Product Infringement Actions. As between the Parties, Allergan shall have the first right, but not the obligation, to prosecute any Competitive Infringement, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Allergan’s sole cost and expense, using counsel of its own choice (the “Product Infringement Action”). If Allergan prosecutes any such Product Infringement Action, UroGen shall have the ​ = 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.

right to join as a party to such claim, suit or proceeding in the Territory and participate with its own counsel at its sole cost and expense; provided that Allergan shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If Allergan or its designee does not take commercially reasonable steps to prosecute a Product Infringement Action # within ​ days following the first notice provided above with respect to such Competitive Infringement or # provided such date occurs after the first such notice of such Competitive Infringement is provided, ​ Business Days before the time limit, if any, set forth in Applicable Law and regulations for filing of such actions, whichever comes first, then # Allergan shall so notify UroGen and # ​ UroGen may prosecute such alleged or threatened Competitive Infringement at its sole cost and expense.