Common use of Amgen Step-In Right Clause in Contracts

Amgen Step-In Right. Notwithstanding the foregoing, if Company declines to file, prosecute or maintain any Patent Rights described in Section 4.1.1, elects to allow any Patent Rights described in Section 4.1.1 to lapse in any country, or elects to abandon any such Patent Rights (in each case solely to the extent contained in the Licensed Patents) before all appeals within the respective patent office have been exhausted (each, an “Abandoned Patent Right”), then: (a) Company shall provide Amgen with reasonable notice of such decision so as to permit Amgen to decide whether to file, prosecute or maintain such Abandoned Patent Rights and to take any necessary action (which notice shall, in any event, be given no later than [*] prior to the next deadline for any action that may be taken with respect to such Abandoned Patent Right with the U.S. Patent & Trademark Office or any foreign patent office). (b) Amgen, at Amgen’s expense, may assume control of the filing, prosecution and/or maintenance of such Abandoned Patent Rights. The continued filing, prosecution or maintenance of such Abandoned Patent Rights shall be at Amgen’s sole discretion. (c) Amgen shall have the right to transfer the responsibility for such filing, prosecution and maintenance of such Abandoned Patent Rights to patent counsel (outside or internal) selected by Amgen. (d) Company shall, at Amgen’s reasonable request and expense, assist and cooperate in the filing, prosecution and maintenance of such Abandoned Patent Rights. (e) In the event a patent issues with respect to any such Abandoned Patent Rights, Amgen shall provide reasonable notice to Company thereof and such Abandoned Patent Right shall be excluded from the license granted by Amgen to Company under Section 2.1 (Grant), unless Company (i) reimburses Amgen for its internal and external costs and expenses related to the prosecution and maintenance of such Abandoned Patent Right within [*] of issuance of any such patent and (ii) assumes, in writing, the responsibility for the continued prosecution and maintenance of such Patent Rights in accordance with the provisions of Section 4.1 (Prosecution and Maintenance). [*] = 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 406 of the Securities Act of 1933, as amended.

Amgen Step-In Right. Notwithstanding the foregoing, if Company declines to file, prosecute or maintain any Patent Rights described in Section 4.1.1, elects to allow any Patent Rights described in Section 4.1.1 to lapse in any country, or elects to abandon any such Patent Rights (in each case solely to the extent contained in the Licensed Patents) before all appeals within the respective patent office have been exhausted (each, an “Abandoned Patent Right”), then: (a) Company shall provide Amgen with reasonable notice of such decision so as to permit Amgen to decide whether to file, prosecute or maintain such Abandoned Patent Rights and to take any necessary action (which notice shall, in any event, be given no later than [*] prior to the next deadline for any action that may be taken with respect to such Abandoned Patent Right with the U.S. Patent & Trademark Office or any foreign patent office). (b) Amgen, at Amgen’s expense, may assume control of the filing, prosecution and/or maintenance of such Abandoned Patent Rights. The continued filing, prosecution or maintenance of such Abandoned Patent Rights shall be at Amgen’s sole discretion. (c) Amgen shall have the right to transfer the responsibility for such filing, prosecution and maintenance of such Abandoned Patent Rights to patent counsel (outside or internal) selected by Amgen. (d) Company shall, at Amgen’s reasonable request and expense, assist and cooperate in the filing, prosecution and maintenance of such Abandoned Patent Rights. (e) In the event a patent issues with respect to any such Abandoned Patent Rights, Amgen shall provide reasonable notice to Company thereof and such Abandoned Patent Right shall be excluded from the license granted by Amgen to Company under Section 2.1 (Grant), unless Company (i) reimburses Amgen for its internal and external costs and expenses related to the prosecution and maintenance of such Abandoned Patent Right within [*] of issuance of any such patent and (ii) assumes, in writing, the responsibility for the continued prosecution and maintenance of such Patent Rights in accordance with the provisions of Section 4.1 (Prosecution and Maintenance). [*] = 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 406 of the Securities Act of 1933, as amended.

Amgen Step-In Right. Notwithstanding the foregoing, if Company AKERO declines to file, prosecute or maintain any Patent Rights described in Section 4.1.1Rights, elects to allow any Patent Rights described in Section 4.1.1 to lapse in any country, or elects to abandon any such Patent Rights (in each case solely to the extent contained in the Licensed Patents) before all appeals within the respective patent office have been exhausted (each, an “Abandoned Patent Right”), then: (a) Company AKERO shall provide Amgen AMGEN with reasonable notice of such decision so as to permit Amgen AMGEN to decide whether to file, prosecute or maintain such Abandoned Patent Rights and to take any necessary action (which notice shall, in any event, be given no later than [*] sixty (60) days prior to the next deadline for any action that may be taken with respect to such Abandoned Patent Right with the U.S. Patent & Trademark Office or any foreign patent office). (b) AmgenAMGEN, at AmgenAMGEN’s expense, may assume control of the filing, prosecution and/or maintenance of such Abandoned Patent Rights. The continued filing, prosecution or maintenance of such Abandoned Patent Rights shall be at Amgen’s sole discretion. (c) Amgen AMGEN shall have the right to transfer the responsibility for such filing, prosecution and maintenance of such Abandoned Patent Rights to patent counsel (outside or internal) selected by AmgenAMGEN. (d) Company shall, at Amgen’s reasonable request and expense, AKERO shall assist and cooperate in the filing, with AMGEN’s reasonable requests to support prosecution and maintenance of such Abandoned Patent Rights; provided, however, that AMGEN shall reimburse AKERO for its reasonable expenses with respect to such cooperation (including AKERO’s employee’s time at the FTE Rate). (e) In the event a patent issues with respect to any such Abandoned Patent Rights, Amgen AMGEN shall provide reasonable notice to Company AKERO thereof and such Abandoned Patent Right shall be excluded from the license granted by Amgen AMGEN to Company AKERO under Section 2.1 (Grant), unless Company AKERO (i) reimburses Amgen AMGEN for its internal and external costs and expenses related to the prosecution and maintenance of such Abandoned Patent Right within [*] sixty (60) days of notice of issuance of any such patent and (ii) assumes, in writing, the responsibility for the continued prosecution and maintenance of such Patent Rights in accordance with the provisions of Section 4.1 (Prosecution and Maintenance). [*] = 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 406 of the Securities Act of 1933, as amended.

Amgen Step-In Right. Notwithstanding the foregoing, if Company declines to file, prosecute or maintain any Patent Rights described in Section 4.1.1, elects to allow any Patent Rights described in Section 4.1.1 to lapse in any country, or elects to abandon any such Patent Rights (in each case solely to the extent contained in the Licensed Patents) before all appeals within the respective patent office have been exhausted (each, an “Abandoned Patent Right”), then:: [*] = 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 406 of the Securities Act of 1933, as amended. (a) Company shall provide Amgen with reasonable notice of such decision so as to permit Amgen to decide whether to file, prosecute or maintain such Abandoned Patent Rights and to take any necessary action (which notice shall, in any event, be given no later than [*] prior to the next deadline for any action that may be taken with respect to such Abandoned Patent Right with the U.S. Patent & Trademark Office or any foreign patent office). (b) Amgen, at Amgen’s expense, may assume control of the filing, prosecution and/or maintenance of such Abandoned Patent Rights. The continued filing, prosecution or maintenance of such Abandoned Patent Rights shall be at Amgen’s sole discretion. (c) Amgen shall have the right to transfer the responsibility for such filing, prosecution and maintenance of such Abandoned Patent Rights to patent counsel (outside or internal) selected by Amgen., (d) Company shall, at Amgen’s reasonable request and expense, assist and cooperate in the filing, prosecution and maintenance of such Abandoned Patent Rights. (e) In the event a patent issues with respect to any such Abandoned Patent Rights, Amgen shall provide reasonable notice to Company thereof and such Abandoned Patent Right shall be excluded from the license granted by Amgen to Company under Section 2.1 (Grant), unless Company (i) reimburses Amgen for its internal and external costs and expenses related to the prosecution and maintenance of such Abandoned Patent Right within [*] of issuance of any such patent and (ii) assumes, in writing, the responsibility for the continued prosecution and maintenance of such Patent Rights in accordance with the provisions of Section 4.1 (Prosecution and Maintenance). [*] = 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 406 of the Securities Act of 1933, as amended.

Amgen Step-In Right. Notwithstanding the foregoing, if Company TESARO declines to file, prosecute or maintain any Patent Rights described in Section 4.1.1Rights, elects to allow any Patent Rights described in Section 4.1.1 to lapse in any country, or elects to abandon any such Patent Rights (in each case solely to the extent contained in the Licensed Patents) before all appeals within the respective patent office have been exhausted (each, an “Abandoned Patent Right”), then: (a) Company TESARO shall provide Amgen AMGEN with reasonable notice of such decision so as to permit Amgen AMGEN to decide whether to file, prosecute or maintain such Abandoned Patent Rights and to take any necessary action (which notice shall, in any event, be given no later than [*] * days prior to the next deadline for any action that may be taken with respect to such Abandoned Patent Right with the U.S. Patent & Trademark Office or any foreign patent office). (b) AmgenAMGEN, at AmgenAMGEN’s expense, may assume control of the filing, prosecution and/or maintenance of such Abandoned Patent Rights. The continued filing, prosecution or maintenance of such Abandoned Patent Rights shall be at Amgen’s sole discretion. (c) Amgen AMGEN shall have the right to transfer the responsibility for such filing, prosecution and maintenance of such Abandoned Patent Rights to patent counsel (outside or internal) selected by AmgenAMGEN. (d) Company TESARO shall, at AmgenAMGEN’s reasonable request and expenserequest, assist and cooperate in the filing, prosecution and maintenance of such Abandoned Patent Rights. (e) In the event a patent issues with respect to any such Abandoned Patent Rights, Amgen AMGEN shall provide reasonable notice to Company TESARO thereof and such Abandoned Patent Right shall be excluded from the license granted by Amgen AMGEN to Company TESARO under Section 2.1 (Grant), unless Company (i) TESARO reimburses Amgen AMGEN for its internal and external costs and expenses related to the prosecution and maintenance of such Abandoned Patent Right within [*] * days of issuance of any such patent and (ii) assumes, in writing, the responsibility for the continued prosecution and maintenance of such Patent Rights in accordance with the provisions of Section 4.1 (Prosecution and Maintenance). [*] = Certain confidential information contained Additionally, in this document, marked by brackets, has been omitted the event a patent issues with respect to any Abandoned Patent Rights and filed separately with the Securities and Exchange Commission TESARO does not elect to reimburse AMGEN pursuant to Rule 406 clause (i) of this Section 4.2(e) and assume prosecution and maintenance of such Patent Rights pursuant to clause (ii) of this Section 4.2(e), then, notwithstanding the Securities Act provisions of 1933Section 2.5 (Restrictions), as amendedAMGEN shall be permitted to pursue any product, including an ALK Compound, that is covered by any such Abandoned Patent Right.

Amgen Step-In Right. Notwithstanding the foregoing, if Company JASPER declines to file, prosecute or maintain any Patent Rights described in Section 4.1.1Rights, elects to allow any Patent Rights described in Section 4.1.1 to lapse in any country, or elects to abandon any such Patent Rights (in each case solely to the extent contained in the Licensed Patents) before all appeals within the respective patent office have been exhausted (each, an “Abandoned Patent Right”), then: (a) Company JASPER shall provide Amgen AMGEN with reasonable notice of such decision so as to permit Amgen AMGEN to decide whether to file, prosecute or maintain such Abandoned Patent Rights and to take any necessary action (which notice shall, in any event, be given no later than […***…] prior to the next final (i.e., unextendable) deadline for any action that may be taken with respect to such Abandoned Patent Right with the U.S. Patent & Trademark Office or any foreign patent office). (b) AmgenAMGEN may assume control, at AmgenAMGEN’s expense, may assume control of the filing, prosecution and/or maintenance of such Abandoned Patent Rights. The continued filing, prosecution or maintenance of such Abandoned Patent Rights shall be at Amgen’s sole discretion. (c) Amgen AMGEN shall have the right to transfer the responsibility for such filing, prosecution and maintenance of such Abandoned Patent Rights to patent counsel (outside or internal) selected by AmgenAMGEN. (d) Company shall, at Amgen’s reasonable request and expense, JASPER shall assist and cooperate in the filing, with AMGEN’s reasonable requests to support prosecution and maintenance of such Abandoned Patent Rights. (e) In the event a patent issues with respect to any such Abandoned Patent Rights, Amgen AMGEN shall provide reasonable notice to Company JASPER thereof and the license granted by AMGEN to JASPER under Section 2.1 (Grant) with respect to such Abandoned Patent Right shall be excluded from the license granted by Amgen to Company under Section 2.1 (Grant)become non-exclusive, unless Company JASPER (i) reimburses Amgen AMGEN for its internal and external costs and expenses related to the prosecution and maintenance of such Abandoned Patent Right within […***…] of issuance of any such patent and (ii) assumes, in writing, the responsibility for the continued prosecution and maintenance of such Patent Rights in accordance with the provisions of Section 4.1 (Prosecution and Maintenance), in which case the license granted by AMGEN to JASPER under Section 2.1 (Grant) with respect to such Abandoned Patent Right shall remain exclusive. [*] = Certain confidential information contained Additionally, in this document, marked by brackets, has been omitted the event (x) a patent issues with respect to any Abandoned Patent Rights and filed separately with the Securities and Exchange Commission (y) JASPER does not elect to reimburse AMGEN pursuant to Rule 406 clause (i) of the Securities Act this Section 4.2(e) and assume prosecution and maintenance of 1933such Patent Rights pursuant to clause (ii) of this Section 4.2(e), as amendedthen AMGEN shall be permitted to exercise any right conferred by such Abandoned Patent Right.