Common use of JPC Clause in Contracts

JPC. If the JPC is unable to decide, by unanimous vote, on any matter within [***] Business Days after the matter is first raised with the JPC, then the matter will be referred to the Patent Officers for resolution. If such matter is not resolved by the Patent Officers of the Parties within [***] Business Days after the matter was referred to them, then, subject to Section 2.2(g), the applicable Prosecuting Party (as set forth in Article X) may decide the matter. Notwithstanding the foregoing, but subject to Section 2.2(g), if at any time the Party who has decision-making rights for such matter under Article X reasonably believes that the delay in decision resulting from such procedure will create a risk that any rights to Know-How or Patents will be lost or otherwise diminished, then such Party may exercise such decision-making rights immediately, provided that such resolving Party shall give due, good faith consideration to any comments or preferences expressed by the other Party with respect to such matter.

JPC. If the JPC is unable to decide, by unanimous vote, on any matter within [***] Business Days after the matter is first raised with the JPC, then the matter will be referred to the Patent Officers [**] of Celgene and the [**] of Agios (each, a “JPC Designee”) for resolution. If such matter is not resolved by the Patent Officers such JPC Designees of the Parties within [***] Business Days after the matter was referred to them, then, subject to Section 2.2(g), then the applicable Prosecuting Party (as set forth in Article X) may decide the matter. Notwithstanding the foregoing, but subject to Section 2.2(g), if at any time the Party who has decision-making rights for such matter under Article X reasonably believes that the delay in decision resulting from such procedure will create a risk that any rights to Know-How or Patents will be lost or otherwise diminished, then such Party may exercise such decision-making rights immediately, provided that such resolving Party shall give due, good faith due consideration to any comments or preferences expressed by the other Party with respect to such matter.