Common use of Joint Collaboration Inventions Clause in Contracts

Joint Collaboration Inventions. With respect to Joint Collaboration Inventions, Merck shall have the first right to file patent applications for Joint Collaboration Inventions (in the name of both Merck and Chimerix) and thereafter prosecute and maintain Patent Rights for such Joint Collaboration Inventions. In connection therewith, Chimerix shall execute such documents and perform such ministerial acts as may be reasonably necessary for Merck to continue such prosecution or maintenance of Patent Rights claiming such Joint Collaboration Invention. Any and all of the expenses and costs incurred by Merck with respect to the filing of patent applications for, and the prosecution and maintenance of Patent Rights for, Joint Collaboration Inventions, shall be shared equally by the Parties. With respect to Patent Rights for a given Joint Collaboration Invention, Merck (i) may elect not to file, (ii) may elect not to file in a particular country (including electing not to validate in a particular country) and/or (iii) may elect not to maintain in a particular country; and in any such case, Merck shall provide Chimerix with at least thirty (30) days prior notice and Chimerix shall have the right, at its sole expense, to assume responsibility for such Patent Rights for such Joint Collaboration Invention (in the name of both Merck and Chimerix), including thereafter prosecuting, maintaining, and validating Patent Rights for such Joint Collaboration Invention to the extent Merck has elected not to do so (and Merck shall have no further obligations in connection therewith).