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 6.8(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 [*] 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 Exelixis Sole Patent that is a 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 [*] for any [*] such Exelixis Sole Patent shall in no event [*] by any failure to enforce such 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 own expense. No settlement of any such action or defense which restricts the [*] = 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, of a [*] Patent, may be entered into by [*] without the prior consent of [*] (such consent not to 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 6.8(a)(i7.9(b)(i)(1) and so notifies [*], or where for any other enforcement by [*] otherwise desires of a Joint Product Patent which is co-exclusively or exclusively licensed to bring an action or to defend any proceeding directly involving an Exelixis Sole Patent[*] 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 Exelixis Sole Joint Product Patent that is a Patent [*] the [*] (or foreign equivalent(s) of such Patent or the [*]) 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 Exelixis Sole Joint Product Patent shall in no event [*] be diminished by any failure to enforce such Exelixis Sole 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 [*] = 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, scope or adversely affects the enforceability, enforceability of a [*] Patent, 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. [*[ * ]. If [*[ * ] elects not to bring any action for infringement or to defend any proceeding described in Section 6.8(a)(i10.4(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 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 Exelixis [ * ] 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 [ * ] such Exelixis Sole Patent shall in no event [*] be diminished by any failure to enforce such 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 own expense. No settlement of any such action or defense which restricts the [*] = 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, of a [*] PatentListed Patent with respect to small molecules, may be entered into by [*[ * ] without the prior consent of [*[ * ] (such consent to not to 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 6.8(a)(i7.8(b)(i)(1) and so notifies [*[ * ]s, or where [*for any other enforcement by [ * ] otherwise desires of a Joint Product Patent which is exclusively licensed to bring an action or to defend any proceeding directly involving an Exelixis Sole PatentBMS 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 Exelixis Sole Joint Product Patent that is a 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 [*] for any [*] such Exelixis Sole Patent shall in no event [*] by any failure to enforce such 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 own expense. No settlement of any such action or defense which restricts the [*[ [ * ] = 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* ] 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 adversely 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, enforceability of a [*] Patent, 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. [*[ * ]. If [*[ * ] elects not to bring any action for infringement or to defend any proceeding described in Section 6.8(a)(i7.8(b)(ii)(1) 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 Exelixis Sole Other Joint Patent that is a 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 [*[ * ] for any [*[ * ] such Exelixis Sole Other Joint Patent shall in no event [*[ * ] by any failure to enforce such Exelixis Sole Other Joint 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 [*] = 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, scope or adversely affects the enforceability, enforceability of a [*] Patent, 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. [*]. If [*[ * ] elects not to bring any action for infringement or to defend any proceeding described in Section 6.8(a)(i6.8(b)(i)(1) and so notifies [*[ * ], or where [*for any other enforcement by [ * ] otherwise desires of a Joint Product Patent which is exclusively licensed to bring an action or to defend any proceeding directly involving an Exelixis Sole PatentBMS 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 Exelixis Sole Joint Product Patent that is a 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 [*[ * ] for any [*[ * ] such Exelixis Sole Joint Product Patent shall in no event [*[ * ] by any failure to enforce such Exelixis Sole 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 [*] = 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, scope or adversely affects the enforceability, enforceability of a [*] Patent, 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. [*[ * ]. If [*[ * ] elects not to bring any action for infringement or to defend any proceeding described in Section 6.8(a)(i10.4(b)(i)(1) and so notifies [*[ * ], or where [*for any other enforcement by [ * ] otherwise desires of a Joint Product Patent which is co-exclusively or exclusively licensed to bring an action or to defend any proceeding directly involving an Exelixis Sole Patent[ * ] under Section 8.1, 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 Exelixis Sole Joint Product Patent that is a Patent [*] the [*] (or foreign equivalent(s) of such Patent or the [*]) 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 Exelixis Sole Joint Product Patent shall in no event [*] be diminished by any failure to enforce such Exelixis Sole 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 [*] = 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, scope or adversely affects the enforceability, enforceability of a [*] Patent, 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. [*]. If [*] elects not to bring any action for infringement or to defend any proceeding described in Section 6.8(a)(i7.8(b)(i)(1) and so notifies [*], or where for any other enforcement by [*] otherwise desires of a Joint Product Patent which is exclusively licensed to bring an action or to defend any proceeding directly involving an Exelixis Sole PatentBMS 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 Exelixis Sole Joint Product Patent that is a 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 [*] for any [*] such Exelixis Sole Joint Product Patent shall in no event [*] by any failure to enforce such Exelixis Sole 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 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. scope, or adversely affects the enforceability, of a [*] Patent, 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. [*[ * ]. If [*[ * ] elects not to bring any action for infringement or to defend any proceeding described in Section 6.8(a)(i7.8(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 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 Exelixis Sole Patent that is a 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 [*] for any [*] such Exelixis Sole Patent shall in no event [*] by any failure to enforce such 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 own expense. No settlement of any such action or defense which restricts the [*[ * ] = 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 Exelixis Sole Patent that is a 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 [ * ] for any [ * ] such Exelixis Sole Patent shall in no event [ * ] by any failure to enforce such 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 own expense. No settlement of any such action or defense which restricts the scope, or adversely affects the enforceability, of a [*[ * ] Patent, may be entered into by [*[ * ] without the prior consent of [*[ * ] (such consent not to 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 6.8(a)(i7.9(b)(ii)(1) 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 Exelixis Sole Other Joint Patent that is a Patent [*] the [*] (or foreign equivalent(s) of such Patent or the [*]) 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 Exelixis Sole Other Joint Patent shall in no event [*] be diminished by any failure to enforce such Exelixis Sole Other Joint 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 [*] = 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, scope or adversely affects the enforceability, enforceability of a [*] Patent, 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. [*]. If [*] elects not to bring any action for infringement or to defend any proceeding described in Section 6.8(a)(i7.8(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 Exelixis Sole Patent that is a 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 [*] for any [*] such Exelixis Sole Patent shall in no event [*] by any failure to enforce such 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 own expense. No settlement of any such action or defense which restricts the scope, or adversely affects the enforceability, of 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. scope, or adversely affects the enforceability, of a [*] Patent, may be entered into by [*] without the prior consent of [*] (such consent not to 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 6.8(a)(i7.9(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 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 Exelixis [*] 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 [*] for any [*] such Exelixis Sole Patent shall in no event [*] be diminished by any failure to enforce such 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 own expense. No settlement of any such action or defense which restricts the [*] = 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, of a [*] Listable Patent, may be entered into by [*] without the prior consent of [*] (such consent not to 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 6.8(a)(i6.8(b)(i)(1) and so notifies [*], or where for any other enforcement by [*] otherwise desires of a Joint Product Patent which is exclusively licensed to bring an action or to defend any proceeding directly involving an Exelixis Sole PatentBMS 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 Exelixis Sole Joint Product Patent that is a 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 [*] for any [*] such Exelixis Sole Joint Product Patent shall in no event [*] by any failure to enforce such Exelixis Sole 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 a Joint Product 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. scope, or adversely affects the enforceability, of a [*] Patent, may be entered into by [*] without the prior consent of [*] (such consent not to 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 6.8(a)(i7.9(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 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 Exelixis [ * ] 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 [ * ] such Exelixis Sole Patent shall in no event [*] be diminished by any failure to enforce such 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 own expense. No settlement of any such action or defense which restricts the [*scope, or adversely affects the enforceability, of a Listable 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. scope, or adversely affects the enforceability, of a [*] Patent, may be entered into by [*] without the prior consent of [*] (such consent not to 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 6.8(a)(i7.9(b)(ii)(1) 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 Exelixis Sole Other Joint Patent that is a Patent [*] the [*] (or foreign equivalent(s) of such Patent or the [*]) 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 Exelixis Sole Other Joint Patent shall in no event [*] be diminished by any failure to enforce such Exelixis Sole Other Joint 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 [*] = 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, scope or adversely affects the enforceability, enforceability of a [*] Patent, 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. [*]. If [*[ * ] elects not to bring any action for infringement or to defend any proceeding described in Section 6.8(a)(i6.8(b)(ii)(1) 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 Exelixis Sole Other Joint Patent that is a 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 [*[ * ] for any [*[ * ] such Exelixis Sole Other Joint Patent shall in no event [*[ * ] by any failure to enforce such Exelixis Sole Other Joint 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 [*] = 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, scope or adversely affects the enforceability, enforceability of a [*] Patent, 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. [*]. If [*] elects not to bring any action for infringement or to defend any proceeding described in Section 6.8(a)(i10.4(b)(i)(1) and so notifies [*], or where for any other enforcement by [*] otherwise desires of a Joint Product Patent which is co-exclusively or exclusively licensed to bring an action or to defend any proceeding directly involving an Exelixis Sole Patent[*] under Section 8.1, then [*] may bring such action or defend such proceeding at [*] its own expense, in its 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 Exelixis Sole Joint Product Patent that is a Patent [*] the [*] (or foreign equivalent(s) of such Patent or the [*]) 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 Exelixis Sole Joint Product Patent shall in no event [*] be diminished by any failure to enforce such Exelixis Sole 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 [*] = 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, scope or adversely affects the enforceability, enforceability of a [*] Patent, 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. [*[ * ]. If [*[ * ] elects not to bring any action for infringement or to defend any proceeding described in Section 6.8(a)(i7.9(b)(i)(1) and so notifies [*[ * ], or where [*for any other enforcement by [ * ] otherwise desires of a Joint Product Patent which is co-exclusively or exclusively licensed to bring an action or to defend any proceeding directly involving an Exelixis Sole Patent[ * ] 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 Exelixis Sole Joint Product Patent that is a Patent [*] the [*] (or foreign equivalent(s) of such Patent or the [*]) 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 Exelixis Sole Joint Product Patent shall in no event [*] be diminished by any failure to enforce such Exelixis Sole 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 a Joint Product 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. scope, or adversely affects the enforceability, of a [*] Patent, may be entered into by [*] without the prior consent of [*] (such consent not to 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 6.8(a)(i10.4(b)(ii)(1) 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 Exelixis Sole Other Joint Patent that is a Patent [*] the [*] (or foreign equivalent(s) of such Patent or the [*]) 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 Exelixis Sole Other Joint Patent shall in no event [*] be diminished by any failure to enforce such Exelixis Sole Other Joint Patent. [*] shall reasonably assist [*] (at [*] expense) in any action or proceeding being prosecuted or defended by [*], if so requested by [*] EXEL 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 [*] = 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, scope or adversely affects the enforceability, enforceability of a [*] Patent, 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. [*[ * ]. If [*[ * ] elects not to bring any action for infringement or to defend any proceeding described in Section 6.8(a)(i10.4(b)(ii)(1) 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 Exelixis Sole Other Joint Patent that is a Patent [*] the [*] (or foreign equivalent(s) of such Patent or the [*]) 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 Exelixis Sole Other Joint Patent shall in no event [*] be diminished by any failure to enforce such Exelixis Sole Other Joint 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 [*] = 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, scope or adversely affects the enforceability, enforceability of a [*] Patent, 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. [*]. If [*] elects not to bring any action for infringement or to defend any proceeding described in Section 6.8(a)(i7.8(b)(i)(1) and so notifies [*], or where for any other enforcement by [*] otherwise desires of a Joint Product Patent which is exclusively licensed to bring an action or to defend any proceeding directly involving an Exelixis Sole PatentBMS 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 Exelixis Sole Joint Product Patent that is a 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 [*] for any [*] such Exelixis Sole Joint Product Patent shall in no event [*] by any failure to enforce such Exelixis Sole 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 a Joint Product 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. scope, or adversely affects the enforceability, of a [*] Patent, may be entered into by [*] without the prior consent of [*] (such consent not to 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 6.8(a)(i10.4(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 Exelixis [*] Sole Patent, then [*] may bring such action or defend such proceeding at [*] its own expense, in its 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 Exelixis [*] 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 [*] for any [*] such Exelixis Sole Patent shall in no event [*] be diminished by any failure to enforce such 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 own expense. No settlement of any such action or defense which restricts the [*] = 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, of a [*] PatentListed Patent with respect to small molecules, may be entered into by [*] without the prior consent of [*] (such consent to not to 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 6.8(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 Exelixis Sole Patent that is a 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 [*[ * ] for any [*[ * ] such Exelixis Sole Patent shall in no event [*[ * ] by any failure to enforce such Exelixis Sole Patent. [*[ * ] shall reasonably assist [*[ * ] (at [*[ * ] expense) in any action or 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 [*] = 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, of a [*] [ * ]Patent, may be entered into by [*[ * ] without the prior consent of [*[ * ] (such consent not to 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 6.8(a)(i6.8(b)(ii)(1) 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 Exelixis Sole Other Joint Patent that is a 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 [*] for any [*] such Exelixis Sole Other Joint Patent shall in no event [*] by any failure to enforce such Exelixis Sole Other Joint 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 [*] = 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, scope or adversely affects the enforceability, enforceability of a [*] Patent, 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. [*]. If [*] elects not to bring any action for infringement or to defend any proceeding described in Section 6.8(a)(i7.8(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 Exelixis Sole Patent that is a 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 [*] for any [*] such Exelixis Sole Patent shall in no event [*] by any failure to enforce such 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 own expense. No settlement of any such action or defense which restricts the 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 of the Securities Exchange Act of 1934, as amended. own expense. No settlement of any such action or defense which restricts the scope, or adversely affects the enforceability, of a [*] Patent, may be entered into by [*] without the prior consent of [*] (such consent not to be unreasonably withheld, delayed or conditioned).

Enforcement by. [*]. If [*] elects not 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 bring any action for infringement the composition of matter (including formulation), manufacture or to defend any proceeding described in Section 6.8(a)(iuse of one or more Licensed Compound(s) 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 [*] 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 Exelixis Sole Patent Product(s) that is a Patent [*] the [*] (being Developed or foreign equivalent(s) of such Patent Commercialized by BMS or the [*]) by [*] its Affiliate or sublicensee using Diligent Efforts and (a “[*] Joint Product Patent”), if [*] fails to consent to any such action or proceedingParty shall notify the other Party promptly, and following such notification, the [*] for any [*] Parties shall confer. Each Party shall provide the same level of disclosure to the other Party’s in-house counsel concerning suspected infringement of a Joint Product Patent as such Exelixis Sole Party would provide with respect to suspected infringement of its own issued Patent shall in no event [*] by any failure to enforce such Exelixis Sole Patentor an exclusively licensed issued Patent claiming a product it is developing or commercializing independent of this Agreement. [*] 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 right, but shall not be obligated, to participate and be represented in any such suit by its own counsel at its own expense. No settlement of any such bring an infringement action or defense which restricts the [*[ * ] = 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. scopeto 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 adversely 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, enforceability of a [*] Patent, Joint Product Patent may be entered into by [*[ * ] without the prior consent of [*[ * ] (such consent not to be unreasonably withheld, delayed or conditioned).