Common use of Enforcement by Clause in Contracts

Enforcement by. In the event that management or in-house counsel for either EXEL or BMS becomes aware of a suspected infringement of a Patent that claims a Joint Invention but is not a Joint Product Patent (an “Other Joint Patent”), such Party shall notify such other Party promptly, and following such notification, the Parties shall confer. Each of EXEL and BMS shall provide the same level of disclosure to such other Party’s 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. [*] 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. [*] shall reasonably assist [*] (at [*] expense) in such actions or proceedings if so requested, and [*] shall lend its name to such actions or proceedings if requested by [*] or required by law, and [*] shall hold [*] harmless from any liability incurred by [*] arising out of any such proceedings or actions. [*] have the right to participate and be represented in any such suit by their 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 [*] without the prior consent of [*] (such consent not to be unreasonably withheld, delayed or conditioned).

Enforcement by. In the event that management or in-house counsel for either EXEL or BMS becomes aware of a suspected infringement of a Patent that claims claiming a Joint Invention but that pertains to the composition of matter (including formulation), manufacture or use of one or more Products that is not being developed or commercialized by BMS or its Affiliate or sublicensee using Diligent Efforts and which is exclusively licensed to BMS under Section 7.1(c) (a “Joint Product Patent (an “Other Joint Patent”), such Party shall notify such other Party promptly, and following such notification, the Parties shall confer. Each of EXEL and BMS Party shall provide the same level of disclosure to such other Party’s in-house counsel concerning suspected infringement of an Other a Joint Product 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. [*] 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. [*] shall reasonably assist [*] (at [*] expense) in such actions or proceedings if so requested, and [*] shall lend its name to such actions or proceedings if requested by [*] or required by law, and [*] shall hold [*] harmless from any liability incurred by [*] arising out of any such proceedings or actions. [*] have the right to participate and be represented in any such suit by their 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 Joint Product Patent may be entered into by [*] without the prior consent of [*] (such consent not to be unreasonably withheld, delayed or conditioned).

Enforcement by. In the event that management or in-house counsel for either EXEL or BMS becomes aware of a suspected infringement of a Patent that claims a Joint Invention but is not a Joint Product Patent (an “Other Joint Patent”), such Party shall notify such other Party promptly, and following such notification, the Parties shall confer[*]. Each of EXEL and BMS shall provide the same level of disclosure to such other Party’s 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. If [*] shall have the right, but shall elects not be obligated, to prosecute an bring any action for infringement action or to defend any proceeding described in Section 7.8(b)(ii)(1) and so notifies [*], then [*] may bring such proceedings action or defend such proceeding at its own expense, in its own name and entirely under its own direction and control; provided that [*] must confer with [*] with respect to any such action or proceeding and obtain the prior written consent of [*] to commence such action or proceeding, such consent not to be unreasonably withheld, delayed or conditioned; provided further, that with respect to any Other Joint Patent that is a [*] Patent, if [*] fails to consent to any such action or proceeding, the [*] for any [*] such Other Joint Patent shall in no event [*] by any failure to enforce such Other Joint Patent. [*] shall reasonably assist [*] (at [*] expense) in such actions any action or proceedings proceeding being prosecuted or defended by [*], if so requested, and [*] shall lend its name to such actions or proceedings if requested by [*] or required by law, and [*] shall hold [*] harmless from any liability incurred by [*] arising out of any such proceedings or actions. [*] shall have the right to participate and be represented in any such suit by their 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 [*] without the prior consent of [*] (such consent not to be unreasonably withheld, delayed or conditioned).

Enforcement by. In the event that management or in-house counsel for either EXEL or BMS Party becomes aware of a suspected infringement of a Patent that claims a Joint Invention but is not a Joint Product Patent (an “Other Joint Patent”), such Party shall notify such the other Party promptly, and following such notification, the Parties shall confer. Each of EXEL and BMS Party shall provide the same level of disclosure to such the other Party’s 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. [*[ * ] 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. [*[ * ] shall reasonably assist [*[ * ] (at [*[ * ] expense) in such actions or proceedings if so requested, and [*] shall lend its name to such actions or proceedings if requested by [*[ * ] or required by law, and [*[ * ] shall hold [*[ * ] harmless from any liability incurred by [*[ * ] arising out of any such proceedings or actions. [*[ * ] shall have the right to participate and be represented in any such suit by their 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 [*[ * ] without the prior consent of [*[ * ] (such consent not to be unreasonably withheld, delayed or conditioned).

Enforcement by. In the event that management or in-house counsel for either EXEL or BMS any Party becomes aware of a suspected infringement of a Patent that claims claiming a Joint Invention but that pertains to the composition of matter (including formulation), manufacture or use of one or more Products that is not being developed or commercialized using Diligent Efforts and which is co-exclusively or exclusively licensed to BMS under Section 7.1 (a “Joint Product Patent (an “Other Joint Patent”), such Party shall notify such the other Party Parties promptly, and following such notification, the Parties shall confer. Each of BMS and EXEL and BMS shall provide the same level of disclosure to such the other Party’s in-house counsel concerning suspected infringement of an Other a Joint Product 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. [*] 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. [*] shall reasonably assist [*] (at [*] expense) in such actions or proceedings if so requested, and [*] shall lend its name to such actions or proceedings if requested by [*] or required by law, and [*] shall hold [*] harmless from any liability incurred by [*] arising out of any such proceedings or actions. [*] have the right to participate and be represented in any such suit by their 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 Joint Product Patent may be entered into by [*] without the prior consent of [*] (such consent not to be unreasonably withheld, delayed or conditioned).

Enforcement by. In the event that management or in-house counsel for either EXEL or BMS Party becomes aware of a suspected infringement of a Patent that claims a Joint Invention but is not a Joint Product Patent (an “Other Joint Patent”), such Party shall notify such the other Party promptly, and following such notification, the Parties shall confer. Each of EXEL and BMS Party shall provide the same level of disclosure to such the other Party’s 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. [*[ * ] 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. [*[ * ] shall reasonably assist [*[ * ] (at [*[ * ] expense) in such actions or proceedings if so requested, and [*] shall lend its name to such actions or proceedings if requested by [*[ * ] or required by law, and [*[ * ] shall hold [*[ * ] harmless from any liability incurred by [*[ * ] arising out of any such proceedings or actions. [*[ * ] shall have the right to participate and be represented in any such suit by their 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 [*[ * ] without the prior consent of [*[ * ] (such consent not to be unreasonably withheld, delayed or conditioned). [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Enforcement by. In the event that management or in-house counsel for either EXEL or BMS Party becomes aware of a suspected infringement of a Patent that claims a Joint Invention but is not a Joint Product Patent (an “Other Joint Patent”), such Party shall notify such the other Party promptly, and following such notification, the Parties shall confer. Each of EXEL and BMS Party shall provide the same level of disclosure to such the other Party’s 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. [*[ * ] 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. [*[ * ] shall reasonably assist [*[ * ] (at [*] [ * ]’ expense) in such actions or proceedings if so requested, and [*] shall lend its name to such actions or proceedings if requested by [*[ * ] or required by law, and [*[ * ] shall hold [*[ * ] harmless from any liability incurred by [*[ * ] arising out of any such proceedings or actions. [*[ * ] shall have the right to participate and be represented in any such suit by their 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 [*[ * ] without the prior consent of [*[ * ] (such consent to not to be unreasonably withheld, delayed or conditioned).

Enforcement by. In the event that management or in-house counsel for either EXEL or BMS becomes aware of a suspected infringement of a Patent that claims claiming a Joint Invention but that pertains to the composition of matter (including formulation), manufacture or use of one or more Licensed Compound(s) or Product(s) that is not being Developed or Commercialized by BMS or its Affiliate or sublicensee using Diligent Efforts and (a “Joint Product Patent (an “Other Joint Patent”), such Party shall notify such other Party promptly, and following such notification, the Parties shall confer. Each of EXEL and BMS Party shall provide the same level of disclosure to such other Party’s in-house counsel concerning suspected infringement of an Other a Joint Product 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. [*] 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. [*] shall reasonably assist [*] (at [*] expense) in such actions or proceedings if so requested, and [*] shall lend its name to such actions or proceedings if requested by [*] or required by law, and [*] shall hold [*] harmless from any liability incurred by [*] arising out of any such proceedings or actions. [*] have the right to participate and be represented in any such suit by their 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 Joint Product Patent may be entered into by [*] without the prior consent of [*] (such consent not to be unreasonably withheld, delayed or conditioned).

Enforcement by. [*]. In the event that management or in-house counsel for either EXEL or BMS any Party becomes aware of a suspected infringement of a Patent that claims a Joint Invention but is not a Joint Product Patent (an “Other Joint Patent”), such Party shall notify such the other Party Parties promptly, and following such notification, the Parties shall confer. Each of EXEL and BMS shall provide the same level of disclosure to such the other Party’s 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. [*] 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. [*] shall reasonably assist [*] (at [*] ]’ expense) in such actions or proceedings if so requested, and [*] EPC shall lend its name to such actions or proceedings if requested by [*] or required by law, and [*] shall hold [*] harmless from any liability incurred by [*] arising out of any such proceedings or actions. [*] shall each have the right to participate and be represented in any such suit by their 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 [*] without the prior consent of [*] (such consent to not to be unreasonably withheld, delayed or conditioned).

Enforcement by. In the event that management or in-house counsel for either EXEL or BMS Party becomes aware of a suspected infringement of a Patent that claims claiming a Joint Invention but that pertains to the composition of matter (including formulation), manufacture or use of one or more Products that is not being developed or commercialized using Diligent Efforts and which is co-exclusively or exclusively licensed to BMS under Section 8.1 (a “Joint Product Patent (an “Other Joint Patent”), such Party shall notify such the other Party promptly, and following such notification, the Parties shall confer. Each of EXEL and BMS Party shall provide the same level of disclosure to such the other Party’s in-house counsel concerning suspected infringement of an Other a Joint Product 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. [*[ * ] 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. [*[ * ] shall reasonably assist [*[ * ] (at [*] [ * ]’ expense) in such actions or proceedings if so requested, and [*] shall lend its name to such actions or proceedings if requested by [*[ * ] or required by law, and [*[ * ] shall hold [*[ * ] harmless from any liability incurred by [*[ * ] arising out of any such proceedings or actions. [*[ * ] shall have the right to participate and be represented in any such suit by their 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 Joint Product Patent may be entered into by [*[ * ] without the prior consent of [*[ * ] (such consent to not to be unreasonably withheld, delayed or conditioned).

Enforcement by. In the event that management or in-house counsel for either EXEL or BMS Party becomes aware of a suspected infringement of a Patent that claims claiming a Joint Invention but that pertains to the composition of matter (including formulation), manufacture or use of one or more Products that is not being developed or commercialized using Diligent Efforts and which is co-exclusively or exclusively licensed to BMS under Section 7.1 (a “Joint Product Patent (an “Other Joint Patent”), such Party shall notify such the other Party promptly, and following such notification, the Parties shall confer. Each of EXEL and BMS Party shall provide the same level of disclosure to such the other Party’s in-house counsel concerning suspected infringement of an Other a Joint Product 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. [*[ * ] 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. [*[ * ] shall reasonably assist [*[ * ] (at [*[ * ] expense) in such actions or proceedings if so requested, and [*] shall lend its name to such actions or proceedings if requested by [*[ * ] or required by law, and [*[ * ] shall hold [*[ * ] harmless from any liability incurred by [*[ * ] arising out of any such proceedings or actions. [*[ * ] shall have the right to participate and be represented in any such suit by their 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 Joint Product Patent may be entered into by [*[ * ] without the prior consent of [*[ * ] (such consent not to be unreasonably withheld, delayed or conditioned).

Enforcement by. [*]. In the event that management or in-house counsel for either EXEL or BMS any Party becomes aware of a suspected infringement of a Patent that claims a Joint Invention but is not a Joint Product Patent (an “Other Joint Patent”), such Party shall notify such the other Party Parties promptly, and following such notification, the Parties shall confer. Each of BMS and EXEL and BMS shall provide the same level of disclosure to such the other Party’s 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. [*] 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. [*] shall reasonably assist [*] (at [*] expense) in such actions or proceedings if so requested, and [*] shall lend its name to such actions or proceedings if requested by [*] or required by law, and [*] shall hold [*] harmless from any liability incurred by [*] arising out of any such proceedings or actions. [*] have the right to participate and be represented in any such suit by their 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 [*] without the prior consent of [*] (such consent not to be unreasonably withheld, delayed or conditioned).

Enforcement by. In the event that management or in-house counsel for either EXEL or BMS any Party becomes aware of a suspected infringement of a Patent that claims claiming a Joint Invention but that pertains to the composition of matter (including formulation), manufacture or use of one or more Products that is not being developed or commercialized using Diligent Efforts and which is co-exclusively or exclusively licensed to [*] under Section 8.1 (a “Joint Product Patent (an “Other Joint Patent”), such Party shall notify such the other Party Parties promptly, and following such notification, the Parties shall confer. Each of EXEL and BMS shall provide the same level of disclosure to such the other Party’s in-house counsel concerning suspected infringement of an Other a Joint Product 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. [*] 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. [*] shall reasonably assist [*] (at [*] ]’ expense) in such actions or proceedings if so requested, and [*] EPC shall lend its name to such actions or proceedings if requested by [*] or required by law, and [*] shall hold [*] harmless from any liability incurred by [*] EXEL and/or EPC arising out of any such proceedings or actions. [*] shall each have the right to participate and be represented in any such suit by their 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 Joint Product Patent may be entered into by [*] without the prior consent of [*] (such consent to not to be unreasonably withheld, delayed or conditioned).

Enforcement by. In the event that management or in-house counsel for either EXEL or BMS Party becomes aware of a suspected infringement of a Patent that claims claiming a Joint Invention but that pertains to the composition of matter (including formulation), manufacture or use of one or more Products that is not being developed or commercialized by BMS or its Affiliate or sublicensee using Diligent Efforts and which is exclusively licensed to BMS under Section 7.1(c) (a “Joint Product Patent (an “Other Joint Patent”), such Party shall notify such the other Party promptly, and following such notification, the Parties shall confer. Each of EXEL and BMS Party shall provide the same level of disclosure to such the other Party’s in-house counsel concerning suspected infringement of an Other a Joint Product 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. [*[ * ] 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. [*[ * ] shall reasonably assist [*[ * ] (at [*[ * ] expense) in such actions or proceedings if so requested, and [*] shall lend its name to such actions or proceedings if requested by [*[ * ] or required by law, and [*[ * ] shall hold [*[ * ] harmless from any liability incurred by [*[ * ] arising out of any such proceedings or actions. [*[ * ] shall have the right to participate and be represented in any such suit by their 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 Joint Product Patent may be entered into by [*[ * ] without the prior consent of [*[ * ] (such consent not to be unreasonably withheld, delayed or conditioned).