Common use of Joint Patent Committee Clause in Contracts

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.

Joint Patent Committee. The Within [***], the Parties shall establish a joint Joint Patent Committee (“JPC”) to (i) identify Joint Arising Patents and (ii) oversee, review and coordinate the Prosecution and Maintenance of the XXXXXXX Arising Patents claiming the composition of matter of the Product(s) (“Product Patents”), the LAVA Background Patents, the LAVA Arising Patents and the Joint Arising Patents. The JPC shall comprise of two (2) patent committeeattorneys or patent representatives with one (1) from each of XXXXXXX and LAVA. The JPC shall be entitled to, by mutual consent, invite additional individuals to its meetings. The JPC shall hold meetings (by way of an audio or video call or in person) at such time the JPC determines but in no event less than [***] during the Research Term and [***] during the term of the Exclusive Licence. No action or vote taken at a JPC meeting shall be effective unless a representative of each Party is present. Neither Party shall unreasonably withhold attendance of at least one (1) representative of such Party at any meeting of the JPC. Each Party shall be responsible for its own costs associated with meetings of the JPC. Decisions of the JPC, shall be made by unanimous agreement of the permanent (and not ad-hoc) representatives participating in any JPC meeting with each Party having one vote. The JPC shall not have authority to amend or alter any provision of this Agreement. In the event patent representatives of each Party cannot reach agreement on any issue, claim, or JPCmatter, the Parties shall submit such Dispute to executive resolution pursuant to Clause 11.1.1. If the Executive Officers fail to come to a consensus regarding, or do not resolve, such a matter within [***] after the Closing datedate on which the matter is referred to the Executive Officers (unless a longer period is agreed to by the Parties), but in no event later than then LAVA shall have the final decision-making authority with respect to LAVA Background Patents if the subject matter does not exclusively relate to [***] 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 and/or 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 10.10Product.

Joint Patent Committee. The Within thirty (30) days after the Effective Date, the Parties shall establish will form a joint patent committeecommittee (the “JPC”), or JPCa subcommittee of the JSC that reports to the JSC. The JPC will be composed of an equal number of representatives of each Party (with the exact number of representatives as the Parties may mutually agree), [***] after with each representative having appropriate expertise, seniority, decision-making authority and ongoing familiarity with the Closing datecollaboration under this Agreement, but and each Party’s representatives collectively will have relevant expertise in no event later than [***] thereafterintellectual property portfolio management and licensing matters. Each Party may change its representatives to the JPC from time to time in its sole discretion, effective upon written notice to the other Party of such change. The JPC shall be comprised (a) evaluate the JPC Evaluated Patents and provide input regarding the strategy of representatives Prosecution and Maintenance and enforcement of both Parties (who may be replaced at any time by providing written notice thereofJPC Evaluated Patents in accordance with Sections 10.4.2(b) and which will have overall responsibility for developing a strategy to protect Collaboration Technology 10.5.4(b), (b) facilitate information sharing and to develop and coordinate strategy cooperation among the Parties with respect to the preparation, filing, maintenance JPC Evaluated Patents and prosecution of [***], and to discuss strategies (c) address any other Patent-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 matters 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 which the Parties promptly following the meeting for review, comment and approvalare obligated to cooperate. 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 Unless otherwise agreed by the Parties, the JPC will have no further responsibilities and will disband at the earlier of (x) the Program Handoff Date or (y) end of the Term. All Other than as set forth herein, in order to make any decision required of it hereunder, the JPC must have present (in person, by videoconference or telephonically) at least one member of each Party. The Parties will endeavor to make decisions of the JPC by consensus, provided that no decision may be in conflict with any of the terms of this Agreement including the decision rights assigned, as among the Parties, related to patent matters. The JPC will be made by consensus between solely have the representatives roles and responsibilities assigned to it in this Section 10.11 or as otherwise specifically provided in this Agreement, and the JPC will have no authority to amend, modify or waive compliance with this Agreement. For purposes of both Parties but in this Section 10.11, “JPC Evaluated Patents” shall include 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 Joint Patents and 10.10Licensed Product-Specific Patents.