Provision Language
8. INTELLECTUAL PROPERTY MANAGEMENT
8.1. The MPP shall have no rights in relation to the conduct of any matter relating to the Licensed Patents, including the filing, prosecution and maintenance thereof.
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9. INTELLECTUAL PROPERTY MAINTENANCE, ABANDONMENT AND ENFORCEMENT
9.1. MedinCell, or any third party MedinCell elects, will be responsible (at its own expense and discretion) for, and be in control of, the prosecution, maintenance and enforcement of all Licensed Patents in the Territory.
9.2. In the event that MPP becomes aware of a suspected or actual breach of any Sub-License Agreement, MPP will notify MedinCell promptly, and following such notification, the Parties will confer.
9.3. MedinCell (and/or its Affiliates) will have the transferable right but not any obligation to bring an infringement action and any such action shall be at its own expense and entirely under its own direction and control, subject to the following:
i. MPP and each MPP Sub-licensee will reasonably assist MedinCell in any action or proceeding being prosecuted if so requested by MedinCell and such reasonable assistance is necessary for MedinCell to fully exercise its rights under such proceeding.
ii. MPP will have the right to participate and be represented in any such suit by its own counsel at its own expense; and
iii. No settlement of any such action or proceeding, which restricts the scope or adversely affects the enforceability of a Licensed Patent may be entered by MedinCell without the prior written consent of MPP.
9.4. Upon request, MedinCell shall provide promptly to MPP the freedom to operate analysis, performed in accordance with the Unitaid Agreement, to be shared with Development Partner or Commercialisation Partner.
9.5. MPP will promptly inform MedinCell if it becomes aware of any infringement or potential infringement of any of the Licensed Patents in the Field.