Common use of Lilly Option Exercise Clause in Contracts

Lilly Option Exercise. If Lilly exercises its Option, Lxxxx shall have the first right, but not the obligation, to commence, undertake or prosecute any Offensive Joint New Patent Infringement Action or, subject to Section 11.4(c)(v), negotiate or enter into any settlement or voluntary disposition of an Offensive Joint New Patent Infringement Action, with respect to, in either case, infringement of the exclusive rights with respect to Companion Diagnostics granted under Section 3.4(b). At Lxxxx’x request, Telix shall provide Lilly with all relevant documentation (as may be requested by Lxxxx) evidencing that Lxxxx is validly empowered to initiate an Offensive Joint New Patent Infringement Action. Telix shall join Lilly in its such Offensive Joint New Patent Infringement Action if Lxxxx reasonably determines that this is necessary to demonstrate “standing to sue”, at Lxxxx’x cost and expense. Lxxxx shall have the sole and exclusive right to select counsel for any suit initiated by it pursuant to this Section 11.4(b)(iii)(2). If Lxxxx has not exercised its first right to commence, undertake or prosecute such an Offensive Joint New Patent Infringement Action within [**] of receipt of notice from Telix of the applicable Joint New Patent Infringement, Telix may, by written notice to Lxxxx, commence, undertake or prosecute such action to the extent to which it directly relates to a Joint New Patent Infringement.