Licensee Enforcement. In the event that either Licensee or Merck becomes aware of any alleged or threatened commercially material infringement in a country in the Territory of any issued patent within the Compound Patent Rights or Joint Patent Rights, it will notify the other Party in writing to that effect. Licensee shall have the first right (but not the obligation) to enforce any such Compound Patent Right or Joint Patent Right against any such infringer or alleged infringer, at its own expense, and control, and litigate and settle, such suit as set forth herein. Merck shall reasonably cooperate in any such suit at Licensee’s expense; and where necessary, Merck shall join in, or be named as a necessary party to, such suit. Licensee shall not enter into any settlement of any claim described in this Section 8.04(a) that, in the reasonable judgment of Merck would violate any law or regulation, admits to the invalidity or unenforceability of the Compound Patent Rights or Joint Patent Rights, incurs any financial liability on the part of Merck, requires an admission of liability, wrongdoing, or fault on the party of Merck, without Merck’s prior written consent (in each case, such consent not to be unreasonably withheld). Merck shall have the right, prior to commencement of the trial, suit or action brought by Licensee, to join any such suit or action, and in such event shall pay one-half of the costs of such suit or action.

Licensee Enforcement. In the event that either Licensee or Merck becomes aware of any alleged or threatened commercially material infringement in a country in the Territory of any issued patent within the Compound Patent Rights or Joint Patent Rights, it will notify the other Party in writing to that effect. Licensee shall have the first right (but not the obligation) to enforce any such Compound Patent Right or Joint Patent Right against any such infringer or alleged infringer, at its own expense, and control, and litigate and settle, such suit as set forth herein. Merck shall reasonably cooperate in any such suit at Licensee’s expense; and where necessary, Merck shall join in, or be named as a necessary party to, such suit. Licensee shall not enter into any settlement of any claim described in this Section 8.04(a) that, in the reasonable judgment of Merck would violate any law or regulation, admits to the invalidity or unenforceability of the Compound Patent Rights or Joint Patent Rights, incurs any financial liability on the part of Merck, requires an admission of liability, wrongdoing, or fault on the party of Merck, without Merck’s prior written consent (in each case, such consent not to be unreasonably withheld). Merck shall have the right, prior to commencement of the trial, suit or action brought by Licensee, to join any such suit or action, and in such event shall pay one-half of the costs of such suit or action.

Merck Enforcement. If Licensee does not obtain a discontinuance of a commercially material infringement or alleged commercially material infringement of a Compound Patent Right or Joint Patent Right in a particular country, or bring suit against the Third Party infringer or alleged Third Party infringer, in each case within ​ months of receiving notice thereof, then Merck shall have the right to enforce any such patent and control, and litigate and/or settle such suit as set forth herein. Licensee will reasonably cooperate with Merck in any such suit at Merck’s expense; and where necessary, Licensee shall join in, or be named as a necessary party to, such suit. Merck shall not enter into any settlement of any claim described in this Section 8.04(b) that admits to the invalidity or unenforceability of the Compound Patent Rights or Joint Patent Rights, incurs any financial liability on the part of Licensee, requires an admission of liability, wrongdoing, or fault on the party of Licensee, without Licensee’s prior written consent (in each case, such consent not to be unreasonably withheld). Licensee shall have the right, prior to commencement of the trial, suit or action brought by Merck, to join any such suit or action, and in such event shall pay one-half of the costs of such suit or action.

All Inventions that are created during the Term of the Agreement jointly by employees, Affiliates, agents, independent contractors or consultants of Licensee and employees, Affiliates, agents, independent contractors or consultants of Merck that claim or cover the Licensed Product or Licensed Compound shall be owned jointly by Merck and Licensee (“Joint Patent Rights”). Merck hereby grants to Licensee an exclusive (even as to Merck and its Affiliates), license, in the Field in the Territory, with the right to grant sublicenses under the Joint Patent Rights to Develop, make, have made, use, import, export, Commercialize, sell, offer for sale, and market the Licensed Compound and the Licensed Product. Licensee agrees to prosecute and maintain in the Territory, through outside counsel, the Joint Patent Rights. Following the ​ milestone referred to in Section 7.02, however, at the request of Licensee, ​. Licensee also agrees to manage, through outside counsel, any administrative challenge to the Joint Patent Rights including any interference, post-grant review, inter partes review, derivation proceeding, opposition, reexamination, reissue or similar administrative proceeding. Licensee may use outside counsel of its choice for matters in connection with the Joint Patent Rights.