Common use of Patent Committee Clause in Contracts

Patent Committee. Within the first [***] months following the Effective Date, the Parties will establish a patent committee (the “Patent Committee”), comprised of at least one (1) representative of BioNTech and at least one (1) representative of Pfizer (which representative may be replaced by either Party at any time through written notice to the other Party). The Patent Committee shall coordinate all activities in relation to Patent Rights applicable to the terms of this Agreement. In particular, the Patent Committee shall: 7.1.1. coordinate all activities in relation to the filing and prosecution of Patent Rights relating to this Agreement pursuant to Sections 7.2.1 and 7.3.1 of this Agreement, 7.1.2. discuss any actual, potential or suspected infringement of such Patent Rights pursuant to Section 7.3.2(a), 7.1.3. regularly review which BioNTech Patent Rights may be relevant to Candidates and Products, and 7.1.4. regularly review and update the Core BioNTech Patent Rights listed in Schedule 9.3.4 on the basis of the then-existing Development or Commercialization activities and programs of BioNTech, its Affiliates and licensees outside the Field, and acting in good faith to add and remove BioNTech Patent Rights from time to time, provided that no Core BioNTech Patent Rights shall be removed from the list in Schedule 9.3.4 which BioNTech continues to regard in good faith as material for Development or Commercialization activities and programs of BioNTech, its Affiliates and licensees outside the Field. The Patent Committee shall meet (either in-person or by audio or video conference) as often as determined by the Patent Committee as well as upon the reasonable request of either Party. It is acknowledged that particularly in the case of any Enforcement Action the Patent Committee may need to meet at very short notice and be required to expedite and make decisions very quickly and the Parties shall procure that the Patent Committee shall meet urgently as quickly as reasonably required in connection with any Enforcement Action. The Patent Committee will be chaired by a Pfizer Patent Committee member. The Patent Committee shall operate in good faith and acting reasonably. Sections 4.3.2(b) and 4.3.2(c), unless otherwise mutually agreed between the Parties, shall apply mutatis mutandis. The Patent Committee will use good faith efforts to reach agreement on all matters properly brought before it. If, despite such good faith efforts, the Patent Committee is unable to reach unanimous agreement on a particular matter, such matter shall be escalated in accordance with Section 4.3.2(e), and following the JSC’s dissolution, such Section being interpreted omitting the reference to the JSC in such provision.

Patent Committee. Within the first [***] months following the Effective Date, or as otherwise agreed by the Parties, the Parties will establish a patent committee (the “Patent Committee”), comprised of at least one (1) representative of BioNTech and at least one (1) representative of Pfizer (which representative may be replaced by either Party at any time through written notice to the other Party). The Patent Committee shall coordinate all activities in relation to Patent Rights applicable to the terms of this Agreement. In particular, the Patent Committee shall: 7.1.110.1.1. coordinate all activities in relation to the filing and prosecution of Patent Rights relating to this Agreement pursuant to Sections 7.2.1 10.2.1 and 7.3.1 10.3.1 of this Agreement, 7.1.210.1.2. discuss any actual, potential or suspected infringement of such Patent Rights pursuant to Section 7.3.2(a),10.4.1, and 7.1.310.1.3. regularly review which BioNTech Patent Rights may be relevant to Candidates and Products, and. 7.1.4. regularly review and update the Core BioNTech Patent Rights listed in Schedule 9.3.4 on the basis of the then-existing Development or Commercialization activities and programs of BioNTech, its Affiliates and licensees outside the Field, and acting in good faith to add and remove BioNTech Patent Rights from time to time, provided that no Core BioNTech Patent Rights shall be removed from the list in Schedule 9.3.4 which BioNTech continues to regard in good faith as material for Development or Commercialization activities and programs of BioNTech, its Affiliates and licensees outside the Field10.1.4. The Patent Committee shall meet (either in-person or by audio or video conference) as often as determined by the Patent Committee as well as upon the reasonable request of either Party. It is acknowledged that particularly in the case of any Enforcement Action the Patent Committee may need to meet at very short notice and be required to expedite and make decisions very quickly and the Parties shall procure that the Patent Committee shall meet urgently as quickly as reasonably required in connection with any Enforcement Action. The Patent Committee will be chaired by a Pfizer Patent Committee membermember chosen by mutual agreement. The Patent Committee shall operate in good faith and acting reasonably. Sections 4.3.2(b) 7.3.2 and 4.3.2(c)7.3.3, unless otherwise mutually agreed between the Parties, shall apply mutatis mutandis. The Patent Committee will use good faith efforts to reach agreement on all matters properly brought before it. If, despite such good faith efforts, the Patent Committee is unable to reach unanimous agreement on a particular matter, such matter shall be escalated in accordance with Section 4.3.2(e), and following the JSC’s dissolution, such Section being interpreted omitting the reference to the JSC for final resolution and decisions of the JSC in such provisionthis regard must be made by unanimous consent.

Patent Committee. Within the first [***] months following the Effective Date, or as otherwise agreed by the Parties, the Parties will establish a patent committee (the “Patent Committee”), comprised of at least one (1) representative [***] of BioNTech and at least one (1) representative [***] of Pfizer (which representative [***] may be replaced by either Party at any time through written notice to the other Party). The Patent Committee shall coordinate all activities in relation to Patent Rights applicable to the terms of this Agreement. In particular, the Patent Committee shall: 7.1.1. 11.1.1 coordinate all activities in relation to the filing and prosecution of Patent Rights relating to this Agreement pursuant to Sections 7.2.1 11.2.1 and 7.3.1 11.3.1 of this Agreement, 7.1.2. 11.1.2 discuss any actual, potential or suspected infringement of such Patent Rights pursuant to Section 7.3.2(a)11.4.1, 7.1.3. 11.1.3 regularly review which BioNTech Patent Rights may be relevant to Candidates and Products, ; and 7.1.4. regularly review 11.1.4 discuss and update the Core BioNTech Patent Rights listed consider any potential Future License, including in Schedule 9.3.4 on the basis meetings where relevant attorneys and business personnel of the then-existing Development or Commercialization activities Parties are invited to participate in such discussions and programs of BioNTech, its Affiliates and licensees outside the Field, and acting in good faith to add and remove BioNTech Patent Rights from time to timeconsiderations, provided that no Core BioNTech Patent Rights the decision for any agreement to become a Future License shall only be removed from made on mutual agreement by the list in Schedule 9.3.4 which BioNTech continues to regard in good faith as material for Development or Commercialization activities and programs of BioNTech, its Affiliates and licensees outside the Field. Parties. 11.1.5 The Patent Committee shall meet (either in-person or by audio or video conference) as often as determined by the Patent Committee as well as upon the reasonable request of either Party. It is acknowledged that particularly in the case of any Enforcement Action the Patent Committee may need to meet at very short notice and be required to expedite and make decisions very quickly and the Parties shall procure that the Patent Committee shall meet urgently as quickly as reasonably required in connection with any Enforcement Action. The Patent Committee will be chaired by a Pfizer Patent Committee membermember chosen by mutual agreement. The Patent Committee shall operate in good faith and acting reasonably. Sections 4.3.2(b) 6.3.2 and 4.3.2(c)6.3.3, unless otherwise mutually agreed between the Parties, shall apply mutatis mutandis. The Patent Committee will use good faith efforts to reach agreement on all matters properly brought before it. If, despite such good faith efforts, the Patent Committee is unable to reach unanimous agreement on a particular matter, such matter shall be escalated in accordance with Section 4.3.2(e), and following the JSC’s dissolution, such Section being interpreted omitting the reference to the JSC for final resolution and decisions of the JSC in such provisionthis regard must be made by unanimous consent.