Recovery. Notwithstanding any other provisions of this Agreement to the contrary, if the Committee concludes, in its sole discretion, that the ​ has breached the Restrictive Covenant, the Company may take one or more of the following actions with respect to the Award:

Recovery. Except as otherwise agreed by the Parties […​…], any recovery realized as a result of litigation described in [Sections 7.3.1, 7.3.2, 7.3.3, or 7.3.4]4]4]4] (whether by way of settlement or otherwise) […​…].

Recovery. In the event that either Party exercises the rights conferred in this [Article 7] and recovers any damages or other sums in such action, such damages or other sums recovered shall first be applied to all out-of-pocket costs and expenses incurred by the Parties in connection therewith (including, without limitation, attorneys fees). If such recovery is insufficient to cover all such costs and expenses of both Parties, the controlling Party’s costs shall be paid in full first before any of the other Party’s costs. If after such reimbursement any funds shall remain from such damages or other sums recovered, such funds shall be ​

Recovery. Any recovery or damages derived from any suit brought under [Section 8.04] (“Recovery”) shall be shared as follows: # the amount of such Recovery shall be used first to reimburse each of Merck and Licensee for its documented out-of-pocket legal expenses relating to the suit, and then # any remaining amounts to be shared by the Parties as follows:

Recovery. Except as otherwise agreed by the Parties in connection with a cost sharing arrangement, any recovery realized as a result of such litigation described above in this [Section 7.4] (whether by way of settlement or otherwise) shall be first allocated to reimburse each Party for its costs and expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses). Any remainder after such reimbursement is made shall be retained by the Party that has exercised its right to bring the enforcement action; provided, however, that any such remainder retained by Allergan that is attributable to lost sales of a Licensed Product shall be treated as “Net Sales” in the Calendar Year in which the money is actually received and any royalties pursuant to [Section 6.3] shall be payable by Allergan to UroGen with respect thereto; provided that any such recovery ​.

Compensation Recovery. Notwithstanding any other provision of this Agreement (but subject to [Section 15.4] (Amendment to Conform to Law) of the Plan), this Award and any Shares or cash received in settlement thereof will be subject to # to the extent applicable to you, the Company’s Executive Compensation Clawback Policy (or any successor policy or requirements, as applicable) as in effect from time to time, including specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Common Stock may be traded); and # forfeiture to or reimbursement of the Company under the circumstances and to the extent provided in Section 304 of the Sarbanes-Oxley Act of 2002 if you are one of the individuals expressly subject to such [Section 304] or if you knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly negligently failed to prevent the misconduct, which resulted in material noncompliance by the Company with any financial reporting requirement under the securities laws and as a result of which the Company was required to prepare an accounting restatement.

Recovery Plan. In addition to damages assessed for late delivery, Delivery or completion in accordance with [Article 7.3] and Table 5, in the event of a failure to meet any such delivery, Delivery or completion date for any Customer Satellites by more than thirty (30) Calendar Days, the Contractor shall provide to Customer a recovery plan which provides for Contractor coming back into compliance with the Delivery Schedule, or as nearly in compliance as possible under the circumstances. Customer shall have the right to review and comment on such recovery plan, and Contractor shall consider such comments in good faith. Following approval by Customer, not to be unreasonably withheld, conditioned or delayed, the Contractor shall implement such recovery plan at the Contractor’s sole expense. Any dispute relating to adequacy of a recovery plan shall be resolved in accordance with [Article 25.0], Disputes. Failure of the Contractor to propose a recovery plan as required by this [Article 7.6], or any material breach of such a recovery plan once proposed by the Contractor and approved by Customer, may give Customer various remedies hereunder. In no event shall performance of any recovery plan result in or be made contingent upon agreement by Customer to the adjustment of Delivery dates or the waiver or reduction of any liquidated damages or other remedy.

Clawback/Recovery. If the Participant is now or is hereafter subject to any clawback policy that the Company has adopted, including any such policy contained in the Employee Agreement for Equity Recipients (attached to this Award) and any policy that it is required to adopt pursuant to listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Law, the Performance RSUs will be subject to recoupment in accordance with such clawback policy.

If there is determined to be any amount owing to a Purchaser Indemnified Party as a result of indemnification under this [Article IX] or [Section 10.2], the amount then remaining in the Indemnity Escrow Fund shall be used by a Purchaser Indemnified Party as the first recourse with respect to any and all amounts owed to a Purchaser Indemnified Party pursuant to this [Article IX] or [Section 10.2]. However, if the amount then remaining in the Indemnity Escrow Fund is insufficient to satisfy in full any amount owing to a Purchaser Indemnified Party as a result of indemnification under this [Article IX] or [Section 10.2], then the Purchaser Indemnified Parties shall seek recourse against the R&W Insurance Policy (unless coverage is expressly not available for such claim). If the amount then remaining in the Indemnity Escrow Fund is insufficient to satisfy in full any Indemnification Claim asserted in good faith under this [Article IX] solely in respect of the matters set forth in ​, and, in any case, the amount of any such Indemnification Claim asserted in good faith would reasonably be expected to exceed the then remaining R&W Insurance Policy Coverage Amount, then the Purchaser Indemnified Party shall be entitled to recourse directly against the Equity Holders (in accordance with each Equity Holder’s allocable share of the Merger Consideration paid as of such date and after giving credit to Schultz for the amount paid or to be paid from the Indemnity Escrow Fund) on a several (and not joint and several) basis based on their allocable share of the Merger Consideration paid as of such date (and in all cases subject to the limitations set forth in this [Section 9.5]), for the amount in excess of the then-remaining Indemnity Escrow Fund and the then remaining R&W Insurance Policy Coverage Amount (except for claims that are expressly not covered by the R&W Insurance Policy in the first instance), subject to the other limitations and qualifications of this [Article IX] and provided that to the extent any such Indemnification Claim is asserted pursuant to [Section 9.2(c)(iii)(B)] in respect of any intentional breach or intentional non-fulfillment of any covenant or agreement made by any one or more Equity Holders, then such Equity Holders whose intentional breach or intentional non-fulfillment gave rise to such Indemnification Claim shall be exclusively liable for any such amounts.

Allocation of Recovery. Except as otherwise agreed by the Parties as part of a cost-sharing arrangement, any damages or other recovery from an infringement action or proceeding undertaken by either Party pursuant to [Section 6.2(b)] or [Section 6.2(c)], shall first be used to reimburse the Parties for the costs and expenses incurred in such action or proceeding, and any remainder after such reimbursement shall be retained by the Party that brought and controlled such action or proceeding for purposes of this Agreement, except that: