Amgen Enforcement Sample Clauses

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.
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Amgen Enforcement. If RBNC (directly or through an Affiliate or Sublicensee) elects not to enforce any patent within the Licensed Patents, Program Patents or Joint Patents, then it shall so notify AMGEN in writing within [***] months of receiving notice that such an Infringement exists (or such shorter period as may be necessary to prevent exhaustion of a statute of limitations (or laches) applicable to such Infringement), and AMGEN may, in its sole judgement, and at its own expense, take steps to enforce any such patent, and control, settle, and defend such suit in a manner consistent with the terms and provisions hereof, and recover any damages, awards or settlements resulting therefrom, subject to Section 4.6 (Recovery). RBNC shall reasonably cooperate in any such litigation (including joining or being named a necessary party thereto) at AMGEN’s expense. AMGEN shall not enter into any settlement of any claim described in this Section 4.4.2 (AMGEN Enforcement) that admits to the invalidity or unenforceability of the Licensed Patents, Program Patents or Joint Patents, incurs any financial liability on the part of RBNC or requires an admission of liability, wrongdoing or fault on the part of RBNC without RBNC’s prior written consent.
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Amgen Enforcement. If AKERO elects not to enforce any patent within the Licensed Patents, then it shall so notify AMGEN in writing within thirty (30) days of receiving notice that an Infringement exists (or such shorter period as may be necessary to prevent exhaustion of a statute of limitations (or laches) applicable to such Infringement), and AMGEN may, in its sole judgment, and at its own expense, take steps to enforce any such patent and control, settle, and defend 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). AKERO shall reasonably cooperate in any such litigation (including joining or being named a necessary party thereto) at AMGEN’s expense. 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 AKERO or requires an admission of liability, wrongdoing or fault on the part of AKERO without AKERO’s prior written consent, such consent not to be unreasonably withheld.
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Amgen Enforcement. If TESARO elects not to enforce any patent within the Licensed Patents, then it shall so notify AMGEN in writing within * days of receiving notice that an Infringement exists, and AMGEN may, in its sole judgment and at its own expense, take steps to enforce any patent and control, settle, and defend 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). TESARO shall reasonably cooperate in any such litigation at AMGEN’s expense. 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 TESARO or requires an admission of liability, wrongdoing or fault on the part of TESARO without TESARO’s prior written consent.
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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) Kite Patents, (b) Collaboration Patents that Cover Kite Products, and (c) Collaboration Patents generated solely by Kite that solely Cover any Improvement to the Kite Platform Technology, such right shall require the prior written consent of Kite, and (iii) any Patent Right within the Collaboration Patents that does not Cover Kite Products (other than Collaboration Patents generated solely by Kite that solely Cover any Improvement to the Kite Platform Technology), such right shall not require the prior written consent of Kite. Amgen shall at all times keep Kite informed as to the status thereof. In such case, Amgen may, at its own expense, institute suit against any infringer or alleged infringer and control and defend such suit in a manner consistent with the terms and provisions hereof and recover any damages, awards or settlements resulting therefrom, subject to Section 9.5.5 (Recoveries). Kite shall reasonably cooperate in any such litigation at Amgen’s expense. Amgen shall not enter into any settlement of any claim described in this Section 9.5.3 (Amgen Enforcement) that admits to the invalidity or unenforceability of any Kite Patents or Collaboration Patents (or otherwise effects the scope, validity or enforceability of such Kite Patents or Collaboration Patents), incurs any financial liability on the part of Kite or requires an admission of liability, wrongdoing or fault on the part of Kite without Kite’s prior written consent. In the event that Amgen does not elect to enforce any Patent Right within the Kite Patents 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 settlement of any claim described in this Section 9.5.3 (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), incurs any financial liability on the part of Amgen
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Amgen Enforcement. Amgen shall have the sole right to enforce the Amgen Prosecuted Patents against any infringement or alleged infringement thereof. Amgen may, at its own expense, institute suit against any infringer or alleged infringer and control and defend such suit in a manner consistent with the terms and provisions hereof. TScan shall reasonably cooperate in any such litigation at Amgen’s expense including, where necessary, joining in, or being named as a necessary party to, such litigation. Amgen shall not enter into any settlement of any claim described in this Section 10.6.2 that (x) incurs any financial liability on the part of TScan, or (y) requires an admission of liability, wrongdoing or fault on the part of TScan, in each case (x) and (y), without XXxxx’s prior written consent.
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Amgen Enforcement. In the event that such infringement or alleged infringement is with respect to a product that is a Competing Product with respect to an Amgen Product or an EGFR Product, then Amgen shall have the right to enforce the following Patent Rights against any such infringement or alleged infringement thereof: with respect to (a) an Amgen Patent, such right shall be a sole right, (b) (i) CytomX Patents and (ii) [***] and (c) any [***]. Amgen shall at all times keep CytomX informed as to the status thereof. In such case, Amgen may, at its own expense, institute suit against any infringer or alleged infringer and control and defend such suit in a manner consistent with the terms and provisions hereof and recover any damages, awards or settlements resulting therefrom, subject to Section 8.7.5. CytomX shall reasonably cooperate in any such litigation at Amgen’s expense. Amgen shall not enter into any settlement of any claim described in this Section 8.7.3 that admits to [***] ([***]), incurs any financial liability on the part of CytomX or requires an admission of liability, wrongdoing or fault on the part of CytomX without CytomX’s prior written consent, not to be unreasonably withheld. In the event that Amgen does not elect to enforce any Patent Right [***], then CytomX shall be entitled to do so, unless Amgen has a good faith belief that CytomX’s enforcement of such Patent Rights would be reasonably likely to unreasonably jeopardize the Exploitation of an Amgen Product or an EGFR Product. CytomX shall not enter into any settlement of any claim described in this Section 8.7.3 that admits to [***] ([***]), incurs any financial liability on the part of Amgen or requires an admission of liability, wrongdoing or fault on the part of Amgen without Amgen’s prior written consent, not to be unreasonably withheld, delayed or conditioned.
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Related to Amgen Enforcement

  • Specific Enforcement Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

  • Patent Enforcement (a) If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (any of the foregoing, an “infringement”) by a Third Party with respect to any Licensed Technology within the Territory, such Party shall promptly notify the other Party and shall provide such other Party with available evidence of such infringement.

  • Governing Law; Enforcement This Agreement and the rights and duties of the Parties hereunder shall be governed by, and construed in accordance with, the law of the State of Delaware. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the Parties: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery in and for New Castle County in the State of Delaware (or, if such court lacks jurisdiction, any appropriate state or federal court in New Castle County in the State of Delaware), in the event of any dispute related to or arising out of this Agreement or any transaction contemplated hereby; (b) agrees not to commence any action, suit or proceeding related to or arising out of this Agreement or any transaction contemplated hereby except in such courts; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) waives any right to trial by jury with respect to any action related to or arising out of this Agreement or any transaction contemplated hereby; and (e) consents to service of process by delivery pursuant to Section 8.2 hereof.

  • Exclusive Enforcement Until the First Priority Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the First Priority Secured Parties shall have the exclusive right to take and continue any Enforcement Action with respect to the Common Collateral, without any consultation with or consent of any Second Priority Secured Party, but subject to the provisos set forth in Sections 3.2 and 5.1. Upon the occurrence and during the continuance of a default or an event of default under the First Priority Documents, the First Priority Representative and the other First Priority Secured Parties may take and continue any Enforcement Action with respect to the First Priority Obligations and the Common Collateral in such order and manner as they may determine in their sole discretion.

  • Authorization; Enforcement The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

  • Judicial Enforcement If any provision of this Agreement is adjudicated to be invalid or unenforceable under applicable law in any jurisdiction, the validity or enforceability of the remaining provisions thereof shall be unaffected as to such jurisdiction and such adjudication shall not affect the validity or enforceability of such provisions in any other jurisdiction. To the extent that any provision of this Agreement is adjudicated to be invalid or unenforceable because it is overbroad, that provision shall not be void but rather shall be limited only to the extent required by applicable law and enforced as so limited. The parties expressly acknowledge and agree that this Section is reasonable in view of the parties’ respective interests.

  • Jurisdiction; Enforcement Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any Action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 6.9, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement or the subject mater hereof may not be enforced in or by such courts. Each of the parties hereto irrevocably consents to the service of process out of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in any such action or proceeding by the mailing of copies thereof by registered mail, postage prepaid, to it its address set forth in Section 6.2 of this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. Nothing herein shall affect the right of any party to serve process in any other manner permitted by applicable law.

  • Rights of Enforcement The Agent shall have all of the rights and remedies of a secured party upon default under the UCC, in addition to which the Agent shall have all and each of the following rights and remedies:

  • Severability; Enforcement If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect.

  • No Enforcement Actions Notwithstanding Section D of Article V, the Custodian shall not be under any duty or obligation to take action, by legal means or otherwise, to effect collection of any amount, if the Securities upon which such amount is payable are in default, or if payment is refused after due demand or presentation, unless and until (i) it shall be directed to take such action by Written Instructions and (ii) it shall be assured to its satisfaction (including prepayment thereof) of reimbursement of its costs and expenses in connection with any such action.

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