Common use of Amgen Enforcement Clause in Contracts

Amgen Enforcement. If Company elects not to take good faith steps to enforce any patent within the Licensed Patents described in Section 4.3.1 (Company Enforcement) with respect to an Infringement (or otherwise take good faith steps to resolve such Infringement) in a particular country within [*] of receiving notice that an Infringement exists in such country (provided the foregoing shall not limit Amgen’s right to pursue equitable relief at any time in any court of competent jurisdiction in order to protect its rights in the Licensed Patents), then it shall so notify Amgen in writing, and upon receiving such notice, then Amgen may, in its sole judgment and at its own expense, take steps to enforce any such patent, including instituting suit against any such infringer or alleged infringer, and control, defend and settle such suit in a manner consistent with the terms and provisions hereof, and recover any damages, awards or settlements resulting therefrom, subject to Section 4.5 (Recovery). Company shall reasonably cooperate in any such litigation at Amgen’s expense; where necessary, Company shall join in, or be named as a necessary party to, such litigation. Amgen shall not enter into any settlement of any claim described in this Section 4.3.2 that admits to the invalidity or unenforceability of the Licensed Patents, incurs any financial liability on the part of Company or requires an admission of liability, wrongdoing or fault on the part of Company without Company’s prior written consent, in each case, such consent not to be unreasonably withheld.

Amgen Enforcement. (a) If Company elects not to take good faith steps to enforce any patent within the Licensed Patents described in Section 4.3.1 Section4.3.1 (Company Enforcement) with respect to an Infringement (or otherwise take good faith steps to resolve such Infringement) in a particular country within [*] of receiving notice that an Infringement exists in such country (provided the foregoing shall not limit Amgen’s right to pursue equitable relief at any time in any court of competent jurisdiction in order to protect its rights in the Licensed Patents), then it shall so notify Amgen in writing, and upon receiving such notice, then Amgen may, in its sole judgment and at its own expense, take steps to enforce any such patent, including instituting suit against any such infringer or alleged infringer, and control, defend and settle such suit in a manner consistent with the terms and provisions hereof, and recover any damages, awards or settlements resulting therefrom, subject to Section 4.5 (Recovery). Company shall reasonably cooperate in any such litigation at Amgen’s expense; where necessary, Company shall join in, or be named as a necessary party to, such litigation. Amgen shall not enter into any settlement of any claim described in this Section 4.3.2 4.3.2(a) that admits to the invalidity or unenforceability of the Licensed Patents, incurs any financial liability on the part of Company or requires an admission of liability, wrongdoing or fault on the part of Company without Company’s prior written consent, in each case, such consent not to be unreasonably withheld.

Amgen Enforcement. If Company JASPER elects not to take good faith steps to enforce any patent within the Licensed Patents described Patents, then it shall so notify AMGEN in Section 4.3.1 (Company Enforcement) with respect to an Infringement (or otherwise take good faith steps to resolve such Infringement) in a particular country writing within […***…] of receiving notice that an Infringement exists in (or such country shorter period as may be necessary to prevent exhaustion of a statute of limitations (provided the foregoing shall not limit Amgen’s right or laches) applicable to pursue equitable relief at any time in any court of competent jurisdiction in order to protect its rights in the Licensed Patentssuch Infringement), then it shall so notify Amgen in writing, and upon receiving such notice, then Amgen AMGEN may, in its sole judgment judgment, and at its own expense, take steps to enforce any such patent, including instituting suit against any such infringer or alleged infringer, patent and control, settle, and defend and settle such suit in a manner consistent with the terms and provisions hereof, and recover any damages, awards or settlements resulting therefrom, subject to Section 4.5 (Recovery). Company JASPER shall reasonably cooperate in any such litigation at Amgen’s expense; where necessary, Company shall join in, (including joining or be being named as a necessary party to, such litigationthereto) at AMGEN’s request and expense. Amgen AMGEN shall not enter into any settlement of any claim described in this Section 4.3.2 (AMGEN Enforcement) that admits to the invalidity or unenforceability of the Licensed Patents, incurs any financial liability on the part of Company JASPER or requires an admission of liability, wrongdoing or fault on the part of Company JASPER, in each case, without CompanyJASPER’s prior written consent, in each case, such consent not to be unreasonably withheld, conditioned or delayed.