Common use of Patent Infringement by Third Parties Clause in Contracts

Patent Infringement by Third Parties. a. GENE and Amgen will promptly notify the other in writing after becoming aware of any alleged or threatened infringement of any patent included in ***** and Joint Patent Rights or any right relating to ***** and Joint Know-How. b. By counsel of its own choice, Amgen shall have the sole right but not the obligation to bring, defend, control and maintain (including the right to settle or compromise) any suit or action against a Third Party for infringement or declaratory relief of a claim of an issued patent within *****, Joint Patent Rights and Amgen Background Patent Rights and any right relating to ***** and Joint Know-How. In the event Amgen shall so engage in any such litigation, Amgen shall seek and reasonably consider GENE's comment before determining the strategy with respect to any such litigation. GENE shall cooperate and, if Amgen finds it necessary or desirable, join Amgen as a party in any such litigation (at Amgen's expense with respect to external costs and expenses incurred by GENE), including the signing of any necessary legal papers, and shall provide Amgen with data or other information in support thereof, and shall use reasonable best efforts to ensure the cooperation of any of its personnel as might reasonably be requested in any such matters. Notwithstanding the above, in any such settlement or compromise of any such litigation, Amgen will not admit the invalidity of any claim within ***** and Joint Patent Rights without the prior written approval of GENE, which approval shall not be unreasonably withheld or delayed. c. Without the prior written approval of Amgen, GENE shall not bring any suit or action against a Third Party developing or commercializing any product which interacts with *****.

Patent Infringement by Third Parties. a. GENE and Amgen will promptly notify the other in writing after becoming aware of any alleged or threatened infringement of any patent included in GENE ***** and Joint Patent Rights or any right relating to GENE ***** and Joint Know-How. b. By counsel of its own choice, Amgen shall have the sole right but not the obligation to bring, defend, control and maintain (including the right to settle or compromise) any suit or action against a Third Party for infringement or declaratory relief of a claim of an issued patent within GENE *****, Joint Patent Rights and Amgen Background Patent Rights and any right relating to GENE ***** and Joint Know-How. In the event Amgen shall so engage in any such litigation, Amgen shall seek and reasonably consider GENE's ’s comment before determining the strategy with respect to any such litigation. GENE shall cooperate and, if Amgen finds it necessary or desirable, join Amgen as a party in any such litigation (at Amgen's ’s expense with respect to external costs and expenses incurred by GENE), including the signing of any necessary legal papers, and shall provide Amgen with data or other information in support thereof, and shall use reasonable best efforts to ensure the cooperation of any of its personnel as might reasonably be requested in any such matters. Notwithstanding the above, in any such settlement or compromise of any such litigation, Amgen will not admit the invalidity of any claim within GENE ***** and Joint Patent Rights without the prior written approval of GENE, which approval shall not be unreasonably withheld or delayed. c. Without the prior written approval of Amgen, GENE shall not bring any suit or action against a Third Party developing or commercializing any product which interacts with *****.