Joint Patent Committee. The Parties shall establish a joint patent committee, or JPC, [***] after the Closing date, but in no event later than [***] thereafter. The JPC shall be comprised of representatives of both Parties (who may be replaced at any time by providing written notice thereof) and which will have overall responsibility for developing a strategy to protect Collaboration Technology and to develop and coordinate strategy with respect to the preparation, filing, maintenance and prosecution of [***], and to discuss strategies related to the enforcement and defence of [***] To this end, each Party will supply or make available on request to all members of the JPC [***]. A [***] representative to the JPC shall serve as the chairperson of the JPC. The Parties shall establish the timing and agenda for all JPC meetings by mutual consent and shall send notice of such meetings, including the agenda therefor, to all JPC members; provided, however, either Party may request that specific items be included in the agenda and may request that additional meetings be scheduled as needed. The first JPC meeting shall be held at [***] offices. Thereafter, the location of regularly scheduled JPC meetings shall alternate between the offices of the Parties, unless otherwise agreed. Meetings may be held telephonically or by video conference. Each Party will bear its own costs associated with holding and attending JPC meetings. A quorum of at least [***] the JPC members appointed by each Party shall be present at or shall otherwise participate in each JPC meeting. The Party hosting any JPC meeting shall appoint one (1) person (who need not be a member of the JPC) to record the minutes of the meeting in writing. Such minutes shall be circulated to the Parties promptly following the meeting for review, comment and approval. If no comments are received within [***] days of the minutes’ receipt by a Party, unless otherwise agreed, they shall be deemed to be approved by such Party. The JPC shall meet [***] times per Calendar Year, or as otherwise agreed by the Parties. All decisions of the JPC will be made by consensus between the representatives of both Parties but in the event the Parties cannot agree, the dispute will be finally resolved in accordance with Clause 25.3(B) but subject always to Clauses 10.5 and 10.10.
Appears in 2 contracts
Samples: Co Development and Collaboration Agreement (Genmab a/S), Co Development and Collaboration Agreement (Genmab a/S)
Joint Patent Committee. The Parties shall establish Upon Gilead’s request, Xxxxx and Gilead will form a joint patent committee, or committee (the “JPC, ”) to provide oversight and to facilitate information sharing between the Parties with respect to the Prosecution and Maintenance and enforcement of [***] as provided hereunder. The JPC will be comprised of [***] representatives of each Party, with each representative having knowledge and expertise in Patent portfolio management and licensing matters. Each Party may replace any of its JPC representatives at any time upon written notice to the other Party, which notice may be given by e-mail. Promptly after the Closing dateEffective Date, the Parties shall negotiate a community of interest agreement to permit the sharing of information protected under applicable doctrines of privilege and confidentiality. Each JPC representative will be subject to confidentiality obligations no less stringent than those set forth in Article 8 and those privileges and confidentiality subject to the community of interest agreement. The JPC shall continue to exist [***] or such earlier date as may be established by mutual agreement of the Parties.
(a) The JPC will be an advisory committee to the Parties and shall make recommendations by consensus (or by unanimous written consent), with the representatives from 301144389 v2 each Party having, collectively, one (1) vote on behalf of that Party for purposes of making such recommendations. The JPC will not have any decision-making authority. The JPC will generally serve as a venue for the Parties to review and discuss, and shall make recommendations with respect to, strategies for Prosecuting, Maintaining and enforcing [***] and such other matters as the Parties may agree to review and discuss via the JPC from time to time, including (without limiting Merus’s obligations under Section 7.3(a)) discussing, for the [***].
(a) The JPC will hold meetings as necessary to carry out its duties, but in any event no event less frequently than on a Calendar Quarterly basis. No later than [***] thereafter. The JPC shall be comprised of representatives of both Parties (who may be replaced at prior to any time by providing written notice thereof) and which will have overall responsibility for developing a strategy to protect Collaboration Technology and to develop and coordinate strategy with respect to the preparation, filing, maintenance and prosecution of [***], and to discuss strategies related to the enforcement and defence of [***] To this end, each Party will supply or make available on request to all members meeting of the JPC [***](or such shorter time period as the Parties may agree), the chairperson will prepare and circulate an agenda for such meeting. A [***] representative to Either Party may also call a special meeting of the JPC shall serve as the chairperson of the JPC. The Parties shall establish the timing and agenda for all JPC meetings by mutual consent and shall send notice of such meetings, including the agenda therefor, to all JPC members; provided, however, either Party may request that specific items be included in the agenda and may request that additional meetings be scheduled as needed. The first JPC meeting shall be held at [***] offices. Thereafter, the location of regularly scheduled JPC meetings shall alternate between the offices of the Parties, unless otherwise agreed. Meetings may be held telephonically or by video conference. Each Party will bear its own costs associated with holding and attending JPC meetings. A quorum of providing at least [***] prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will provide the members of the JPC members appointed by each Party shall be present at or shall otherwise participate in each JPC meeting. The Party hosting any JPC meeting shall appoint one (1) person (who need not be a member of the JPC) to record the minutes of the meeting in writing. Such minutes shall be circulated to the Parties promptly following the meeting for review, comment and approval. If no comments are received within later than [***] days of prior to the minutes’ receipt by a Party, unless otherwise agreed, they shall be deemed special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision on the matters to be approved by such Partyconsidered. The JPC shall may meet [***] times per Calendar Yearin person or by audio or video conference as its representatives may mutually agree. Other representatives of the Parties, or as otherwise agreed their Affiliates and Third Parties with relevant experience involved with the Candidates, Derivatives and Products may be invited by the Parties. All decisions members of the JPC will to attend meetings as observers, with the other Party’s consent, not to be made by consensus between the representatives of both Parties but unreasonably withheld; provided, however, that all such individuals are subject to confidentiality obligations no less stringent than those set forth in the event the Parties cannot agree, the dispute will be finally resolved in accordance with Clause 25.3(B) but subject always to Clauses 10.5 and 10.10Article 8.
Appears in 1 contract
Samples: Collaboration, Option and License Agreement (Merus N.V.)
Joint Patent Committee. The Parties shall establish a joint patent committee, or JPC, [***] 3.8.1 Promptly after the Closing dateestablishment of the JRC, but (and in no any event later than within [***] thereafter. The JPC ), the JRC shall be comprised establish a Joint Patent Committee (the "JPC") to oversee, discuss, agree and make recommendations to the Parties on Intellectual Property related matters including:
(a) identifying the ownership or inventorship of representatives any Collaboration IP in accordance with Clause 8.1.2 by mutual agreement between the Parties;
(b) to the extent necessary, the conduct of both Parties (who appropriate due diligence in relation to the introduction of Intellectual Property which is owned by a Third Party and an assessment as to the payment terms which may be replaced at any time triggered by providing written notice thereofthe use of such Intellectual Property;
(c) upon the request of Bayer, and which will have overall responsibility for developing a strategy subject to protect Collaboration Technology Clause 2.2.3, discuss [***]; and
(d) overseeing, reviewing and to develop and coordinate strategy with respect to coordinating the preparation, filing, prosecution and maintenance of Patents pursuant to and prosecution of in accordance with Clause 8.3. 289122840 v2 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], and to discuss strategies related to the enforcement and defence HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
3.8.2 The JPC shall comprise of [***] To this endpatent attorneys or patent representatives with [***] from each of BicycleTx and Bayer, each and such representatives may be a Third Party will supply acting on behalf of Bayer or make available on request to all members BicycleTx, as applicable. Other representatives of the Parties and their Affiliates may attend meetings of the JPC, by mutual consent, as non-voting observers, subject to any participants who are not employees of either Party or their Affiliates being bound by written obligations of non-use and confidentiality no less stringent that those set forth in Clause 9. The JPC shall hold meetings (by way of an audio or video call or in person as the Parties may mutually agree) at such times as the JPC determines but, unless otherwise agreed between the patent representatives, in no event less than [***]. A , approximately [***] representative to the JPC shall serve as the chairperson of the JPC. The Parties shall establish the timing and agenda for all JPC meetings by mutual consent and shall send notice of such meetings, including the agenda therefor, to all JPC members; provided, however, either Party may request that specific items be included in the agenda and may request that additional meetings be scheduled as needed. The first JPC meeting shall be held at every [***] offices. Thereafterduring the Research Term and until such time as the BicycleTx Bicycle Patents, the location of regularly scheduled JPC meetings shall alternate Development Candidate Patents and the Joint Collaboration Patents proceed to grant or as otherwise agreed upon between the offices JPC members. No action or vote taken at a JPC meeting shall be effective unless a representative of the Parties, unless otherwise agreedeach Party is present. Meetings may be held telephonically or by video conference. Each Neither Party will bear its own costs associated with holding and attending JPC meetings. A quorum shall unreasonably withhold attendance of at least [***] representative of such Party at any meeting of the JPC members appointed by each JPC. Each Party shall be present at or shall otherwise participate in each JPC meeting. The Party hosting any JPC meeting shall appoint one (1) person (who need not be a member responsible for its own costs associated with meetings of the JPC) . The JPC shall not have authority to record the minutes amend or alter any provision of this Agreement. Decisions of the meeting in writing. Such minutes JPC shall be circulated to the Parties promptly following the meeting for review, comment and approval. If no comments are received within made by [***] days of the minutes’ receipt by a Party], unless otherwise agreed, they shall be deemed to be approved by such Party. The JPC shall meet provided that [***] times per Calendar Year]. Otherwise, or as otherwise agreed by the Parties. All decisions of the JPC will be made by consensus between the representatives of both Parties but in the event the Parties a unanimous decision cannot agreebe reached on any issue, the dispute will be finally resolved in accordance with claim, or matter, either Party may submit such Dispute to resolution pursuant to Clause 25.3(B) but subject always to Clauses 10.5 and 10.1013.513.5.
Appears in 1 contract
Samples: Collaboration and License Agreement (BICYCLE THERAPEUTICS PLC)