Common use of Enforcement by Clause in Contracts

Enforcement by. [ * ]. If [ * ] elects not to bring any action for infringement or to defend any proceeding described in Section 10.4(b)(ii)(1) and so notifies [ * ], then [ * ] may bring such 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 Listable Patent, if [ * ] fails to consent to any such action or proceeding, the Royalty Term for any Product that is claimed in such Other Joint Patent shall in no event be diminished by any failure to enforce such Other Joint Patent. [ * ] shall reasonably assist [ * ] (at [ * ]’ expense) in any action or [ * ] = 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. proceeding being prosecuted or defended by [ * ], if so 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 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 be unreasonably withheld, delayed or conditioned).

Enforcement by. [ * ]. If [ * [*] elects not to bring any action for infringement or to defend any proceeding described in Section 10.4(b)(ii)(110.4(b)(i)(1) and so notifies [ * [*], then [ * ] may bring such 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 Listable Patent, if [ * ] fails to consent to any such action or proceeding, the Royalty Term for any other enforcement by [*] of a Joint Product that Patent which is claimed in such Other Joint Patent shall in no event be diminished by any failure to enforce such Other Joint Patent. [ * ] shall reasonably assist [ * ] (at [ * ]’ expense) in any action co-exclusively or [ * [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. exclusively licensed to [*] under Section 8.1, then [*] may bring such action or defend such proceeding at its own expense, in Exelixis’ 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 Joint Product Patent that is a Listable Patent, if [*] fails to consent to any such action or proceeding, the Royalty Term for any Product that is claimed in such Joint Product Patent shall in no event be diminished by any failure to enforce such Joint Product Patent. [*] shall reasonably assist [*] (at [*] expense) in any action or proceeding being prosecuted or defended by [ * [*], if so 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 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 be unreasonably withheld, delayed or conditioned).

Enforcement by. [ * [*]. If [ * [*] elects not to bring any action for infringement or to defend any proceeding described in Section 10.4(b)(ii)(17.8(b)(i)(1) and so notifies [ * [*], or for any other enforcement by [*] of a Joint Product Patent which is exclusively licensed to BMS under Section 7.1(c), then [ * [*] may bring such 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 Product Patent that is a Listable [*] Patent, if [ * [*] fails to consent to any such action or proceeding, the Royalty Term [*] for any [*] such Joint Product that is claimed in such Other Joint Patent shall in no event be diminished [*] by any failure to enforce such Other Joint Product Patent. [ * [*] shall reasonably assist [ * [*] (at [ * ]’ [*] expense) in any action or [ * ] = 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. proceeding being prosecuted or defended by [ * [*], if so 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 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 not 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. [ * [*]. If [ * [*] elects not to bring any action for infringement or to defend any proceeding described in Section 10.4(b)(ii)(17.8(b)(i)(1) and so notifies [ * [*], or for any other enforcement by [*] of a Joint Product Patent which is exclusively licensed to BMS under Section 7.1(c), then [ * [*] may bring such 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 Product Patent that is a Listable [*] Patent, if [ * [*] fails to consent to any such action or proceeding, the Royalty Term [*] for any [*] such Joint Product that is claimed in such Other Joint Patent shall in no event be diminished [*] by any failure to enforce such Other Joint Product Patent. [ * [*] shall reasonably assist [ * [*] (at [ * ]’ [*] expense) in any action or [ * ] = 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. proceeding being prosecuted or defended by [ * [*], if so 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 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 30 [*] = 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. a Joint Product Patent may be entered into by [ * [*] without the prior consent of [ * [*] (such consent not to not be unreasonably withheld, delayed or conditioned).

Enforcement by. [ * ]. If [ * ] elects not to bring any action for infringement or to defend any proceeding described in Section 10.4(b)(ii)(16.8(a)(i) and so notifies [ * ], or where [ * ] otherwise desires to bring an action or to defend any proceeding directly involving an Exelixis Sole Patent, then [ * ] may bring such 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 Exelixis Sole Patent that is a Listable Patent [ * ] the [ * ] (or foreign equivalent(s) of such Patent or the [ * ]) by [ * ] (a “[ * ] Patent”), if [ * ] fails to consent to any such action or proceeding, the Royalty Term [ * ] for any Product that is claimed in [ * ] such Other Joint Exelixis Sole Patent shall in no event be diminished [ * ] by any failure to enforce such Other Joint Exelixis Sole Patent. [ * ] shall reasonably assist [ * ] (at [ * ]’ ] expense) in any action or [ * ] = 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. proceeding being prosecuted or defended by [ * ]s, if so 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 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 an Other Joint Patent a [ * ]Patent, may be entered into by [ * ] without the prior consent of [ * ] (such consent not to not be unreasonably withheld, delayed or conditioned).

Enforcement by. [ * [*]. If [ * [*] elects not to bring any action for infringement or to defend any proceeding described in Section 10.4(b)(ii)(16.8(b)(i)(1) and so notifies [ * [*], or for any other enforcement by [*] of a Joint Product Patent which is exclusively licensed to BMS under Section 6.1, then [ * [*] may bring such 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 Product Patent that is a Listable [*] Patent, if [ * [*] fails to consent to any such action or proceeding, the Royalty Term [*] for any [*] such Joint Product that is claimed in such Other Joint Patent shall in no event be diminished [*] by any failure to enforce such Other Joint Product Patent. [ * [*] shall reasonably assist [ * [*] (at [ * ]’ [*] expense) in any action or [ * ] = 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. proceeding being prosecuted or defended by [ * [*], if so 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 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 not 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. [ * [*]. If [ * [*] elects not to bring any action for infringement or to defend any proceeding described in Section 10.4(b)(ii)(110.4(a)(i) and so notifies [ * [*], then [ * ] may bring such 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 Listable Patent, if [ * ] fails to consent to any such action or proceeding, the Royalty Term for any Product that is claimed in such Other Joint Patent shall in no event be diminished by any failure to enforce such Other Joint Patent. [ * ] shall reasonably assist [ * where [*] (at [ * ]’ expenseor any other party other than [*] who is licensed under such [*] Sole Patent) in any action or [ * otherwise [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. desires to bring an action or to defend any proceeding directly involving an [*] Sole Patent, then [*] may bring such action or defend such proceeding at its own expense, in Exelixis’ 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 [*] Sole Patent that is a Patent listed or listable in the FDA’s Orange Book (or foreign equivalent(s) of such Patent or the FDA’s Orange Book) by [*] (a “Listable Patent”), if [*] fails to consent to any such action or proceeding, the Royalty Term for any Product that is claimed in such [*] Sole Patent shall in no event be diminished by any failure to enforce such [*] Sole Patent. [*] shall reasonably assist [*] (at [*] expense) in any action or proceeding being prosecuted or defended by [ * [*], if so 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 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 an Other Joint a Listed Patent with respect to small molecules, may be entered into by [ * [*] without the prior consent of [ * [*] (such consent to not be unreasonably withheld, delayed or conditioned).

Enforcement by. [ * [*]. If [ * [*] elects not to bring any action for infringement or to defend any proceeding described in Section 10.4(b)(ii)(16.8(a)(i) and so notifies [ * [*], or where [*] otherwise desires to bring an action or to defend any proceeding directly involving an Exelixis Sole Patent, then [ * [*] may bring such 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 Exelixis Sole Patent that is a Listable Patent [*] the [*] (or foreign equivalent(s) of such Patent or the [*]) by [*] (a “[*] Patent”), if [ * [*] fails to consent to any such action or proceeding, the Royalty Term [*] for any Product that is claimed in [*] such Other Joint Exelixis Sole Patent shall in no event be diminished [*] by any failure to enforce such Other Joint Exelixis Sole Patent. [ * [*] shall reasonably assist [ * [*] (at [ * ]’ [*] expense) in any action or [ * ] = 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. proceeding being prosecuted or defended by [ * [*], if so 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 its own counsel at its own expense. No settlement of any such action or defense which restricts the scope [*] = 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. scope, or adversely affects the enforceability enforceability, of an Other Joint Patent a [*] Patent, may be entered into by [ * [*] without the prior consent of [ * [*] (such consent not to not be unreasonably withheld, delayed or conditioned).

Enforcement by. [ * ]In the event that management or in-house counsel for any Party becomes aware of a suspected infringement of a Patent claiming a Joint Invention that pertains to the composition of matter (including formulation), manufacture or use of one or more Products that is 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”), such Party shall notify the other Parties promptly, and following such notification, the Parties shall confer. If [ * ] elects not Each of BMS and EXEL shall provide the same level of disclosure to bring any action for the other Party’s in-house counsel concerning suspected infringement or to defend any proceeding described in Section 10.4(b)(ii)(1) and so notifies [ * ], then [ * ] may bring of a Joint Product Patent as such 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 [ * ] Party would provide with respect to any such action suspected infringement of its own issued Patent 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 Listable Patent, if [ * ] fails to consent to any such action or proceeding, the Royalty Term for any Product that is claimed in such Other Joint Patent shall in no event be diminished by any failure to enforce such Other Joint Patent. [ * ] shall reasonably assist [ * ] (at [ * ]’ expense) in any action or [ * an exclusively licensed [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. proceeding being prosecuted issued Patent claiming a product it is developing or defended by [ * ]commercializing independent of this Agreement. [*] 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. [*] 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 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 not be unreasonably withheld, delayed or conditioned).

Enforcement by. [ * [*]. If [ * [*] elects not to bring any action for infringement or to defend any proceeding described in Section 10.4(b)(ii)(17.8(a)(i) and so notifies [ * [*], or where [*] ([*] such Exelixis Sole Patent) otherwise desires to bring an action or to defend any proceeding directly involving an Exelixis Sole Patent, then [ * [*] may bring such 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 Exelixis Sole Patent that is a Listable Patent [*] the [*] (or foreign equivalent(s) of such Patent or the [*]) by [*] (a “[*] Patent”), if [ * [*] fails to consent to any such action or proceeding, the Royalty Term [*] for any Product that is claimed in [*] such Other Joint Exelixis Sole Patent shall in no event be diminished [*] by any failure to enforce such Other Joint Exelixis Sole Patent. [ * [*] shall reasonably assist [ * [*] (at [ * ]’ [*] expense) in any action or [ * ] = 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. proceeding being prosecuted or defended by [ * [*], if so 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 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 an Other Joint Patent a [*] [*] = 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. Patent, may be entered into by [ * [*] without the prior consent of [ * [*] (such consent not to not be unreasonably withheld, delayed or conditioned).

Enforcement by. [ * [*]. If [ * [*] elects not to bring any action for infringement or to defend any proceeding described in Section 10.4(b)(ii)(17.8(a)(i) and so notifies [ * [*], or where [*] ([*] such Exelixis Sole Patent) otherwise desires to bring an action or to defend any proceeding directly involving an Exelixis Sole Patent, then [ * [*] may bring such 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 Exelixis Sole Patent that is a Listable Patent [*] the [*] (or foreign equivalent(s) of such Patent or the [*]) by [*] (a “[*] Patent”), if [ * [*] fails to consent to any such action or proceeding, the Royalty Term [*] for any Product that is claimed in [*] such Other Joint Exelixis Sole Patent shall in no event be diminished [*] by any failure to enforce such Other Joint Exelixis Sole Patent. [ * [*] shall reasonably assist [ * [*] (at [ * ]’ [*] expense) in any action or [ * proceeding being prosecuted or defended by [*], if so 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 its own counsel at its 29 [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. proceeding being prosecuted or defended by [ * ], if so 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 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 an Other Joint Patent a [*] Patent, may be entered into by [ * [*] without the prior consent of [ * [*] (such consent not to not be unreasonably withheld, delayed or conditioned).

Enforcement by. [ * ]. If [ * ] elects not to bring any action for infringement or to defend any proceeding described in Section 10.4(b)(ii)(110.4(b)(i)(1) and so notifies [ * ], or for any other enforcement by [ * ] of a Joint Product Patent which is co-exclusively or exclusively licensed to [ * ] under Section 8.1, then [ * ] may bring such action or defend such [ * ] = 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. 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 Product Patent that is a Listable Patent, if [ * ] fails to consent to any such action or proceeding, the Royalty Term for any Product that is claimed in such Other Joint Product Patent shall in no event be diminished by any failure to enforce such Other Joint Product Patent. [ * ] shall reasonably assist [ * ] (at [ * ]’ expense) in any action or [ * ] = 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. proceeding being prosecuted or defended by [ * ], if so 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 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 be unreasonably withheld, delayed or conditioned).

Enforcement by. [ * ]. If [ * ] elects not to bring any action for infringement or to defend any proceeding described in Section 10.4(b)(ii)(110.4(a)(i) and so notifies [ * ], or where [ * ] (or any other party other than [ * ] who is licensed under such [ * ] Sole Patent) otherwise desires to bring an action or to defend any proceeding directly involving an [ * ] Sole [ * ] = 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. Patent, then [ * ] may bring such 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 [ * ] Sole Patent that is a Patent listed or listable in the FDA’s Orange Book (or foreign equivalent(s) of such Patent or the FDA’s Orange Book) by [ * ] (a “Listable Patent”), if [ * ] fails to consent to any such action or proceeding, the Royalty Term for any Product that is claimed in such Other Joint [ * ] Sole Patent shall in no event be diminished by any failure to enforce such Other Joint [ * ] Sole Patent. [ * ] shall reasonably assist [ * ] (at [ * ]’ expense) in any action or [ * ] = 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. proceeding being prosecuted or defended by [ * ], if so 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 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 an Other Joint a Listed Patent with respect to small molecules, may be entered into by [ * ] without the prior consent of [ * ] (such consent to not be unreasonably withheld, delayed or conditioned).

Enforcement by. [ * [*]. If [ * [*] elects not to bring any action for infringement or to defend any proceeding described in Section 10.4(b)(ii)(17.9(a)(i) and so notifies [ * [*], or where [*] (or any other party other than [*] who is licensed under such [*] Sole Patent) otherwise desires to bring an action or to defend any proceeding directly involving an [*] Sole Patent, then [ * [*] may bring such 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 [*] Sole Patent that is a Patent listed or listable in the FDA’s Orange Book (or foreign equivalent(s) of such Patent or the FDA’s Orange Book) by [*] (a “Listable Patent”), if [ * [*] fails to consent to any such action or proceeding, the Royalty Term for any Product that is claimed in such Other Joint [*] Sole Patent shall in no event be diminished by any failure to enforce such Other Joint [*] Sole Patent. [ * [*] shall reasonably assist [ * [*] (at [ * ]’ [*] expense) in any action or [ * ] = 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. proceeding being prosecuted or defended by [ * [*], if so 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 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 an Other Joint Patent a Listable Patent, may be entered into by [ * [*] without the prior consent of [ * [*] (such consent not to not be unreasonably withheld, delayed or conditioned).

Enforcement by. [ * ]. If [ * ] elects not to bring any action for infringement or to defend any proceeding described in Section 10.4(b)(ii)(16.8(b)(i)(1) and so notifies [ * ], or for any other enforcement by [ * ] of a Joint Product Patent which is exclusively licensed to BMS under Section 6.1, then [ * ] may bring such 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 Product Patent that is a Listable [ * ] Patent, if [ * ] fails to consent to any such action or proceeding, the Royalty Term [ * ] for any [ * ] such Joint Product that is claimed in such Other Joint Patent shall in no event be diminished [ * ] by any failure to enforce such Other Joint Product Patent. [ * ] shall reasonably assist [ * ] (at [ * ]’ ] expense) in any action or [ * ] = 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. proceeding being prosecuted or defended by [ * ], if so 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 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 not be unreasonably withheld, delayed or conditioned).

Enforcement by. [ * ]. If [ * ] elects not to bring any action for infringement or to defend any proceeding described in Section 10.4(b)(ii)(17.8(b)(i)(1) and so notifies [ * ]s, or for any other enforcement by [ * ] of a Joint Product Patent which is exclusively licensed to BMS under Section 7.1(c), then [ * ] may bring such 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 Product Patent that is a Listable [ * ] Patent, if [ * ] fails to consent to any such action or proceeding, the Royalty Term for any Product that is claimed in such Other Joint Patent shall in no event be diminished by any failure to enforce such Other Joint Patent. [ * ] shall reasonably assist [ * ] (at [ * ]’ expense) in any action or [ * ] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. * ] fails to consent to any such action or proceeding, the [ * ] for any [ * ] such Joint Product Patent shall in no event [ * ] by any failure to enforce such Joint Product Patent. [ * ] shall reasonably assist [ * ] (at [ * ] expense) in any action or proceeding being prosecuted or defended by [ * ], if so 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 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 not be unreasonably withheld, delayed or conditioned).

Enforcement by. [ * ]. If [ * ] elects not to bring any action for infringement or to defend any proceeding described in Section 10.4(b)(ii)(17.9(a)(i) and so notifies [ * ], or where [ * ] (or any other party other than [ * ] who is licensed under such [ * ] Sole Patent) otherwise desires to bring an action or to defend any proceeding directly involving an [ * ] Sole Patent, then [ * ] may bring such 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 [ * ] Sole Patent that is a Patent listed or listable in the FDA’s Orange Book (or foreign equivalent(s) of such Patent or the FDA’s Orange Book) by [ * ] (a “Listable Patent”), if [ * ] fails to consent to any such action or proceeding, the Royalty Term for any Product that is claimed in such Other Joint [ * ] Sole Patent shall in no event be diminished by any failure to enforce such Other Joint [ * ] Sole Patent. [ * ] shall reasonably assist [ * ] (at [ * ]’ ] expense) in any action or [ * ] = 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. proceeding being prosecuted or defended by [ * ], if so 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 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 an Other Joint Patent a Listable Patent, may be entered into by [ * ] without the prior consent of [ * ] (such consent not to not 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. [ * ]. If [ * ] elects not to bring any action for infringement or to defend any proceeding described in Section 10.4(b)(ii)(17.9(b)(i)(1) and so notifies [ * ], or for any other enforcement by [ * ] of a Joint Product Patent which is co-exclusively or exclusively licensed to [ * ] under Section 7.1, then [ * ] may bring such 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 Product Patent that is a Listable Patent, if [ * ] fails to consent to any such action or proceeding, the Royalty Term for any Product that is claimed in such Other Joint Product Patent shall in no event be diminished by any failure to enforce such Other Joint Product Patent. [ * ] shall reasonably assist [ * ] (at [ * ]’ ] expense) in any action or [ * ] = 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. proceeding being prosecuted or defended by [ * ], if so 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 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 not 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 Party becomes aware of a suspected infringement of a Patent claiming a Joint Invention that pertains to the composition of matter (including formulation), manufacture or use of one or more Licensed Compound(s) or Product(s) that is being Developed or Commercialized by BMS or its Affiliate or sublicensee using Diligent Efforts and (a “Joint Product Patent”), such Party shall notify the other Party promptly, and following such notification, the Parties shall confer. If [ * ] elects not Each Party shall provide the same level of disclosure to bring any action for the other Party’s in-house counsel concerning suspected infringement or to defend any proceeding described in Section 10.4(b)(ii)(1) and so notifies [ * ], then [ * ] may bring of a Joint Product Patent as such 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 [ * ] Party would provide with respect to any such action suspected infringement of its own issued Patent or proceeding and obtain the prior written consent an exclusively licensed issued Patent claiming a product it is developing or commercializing independent 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 Listable Patent, if [ * ] fails to consent to any such action or proceeding, the Royalty Term for any Product that is claimed in such Other Joint Patent shall in no event be diminished by any failure to enforce such Other Joint Patentthis Agreement. [ * ] shall reasonably assist [ * ] (at [ * ]’ expense) in any have the right, but shall not be obligated, to bring an infringement action or [ * ] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. proceeding being prosecuted or defended by 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 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 not be unreasonably withheld, delayed or conditioned).

Enforcement by. [ * ]. If [ * ] elects not to bring any action for infringement or to defend any proceeding described in Section 10.4(b)(ii)(17.8(a)(i) and so notifies [ * ]s, or where [ * ] ([ * ] such Exelixis Sole Patent) otherwise desires to bring an action or to defend any proceeding directly involving an Exelixis Sole Patent, then [ * ] may bring such action or defend such proceeding at its own expense, in its own name and entirely under its own direction and [ * ] = 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. 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 Exelixis Sole Patent that is a Listable Patent [ * ] the [ * ] (or foreign equivalent(s) of such Patent or the [ * ]) by [ * ] (a “[ * ] Patent”), if [ * ] fails to consent to any such action or proceeding, the Royalty Term [ * ] for any Product that is claimed in [ * ] such Other Joint Exelixis Sole Patent shall in no event be diminished [ * ] by any failure to enforce such Other Joint Exelixis Sole Patent. [ * ] shall reasonably assist [ * ] (at [ * ]’ ] expense) in any action or [ * ] = 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. proceeding being prosecuted or defended by [ * ], if so 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 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 an Other Joint Patent a [ * ] Patent, may be entered into by [ * ] without the prior consent of [ * ] (such consent not to not be unreasonably withheld, delayed or conditioned).