Common use of Enforcement by Exelixis Clause in Contracts

Enforcement by Exelixis. If BMS elects not to bring any action for infringement or to defend any proceeding described in Section 8.4(c)(i)(1) and so notifies Exelixis, or if such suspected infringement of a BMS Target Patent does not involve a Third Party developing, using, making or selling a small molecule oncology product against such BMS Selected Target, then Exelixis may bring such action or defend such proceeding at its own expense, in its own name and entirely under its own direction and control. BMS will reasonably assist Exelixis [ * ] in any action or proceeding being prosecuted or defended by Exelixis, if so 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, with respect to small molecules, of a BMS Target Patent may be entered into by Exelixis without the prior consent of BMS, which consent shall not be unreasonably withheld. This Section 8.4(c)(i)(2) shall not apply to any BMS Target Patent that does not have any claim that pertains to the areas in which Exelixis has rights pursuant to Section 5.3.

Enforcement by Exelixis. If BMS elects not to bring any action for infringement or to defend any proceeding described in Section 8.4(c)(i)(18.4(b)(i) and so notifies Exelixis, or if such suspected infringement of a BMS Target an Exelixis Sole Patent does not involve a Third Party developing, using, making or selling a small molecule oncology product against such BMS Selected TargetTarget then, then Exelixis may bring such action or defend such proceeding at its own expense, in its own name and entirely under its own direction and control. BMS will reasonably assist Exelixis [ * ] in any action or proceeding being prosecuted or defended by Exelixis, if so 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, with respect to small molecules, of a BMS Target an Exelixis Sole Patent may be entered into by Exelixis without the prior consent of BMS, which consent shall not be unreasonably withheld. This Section 8.4(c)(i)(2) shall not apply to any BMS Target Patent that does not have any claim that pertains to the areas in which Exelixis has rights pursuant to Section 5.3.