Common use of Right to Bring an Offensive Infringement Action Clause in Contracts

Right to Bring an Offensive Infringement Action. Lxxxx shall have the initial right, but not the obligation, to commence, undertake or prosecute any Offensive Licensed Patent Infringement Action or, subject to Section 11.4(a)(vii), negotiate or enter into any settlement or voluntary disposition of an Offensive Licensed Patent Infringement Action. If Lxxxx has not exercised its first right to commence, undertake or prosecute an Offensive Licensed Patent Infringement Action with respect to any Licensed Patent Infringement within [**] of receipt of notice from Telix of the applicable Licensed Patent Infringement, Telix may, by written notice to Lilly, commence, undertake or prosecute such action (either such Party who commences, undertakes or prosecutes such action or defense in accordance with this subsection (ii), the “Licensed Patent Commencing Party”). At the Licensed Patent Commencing Party’s request, the non-Licensed Patent Commencing Party shall provide the Licensed Patent Commencing Party with all relevant documentation (as may be requested by the Licensed Patent Commencing Party) evidencing that the Licensed Patent Commencing Party is validly empowered by the non-Licensed Patent Commencing Party to initiate an Offensive Licensed Patent Infringement Action. The non-Licensed Patent Commencing Party shall join the Licensed Patent Commencing Party in its Offensive Licensed Patent Infringement Action if the Licensed Patent Commencing Party reasonably determines that this is necessary to demonstrate “standing to sue”, at the Licensed Patent Commencing Party’s cost and expense. The Licensed Patent Commencing Party shall have the sole and exclusive right to select counsel for any suit initiated by it pursuant to this Section 11.4(a)(ii) (but not the non- Licensed Patent Commencing Party’s counsel).