Common use of Collaboration Inventions Clause in Contracts

Collaboration Inventions. The entire right, title and interest in: (a) ALNYLAM Technology Collaboration Inventions and ALNYLAM Therapeutic Collaboration Inventions shall be owned solely by ALNYLAM; (b) MERCK Technology Collaboration Inventions and MERCK Therapeutic Collaboration Inventions shall be owned solely by MERCK; (c) Joint Collaboration Inventions shall be owned jointly by ALNYLAM and MERCK; and (d) In the event MERCK, solely or jointly with ALNYLAM, makes any discovery, improvement, or Invention with respect to a Therapeutic Collaboration Product after receiving the Opt-In Information for such Therapeutic Collaboration Product, and prior to the earlier of ALNYLAM's opt-out pursuant to Section 2.14.3.3.1 or the execution of a Therapeutic Collaboration Agreement or an ALNYLAM Product Agreement or a MERCK Product Agreement or the expiration or termination of the Therapeutic Collaboration Term, then MERCK shall assign the same to ALNYLAM and it shall be an "ALNYLAM-ASSIGNED THERAPEUTIC COLLABORATION INVENTION" and shall be included within the definition of an ALNYLAM Therapeutic Collaboration Invention. In the event ALNYLAM, solely or jointly with MERCK, makes any discovery, improvement, or Invention with respect to a MERCK Non-Druggable Target after receiving the Initial MERCK Non-Druggable Target Information for such MERCK Non-Druggable Target, and prior to its election either: (i) to select such MERCK Non-Druggable Target as a MERCK RNAi Novel Target or (ii) to decline to do so and ALNYLAM's return to MERCK of all information and materials relating to the MERCK Non-Druggable Target (as provided in Section 2.14.2), then ALNYLAM shall assign the same to MERCK and it shall be a "MERCK-ASSIGNED THERAPEUTIC COLLABORATION INVENTION" and shall be included within the definition of a MERCK Therapeutic Collaboration Invention. ALNYLAM shall promptly disclose to MERCK the development, making, conception or reduction to practice of ALNYLAM Technology Collaboration Inventions and Joint Collaboration Inventions and MERCK shall promptly disclose to ALNYLAM the development, making, conception or reduction to practice of MERCK Technology Collaboration Inventions and Joint Collaboration Inventions.