Provision Language
2. License Grant
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2.4 License Grant to Gilead.
(a) Improvements License. Licensee hereby grants to Gilead a nonexclusive, royalty-free, worldwide, sublicensable license to all improvements, methods, modifications, processes and other know-how developed by or on behalf of Licensee and relating to Lenacapavir or Product (“Improvements”), subject to the restrictions on further transfer of Licensee’s technology by Gilead as set forth in Section 5.3. Licensee shall, as between Gilead and Licensee, own all such Improvements and shall, as between Licensee and Gilead, have the sole right, but not the obligation, to pursue intellectual property protection with respect to such Improvements.
5. Intellectual Property
5.1 Maintenance of Patents. Gilead shall not be obligated to maintain or enforce the Patents.
5.2 Cooperation. If either Party becomes aware of a suspected infringement of any Patent or the occurrence of any prohibited activity described in Section 7.2(a)(i)-(v), such Party will notify the other Party promptly, and following such notification, the Parties will discuss the scope of such infringement. Gilead will have the sole right, but not the obligation, to bring an infringement or such other action at its own expense, in its own name, and entirely under its own direction and control. Licensee will reasonably assist Gilead in such actions or proceedings if so requested, and will lend its name to such actions or proceedings if required by law in order for Gilead to bring such an action.