Client’s Patent Rights. Client represents and warrants, to the best of its knowledge, that: # Client owns all rights and title to the Patent Rights; and # that Client owns theexclusiverighttoenforceallrightsconcerningthePatentRights,including,withoutlimitation, the exclusive right to bring actions against others for infringement of the Patent Rights, to license and sublicense the Patent Rights, and to collect all royalties (past or future), license fees, profits orotherrevenueorvaluableconsiderationtobepaidorexchangedbyanyoneelseforrightsinthe PatentRights.ClientagreestotimelypayallmaintenancefeesdueonthePatentRightsthatcome intoexistence.Clientrepresentsthatitisnotawareofanysecurityinterestinorclaimsofequitable titletothePatentRights.ClientagreesthatitwillnottransferorassignitsownershipofthePatent Rights or its rights to enforce the Patent Rights, including any authority to enforce those rights while this Agreement is in force without prior written notice to BJC.In the event Client proposes to transfer, license or assign its ownership or enforcement rights in the Patent Rights to another personorentity,theClientshallnotifyBJCinwritingpriortosuchtransfer,licenseorassignment, and any assignee must agree to assume Client’s obligations under thisAgreement.

Termination for Patent Challenge. If Allergan or any of its Affiliates or Sublicensees challenges under any court action or proceeding, or before any patent office, the validity, patentability or enforceability of any UroGen Patent, or initiates a reexamination of any UroGen Patent, or assists any Third Party to conduct any of the foregoing activities (each, a “Patent Challenge”) and such Patent Challenge is not required under a court order or subpoena and is not a defense against a claim, action or proceeding asserted by UroGen, its Affiliates or licensees against Allergan, its Affiliates or Sublicensees, UroGen may immediately terminate this Agreement; provided, however, that UroGen may not terminate this Agreement if such Patent Challenge is brought by a Sublicensee and Allergan or its Affiliate terminates such Sublicensee’s sublicense to the UroGen Patent within ​ days of UroGen providing notice to Allergan regarding such Patent Challenge. Allergan shall notify UroGen at least ​ days prior to Allergan’s initiation of any Patent Challenge.

Expenses. Promptly following any Borrower’s receipt of any monthly or other statement from Agent, Borrowers shall pay all of the following expenses (“Agent’s Expenses”):

Expenses. The Borrowers shall reimburse the Administrative Agent and the Arrangers for any reasonable costs and out-of-pocket expenses (including reasonable fees and expenses of one primary counsel and one additional local counsel in each applicable jurisdiction for the Administrative Agent, and additional counsels in light of actual or potential conflicts of interest or the availability of different claims or defenses) paid or incurred by the Administrative Agent or the Arrangers in connection with the preparation, negotiation, execution, delivery, syndication, review, amendment, modification, distribution (including, without limitation, via the internet) and administration of the Loan Documents, including (without limiting the generality of the foregoing), consultant’s fees and expenses (provided, so long as no Default or Unmatured Default has occurred and is continuing, such consultant is engaged with the consent of the Company). The Borrowers also agree to reimburse the Administrative Agent, the Arrangers and the Lenders for any reasonable costs and out-of-pocket expenses (including reasonable attorneys’ and paralegals’ fees and time charges of outside counsel and paralegals for the Administrative Agent, the Arrangers and the Lenders) paid or incurred by the Administrative Agent, the Arrangers or any Lender in connection with the collection of the Secured Obligations and protection of rights under, and enforcement of, the Loan Documents, including any such expenses incurred during any workout, restructuring or negotiations in respect of any of the Secured Obligations.

Expenses. Except as otherwise provided in this Agreement, each of the parties will bear and pay all costs and expenses incurred by it or on its behalf in connection with the transactions contemplated by this Agreement.

Expenses. During the Employment Period, Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Employee in connection with his services on behalf of the Employer in accordance with the policies, practices and procedures of the Employer to the extent applicable generally to other senior employees of the Employer.

Expenses. Except as otherwise agreed, [[Parties:Organization]], the Company, any exchanging Subsidiary and the redeeming Member shall bear their own expenses in connection with the consummation of any Redemption or Direct Exchange, whether or not any such Redemption or Direct Exchange is ultimately consummated, except that [[Parties:Organization]] shall bear any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, any Redemption or Direct Exchange; provided, however, that if any shares of Class A Common Stock are to be delivered in a name other than that of the Member (or The Depository Trust Company or its nominee for the account of a participant of The Depository Trust Company that will hold the shares for the account of such Member) or the Cash Payment is to be paid to a Person other than the Member, then such Member or the Person in whose name such shares are to be delivered or to whom the Cash Payment is to be paid shall pay to [[Parties:Organization]] the amount of any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, such Redemption or Direct Exchange or shall establish to the reasonable satisfaction of [[Parties:Organization]] that such tax has been paid or is not payable.

Expenses. The reasonable and verifiable costs and out-of-pocket expenses, including costs, expenses, fees and disbursements of counsel, incurred by the Indemnitee pursuant to [Section 10.2.3] shall be reimbursed on a monthly basis in arrears by the Indemnitor, without prejudice to the Indemnitor’s right to contest the Indemnitee’s right to indemnification and subject to refund in the event the Indemnitor is ultimately held not to be obligated to indemnify the Indemnitee.

Expenses. Except for [Section 3] expenses, each party shall pay the fees and expenses of its advisers, counsel, accountants, and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery, and performance of this Agreement.

Expenses. Each party shall bear its own expenses.