2. License Grants
(a) API License. Subject to the terms and conditions of this Agreement, Gilead hereby grants to Licensee a royalty-free, non-exclusive, non-sublicensable (other than a sublicense to an Affiliate), non-transferable license under the Licensed Technology to (i) make API only in India; and (ii) sell API only in India and solely to Licensed Product Suppliers for the Field.
(b) Product License. Subject to the terms and conditions of this Agreement, Gilead hereby grants to Licensee a royalty-bearing, non-exclusive, non-sublicensable (other than a sublicense to an Affiliate), non-transferable license under the Licensed Technology solely to (i) make Product from Licensed API in India and (ii) sell, have sold, offer for sale, export from India and import such Product made from Licensed API in the Territory for the Field.
2.2. License Grant to Gilead. Licensee hereby grants to Gilead a nonexclusive, royalty-free, worldwide, sublicensable license to all improvements, methods (including manufacturing processes), modifications and other know-how, including any chemistry improvements or modifications, developed by or on behalf of Licensee and relating to API or a 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, such party will notify the other party promptly, and following such notification, the parties agree to discuss the scope of such infringement. Gilead will have the sole right, but not the obligation, to bring an infringement action at its own expense, in its own name, and entirely under its own direction and control. Licensee will have no obligation to assist Gilead with the enforcement or defense of the Patents.