Common use of First Right with Respect to Chimerix Patent Rights Clause in Contracts

First Right with Respect to Chimerix Patent Rights. Chimerix shall, within ten (10) days of learning of such event, inform Merck of any request for, or filing or declaration of, any interference, opposition, invalidation, reissue or reexamination relating to Chimerix Patent Rights. With respect to any request for, or filing or declaration of, any interference, opposition, invalidation, reissue or reexamination relating to the Chimerix Patent Rights, Chimerix shall have the first right (in its discretion) to initiate, prosecute and/or respond, to such action or proceeding; provided that Chimerix shall consult with Merck with respect to any such action or proceeding and shall consider Merck’s positions in good faith. In the event that Chimerix elects to initiate, prosecute and/or respond to any interference, opposition, invalidation, reexamination, or reissue proceeding relating to any Chimerix Patent Rights, the expenses thereof shall be borne solely by Chimerix. Subject to the rights of UC under the UC License with respect to the Chimerix/UC Patent Rights, Chimerix shall not settle any interference, opposition, invalidation, reissue or reexamination action or proceeding relating to any Chimerix Patent Rights (or otherwise initiate any interference, opposition, invalidation, reissue or reexamination action or proceeding relating to any Chimerix Patent Rights) without the prior written consent of Merck, which consent shall not be unreasonably withheld, and Merck shall have the right to review and approve any submission to be made in connection with such proceeding, such approval not to be unreasonably withheld.