perform such collateral evaluations, either at the request of another [[Organization C:Organization]] or for extenuating reasons determined by [[Organization B:Organization]] in its Permitted Discretion, then such fees charged by such third parties plus all costs and disbursements incurred by such third party, shall be the responsibility of [[Organization A:Organization]] and shall not be subject to the foregoing limits. So long as no Event of Default exists, [[Organization A:Organization]] shall only be obligated to pay or reimburse [[Organization B:Organization]] for up to three (3) field examinations in any calendar year.

Field Examination. [[Organization B:Organization]] shall have received satisfactory results from a pre-funding, asset-based field examination, to be completed prior to the date hereof, upon which [[Organization B:Organization]] is entitled to rely, conducted by examiners satisfactory to [[Organization B:Organization]];

The Field. For Purposes of this Agreement, the “Field” shall include products other than the Subject Product and which are:

Field Examination. The Administrative Agent or its designee shall have conducted a field examination of the Borrowers’ Accounts, Inventory and related working capital matters and of the Borrowers’ related data processing and other systems, the results of which shall be satisfactory to the Administrative Agent in its sole discretion.

“LICENSED FIELD” means all uses and applications.

a non-exclusive license, with the right to grant sublicenses in accordance with Section 2.2, to use UroGen’s Licensed Marks solely to the extent Allergan is required to use any of the Licensed Marks by Applicable Law to # research, develop, have developed, make, have made, use or import the RTGel Components in the Field in the Territory solely to make Licensed Products in the Field in the Territory and # Exploit the Licensed Products in the Field in the Territory.

Develop, Commercialize, make, have made, use, sell, have sold, offer for sale, import the Licensed Product in the Licensed Field throughout the Licensed Territory during the Term.

Licensed Trademarks. If Licensee elects to use any Licensed Trademark in connection with any Licensed Product, Licensee shall so notify Axsome in writing and Axsome shall provide to Licensee any trademark usage guidelines that Axsome may reasonably specify with respect to such Licensed Trademark. Licensee shall comply with and shall cause its Affiliates and Sublicensees to comply with such trademark usage guidelines in respect of any use of such Licensed Trademark.

Licensed Territory. SGI may perform Commercialization activities through one or more subcontractors without the prior written consent of Unum; provided that # SGI remains responsible for the work allocated to, and payment to, such subcontractors to the same extent it would if it had done such work itself; # the subcontractor undertakes in writing commercially reasonable obligations of confidentiality and non-use regarding Confidential Information that are substantially the same as those undertaken by the Parties with respect to Confidential Information pursuant to Article 15 hereof; and # the subcontractor undertakes in writing to assign or exclusively license back (with the right to sublicense) to SGI all intellectual property with respect to Products developed in the course of performing any such work .

Generally. Licensee shall use Diligent Efforts to Develop and Commercialize the Licensed Product in the Field in the Territory.