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 Enforcement. In the event that either Licensee or Merck becomes awaredoes not obtain a discontinuance of any alleged or threateneda commercially material infringement inor alleged commercially material infringement of 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 in a particular country, or bring suit against any suchthe Third Party infringer or alleged Third Party infringer, at its own expense,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 settle,and/or settle such suit as set forth herein. Merck shallLicensee will reasonably cooperate with Merck in any such suit at Licensee’Merck’s expense; and where necessary, MerckLicensee shall join in, or be named as a necessary party to, such suit. LicenseeMerck 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,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 Merck,Licensee, requires an admission of liability, wrongdoing, or fault on the party of Merck,Licensee, without Merck’Licensee’s prior written consent (in each case, such consent not to be unreasonably withheld). MerckLicensee shall have the right, prior to commencement of the trial, suit or action brought by Licensee,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 Enforcement. Inand employees, Affiliates, agents, independent contractors or consultants of Merck that claim or cover the event that eitherLicensed Product or Licensed Compound shall be owned jointly by Merck and Licensee or(“Joint Patent Rights”). Merck becomes aware of any alleged or threatened commercially material infringement in a countryhereby grants to Licensee an exclusive (even as to Merck and its Affiliates), license, in the Territory of any issued patent withinField in the CompoundTerritory, with the right to grant sublicenses under the Joint Patent Rights orto 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, it will notifyRights. Following the other Party​ milestone referred to in writingSection 7.02, however, at the request of Licensee, ​. Licensee also agrees to that effect. Licensee shall havemanage, through outside counsel, any administrative challenge to the first right (but not the obligation) to enforce any such Compound Patent Right or Joint Patent Right againstRights including any such infringerinterference, post-grant review, inter partes review, derivation proceeding, opposition, reexamination, reissue or alleged infringer, atsimilar administrative proceeding. Licensee may use outside counsel of its own expense, and control, and litigate and settle, such suit as set forth herein. Merck shall reasonably cooperatechoice for matters 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, inconnection with 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.Rights.