Common use of Enforcement by BMS Clause in Contracts

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. In the event that management or in-house counsel for either Party becomes aware of a suspected infringement of a Patent that claims claiming 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 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 Agreement. BMS shall have the right, but shall not be obligated, to prosecute 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 an Other 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 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 Amended and Restated 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. In the event that in-house counsel for of either Party becomes aware of a suspected infringement of a Patent that claims claiming a Joint Target 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 a BMS Target 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. Where such suspected infringement involves such Third Party's development, manufacture, use or sale of a small molecule oncology product against such BMS Selected Target, BMS shall have the right, but shall not be obligated, to prosecute 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. 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 scope, or adversely affects the enforceability enforceability, of an Other Joint a BMS Target Patent may be entered into by BMS without the prior consent of Exelixis, which consent shall not be unreasonably withheld.