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(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. If Exelixis elects not to bring any action for infringement or to defend any proceeding described in Section 8.4(d)(ii)(18.4(c)(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 scope, or adversely affects the enforceability of of, an EXEL Joint Target Patent may be entered into by BMS without the prior consent of Exelixis, which consent shall not be unreasonably withheld. This Section 8.4(c)(ii)(2) shall not apply to any EXEL Target Patent that does not have any claim that pertains to the areas in which BMS has rights pursuant to Section 5.1.

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 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 or affects the enforceability of an EXEL Joint a Reverted Compound Patent may be entered into by BMS without the prior consent of Exelixis, which Exelixis (such consent shall to not be unreasonably withheld, delayed or conditioned).