8. INVENTIONS, PATENT MAINTENANCE, INFRINGEMENT
8.5 Patent maintenance and abandonment
Shionogi will be responsible (at its own expense and discretion) for, and will control, the prosecution (including any interferences, reissue proceedings, and reexaminations) and maintenance of all Licensed Rights in the Territory. GARDP and any applicable Sublicensee will, at Shionogi’s cost but only limited to actual and reasonable out–of–pocket costs for Sublicensee’s assistance, provide reasonable assistance to Shionogi, as may be required, for such prosecution.
8.6 Enforcement of Licensed Rights
In the event that GARDP becomes aware of a suspected or actual infringement of any patents included in the Licensed Rights, GARDP will notify Shionogi promptly, and following such notification, the Parties will confer.
(b) Enforcement of Licensed Rights
Shionogi (and/or its Affiliates) will have the right, but will not be obligated, to bring an infringement action against any Third Party at its own expense, in its own name and entirely under its own direction and control, subject to the following:
(i) GARDP and each Sublicensee will reasonably assist Shionogi (at Shionogi’s expense but only limited to actual and reasonable out–of–pocket costs for GARDP’s and Sublicensee’s assistance) in any action or proceeding being prosecuted if so requested by Shionogi and such reasonable assistance is necessary for Shionogi to fully exercise its rights under such proceeding;
(ii) GARDP will have the right, but will not be obligated, to participate and be represented in any such suit by its own counsel at its own expense; and
(iii) Shionogi may enter into a settlement of any such action or proceeding to restrict the scope of the Licensed Rights at its sole discretion.
(c) The Parties agree to keep the other Party reasonably informed of all such material developments in connection with any infringement proceedings and of any matters coming to such Party’s attention that may materially affect the preparation, filing, prosecution, or maintenance of any patents included in the Licensed Rights.
(d) If the making, import, use, offer for sale, or sale of the Licensed Compound or the Licensed Product by or on behalf of GARDP or a Sublicensee infringe on the intellectual property rights of a Third Party in the Territory, GARDP or as applicable the Sublicensee will be solely responsible for such infringement, and Shionogi will not have any obligation to defend or indemnify GARDP or a Sublicensee with respect to any such claim, subject to Section 7.2.
Schedule F: Provisions for Sublicense Agreement
Each Party shall promptly notify the other Party of any actual or suspected infringement of the Sublicensed Rights in the Territory to the extent relating to the Licensed Product. Sublicensee acknowledges that, in accordance with the License Agreement, Licensor has the right, in its discretion and at their expense, to bring any action or proceeding with respect to such infringement and to control its conduct (including any settlement).