Common use of Rights to Enforce Clause in Contracts

Rights to Enforce. Clearside shall have the sole and exclusive right (but not obligation) to initiate an infringement or other appropriate suit anywhere in the world against any Third Party who at any time has infringed or misappropriated, or is suspected of infringing or misappropriating, any Licensed IP or Sublicensed IP in the Field, subject to Aura’s rights below. Clearside will consider in good faith any request from Aura to initiate an infringement or other appropriate suit against any Third Party with respect to matters described in Section 9.4.1 occurring in the Territory in the Field; provided, however, that Clearside shall not be required to initiate any such suit. In the event that Clearside does not promptly initiate and diligently prosecute such a suit reasonably requested by Aura within three (3) months of the request, then, subject to the Emory/GTRC License Agreement: (a) if Aura is the only exclusive licensee of such Licensed IP or Sublicensed IP, Aura shall have the right, at its expense, to initiate and conduct such suit in the Territory, subject, as applicable to the terms of any Clearside In-License; or (b) if Aura is not the only exclusive licensee of such Licensed IP or Sublicensed IP, Aura and the other exclusive licensees shall negotiate in good faith regarding the initiation and conduct of such suit in the Territory and the allocation of such expenses among such exclusive licensees, subject, as applicable to the terms of any Clearside In-License.