Common use of First Right Clause in Contracts

First Right. Prior to the exercise of the Option with respect to a Collaboration Program, Denali shall have the sole right to prosecute any Product Infringement or Post-Grant Proceeding arising in connection with the prosecution of any Product Infringement. Following exercise of the Option with respect to a Collaboration Program, the Enforcing Party shall have the first right, but not the obligation, to prosecute any Product Infringement or Post-Grant Proceeding arising in connection with the prosecution of such Product Infringement, including the defense of the validity and enforceability of any such Patent that is the subject of such Product Infringement (the “Prosecuted Infringements”). For any particular Collaboration Program in any particular territory subject to the first sentence of this Section 9.3.2(b), the Party that is the Commercial Lead for such Collaboration Program in such territory shall have the first right to be the Enforcing Party with respect to prosecution of all Product Infringement with respect to (i) [***] and (ii) [***], in each case, pertaining to an Optioned Biologic or Option Product within such Collaboration Program in such territory. Subject to Section 9.3.2(c), Takeda shall have the sole right to be the Enforcing Party with respect to the prosecution of all Product Infringement with respect to [***]. Denali shall have the sole right to be the Enforcing Party with respect to the prosecution of all Product Infringement with respect to [***], unless such [***] is (x) a [***] or (y) [***].