UroGen Patents. As between the Parties, UroGen shall have the right, at its sole cost and expense, but not the obligation, using counsel of its own choice, to prepare, file, prosecute and maintain the UroGen Patents in the Territory and to be responsible for any related interference, re-issuance, re-examination and opposition proceedings, and the costs and expenses. UroGen shall inform Allergan of all material steps with regard to the preparation, filing, prosecution and maintenance of UroGen Patents and shall provide Allergan drafts of any material filings or responses to be made to patent authorities in advance of submitting such filings or responses as to allow Allergan a reasonable opportunity to review and comment thereon. UroGen will consider Allergan’s reasonable comments in good faith.

As between the Parties, Allergan shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the UroGen Product Patents at its sole cost and expense in the Territory and using counsel of its own choice, including when such invalidity or unenforceability is raised as a defense or counterclaim in connection with an infringement action initiated pursuant to Section 7.4. UroGen may participate in any such claim, suit or proceeding in the Territory regarding such UroGen Product Patent with counsel of its choice at its sole cost and expense; provided that Allergan shall retain control of the defense in such claim, suit or proceeding. If Allergan or its designee elects not to defend or control the defense of such UroGen Product Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding within ​ days after the applicable claim is filed, then UroGen may conduct and control the defense of any such claim, suit or proceeding at its sole cost and expense.

responsibility for preparing, filing, prosecuting and maintaining any UroGen Product Patent under this Section 7.3.2, UroGen shall promptly deliver to Allergan copies of all necessary files related to the UroGen Product Patents with respect to which responsibility has been transferred and shall take all actions and execute all documents reasonably necessary for Allergan to assume such preparation, filing, prosecution, maintenance and defense. UroGen shall provide true, complete and correct copies of the file wrappers and other documents and materials relating to the prosecution, defense, maintenance, validity and enforceability of the UroGen Product Patents to Allergan promptly after the Effective Date to the extent not already provided to Allergan. Allergan shall provide UroGen with regular updates on the preparation, filing, prosecution and maintenance of such UroGen Product Patents and shall notify UroGen in writing of any filing, issuance or abandonment of any UroGen Product Patent.

In addition to the rights and obligations set forth in Section 7.3.1, with respect to any UroGen Product Patents, UroGen shall provide Allergan with a copy of material communications to and from any patent authority regarding such UroGen Product Patents and provide Allergan drafts of any material filings or responses to be made to such patent authorities sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for Allergan to review and comment thereon. The Parties shall discuss in good faith Allergan’s comments with respect to such drafts and with respect to strategies for preparing, filing, prosecuting and maintaining the UroGen Product Patents, and UroGen shall incorporate Allergan’s good faith comments with respect to the foregoing, to the extent that ​. For clarity, a comment of Allergan referenced in the preceding sentence may be deemed to not be “good faith” only if ​. Notwithstanding anything to the contrary in this Section 7.3.2(a), Allergan shall control and be responsible for any related interference, re-issuance, re-examination, opposition and post-grant proceedings with respect to the UroGen Product Patents and the costs and expenses incurred in connection with the foregoing; provided, that Allergan may only pursue any interference, re-issuance, re-examination, opposition and post-grant proceedings with respect to the UroGen Product Patents if such actions are conducted by Allergan ​; provided, further, that Allergan shall keep UroGen reasonably informed of such proceedings and the terms of Section 7.4.5 shall govern the obligations of the parties with respect to the conduct of such proceedings.

If UroGen decides not to prepare, file, prosecute or maintain a UroGen Product Patent in a country in the Territory, UroGen shall provide reasonable prior written notice to Allergan of such intention and, Allergan shall thereupon have the option to assume the control and direction of the preparation, filing, prosecution and maintenance of such UroGen Product Patent at its sole cost and expense in such country. Upon transfer of UroGen’s ​ = 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.

As between the Parties, UroGen shall have the sole right, but not the obligation, to defend and control the defense of the validity and enforceability of the UroGen Patents (other than the UroGen Product Patents) at its sole cost and expense in the Territory and using counsel of its own choice, including when such invalidity or unenforceability is raised as a defense or counterclaim in connection with an infringement action initiated pursuant to Section 7.4.