Common use of Specified Agreements Clause in Contracts

Specified Agreements. (a) UroGen shall be solely responsible for any and all payments and other obligations owed to any Third Party under any agreement (i) to which UroGen or any of its Affiliates is a party that is in force as of the Effective Date and is related to the UroGen Patents, the UroGen Know-How, the Licensed Products, or the RTGel Component, including any agreements for the supply of such, (ii) that pertains to Third Party intellectual property Covering the composition or formulation of, or the method of making or using, the RTGel Product existing as of the Effective Date when such agreement is entered into on or after the Effective Date by UroGen or any of its Affiliates and or (iii) that pertains to Third Party intellectual property Covering the composition of, formulation of, or the method of making or using, any RTGel Improvement Controlled by UroGen or its Affiliates when such Third Party intellectual property was not identified by UroGen to Allergan at the time of the disclosure of such RTGel Improvement under Section 2.6.1 (collectively, the “UroGen Product Agreements”). If UroGen receives a notice of breach (a “Breach Notice”) under any of the UroGen Product Agreements, within three (3) Business Days of receipt of such Breach Notice, UroGen shall notify Allergan in writing of its receipt of such Breach Notice. If UroGen does not cure the breach specified in a Breach Notice during the first half of the applicable cure period set forth in the applicable UroGen Product Agreement with respect to such breach (including any tolling of such cure period provided in such UroGen Product Agreement if UroGen disputes such breach), then Allergan may, in its sole discretion, pay to such Third Party the amounts due by UroGen under such UroGen Product Agreement to cure such breach or otherwise cure such breach and offset one hundred percent (100%) of such payments plus any other costs incurred by Allergan in curing such breach against amounts otherwise payable to UroGen under this Agreement. (b) Allergan shall be solely responsible, subject to Sections 6.3.3(a) and 7.7, for any and all payments and other obligations owed to any Third Party under any agreement to which Allergan or any of its Affiliates is a party that pertains to Third Party intellectual property Covering the composition or formulation of, or the method of making or using, any Allergan RTGel Improvement.

Specified Agreements. (a) UroGen shall be solely responsible for any and all payments and other obligations owed to any Third Party under any agreement (i) to which UroGen or any of its Affiliates is a party that is in force as of the Effective Date and is related to the UroGen Patents, the UroGen Know-How, the Licensed Products, or the RTGel Component, including any agreements for the supply of such, (ii) that pertains to Third Party intellectual property Covering the composition or formulation of, or the method of making or using, the RTGel Product existing as of the Effective Date when such agreement is entered into on or after the Effective Date by UroGen or any of its Affiliates and or (iii) that pertains to Third Party intellectual property Covering the composition of, formulation of, or the method of making or using, any RTGel Improvement Controlled by UroGen or its Affiliates when such Third Party intellectual property was not identified by UroGen to Allergan at the time of the disclosure of such RTGel Improvement under Section 2.6.1 (collectively, the “UroGen Product Agreements”). If UroGen receives a notice of breach (a “Breach Notice”) under any of the UroGen Product Agreements, within three (3) Business Days of receipt of such Breach Notice, UroGen shall notify Allergan in writing of its receipt of such Breach Notice. If UroGen does not cure the breach specified in a Breach Notice during the first half of the applicable cure period set forth in the applicable UroGen Product Agreement with respect to such breach (including any tolling of such cure period provided in such UroGen Product Agreement if UroGen disputes such breach), then Allergan may, in its sole discretion, pay to such Third Party the amounts due by UroGen under such UroGen Product Agreement to cure such breach or otherwise cure such breach and offset one hundred percent (100%) of such payments plus any other costs incurred by Allergan in curing such breach against amounts otherwise payable to UroGen under this Agreement. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (b) Allergan shall be solely responsible, subject to Sections 6.3.3(a) and 7.7, for any and all payments and other obligations owed to any Third Party under any agreement to which Allergan or any of its Affiliates is a party that pertains to Third Party intellectual property Covering the composition or formulation of, or the method of making or using, any Allergan RTGel Improvement.