Notice of Claim. All indemnification claims in respect of an Allergan Indemnitee or a UroGen Indemnitee shall be made solely by Allergan or UroGen, as applicable (each of Allergan or UroGen in such capacity, the “Indemnified Party”). The Indemnified Party shall give the Indemnifying Party prompt written notice (an “Indemnification Claim Notice”) within fifteen (15) Business Days of becoming aware of any Third Party Claim asserted or threatened against an Allergan Indemnitee or a UroGen Indemnitee, as applicable, that could give rise to a right of indemnification under this Agreement, and in no event shall the Indemnifying Party be liable for any Losses to the extent such Losses result from any delay in providing such Indemnification Claim Notice. Each Indemnification Claim Notice must contain a description of the Third Party Claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss is known at such time). The Indemnified Party shall furnish promptly to the Indemnifying Party copies of all papers and official documents received in respect of any Losses and Third Party Claims.

NoticeControl of Claim. All indemnification claims inDefense. Except with respect to any Third Party Claim that is a Third Party Infringement Claim, the process for the defense of an Allergan Indemnitee or a UroGen Indemniteewhich shall be made solelygoverned by Allergan or UroGen, as applicable (each of Allergan or UroGen in such capacity, the “Indemnified Party”). The Indemnified Party shall giveSection 7.5, at its option, the Indemnifying Party prompt written notice (an “Indemnification Claim Notice”) within fifteen (15) Business Days of becoming awaremay assume the defense of any Third Party Claim asserted or threatened againstby giving written notice to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the Indemnifying Party shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Allergan Indemnitee or a UroGen Indemnitee, as applicable, that could give rise toin respect of such Third Party Claim, nor shall it constitute a right of indemnification under this Agreement, and in no event shallwaiver by the Indemnifying Party be liableof any defenses it may assert against an Allergan Indemnitee’s or UroGen Indemnitee’s, as applicable, claim for any Losses toindemnification. Upon assuming the extent such Losses result from any delaydefense of a Third Party Claim, the Indemnifying Party may appoint as lead counsel in providing such Indemnification Claim Notice. Each Indemnification Claim Notice must contain a descriptionthe defense of the Third Party Claim andany legal counsel selected by the nature and amountIndemnifying Party. If the Indemnifying Party assumes the defense of such Loss (toa Third Party Claim, the extent that the nature and amount of such Loss is known at such time). The Indemnified Party shall furnish promptlyimmediately deliver to the Indemnifying Party copiesall original notices and documents (including court papers) received by any Allergan Indemnitee or UroGen Indemnitee, as applicable, in connection with the Third Party Claim. If the Indemnifying Party assumes the defense of a Third Party Claim, except as provided in [Section 10.2.3], the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party or any Allergan Indemnitee or UroGen Indemnitee, as applicable, in connection with the analysis, defense or settlement of such Third Party Claim. If it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold harmless an Allergan Indemnitee or UroGen Indemnitee, as applicable, from and against a Third Party Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all paperscosts and official documents received in respectexpenses (including attorneys’ fees and costs of suit) and any Losses andincurred by the Indemnifying Party in its defense of such Third Party Claims.Claim.