Enforcement by BMS. In the event that management or in-house counsel for either Party becomes aware of a suspected infringement by a Third Party of a PDL Licensed Patent that claims the composition of matter (including formulation), manufacture or use of one or more Products that are being Developed or Commercialized using Diligent Efforts and which is co-exclusively or exclusively licensed to BMS under Section 7.1(a), such Party shall notify the other Party promptly, and following such notification, the Parties shall confer. Each Party shall provide the same level of disclosure to the other Party’s in-house counsel (or designated outside counsel if such Party does not have in-house counsel at such time) concerning suspected infringement of such PDL Licensed Patent as such Party would provide with respect to suspected infringement of its own issued Patent or an exclusively licensed issued Patent claiming a product it is developing or commercializing independent of this Agreement. Provided that the suspected infringement involves the Third Party’s manufacture, use, offer for sale, sale or import of an Antibody or a product containing an Antibody, BMS shall have the right, but shall not be obligated, to bring an infringement action against such Third Party or to defend such proceedings at its own expense, in its own name and entirely under its own direction and control. PDL shall reasonably assist BMS (at BMS’ expense) in such actions or proceedings if so requested, and shall lend its name to such actions or proceedings if requested by BMS or required by law, and BMS shall hold PDL harmless from any liability incurred by PDL arising out of any such proceedings or actions at BMS’ request. PDL shall have the right to participate and be represented in any such suit by its own counsel at its own expense. No settlement of any such action or defense which restricts the scope, or adversely affects the enforceability, of any such PDL Licensed Patent may be entered into by BMS without the prior consent of PDL (such consent to not be unreasonably withheld, delayed or conditioned).
Enforcement by BMS. If Exelixis elects not to bring any action for infringement or to defend any proceeding described in Section 8.4(c)(iii)(1) and so notifies BMS, then BMS may bring such action or defend such proceeding at its own expense, in its own name and entirely under its own direction and control. Exelixis will reasonably assist BMS [ * ] in any action or proceeding being prosecuted or defended by BMS, if so requested by BMS or required by law, and BMS will [ * ]. Exelixis shall have the right to participate and be represented in any such suit by its own counsel at its own expense. No settlement of any such action or defense which restricts the scope or adversely affects the enforceability of an Other Target Patent may be entered into by BMS without the prior consent of Exelixis, which consent shall not be unreasonably withheld.
Enforcement by BMS. If Exelixis elects not to bring any action for infringement or to defend any proceeding described in Section 8.4(d)(ii)(1) and so notifies BMS, then, subject to the rights of any Third Party licensors of such Patent to Exelixis, BMS may bring such action or defend such proceeding at its own expense, in its own name and entirely under its own direction and control. Exelixis will reasonably assist BMS [ * ] in any action or proceeding being prosecuted or defended by BMS, if so requested by BMS or required by law, and BMS will [ * ]. Exelixis shall have the right to participate and be represented in any such suit by its own counsel at its own expense. No settlement of any such action or defense which restricts the scope or affects the enforceability of an EXEL Joint Patent may be entered into by BMS without the prior consent of Exelixis, which consent shall not be unreasonably withheld.
Enforcement by BMS. In the event that in-house counsel for either Party becomes aware of a suspected infringement of a Patent that claims a Joint Invention but is not a BMS Joint Patent or an EXEL Joint Patent (for purposes of this Section 8.4 only, an "Other Joint Patent"), such Party shall notify the other Party promptly, and following such notification, the Parties shall confer. Each Party shall provide the same level of disclosure to its in-house counsel concerning suspected infringement of an Other Joint Patent as such Party would provide with respect to suspected infringement of its own issued Patent or an exclusively licensed issued Patent claiming a product it is developing or commercializing independent of this Agreement. BMS shall have the right, but shall not be obligated, to prosecute an infringement action or to defend such proceedings at its own expense, in its own name and entirely under its own direction and control. Exelixis will reasonably assist BMS [ * ] in such actions or proceedings if so requested, and will lend its name to such actions or proceedings if requested by BMS or required by law, and BMS will [ * ]. Exelixis shall have the right to participate and be represented in any such suit by its own counsel at its own expense. No settlement of any such action or defense which restricts the scope or affects the enforceability of an Other Joint Patent may be entered into by BMS without the prior consent of Exelixis, which consent shall not be unreasonably withheld.
Enforcement by BMS. If Elixir elects not to settle, defend or bring any action for infringement described in Section 10.4.1 and so notifies BMS, then BMS 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. Elixir shall reasonably assist BMS (at BMS’ expense) in any action or proceeding being defended or prosecuted if so requested, and shall lend its name to such actions or proceedings if requested by BMS or required by applicable Law. Elixir shall have the right to participate and be represented in any such suit by its own counsel at its own expense. No settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of a BMS Patent Right may be entered into by BMS without the prior written consent of Elixir, which consent shall not be unreasonably withheld, delayed or conditioned.
Enforcement by BMS. In the event that management or in-house counsel for either Party becomes aware of a suspected infringement by a Third Party of a Patent that claims a Joint Invention but is not subject to Section 9.4(a) (an “Other Joint Patent”), such Party shall notify the other Party promptly, and following such notification, the Parties shall confer. Each Party shall provide the same level of disclosure to the other Party’s in-house counsel concerning suspected infringement of an Other Joint Patent as such Party would provide with respect to suspected infringement of its own issued Patent or an exclusively licensed issued Patent claiming a product it is developing or commercializing independent of this Agreement. BMS shall have the right, but shall not be obligated, to prosecute an infringement action or to defend such proceedings at its own expense, in its own name and entirely under its own direction and control. PDL shall reasonably assist BMS (at BMS’ expense) in such actions or proceedings if so requested, and shall lend its name to such actions or proceedings if requested by BMS or required by law, and BMS shall hold PDL harmless from any liability incurred by PDL arising out of any such proceedings or actions. PDL shall have the right to participate and be represented in any such suit by its own counsel at its own expense. No settlement of any such action or defense which restricts the scope or affects the enforceability of an Other Joint Patent may be entered into by BMS without the prior consent of PDL (such consent to not be unreasonably withheld, delayed or conditioned).
Enforcement by BMS. If Pharmacopeia elects not to bring any action for infringement described in Section 10.4.1 and so notifies BMS, then BMS may bring such action at its own expense, in its own name and entirely under its own direction and control, subject to the following. Pharmacopeia shall reasonably assist BMS (at BMS’ expense) in any action or proceeding being prosecuted if so requested, and shall lend its name to such actions or proceedings if requested by BMS or required by applicable Laws. Pharmacopeia shall have the right to participate and be represented in any such suit by its own counsel at its own expense. No settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of a BMS Core Patent Right may be entered into by BMS without the prior written consent of Pharmacopeia, which consent shall not be unreasonably withheld, delayed or conditioned.
Enforcement by BMS. In the event that management or in-house counsel for either Party becomes aware of a suspected infringement of a Patent claiming a Joint Invention [ * ], such Party shall notify the other Party promptly, and following such notification, the Parties shall confer. Each Party shall provide the same level of disclosure to its in-house counsel concerning suspected infringement of a BMS Joint Patent as such Party would provide with respect to suspected infringement of its own issued Patent or an exclusively licensed issued Patent claiming a product it is developing or commercializing independent of this Amended and Restated Agreement. BMS shall have the right, but shall not be obligated, to bring an infringement action or to defend such proceedings at its own expense, in its own name and entirely under its own direction and control. Exelixis will reasonably assist BMS [ * ] in such actions or proceedings if so requested, and will lend its name to such actions or proceedings if requested by BMS or required by law, and BMS will [ * ]. Exelixis shall have the right to participate and be represented in any such suit by its own counsel at its own expense. No settlement of any such action or defense which restricts the scope or affects the enforceability of a BMS Joint Patent may be entered into by BMS without the prior consent of Exelixis, which consent shall not be unreasonably withheld.
Enforcement by BMS. In the event that BMS or in-house counsel of Vanda becomes aware of a suspected infringement of any BMS Patent Right, such Party shall notify the other Party promptly, and following such notification, the Parties shall confer. BMS shall have the right, but shall not be obligated, to bring an infringement action at its own expense, in its own name and entirely under its own direction and control. Vanda will reasonably assist BMS (at BMS' expense) in any action or proceeding being prosecuted if so requested, and will lend its name to such actions or proceedings if requested by BMS or required by law, and BMS will indemnify and hold Vanda harmless from any liability incurred by Vanda arising out of any such actions or proceedings. Vanda shall have the right to participate and be represented in any such suit by its own counsel at its own expense. No settlement of any such action or defense which restricts the scope, or adversely affects the enforceability, of a BMS Patent Right may be entered into by BMS without the prior written consent of Vanda, which consent shall not be unreasonably withheld.
Enforcement by BMS. If Pharmacopeia elects not to bring any action for infringement described in Section 10.4.1 and so notifies BMS, or if the Parties agree that BMS should enforce the BMS Patent Rights against an alleged infringer, then BMS may bring such action at its own expense, in its own name and entirely under its own direction and control, subject to the following. Pharmacopeia shall reasonably assist BMS (at BMS’ expense) in any action or proceeding being prosecuted if so requested, and shall lend its name to such actions or proceedings if requested by BMS or required by applicable Laws. Pharmacopeia shall have the right to participate and be represented in any such suit by its own counsel at its own expense. No settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of a BMS Patent Right may be entered into by BMS without the prior written consent of Pharmacopeia, which consent shall not be unreasonably withheld, delayed or conditioned. BMS will have the sole right, in it sole discretion, to enforce the BMS Other Patent Rights.
