Common use of Enforcement by PDL Clause in Contracts

Enforcement by PDL. If BMS elects not to bring any action for infringement or to defend any proceeding described in Section 9.4(a)(i) and so notifies PDL, or where PDL (or any other party other than BMS who is licensed under such PDL Licensed Patent) otherwise desires to bring an action or to defend any proceeding directly involving a PDL Licensed Patent, then PDL 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 shall reasonably assist PDL (at PDL’s expense) in any action or proceeding being prosecuted or defended by PDL, if so requested by PDL or required by law, and PDL shall hold BMS harmless from any liability incurred by BMS arising out of any such proceedings or actions. 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 such PDL Licensed Patent with respect to Licensed Antibodies or Products may be entered into by PDL without the prior consent of BMS (such consent to not be unreasonably withheld, delayed or conditioned).

Enforcement by PDL. If BMS elects not to bring any action for infringement or to defend any proceeding described in Section 9.4(a)(i9.4(b)(i) and so notifies PDL, PDL in writing or where PDL (or any other party other than BMS who is licensed under such PDL Licensed Patent) otherwise desires fails to bring such an action or within [****]* after the initial notice of suspected infringement pursuant to defend any proceeding directly involving a PDL Licensed PatentSection 9.4(b)(i), then PDL 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 shall reasonably assist PDL (at PDL’s expense) in any action or proceeding being prosecuted or defended by PDL, if so requested by PDL or required by law, and PDL shall hold BMS harmless from any liability incurred by BMS arising out of any such proceedings or actions. 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 such PDL Licensed an Other Joint Patent with respect to Licensed Antibodies or Products may be entered into by PDL without the prior consent of BMS (such consent to not be unreasonably withheld, delayed or * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. conditioned).