Common use of Patent Certification Clause in Contracts

Patent Certification. Chimerix shall inform Merck of any certification regarding any Chimerix Patent Rights it has received pursuant to either 21 U.S.C. §§355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV) or its successor provisions, or any similar provisions in a country in the Territory, and Chimerix shall provide Merck with a copy of such certification within five (5) days of receipt. Chimerix’s and Merck’s rights with respect to the initiation and prosecution of any legal action as a result of such certification or any recovery obtained as a result of such legal action shall be as defined in Sections 7.5.1 through 7.5.6 hereof; provided, however, that Merck may exercise its first right to initiate and prosecute any action (in accordance with Section 7.5.2) and shall inform Chimerix of such decision within ten (10) days of Chimerix’s receipt of the certification, after which time Chimerix shall have the right to initiate and prosecute such action; and provided, further, that if such certification pertains to any of the Chimerix/UC Patent Rights, then the foregoing five (5)-day and ten (10)-day notification periods shall be reduced to two (2) days and five (5) days, respectively, in order to permit Chimerix to comply with its notification obligations under the UC License. Regardless of which Party has the right to initiate and prosecute such action, both Parties shall, as soon as practicable after receiving notice of such certification, convene and consult with each other regarding the appropriate course of conduct for such action. The non-initiating Party shall have the right to be kept fully informed and participate in decisions regarding the appropriate course of conduct for such action, and the right to join and participate in such action.