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

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]];

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 .

Licensed Intellectual Property. SDS represents and warrants to Chembio that # SDS has the full right, title and authority to grant to Chembio the License granted hereunder; and # to the best of SDS's knowledge and except as otherwise disclosed to Chembio, all such licensed rights existing as of the Effective Date are valid and enforceable.

an exclusive (including with regard to ​ and its Affiliates except as provided in Section 5.7) license and right of reference, with the right to grant sublicenses and further rights of reference in accordance with Section 5.4, under the Regulatory Approvals and any other Regulatory Documentation that ​ or its Affiliates may Control with respect to the Licensed Compounds or Licensed Products as necessary for purposes of Exploiting the Licensed Compound and Licensed Products in the Field in the Territory; and

Commercializing Party. As between the Parties, Allergan (itself or through its Affiliates or its or their Sublicensees) shall have the sole right to Commercialize Licensed Products in the Field in the Territory at its sole cost and expense.

Upon the expiration of the applicable Royalty Term with respect to a Licensed Product in a country, Allena shall have a fully paid-up, non-exclusive, perpetual license to use the Althea Know-How to develop, use, make, have made, market, offer to sell, sell, have sold, distribute, import or otherwise exploit such Licensed Product in the Field in such country.

Infringement Outside the Field. Axsome, at its sole expense, shall have the sole and exclusive right, but not the obligation, to institute litigation or take other steps to remedy any infringement in the Territory solely outside the Field of any Licensed Patent Right. Any recoveries obtained by Axsome in connection with any such litigation or steps taken in relation to such infringement shall be retained by Axsome for its own account.

In the event that any Regulatory Authority # threatens or initiates any action to remove a Licensed Product from the market in any country in the Field in the Territory or # requires Licensee, its Affiliates, or its sublicensees to distribute a “Dear Doctor” letter or its equivalent regarding use of Licensed Product in the Field, Licensee shall notify Merck of such event within one (1) business day after Licensee becomes aware of the action, threat, or requirement (as applicable). Licensee shall consult with Merck prior to initiating a recall or withdrawal of Licensed Product in the U.S., Japan, or a Major European Country; provided, however, that the final decision as to whether to recall or withdraw a Licensed Product in the Territory shall be made by Licensee in its sole discretion. Licensee shall be responsible, at its sole expense, for conducting any recalls or taking such other necessary remedial action.

Collateral Field Examinations; Appraisals. [Section 5.13] of the Credit Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

Visitation Rights; Field Examination. At any reasonable time and from time to time and at least once by July 1 of every year, permit Bank or any agents or representatives thereof (such agents or representatives may or may not, at the sole discretion of Bank and may or may not, at the sole discretion of Bank, include employees of Bank) to examine and make copies of and abstracts from the records, books and accounts of, and visit the properties of, and conduct unannounced field examinations and collateral inspections at least annually at the expense of Borrower and to discuss the affairs, finances and accounts of Borrower with any of their respective officers or directors; provided, however, Borrower shall pay for the cost of one (1) field examination per year, and all visits and inspections upon and during the occurrence of an Event of Default shall be at the expense of Borrower. In addition to the foregoing, at any reasonable time and from time to time, Borrower also shall permit Bank or any agents or representatives thereof, at the expense of Bank, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, Borrower, and to discuss the affairs, finances and accounts of Borrower with any of their respective officers or directors.

Retained Rights. Axsome retains all rights under the Licensed Intellectual Property, any and all other Patent Rights and Know-How owned or Controlled by Axsome or its Affiliates for use thereof either # outside the Territory for any and all purposes or # in the Territory but outside of the Field, and no such rights (either (a) or (b)) are granted under this Agreement to Licensee. Axsome further retains all rights under the Licensed Trademarks (or any Trademark identical or similar to any Licensed Trademark) for use outside of the Territory

Prior to the First Commercial Sale of a Licensed Product, the Steering Committee shall meet ​ per Calendar Year, or as otherwise mutually agreed by the Parties. The Steering Committee shall review Allena’s and its Affiliates’ activities and progress related to the Development of Licensed Products in the Field in the Territory during the preceding ​ and serve as a forum for the exchange of information between the Parties regarding the same. Following the First Commercial Sale of a Licensed Product, the Steering Committee shall cease to meet and automatically disband.