Common use of Enforcement by BMS Clause in Contracts

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(c)(iii)(18.4(a)(i) 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 scope, or adversely affects the enforceability enforceability, of an Other Target any such BMS Sole 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 Ambit elects not to bring any action for infringement or to defend any proceeding described in Section 8.4(c)(iii)(1) 10.4.1 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, subject to the following. Exelixis will Ambit shall reasonably assist BMS [ * ] (at BMS’ expense) in any action or proceeding being prosecuted or defended by BMS, if so requested, and shall lend its name to such actions or proceedings if requested by BMS or required by law, and BMS will [ * ]applicable Laws. Exelixis Ambit 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 proceeding which restricts the scope scope, or adversely affects the enforceability enforceability, of an Other Target a BMS Core Patent Right may be entered into by BMS without the prior written consent of ExelixisAmbit, which consent shall 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)(18.4(a)(i) 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 shall reasonably assist BMS [ * ] (at BMS’ expense) 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 scope, or adversely affects the enforceability enforceability, of an Other Target any such BMS Sole Patent may be entered into by BMS without the prior of consent of Exelixis, which Exelixis (such consent shall to not be unreasonably withheld, delayed or conditioned).