Common use of Distribution of Amounts Recovered Clause in Contracts

Distribution of Amounts Recovered. Any amounts recovered by the Joint Commencing Party or Joint Defending Party pursuant to this Section 11.4(c), whether by settlement or judgment, shall be allocated in the following order: (1) to reimburse the non-Joint Commencing Party or non-Joint Defending Party, as applicable, for any reasonable costs incurred in connection with an Offensive Joint New Patent Infringement Action or Defensive Joint New Patent Action; (2) to reimburse the Joint Commencing Party or Joint Defending Party, as applicable, for its reasonable costs incurred in connection with such Offensive Joint New Patent Infringement Action or Defensive Joint New Patent Action; (3) if Lilly (or any Affiliate thereof) has exercised its Option and is the Joint Commencing Party or Joint Defending Party, as applicable, the remaining amount of such recovery to the extent received with respect to an infringement or defense of Lxxxx’x rights under Joint New Patents with respect to Companion Diagnostics (including such rights granted under Section 3.4(b)) shall be allocated as follows: [**] percent ([**]%) of such recovery shall be retained by Lilly and [**] percent ([**]%) of such recovery shall be paid to Telix; (4) if Lilly (or any Affiliate thereof) has exercised its Option and Telix (or any Affiliate thereof) is the Joint Commencing Party or Joint Defending Party, as applicable, the remaining amount of such recovery to the extent received with respect to an infringement or defense of Lxxxx’x rights under Joint New Patents with respect to Companion Diagnostics (including such rights granted under Section 3.4(b)) shall be allocated as follows: [**] percent ([**]%) of such recovery shall be retained by Telix and [**] percent ([**]%) of such recovery shall be paid to Lilly; (5) if Telix (or any Affiliate thereof) is the Joint Commencing Party or Joint Defending Party, the remaining amount of such recovery to the extent received with respect to Telix’s rights under Joint New Patents with respect to Licensed Products, and, if Lxxxx has exercised its Option, not received with respect to Lxxxx’x rights under Joint New Patents with respect to Companion Diagnostics (including such rights granted under Section 3.4(b)), shall be allocated as follows: [**] percent ([**]%) of such recovery shall be retained by Telix, [**] percent ([**]%) of such recovery shall be paid to Lilly; and (6) the remaining amount of any such recovery received with respect to any Offensive Joint New Patent Infringement Action or Defensive Joint New Patent Action shall be allocated as follows: a. if Telix (or any Affiliate thereof) is the Joint Commencing Party or Joint Defending Party, as applicable, the remaining amount of such recovery received with respect to the Joint New Patent Rights shall be allocated [**] percent ([**]%) to Telix and [**] percent ([**]%) to Lilly; and b. if Lilly (or any Affiliate thereof) is the Joint Commencing Party or Joint Defending Party, as applicable, the remaining amount of such recovery received with respect to the Joint New Patent Rights shall be allocated [**] percent ([**]%) to Lilly and [**] percent ([**]%) to Lilly.

Distribution of Amounts Recovered. Any amounts recovered by the Joint Commencing Party Telix or Joint Defending Party pursuant an Affiliate thereof with respect to this Section 11.4(c)any Telix Patent Infringement, whether by settlement or judgment, shall be allocated in the following order: (1) to reimburse the non-Joint Telix Commencing Party or non-Joint Telix Defending Party, as applicablerespectively, for its costs incurred in connection with such Offensive Telix Patent Action or Defensive Telix Patent Action, respectively; (2) to reimburse the Party that is not the Telix Commencing Party or Telix Defending Party, respectively, for any reasonable costs incurred in connection with assisting the Telix Commencing Party or Telix Defending Party, respectively, as requested thereby, with respect to an Offensive Joint New Telix Patent Infringement Action or Defensive Joint New Telix Patent Action; (2) to reimburse the Joint Commencing Party or Joint Defending Party, as applicable, for its reasonable costs incurred in connection with such Offensive Joint New Patent Infringement Action or Defensive Joint New Patent Actionrespectively; (3) if Lilly (or any Affiliate thereof) has exercised its Option and is the Joint Commencing Party or Joint Defending Party, as applicable, the remaining amount of such recovery to the extent received with respect to an infringement or defense of Lxxxx’x rights under Joint New Patents any Telix Patent Infringement, and, if Lxxxx has exercised its Option, not received with respect to any infringement of any Telix Patents or Telix Radiodiagnostic Patents (other than Joint New Patents) with respect to any Companion Diagnostics (including such rights granted under Section 3.4(b)) Diagnostic, shall be allocated as follows: [**] percent ([**]%) of such recovery shall be retained by Lilly and [**] percent ([**]%) of such recovery shall be paid to Telix; (4) if Lilly (or any Affiliate thereof) has exercised its Option and Telix (or any Affiliate thereof) is the Joint Commencing Party or Joint Defending Party, as applicable, the remaining amount of such recovery to the extent received with respect to an infringement or defense of Lxxxx’x rights under Joint New Patents with respect to Companion Diagnostics (including such rights granted under Section 3.4(b)) shall be allocated as follows: follows [**] percent ([**]%) of such recovery shall be retained by Telix and (or the applicable Telix Related Party), [**] percent ([**]%) of such recovery shall be paid to Lilly; (54) if Telix (or any Affiliate thereof) is the Joint Commencing Party or Joint Defending Party, the remaining amount of such recovery to the extent received with respect to Telix’s rights under Joint New Patents any Telix Patent Infringement with respect to Licensed Products, andany Companion Diagnostic shall, if Lxxxx has exercised its Option, not received with respect to Lxxxx’x rights under Joint New Patents with respect to Companion Diagnostics (including such rights granted under Section 3.4(b)), shall be allocated as follows: : a. if Lilly is the Telix Commencing Party, [**] percent ([**]%) of such recovery shall be retained by Lxxxx (or the applicable Lilly Related Party) and [**] percent ([**]%) of such recovery shall be paid to Telix; and b. if Telix is the Telix Commencing Party, [**] percent ([**]%) of such recovery shall be retained by Telix (or the applicable Telix Related Party) and [**] percent ([**]%) of such recovery shall be paid to Lilly; and (65) the remaining amount of any such recovery received with respect to any Offensive Joint New Patent Infringement Action or Defensive Joint New Patent Action shall be allocated as follows: a. if Telix (or any Affiliate thereof) is the Joint Commencing Party or Joint Defending Party, as applicable, the remaining amount of such recovery received with respect to the Telix Patents or Telix Radiodiagnostic Patents (other than Joint New Patent Rights Patents) shall be allocated [**] percent ([**]%) to Telix and [**] percent ([**]%) to Lilly; and b. if Lilly (or any Affiliate thereof) is the Joint Commencing Party or Joint Defending Party, as applicable, the remaining amount of such recovery received with respect to the Joint New Patent Rights shall be allocated [**] percent ([**]%) to Lilly and [**] percent ([**]%) to Lillyretained by Telix.

Distribution of Amounts Recovered. Any amounts recovered by the Joint Licensed Patent Commencing Party or Joint Licensed Patent Defending Party pursuant to this Section 11.4(c11.4(a), whether by settlement or judgment, shall be allocated in the following order: (1) to reimburse the non-Joint Licensed Patent Commencing Party or non-Joint Licensed Patent Defending Party, as applicable, for its reasonable costs incurred in connection with such Offensive Licensed Patent Infringement Action or Defensive Licensed Patent Action; (2) to reimburse the Licensed Patent Commencing Party or Licensed Patent Defending Party, as applicable, for any reasonable costs incurred in connection with an Offensive Joint New Licensed Patent Infringement Action or Defensive Joint New Patent Action; (2) to reimburse the Joint Commencing Party or Joint Defending Party, as applicable, for its reasonable costs incurred in connection with such Offensive Joint New Patent Infringement Action or Defensive Joint New Licensed Patent Action; (3) if Lilly Lxxxx (or any Affiliate thereof) has exercised its Option and is the Joint Licensed Patent Commencing Party or Joint Licensed Patent Defending Party, as applicable, the remaining amount of such recovery to the extent received with respect to an any infringement or defense of Lxxxx’x Telix’s exclusive rights under to Licensed Patents (other than Joint New Patents Patents) under Section 3.1, and, if Lxxxx has exercised its Option, not received with respect to any infringement of any Licensed Patents (other than Joint New Patents) with respect to any Companion Diagnostics (including such rights granted under Section 3.4(b)) Diagnostic, shall be allocated as follows: follows [**] percent ([**]%) of such recovery shall be retained by Lilly Lxxxx and [**] percent ([**]%) of such recovery shall be paid to Telix; (4) if Lilly (or any Affiliate thereof) has exercised its Option and Telix (or any Affiliate thereof) is the Joint Licensed Patent Commencing Party or Joint Defending Party, as applicable, the remaining amount of such recovery to the extent received with respect to an infringement or defense of Lxxxx’x rights under Joint New Patents with respect to Companion Diagnostics (including such rights granted under Section 3.4(b)) shall be allocated as follows: [**] percent ([**]%) of such recovery shall be retained by Telix and [**] percent ([**]%) of such recovery shall be paid to Lilly; (5) if Telix (or any Affiliate thereof) is the Joint Commencing Party or Joint Defending Party, the remaining amount of such recovery to the extent received with respect to Telix’s rights under Joint New Patents with respect to Licensed Products, and, if Lxxxx has exercised its Option, not received with respect to Lxxxx’x rights under Joint New Patents with respect to Companion Diagnostics (including such rights granted under Section 3.4(b)), shall be allocated as follows: [**] percent ([**]%) of such recovery shall be retained by Telix, [**] percent ([**]%) of such recovery shall be paid to Lilly; and (6) the remaining amount of any such recovery received with respect to any Offensive Joint New Patent Infringement Action or Defensive Joint New Patent Action shall be allocated as follows: a. if Telix (or any Affiliate thereof) is the Joint Commencing Party or Joint Defending Party, as applicable, the remaining amount of such recovery received with respect to the any infringement of Telix’s exclusive rights to Licensed Patents (other than Joint New Patent Rights Patents) under Section 3.1, and, if Lxxxx has exercised its Option, not received with respect to any infringement of any Licensed Patents (other than Joint New Patents) with respect to any Companion Diagnostic shall be allocated [**] percent ([**]%) to Telix and [**] percent ([**]%) to Lilly; and b. if Lilly (or any Affiliate thereof5) is the Joint Commencing Party or Joint Defending Party, as applicable, the remaining amount of any such recovery that is (i) received with respect to the any infringement of Licensed Patents (other than Joint New Patent Rights Patents) that is not an infringement of Telix’s exclusive rights thereto under Section 3.1 or (ii) received with respect to any infringement of any Licensed Patents (other than Joint New Patents) with respect to any Companion Diagnostic following Lxxx’s exercise of its Option shall be allocated [**] percent ([**]%) to Lilly and [**] percent ([**]%) to Lillyretained by Lxxxx.