IP Committee. The parties will also establish a committee (the “IP Committee”), reporting to the Operating Committee, that will be responsible for reviewing invention disclosures, patent filing decisions and Intellectual Property Rights ownership Intermolecular Confidential decisions resulting from activities under the CDP, including without limitation, determination of the Intellectual Property Rights, if any, in all Technology developed in the CDP. The IP Committee will meet on at least a calendar quarterly basis or as otherwise agreed to by the parties. The IP Committee shall consist of two (2) members from each party, one from its technical employee and the other one from its patent attorney, agent or IP staff member. All decisions of the IP Committee must be made by unanimous vote of the parties, with each party having a single vote. If there is disagreement among the parties regarding the existence or ownership of Intellectual Property Rights or Technology, the parties will escalate the dispute as appropriate within their respective organizations as promptly as possible for resolution; provided, however, that no party shall publicly disclose or otherwise publish any information, or otherwise jeopardize the opportunity to file a patent application, regarding an invention claimed by another party hereunder resulting from or relating to CDP activities during any period where the ownership of such claimed invention has not yet been determined. Each party agrees that it will not unreasonably delay or prolong resolution of any ownership, inventorship or other claim regarding the Technology or Intellectual Property Rights.
IP Committee. During the Term, each Party will keep the other Party informed through the IP Committee (or to the other Party, if the IP Committee is disbanded) as to material developments with respect to the Prosecution and Maintenance of Company Agreement Patents, Licensed Patents and Joint Agreement Patents for which such Party has responsibility for Prosecution and Maintenance pursuant to this Section 6.2, including by providing copies of any office actions or office action responses or other correspondence that such Party provides to or receives from any patent office, including notice of all interferences, reissues, re-examinations, or oppositions, and all patent-related filings within [***] after such receiving or filing such documents, and by providing the other Party the timely opportunity to have reasonable input into the strategic aspects of such Prosecution and Maintenance.
IP Committee. During the Term, each Party will keep the other Party informed through the IP Committee (or to the other Party, if the IP Committee is disbanded) as to material developments with respect to the Prosecution and Maintenance of XXXX Patents for which such Party has responsibility for Prosecution and Maintenance pursuant to this Section 7.1, including by providing copies of any office actions or office action responses or other correspondence that such Party provides to or receives from any patent office, including notice of all interferences, reissues, re-examinations, or oppositions, and all patent-related filings within [***] after such receiving or filing such documents, and by providing the other Party the timely opportunity to have reasonable input into the strategic aspects of such Prosecution and Maintenance.
IP Committee. The Parties will form a committee comprised of representatives of each Party with the requisite expertise in matters involving Patent Rights (the “IP Committee”), which will meet at least [**] (or such other frequency as the Parties mutually agree in writing) to discuss the strategy for, review, and oversee the prosecution, maintenance and enforcement of the AskGene Patent Rights.
IP Committee. The JSC shall establish an intellectual property subcommittee (the “IP Committee”) consisting of such number of representatives of each Party as may be mutually agreed by the Parties to oversee all matters relating to Intellectual Property Rights of the Parties arising in connection with this Agreement or any Activities. The IP Committee shall have no authority to bind GSK or Tempus, as applicable, and shall act in an advisory capacity to the JSC only.
IP Committee. The Parties agree that the IP Committee created pursuant to Section 5.3 of the Master Agreement (IP Committee) shall be responsible for overseeing and effecting the information sharing and consulting provisions under this Section 9.3.1.
IP Committee. The Parties shall establish a sub-committee of the JSC to provide a collaborative forum for the Parties to discuss intellectual property issues related to the Agreement (“IP Committee”), including [***].
IP Committee. Within [***] after the Effective Date, the Parties will form a committee (the “IP Committee”), composed of [***]. The IP Committee will meet in person or by means of telephone or video conference at least [***] each Calendar Quarter during the Term. Each Party may replace its representatives on the IP Committee at any time by providing notice in writing to the other Party. The IP Committee will have no decision-making authority, but will act as a discussion forum between the Parties. In addition, each Party may invite a reasonable number of additional subject matter experts or relevant personnel of such Party to participate in discussions and meetings of the IP Committee. Each Party’s representatives on the IP Committee and all other individuals attending or participating in discussions and meetings of the IP Committee on behalf of a Party will be bound under written confidentiality and non-use obligations with respect to information disclosed at such meeting that are no less restrictive than the provision of ARTICLE 12.
IP Committee. The Parties agree to form an IP Committee (the “IPC”) within sixty (60) days from the Effective Date consisting of one (1) representative from each of Licensor and Licensee and (1) representative with expertise in intellectual property matters mutually agreed upon by the Parties which Independent Member shall serve until either (i) his resignation from the IPC or (ii) if he is removed by unanimous vote of the other members of the IPC. Each Party may replace its IPC representative with another representative of such Party at any time upon prior written notice to the other Party. The IPC shall meet with such frequency as determined by the Parties as reasonably necessary for the IPC’s performance of its obligations hereunder but not less frequently than once per calendar quarter. Meetings can be held either in person or telephonically or as otherwise agreed to by the Parties. All meetings of the IPC shall be chaired by a Chairperson who is elected or reelected annually from among and by a majority vote of the members of the IPC. The IPC shall have the authority and responsibility to make, and the Parties hereby agree to abide by, all decisions relating to (i) the preparation, filing, prosecution, maintenance and enforcement of all Licensor IP Rights relating to the Field, as well as the selection of counsel to implement such decisions, and the relative portions of the costs thereof to be paid by each Party, (ii) whether Licensor Technology is primarily directed to the Field and (iii) whether any of the Licensor Technology which is primarily directed to the Field should be assigned by Licensor to Licensee subsequent to the Effective Date . The IPC shall endeavor to decide all matters by consensus with each Party having one vote. If the Parties fail to reach consensus with respect to any matter over which the IPC has authority and responsibility then the decision shall be made by a majority of the members of the IPC; provided however that in no event shall the IPC decide a matter in a manner that is contrary to the express terms of this Agreement.
IP Committee. The Parties shall form an IP Committee (the “IPC”) to oversee and manage (i) the initial evaluation of Intellectual Property Rights with respect to activities under the Project Plan and (ii) the prosecution and enforcement matters and activities the Parties jointly conduct under Section 5 below. The IPC shall be composed of two (2) representative(s) from each of T2 Bio and Canon (unless otherwise agreed by the Parties). The initial representatives of each Party on the IPC will be specified in the Project Plan. Either Party may, upon written notice to the other Party, change its representative(s) to the IPC. Upon initiation of a clinical trial with respect to the Developed Product the IPC shall be disbanded and the parties shall each appoint a representative to coordinate and manage Jointly Developed IP.
