Common use of Amgen Enforcement Clause in Contracts

Amgen Enforcement. (a) If Company elects not to take good faith steps to enforce any patent within the Licensed Patents described in 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(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. (b) As between the Parties, Amgen (or its designee) shall have the sole right to enforce any patent within the Licensed Patents against any Infringement or alleged Infringement thereof asserted and occurring solely in Japan. Company shall reasonably cooperate in any such litigation at Amgen’s (or its designee’s) expense, including, where necessary, Company shall join in, or be named as a necessary party to, such litigation. Except for the cooperation obligations expressly set forth in this Section 4.3.2(b), Company shall not have any obligation to enforce any patent within the Licensed Patents in Japan. With respect to an Infringement or alleged Infringement of the Licensed Patents by a party that occurs both inside and outside the Territory, the Parties will meet and confer to mutually agree on a plan for enforcement (including how expenses will be shared), and each Party will reasonably cooperate in any such litigation.

Amgen Enforcement. In the event that such infringement or alleged infringement is with respect to a product that has the same primary mechanism of action as an Amgen Product, then Amgen shall have the right to enforce the following Patent Rights against any such infringement or alleged infringement thereof – with respect to (i) an Amgen Patent, such right shall be a sole right, (ii) (a) If Company elects not Kite Patents, (b) Collaboration Patents that Cover Kite Products, and (c) Collaboration Patents generated solely by Kite that solely Cover any Improvement to take good faith steps to enforce the Kite Platform Technology, such right shall require the prior written consent of Kite, and (iii) any patent Patent Right within the Licensed Collaboration Patents described in Section4.3.1 that does not Cover Kite Products (Company Enforcement) with respect other than Collaboration Patents generated solely by Kite that solely Cover any Improvement to an Infringement (or otherwise take good faith steps to resolve the Kite Platform Technology), such Infringement) in a particular country within [*] of receiving notice that an Infringement exists in such country (provided the foregoing right shall not limit Amgen’s right require the prior written consent of Kite. Amgen shall at all times keep Kite informed as to pursue equitable relief at any time in any court of competent jurisdiction in order to protect its rights in the Licensed Patents)status thereof. In such case, 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 institute suit against any such infringer or alleged infringer, infringer and control, control and defend and settle such suit in a manner consistent with the terms and provisions hereof, hereof and recover any damages, awards or settlements resulting therefrom, subject to Section 4.5 9.5.5 (RecoveryRecoveries). Company Kite 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(a9.5.3 (Amgen Enforcement) that admits to the invalidity or unenforceability of any Kite Patents or Collaboration Patents (or otherwise effects the Licensed scope, validity or enforceability of such Kite Patents or Collaboration Patents), incurs any financial liability on the part of Company Kite or requires an admission of liability, wrongdoing or fault on the part of Company Kite without CompanyKite’s prior written consent, in each case, such consent . In the event that Amgen does not to be unreasonably withheld. (b) As between the Parties, Amgen (or its designee) shall have the sole right elect to enforce any patent Patent Right within the Licensed Kite Patents against or Collaboration Patents, then Kite shall be entitled to do so, unless Amgen has a good faith belief that Kite’s enforcement of such Patent Rights would be reasonably likely to jeopardize the Exploitation of an Amgen Product. Kite shall not enter into any Infringement or alleged Infringement thereof asserted and occurring solely in Japan. Company shall reasonably cooperate in settlement of any such litigation at Amgen’s (or its designee’s) expense, including, where necessary, Company shall join in, or be named as a necessary party to, such litigation. Except for the cooperation obligations expressly set forth claim described in this Section 4.3.2(b9.5.3 (Amgen Enforcement) that admits to the invalidity or unenforceability of any Collaboration Patents (or otherwise effects the scope, validity or enforceability of such Collaboration Patents), Company shall not have incurs any obligation to enforce any patent within financial liability on the Licensed Patents in Japan. With respect to part of Amgen or requires an Infringement admission of liability, wrongdoing or alleged Infringement fault on the part of the Licensed Patents by a party that occurs both inside and outside the Territory, the Parties will meet and confer to mutually agree on a plan for enforcement (including how expenses will be shared), and each Party will reasonably cooperate in any such litigationAmgen without Amgen’s prior written consent.

Amgen Enforcement. In the event that such infringement or alleged infringement is with respect to a product that has the same primary mechanism of action as an Amgen Product, then Amgen shall have the right to enforce the following Patent Rights against any such infringement or alleged infringement thereof – with respect to (i) an Amgen Patent, such right shall be a sole right, (ii) (a) If Company elects not Kite Patents, (b) Collaboration Patents that Cover Kite Products, and (c) Collaboration Patents generated solely by Kite that solely Cover any Improvement to take good faith steps to enforce the Kite Platform Technology, such right shall require the prior written consent of Kite, and (iii) any patent Patent Right within the Licensed Collaboration Patents described in Section4.3.1 that does not Cover Kite Products (Company Enforcement) with respect other than Collaboration Patents generated solely by Kite that solely Cover any Improvement to an Infringement (or otherwise take good faith steps to resolve the Kite Platform Technology), such Infringement) in a particular country within [*] of receiving notice that an Infringement exists in such country (provided the foregoing right shall not limit Amgen’s right require the prior written consent of Kite. Amgen shall at all times keep Kite informed as to pursue equitable relief at any time in any court of competent jurisdiction in order to protect its rights in the Licensed Patents)status thereof. In such case, 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 institute suit against any such infringer or alleged infringer, infringer and control, control and defend and settle such suit in a manner consistent with the terms and provisions hereof, hereof and recover any damages, awards or settlements resulting therefrom, subject to Section 4.5 9.5.5 (RecoveryRecoveries). Company Kite 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(a9.5.3 (Amgen Enforcement) that admits to the invalidity or unenforceability of any Kite Patents or Collaboration Patents (or otherwise effects the Licensed scope, validity or enforceability of such Kite Patents or Collaboration Patents), incurs any financial liability on the part of Company Kite or requires an admission of liability, wrongdoing or fault on the part of Company Kite without CompanyKite’s prior written consent, in each case, such consent . In the event that Amgen does not to be unreasonably withheld. (b) As between the Parties, Amgen (or its designee) shall have the sole right elect to enforce any patent Patent Right within the Licensed Kite Patents against or Collaboration Patents, then Kite shall be entitled to do so, unless Amgen has a good faith belief that Kite’s enforcement of such Patent Rights would be reasonably likely to jeopardize the Exploitation of an Amgen Product. Kite shall not enter into any Infringement or alleged Infringement thereof asserted and occurring solely in Japan. Company shall reasonably cooperate in settlement of any such litigation at Amgen’s (or its designee’s) expense, including, where necessary, Company shall join in, or be named as a necessary party to, such litigation. Except for the cooperation obligations expressly set forth claim described in this Section 4.3.2(b9.5.3 (Amgen Enforcement) that admits to the invalidity or unenforceability of any Collaboration Patents (or otherwise effects the scope, validity or enforceability of such Collaboration Patents), Company shall not have incurs any obligation to enforce any patent within financial liability on the Licensed Patents in Japan. With respect to an Infringement or alleged Infringement part of the Licensed Patents by a party that occurs both inside and outside the Territory, the Parties will meet and confer to mutually agree on a plan for enforcement (including how expenses will be shared), and each Party will reasonably cooperate in any such litigation.Amgen 1.1.1 Execution Copy