Upfront Payment. Licensee shall pay to Axsome a one-time payment of ​, ​. 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 ​ pursuant to this Agreement, including those set forth in [Section 5.2], ​ shall pay ​ a one-time, non-refundable, upfront amount equal to ​. The foregoing sentence shall not be interpreted to limit ​’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 ​.

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.

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.

Upfront Fees Payable to Lenders. Upfront fees on Lenders’ Commitments totaling ​ 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 # ​ 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 Payment” means the non-refundable and non-creditable upfront payment by GSK to Borrower in the aggregate amount of ​ 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

Payment. The ​ will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes or any waiver or amendment of any of the terms and provisions hereof or of the Subsidiary Guaranty or the Notes unless such remuneration is concurrently paid, or security is concurrently granted, or other credit support is concurrently provided, on the same terms, ratably to each holder of Notes then outstanding even if such holder did not consent to such waiver or amendment.

Payment. The Administrator shall determine the methods by which payments by any Participant with respect to any Awards granted under the Plan shall be made, including, without limitation: # cash or check, # Shares (including, in the case of payment of the exercise price of an Award, Shares issuable pursuant to the exercise of the Award) held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences, in each case, having a Fair Market Value on the date of delivery equal to the aggregate payments required, # delivery of a written or electronic notice that the Participant has placed a market sell order with a broker with respect to Shares then-issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required; provided, however, that payment of such proceeds is then made to the Company upon settlement of such sale, or # other form of legal consideration acceptable to the Administrator. The Administrator shall also determine the methods by which Shares shall be delivered or deemed to be delivered to Participants. Notwithstanding any other provision of the Plan to the contrary, no Participant who is a Director or an "executive officer" of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or continue any extension of credit with respect to such payment with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.

Payment. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any Purchaser or holder of Notes as consideration for or as an inducement to the entering into by such Purchaser or any holder of Notes of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each Purchaser and each holder of Notes then outstanding even if such holder did not consent to such waiver or amendment.

Payment. Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

Payment. The Secretary shall determine the method or methods by which, and the form or forms, including, without limitation, cash, Shares, or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which payment of the exercise price with respect to an Option may be made or deemed to have been made.

Payment. At the time of exercise of an Option, payment in full, or adequate provision therefore, in cash or in Shares or any combination thereof, at the option of the Participant, shall be made for all Shares then being purchased.

Payment. No shares shall be delivered pursuant to any exercise of an Option until payment in full of the exercise price therefor is received by the Company. Such payment may be made in whole or in part in cash or, to the extent permitted by the Committee at or after the grant of the Option, by delivery of shares of Common Stock owned by the optionee valued at their Fair Market Value on the date of delivery, or such other lawful consideration, including a payment commitment of a financial or brokerage institution, as the Committee may determine.

Payment. Except to the extent provided to the contrary in [Section 2.10] or [[Section 2.12(a), (i)])]])] all interest, all Letter of Credit Fees, and all other fees payable hereunder or under any of the other Loan Documents shall be due and payable, in arrears, on the first day of each month, and # all costs and expenses payable hereunder or under any of the other Loan Documents, and all Lender Group Expenses shall be due and payable on the earlier of # the first day of the month following the date on which the applicable costs, expenses, or Lender Group Expenses were first incurred or # the date on which demand therefor is made by Agent (it being acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the Loan Account pursuant to the provisions of the following sentence shall be deemed to constitute a demand for payment thereof for the purposes of this subclause (y)). Borrower hereby authorizes Agent, from time to time without prior notice to Borrower, to charge to the Loan Account # on the first day of each month, all interest accrued during the prior month on the Revolving Loans and all other Obligations hereunder, # on the first day of each month, all Letter of Credit Fees accrued or chargeable hereunder during the prior month, # on the first day of each month, the Unused Line Fee accrued during the prior month pursuant to [[Section 2.10(b), (D)])]])] as and when incurred or accrued, all audit, appraisal, valuation, or other charges or fees payable hereunder pursuant to [[Section 2.10(c), (E)])]])] as and when due and payable, all other fees payable hereunder or under any of the other Loan Documents, # as and when incurred or accrued, all fees, charges, commissions, and costs provided for in [[Section 2.11(j), (G)])]])] as and when incurred or accrued, all fees and costs provided for in [[Section 2.10(a) or (c), (H)])])]])])] as and when incurred or accrued, all other Lender Group Expenses, and # as and when due and payable all other payment obligations payable under any Loan Document or any Bank Product Agreement (including any amounts due and payable to the Bank Product Providers in respect of Bank Products). All amounts (including interest, fees, costs, expenses, Lender Group Expenses, or other amounts payable hereunder or under any other Loan Document or under any Bank Product Agreement) charged to the Loan Account shall thereupon constitute Revolving Loans hereunder, shall constitute Obligations hereunder, and shall initially accrue interest at the rate then applicable to Revolving Loans that are Base Rate Loans (unless and until converted into LIBOR Rate Loans in accordance with the terms of this Agreement).

Payment. Units shall be settled in shares of the Company’s common stock (“Stock”) on a one-for-one basis. On the earlier of # the third anniversary of the Grant Date (the “Specified Date”), # the fifth business day following Awardee’s “separation from service” (within the meaning of Treasury Regulation [[section 1.409A-3(a)(1)])]])]) for any reason, and # the date of a “change in control” (within the meaning of Treasury Regulation [[section 1.409A-3(a)(5)])]])]), the Company shall deliver to Awardee (or Awardee’s estate in the event of the death of Awardee) a certificate, free and clear of any restrictive legend, representing a number of shares of Stock equal to the number of Units.

PAYMENT. Options granted under this [Article 6] shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares.