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 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 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 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 10.3.
IP Committee. Within [***] days after the Effective Date, the Parties shall establish a joint IP committee by each Party designating one of its representatives as a member of such committee ("IP Committee"). Each member shall have the appropriate background and expertise to contribute to the IP Committee. Each Party may change its representative on the IP Committee from time to time by notice to the other Party. The IP Committee shall meet as often as the IP Committee shall decide and shall act as a forum for discussing matters relating to clauses 7.1-7.4 above. The members of the IP Committee may decide to refer matters on which they cannot agree to the JSC for discussion and resolution.
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.
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. Within [**] after the Effective Date, the Parties will form an intellectual property committee (the “IP Committee”), composed of an equal number of representatives from each Party having relevant expertise, to (a) coordinate the Prosecution and Maintenance and enforcement of Company Agreement Patents, Company System Patents, Licensed Patents and Joint Agreement Patents and (b) subject to confidentiality obligations to Third Parties undertaken by Company in good faith and not in an attempt to subvert this clause (b), discuss (i) any agreement that is material to the rights and licenses granted to Vertex under this Agreement and for which Company is contemplating entering into that would constitute a New Company Agreement if executed and (ii) any Patents or Know-How covered by any such contemplated New Company Agreement that would constitute New In-Licensed Technology if such contemplated New Company Agreement is executed. If any such Patents or Know-How specifically relate to a Company Gene Editing System or Company Delivery System that is the subject of Research Activities or that is included in a Licensed Agent contained in a Product with respect to which the Product Advancement Date has occurred, then Company shall use reasonable efforts to obtain from the applicable Third Party the right to discuss with Vertex under the foregoing clauses (b)(i) and (b)(ii) such Patents and Know-How, and any contemplated New Company Agreement with respect thereto. The IP Committee will meet in person or by means of telephone or video conference at least [**] during the Term or as the IP Committee may otherwise agree. 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 forum for discussion between the Parties with respect to matters relating to the ownership, prosecution and enforcement of Patents pursuant to this Agreement. 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 restricti...
