(c) License Grant. AskBio shall grant, and hereby grants, to AveXis a non-exclusive, worldwide, royalty-free, transferable, sublicensable, irrevocable, perpetual license to practice any AveXis Improvements, including the right to research, develop, use, make, sell, offer to sell Licensed Products. For avoidance of doubt, the foregoing license to AveXis Improvements shall not expand the rights of AveXis to use any AskBio Licensed Technology outside the Field and, to the extent that use of such AveXis Improvements outside the Field would, but for a license from AskBio in such additional fields, infringe one or more Valid Claims of the AskBio Patent Rights or otherwise use the AskBio Know-How, AveXis shall be required to obtain additional rights to the AskBio Licensed Technology from AskBio, which AskBio may or may not grant to AveXis, in its sole discretion.
8.2 Prosecution and Maintenance of AskBio Patent Rights. AskBio shall be responsible for the prosecution, maintenance and enforcement of the AskBio Patent Rights. AskBio shall use commercially reasonable efforts to maintain all AskBio Patent Rights in the Field during the Term; provided, however, that AskBio shall have the right to abandon applicable patents or patent applications (or specific claims included therein) in which ****.
8.3 Patent Marking and Licensed Product(s) & Licensed Product(s) Marking. AveXis shall place appropriate patent and/or patent pending markings on each Licensed Product(s) or the packaging therefore in compliance with Applicable Laws. The content, form, size, location and language of such markings shall be in accordance with Applicable Laws and practices of the country in which the applicable units of each Licensed Product(s) are distributed. AveXis shall be responsible for all packaging (non-commercial and commercial) and labeling of Licensed Product(s).
ENFORCEMENT AND DEFENSE OF ASKBIO LICENSED TECHNOLOGY.
9.1 Notice of Infringement. In the event of any actual or threatened infringement or misappropriation by any Third Party of any AskBio Licensed Technology in the Field, the Party first having knowledge of such infringement or misappropriation shall promptly notify the other Party in writing. The notice shall set forth the facts of such infringement or misappropriation in reasonable detail.
9.2 Prosecution of Actions. AskBio shall have the sole right, but not the obligation, to carry out actions against Third Parties arising from such Third Parties infringement or misappropriation of the AskBio Licensed Technology.
9.3 Third Party Claim of Infringement. AveXis shall immediately notify AskBio in writing if it has knowledge of any Third Party claim challenging the validity or scope of any AskBio Licensed Technology. In the event that a Third Party asserts a claim challenging the validity or scope of any AskBio Licensed Technology, AskBio shall have the sole right, but not the obligation, to control the defense of such claim.
****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.