8. INTELLECTUAL PROPERTY, PATENT MAINTENANCE, INFRINGEMENT
8.1 Intellectual property. […]
(a) Manufacturing Process Results
(i) Shionogi shall own (and shall have the sole right to patent or not to patent) all inventions and results developed or generated by the Sublicensee related to the process to manufacture Licensed Compound or Licensed Product (Process Results) (whether or not patentable) that are specific to the Licensed Product and/or that incorporate any non-public proprietary information or confidential information or intellectual property of Shionogi and the Sublicensee will provide reasonable assistance to Shionogi, as may be required, for such patenting and related prosecution
The Sublicensee shall own (and shall have the sole right to patent or not to patent) all Process Results (whether or not patentable) solely to the extent separable from the Licensed Product (i.e., that such can be used to manufacture products other than the Licensed Product) and that do not incorporate any nonpublic proprietary information or confidential information of Shionogi. […]
8.2 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 Sublicensed Rights in the Territory. The 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.
8.3 Enforcement. 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. The Sublicensee acknowledges that, in accordance with the Shionogi License Agreement, Shionogi has the right, in its discretion and at its expense, to bring any action or proceeding with respect to such infringement and to control its conduct (including any settlement). 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.