Enforcement by Company. In the event that BMS or Company becomes aware of a suspected infringement of any BMS Patent Right in the Field, including actual or alleged infringement under 35 USC §271(e)(2) that is or would be infringing activity involving the using, making, importing, offering for sale or selling of articles that the Party reasonably Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. believes infringes any of the Patent Rights conferred under this Agreement, such Party shall within a reasonable period of time notify the other Party , including all information available to such Party with respect to such alleged infringement, and following such notification, the Parties shall confer. Company shall have the first right, but shall not be obligated, to bring an infringement action for suspected infringement in the Field at its own expense, in its own name and entirely under its own direction and control, subject to the following: (a) BMS shall reasonably assist Company (at Company’s expense) in any action or proceeding being prosecuted for suspected infringement in the Field if so requested, including by being named or joined as a plaintiff to such actions or proceedings if requested by Company or required by Law, (b) BMS shall have the right to participate and be represented in any such suit by its own counsel [***] provided that Company shall continue to direct and control such actions or proceedings, (c) no settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of a BMS Patent Right in the Field may be entered into by Company without the prior written consent of BMS, which consent shall not be unreasonably withheld, delayed or conditioned, and further, no settlement of any such action or proceeding which pertains to the infringement of the BMS Patent Rights by virtue of the Development or Commercialization of a Licensed Compound in the Field by a Third Party that is not a Sublicensee may be entered into by Company without the prior written consent of BMS, which consent shall not be unreasonably withheld, delayed or conditioned.
Enforcement by Company. Licensor shall promptly notify Company in the event it elects not to take action under the terms of Section 7.02. Company shall thereafter have the option to commence any such action against others in the under its own direction and control, and at its cost and expense. Licensor shall reasonably assist Company in such action if so requested, and shall be named a party to such action if requested by Company or required by law. Licensor shall have the right to participate and be represented in any such action, suit or proceeding by its own counsel at its own expense. Licensor shall have no claim of any kind against Company based on or arising out of Company's handling of or decisions concerning any such action, suit, proceeding, settlement, or compromise, and Licensor hereby irrevocably releases Company from any such claim, provided that Company shall not enter into any settlement or compromise of such action, suit or proceeding that affects or concerns the validity, enforceability (except in respect of granting immunity from suit in connection with such settlement or compromise) or ownership of any Licensed Trademarks, Licensed Patents or Other Licensed Property in the Licensor Field or the New Merchandise Field without the prior written consent of Licensor, which consent shall be at Licensor's sole discretion. Company may discontinue such action, suit or proceeding if in its sole discretion it determines that such action, suit or proceeding is not advantageous to Company.
Enforcement by Company. Nothing in any relevant Consenting Beneficiary Agreement shall preclude the Company from taking, commencing or continuing any Proceedings against a Consenting Beneficiary.
Enforcement by Company. The establishment of the Construction Fund shall be for the benefit of the Company, and, except during the continuance of an Event of Default hereunder, the Company may enforce payments therefrom upon compliance with the requisition procedures set forth in this Section.
