Common use of Lxxxx’x Rights Clause in Contracts

Lxxxx’x Rights. If Lilly exercises its Option, Lxxxx shall have the first right, but not the obligation, to commence, undertake or prosecute any Offensive Telix Patent Action or, subject to Section 11.4(b)(viii), negotiate or enter into any settlement or voluntary disposition of an Offensive Telix Patent 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 Lxxxx with all relevant documentation (as may be requested by Lxxxx) evidencing that Lxxxx is validly empowered to initiate an Offensive Lilly Patent Action. Telix shall join Lilly in its such Offensive Lilly 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 Telix Patent Action within [**] of receipt of notice from Telix of the applicable Telix 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 Telix Patent Infringement of a Telix Patent or Telix Radiodiagnostic Patent (either such Party who commences, undertakes or prosecutes an Offensive Telix Patent Action under Section 11.4(b)(iii)(l) or this Section 11.4(b)(iii)(2), the “Telix Commencing Party”).