Common use of Enforcement by Exelixis Clause in Contracts

Enforcement by Exelixis. In the event that in-house counsel for either Party becomes aware of a suspected infringement of any Patent claiming a Sole Invention of BMS [ * ], 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 Sole 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. Subject to the rights of any Third Party licensees of such Patent, Exelixis 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. BMS will reasonably assist Exelixis [ * ] in such actions or proceedings if so requested, and will lend its name to such actions or proceedings if requested by Exelixis or required by law, and [ * ]. BMS 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 Sole Patent may be entered into by Exelixis without the prior consent of BMS, which consent shall not be unreasonably withheld.

Appears in 1 contract

Samples: Cancer Collaboration Agreement (Exelixis Inc)

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Enforcement by Exelixis. In the event that in-house counsel for of either Party becomes aware of a suspected infringement of any a Patent claiming a Sole Target Invention of BMS [ * ], ] 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 EXEL Sole 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. Subject to the rights of any Third Party licensees of such Patent, Exelixis 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. BMS will reasonably assist Exelixis [ * ] in such actions or proceedings if so requested, and will lend its name to such actions or proceedings if requested by Exelixis or required by law, and Exelixis will [ * ]. BMS 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 Sole an EXEL Target Patent may be entered into by Exelixis without the prior consent of BMS, which consent shall not be unreasonably withheld.

Appears in 1 contract

Samples: Cancer Collaboration Agreement (Exelixis Inc)

Enforcement by Exelixis. In the event that in-house counsel for of either Party becomes aware of a suspected infringement of any a Patent claiming a Sole Target Invention of BMS [ * ], 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 EXEL Sole 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. Subject to the rights of any Third Party licensees of such Patent, Exelixis 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. BMS will reasonably assist Exelixis [ * ] in such actions or proceedings if so requested, and will lend its name to such actions or proceedings if requested by Exelixis or required by law, and Exelixis will [ * ]. BMS 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 Sole an EXEL Target Patent may be entered into by Exelixis without the prior consent of BMS, which consent shall not be unreasonably withheld.

Appears in 1 contract

Samples: Cancer Collaboration Agreement (Exelixis Inc)

Enforcement by Exelixis. In the event that in-house counsel for either Party becomes aware of a suspected infringement of any Patent claiming a Sole Invention of BMS [ * ], ] 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 Sole 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. Subject to the rights of any Third Party licensees of such Patent, Exelixis 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. BMS will reasonably assist Exelixis [ * ] in such actions or proceedings if so requested, and will lend its name to such actions or proceedings if requested by Exelixis or required by law, and [ * ]. BMS 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 Sole Patent may be entered into by Exelixis without the prior consent of BMS, which consent shall not be unreasonably withheld.

Appears in 1 contract

Samples: Cancer Collaboration Agreement (Exelixis Inc)

Enforcement by Exelixis. In the event that management or in-house counsel for either Party becomes aware of a suspected infringement of any a Patent claiming a Sole Joint Invention of BMS [ * ], ] 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 Sole an EXEL 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. Subject to the rights of any Third Party licensees of such Patent, Exelixis 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. BMS will reasonably assist Exelixis [ * ] in such actions or proceedings if so requested, and will lend its name to such actions or proceedings if requested by Exelixis or required by law, and Exelixis will [ * ]. BMS 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 a BMS Sole an EXEL Joint Patent may be entered into by Exelixis without the prior consent of BMS, which consent shall not be unreasonably withheld.

Appears in 1 contract

Samples: Cancer Collaboration Agreement (Exelixis Inc)

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Enforcement by Exelixis. In the event that management or in-house counsel for either Party becomes aware of a suspected infringement of any a Patent claiming a Sole Joint Invention that pertains to the composition of BMS [ * ]matter, manufacture or use of a Reverted Compound and which is exclusively licensed to Exelixis under Section 10.4 (for purposes of this Section 8.4(c) only, a “Reverted Compound 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 a BMS Sole Reverted Compound 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. Subject to the rights of any Third Party licensees of such Patent, Exelixis 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; provided that [ * ]. BMS will shall reasonably assist Exelixis [ * ] (at Exelixis’ expense) in such actions or proceedings if so requested, and will shall lend its name to such actions or proceedings if requested by Exelixis or required by law, and [ * ]. BMS 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 a BMS Sole Reverted Compound Patent may be entered into by Exelixis without the prior consent of BMS, which BMS (such consent shall to not be unreasonably withheld, delayed or conditioned).

Appears in 1 contract

Samples: Collaboration Agreement (Exelixis Inc)

Enforcement by Exelixis. In the event that management or in-house counsel for either Party becomes aware of a suspected infringement of any a Patent claiming a Sole Joint Invention of BMS [ * ], 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 Sole an EXEL 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. Subject to the rights of any Third Party licensees of such Patent, Exelixis 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. BMS will reasonably assist Exelixis [ * ] in such actions or proceedings if so requested, and will lend its name to such actions or proceedings if requested by Exelixis or required by law, and Exelixis will [ * ]. BMS 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 a BMS Sole an EXEL Joint Patent may be entered into by Exelixis without the prior consent of BMS, which consent shall not be unreasonably withheld.

Appears in 1 contract

Samples: Cancer Collaboration Agreement (Exelixis Inc)

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