Common use of Bi-Annual Intellectual Property Review Meetings Clause in Contracts

Bi-Annual Intellectual Property Review Meetings. The parties shall, at least twice a year or as otherwise may be necessary to resolve a Dispute, hold a review meeting at one of the party’s offices, or at such other place as is mutually agreed to by the parties, to review, with respect to the Licensed Intellectual Property: (i) summary of filing and grant information on new Licensed Patents (including, IDFs), maintenance and annuity decisions for the Licensed Patents, updates, decisions for foreign filings of Licensed Patents not decided prior to the Separation; (ii) abandonment of and/or transfer of ownership of or license rights in the Licensed Patents; (iii) litigation issues, including any updates or strategies on existing or proposed litigation, or implications of such existing or proposed litigation; (iv) interference, opposition, derivation, reexamination, reissue or other proceedings with the U.S. Patent and Trademark Office, or such other foreign intellectual property office as applicable; (v) patent marking requirements or any other Patent marking issues; (vi) Cadbury licensing provisions under Section 3.3(b); (vii) the disclosure to third parties of any of Confidential Information or Licensed Intellectual Property, including any Restricted Technologies and Know-How or any other Licensed Intellectual Property deemed sensitive by a party; (viii) any fees, costs and expenses associated with any of the above, including any true-up or reimbursement that may be required under this Agreement; and (ix) address such other issues as may be relevant at the time. Each party shall be responsible for all fees, costs and expenses with respect to its participation in such meetings. If the parties cannot resolve any outstanding issues at the meeting, then such issues shall be escalated first to the chief financial officer, and if not then resolved, the issue shall be escalated in accordance with the dispute resolution provisions of ARTICLE VII (Dispute Resolution) of the Separation Agreement, provided, however, that any Dispute relating to or arising out of a Restricted Technology shall be in accordance with Section 11.2(b).