Allergan hereby agrees that all use of the Licensed Marks by Allergan, and any goodwill associated with the use of the Licensed Marks by Allergan, shall inure to the benefit of UroGen. Allergan hereby agrees that nothing in this Agreement shall give Allergan any right, title or interest in the Licensed Marks other than the right and license to use the Licensed Marks in accordance with this Agreement. Allergan further agrees that it will not: # oppose or assist any Third Party in opposing any application for registration, re-registration or renewal of the Licensed Marks; # apply for or otherwise seek (or assist any Third Party in applying for or otherwise seeking) complete or partial revocation, cancellation, invalidation or removal of the Licensed Marks from any register or # challenge or bring (or assist any Third Party in challenging or bringing) any proceeding or action in relation to the use or ownership of the Licensed Marks. In the event Allergan is required to use any of the Licensed Marks by Applicable Law, it shall so notify UroGen and within fifteen (15) days of such notification, UroGen shall provide to Allergan UroGen’s then effective standards of use for the relevant Licensed Mark(s) which shall be reasonable and consistent with UroGen’s internal policies and arrangements with other trademark licensees (such standards of use, the “Trademark Standards”).

Allergan shall promptly notify UroGen # of any claim, threat, lawsuit, filing, or other notice or allegation of infringement of which it is aware asserted against Allergan (or any of its Sublicensees or Distributors) by a Third Party regarding Allergan’s (or its Sublicensees’ or Distributors’) use of the Licensed Marks under this Agreement or # if it becomes aware of any Third Party that is infringing any Licensed Mark in the Territory. UroGen shall have the sole right, but not the obligation, to bring infringement, unfair competition, or other claims or proceedings involving the Licensed Marks and Allergan hereby acknowledges and agrees that it shall have no such right. If reasonably requested by UroGen, Allergan shall cooperate with UroGen, at UroGen’s expense, in connection with any such action.