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 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 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. [ * ]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 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 Party would provide with respect to suspected infringement of its own issued Patent or an exclusively licensed issued Patent claiming a product it is developing or commercializing independent of this Agreement. [ * ] elects shall have the right, but shall not be obligated, to bring any an infringement action for infringement or to defend any proceeding described in Section 6.8(a)(i) and so notifies [ * ], or where [ * ] otherwise desires = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to bring an action or Rule 24b-2 of the Securities Exchange Act of 1934, as amended. to defend any proceeding directly involving an Exelixis Sole Patent, then [ * ] may bring such action or defend such proceeding proceedings 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 such actions or proceeding being prosecuted or defended by [ * ]s, 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, 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 [*] = 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. 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 [*] 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 [ * [*]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, 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)(i7.9(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 [ * ]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, 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.

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 [ * ] = 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 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 [ * ]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, 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(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 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 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 [ * ]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 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). [ * ] = 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 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 [ [ * ] = 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. * ] 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 [ * ]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 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)(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 [ * [*]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 enforceabilityenforceability 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. 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 [ * ] = 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 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 [ * ]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 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)(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 [ * [*]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 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). [*] = 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 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 [ * [*]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 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). [*] = 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 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 [ * [*]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, 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. 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 [ * [*]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 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 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)(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 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to bring an action or Rule 24b-2 of the Securities Exchange Act of 1934, as amended. exclusively licensed 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 [ * [*]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 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).