Upfront Fees Payable to Lenders. Upfront fees on Lenders’ Commitments totaling $2,500,000,000 shall be fully earned, and payable by the Borrowers in full, on the Effective Date. Additional upfront fees on an amount equal to the excess, if any, of # the aggregate Commitments of all Lenders existing on the Second Fee Payment Date over # $2,500,000,000 shall be fully earned, and payable by the Borrowers in full, on the Second Fee Payment Date, unless prior to the Second Fee Payment Date the Merger Agreement has been terminated without the Acquisition having been consummated. If prior to the Second Fee Payment Date the Merger Agreement has been terminated without the Acquisition having been consummated, no additional upfront fees shall be earned or payable. All upfront fees payable

Upfront Fee. The Company shall pay to the Administrative Agent, on the Closing Date, # for the account of the Lenders in accordance with their respective Applicable Percentages, an upfront fee of ten basis points (0.10%) of the Aggregate Commitments as of the Closing Date, as separately agreed between the Company and JPMorgan and # such other fees in the amounts and at the times separately agreed between the Company and JPMorgan. Such fees shall be fully earned when paid and shall not be refundable for any reason.

Upfront Payment. Licensee shall pay to Axsome a one-time payment of sixty-two million euros (€62,000,000), ​. In the event Licensee fails to pay either such payment on or before the date due and fails to cure such failure within five (5) Business Days, Axsome may terminate this Agreement by written notice with immediate effect without obligation to refund any payments made under this Section 4.1.

Upfront Payment. As partial consideration for Recordati’s agreements set forth in this Agreement, ARS will pay Recordati a one-time non-refundable upfront payment in the amount of Euro 3,000,000 (three million) (the “Upfront Payment”). Recordati will issue an invoice for the Upfront Payment on or after the Termination Agreement Effective Date, and ARS will pay the Upfront Payment no later than thirty (30) days following ARS’ receipt of such invoice.

Upfront Payment. No later than […​…] following the Effective Date, in consideration for entering into the collaboration with ​ and the rights granted by ​ to [[Organization A:Organization]] pursuant to this Agreement, including those set forth in Section 5.2, [[Organization A:Organization]] shall pay ​ a one-time, non-refundable, upfront amount equal to One Hundred Seventy-Five Million Dollars ($175,000,000.00). The foregoing sentence shall not be interpreted to limit [[Organization A:Organization]]’s right to seek damages for ​’s material breach of this Agreement. Such payment shall be non-creditable against any other payments due hereunder.

Upfront Payment. In partial consideration of the rights granted by UroGen to Allergan hereunder and subject to the terms and conditions of this Agreement, no later than ten (10) Business Days following the Effective Date, Allergan shall pay UroGen a non-creditable, non-refundable, upfront amount equal to Seventeen Million Five Hundred Thousand Dollars ($17,500,000).

Upfront fees

“Fees” shall mean the Commitment Fees, the L/C Participation Fees, the Issuing Bank Fees, the Administrative Agent Fees, the Upfront Fees and the Ticking Fees.

“Upfront Fees” shall have the meaning assigned to such term in [Section 2.12(d)].

SECTION #Subordinated Main Street Second Upfront Fee.‌98

Upfront Fee; Commitment Fee; Reductions in Aggregate Commitment

other amounts paid in lieu of royalties (e.g., upfront license fees and/or milestone payments that Allena agrees to pay in exchange for lower royalties), actually paid to such Third Party with respect to such Licensed Product in such country against royalty payments due under Section 5.3(a) with respect to Net Sales of such Licensed Product in such country; provided, however, that:

“Effective Yield” means, as to any Loans of any Class, the effective yield on such Loans in an amount equal to the sum of # the applicable margin, # the interest rate (exclusive of applicable margin) after giving effect to any interest rate floors or similar devices and # all upfront or similar fees and OID (amortized over the shorter of # the original stated life of such Loans and # the four years following the date of incurrence thereof) payable generally to ​ making such Loans, but excluding amendment fees, arrangement fees, structuring fees, commitment fees, underwriting fees or other fees payable to any lead arranger (or its affiliates) in connection with the commitment or syndication of such Indebtedness, consent fees paid to consenting ​, ticking fees on undrawn commitments and any other fees not paid or payable generally to all ​ in the primary syndication of such Indebtedness.

The [[Administrative Agent:Organization]] and the Arrangers hereby inform the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof # may receive interest or other payments with respect to the Loans and this Agreement, # may recognize a gain if it extended the Loans for an amount less than the amount being paid for an interest in the Loans by such ​ or # may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, [[Administrative Agent:Organization]] or collateral agent fees, utilization fees, minimum usage fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

(i) Any New Term Facility shall rank pari passu in right of payment, have the same guarantees as, and be secured on a first lien “equal and ratable” basis with the other Facilities over the same Collateral that secures the Facilities, # the New Term Facility shall share ratably in any prepayments of the Term Loans pursuant to Section 2.05 (or otherwise provide for more favorable prepayment treatment for the then outstanding Term Loan Tranches than the Term Loans under such New Term Facility) and # the all-in yield (whether in the form of interest rate margins, original issue discount, upfront fees, or Eurocurrency Rate or Base Rate floors (but not arrangement or underwriting fees paid to arrangers for their own account and not shared with the Lenders providing such New Term Facility) and equating original issue discount and upfront fees to interest rate for purposes of this calculation, assuming a four-year life to maturity) applicable to such New Term Facility shall be determined by the Borrower and the Lenders providing such New Term Facility.

“Upfront Payment” means the non-refundable and non-creditable upfront payment by GSK to Borrower in the aggregate amount of $90,000,000 as partial consideration of the rights and licenses granted to GSK by Borrower pursuant to the GSK License Agreement.”

payment of the Upfront Fee to the Lender; and

SECTION #Subordinated Main Street Second Upfront Fee. Borrower shall not make any payment of the Subordinated Main Street Second Upfront Fee unless the Subordinated Main Street Debt Payment Conditions shall have been satisfied both immediately before and after giving effect to such payment.

Subject to Section 22(b)(v) hereof, on the first Business Day of each month following the Second Closing Date, the Borrower shall pay the Lender a monthly upfront fee equal to # one-twelfth (1/12th) of 1.00% of the amount of the Second Loan during each of the twelve months following the Second Closing Date plus an amount to equal to 1.00% of each Delayed Draw Loan borrowed by the Borrower divided equally among the months between the time of borrowing of such Delayed Draw Loan and the one year anniversary of the Second Closing Date (such fee, the “Second Upfront Fee” and, together with the Original Upfront Fee, the “Upfront Fee”), which shall be fully earned, due and payable and non-refundable and non-creditable thereafter; provided, however, that at any time any Loan is repaid in full, no later owed Second Upfront Fee thereon is required to be paid.