Common use of Control of legal action Clause in Contracts

Control of legal action. (a) Telix shall have the first right, but not the obligation, to bring, at Telix’s expense, whatever legal or other action is required in response to activities requiring notice under Section 7.1 (“Protective Action”). In the event that, within [**] (or such shorter period as would be required to preserve an ability to bring a particular Protective Action) of Wilex or Telix being advised of an activity requiring notice under Section 7.1, Telix has not taken reasonable steps to commence and prosecute such a Protective Action, then Wilex shall have the right, but not the obligation, at Wxxxx’s expense, to commence and prosecute such Protective Action. Whichever Party commences and prosecutes a Protective Action is designated the “Controlling Party” and the other Party is designated the “Non-Controlling Party.” Telix may allow its Affiliates or sublicensees to participate in any Protective Action. (b) If the Controlling Party chooses to commence and prosecute any Protective Action, the Controlling Party shall control all aspects of such Protective Action; provided that the Controlling Party shall, whenever practicable, reasonably consult with the Non-Controlling Party on material matters related to such Protective Action, and shall give reasonable consideration to any matters raised by the Non-Controlling Party or its counsel. The Non-Controlling Party shall reasonably cooperate in the defense or prosecution thereof, including [**]. Such cooperation shall include access during normal business hours afforded to the Controlling Party to, and reasonable retention by the Non-Controlling Party of, records and information that are reasonably relevant to such Protective Action, and [**], and the Controlling Party shall reimburse the Non-Controlling Party for all its reasonable fees and expenses in connection therewith. Each Party may be represented by counsel of its own selection at its own expense in such Protective Action. (c) Any recovery obtained as a result of such Protective Action, whether by judgment, award, decree, or settlement, will, after reimbursement of the Parties for their reasonable costs and expenses (including attorney fees) associated with such Protective Action, be paid to or retained by the Controlling Party. On any recovery obtained by such action for lost sales, Wilex shall be paid the amount that would have been payable to them as royalties hereunder as if Telix had made such sales, in each case including amounts received as damages calculated on concepts other than lost sales, after deduction of litigation costs and reasonable expenses. To the extent such recovery is insufficient to reimburse the Parties’ associated reasonable costs and expenses fully, then the recovery will be allocated between the Parties pro rata, based on each Party’s reasonable costs and expenses associated with such Protective Action.

Control of legal action. (a) Telix shall have the first right, but not the obligation, to bring, at Telix’s expense, whatever legal or other action is required in response to activities requiring notice under Section 7.1 (“Protective Action”). In the event that, within [**] (or such shorter period as would be required to preserve an ability to bring a particular Protective Action) of Wilex or Telix being advised of an activity requiring notice under Section 7.1, Telix has not taken reasonable steps to commence and prosecute such a Protective Action, then Wilex shall have the right, but not the obligation, at Wxxxx’s expense, to commence and prosecute such Protective Action. Whichever Party commences and prosecutes a Protective Action is designated the “Controlling Party” and the other Party is designated the “Non-Controlling Party.” Telix may allow its Affiliates or sublicensees to participate in any Protective Action. (b) If the Controlling Party chooses to commence and prosecute any Protective Action, the Controlling Party shall control all aspects of such Protective Action; provided that the Controlling Party shall, whenever practicable, reasonably consult with the Non-Controlling Party on material matters related to such Protective Action, and shall give reasonable consideration to any matters raised by the Non-Controlling Party or its counsel. The Non-Controlling Party shall reasonably cooperate in the defense or prosecution thereof, including [**]. Such cooperation shall include access during normal business hours afforded to the Controlling Party to, and reasonable retention by the Non-Controlling Party of, records and information that are reasonably relevant to such Protective Action, and [**], and the Controlling Party shall reimburse the Non-Controlling Party for all its reasonable fees and expenses in connection therewith. Each Party may be represented by counsel of its own selection at its own expense in such Protective Action. (c) Any recovery obtained as a result of such Protective Action, whether by judgment, award, decree, or settlement, will, after reimbursement of the Parties for their reasonable costs and expenses (including attorney fees) associated with such Protective Action, be paid to or retained by the Controlling Party. On any recovery obtained by such action for lost sales, Wilex Wxxxx shall be paid the amount that would have been payable to them as royalties hereunder as if Telix had made such sales, in each case including amounts received as damages calculated on concepts other than lost sales, after deduction of litigation costs and reasonable expenses. To the extent such recovery is insufficient to reimburse the Parties’ associated reasonable costs and expenses fully, then the recovery will be allocated between the Parties pro rata, based on each Party’s reasonable costs and expenses associated with such Protective Action.