Common use of By Bayer Clause in Contracts

By Bayer. If Aegerion elects not to settle, defend or bring any action for infringement described in Section 6.3(a) and so notifies Bayer, then, if and only if such infringement would give rise to royalties payable to Bayer hereunder had Aegerion conducted the alleged infringing activities, Bayer may defend or bring such action at its own expense, in its own name and entirely under its own direction and control, subject to the following: Aegerion shall reasonably assist Bayer in any action or proceeding being defended or prosecuted if so requested, and shall join such action or proceeding if requested by Bayer or required by applicable law. Aegerion shall have the right to participate in any such action or proceeding with its own counsel at its own expense and without reimbursement. No settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of a Bayer Patent Right may be entered into by Bayer without the prior written consent of Aegerion.