Common use of Patent Committee Clause in Contracts

Patent Committee. The CEO and CFO shall jointly establish and maintain at all times a patent committee (the “Patent Committee”) consisting of a minimum of two (2) persons, one of whom shall be appointed (and may be removed and replaced) by OFT and one of whom shall be appointed (and may be removed and replaced) by SVAC. The written consent of all of the members of the Patent Committee shall be required for the filing or abandonment of any patent application by the JVC or the abandonment of any patent owned by the JVC. The CEO and CFO may, with the approval of the Board of Directors, appoint up to an additional four (4) persons to meet with and serve on this Patent Committee together with the two (2) OFT and SVAC appointed members, such as for example, the patent attorney for the JVC or head of engineering or research and development employed by the JVC. No person may serve on the patent Committee who is not bound and obligated in writing by agreement with the JVC, to receive and maintain in confidence all JVC Confidential Information or Confidential Information disclosed to, provided by, or discussed or obtained by the Patent Committee. The two (2) OFT and SVAC appointed Members of the Patent Committee shall establish procedures for the conduct of its business and the Patent Committee shall meet regularly but no less frequently than once each fiscal quarter pursuant to reasonable advance written notice delivered to all members of the Committee, and keep written minutes of its proceedings. The function of the Patent Committee shall be to advise and assist the CEO, CFO and JVC Board of Directors in establishing and maintaining appropriate procedures and practices to ensure the prompt gathering of all invention disclosures, filing of patent applications and proper maintenance of patent or statutory protections owned by the JVC; and establishing and maintaining appropriate policies and procedures for the ongoing protection of trade secrets and confidential information of the JVC. All decisions relating to the filing, prosecution and maintenance of the JVC’s patents and patent applications shall be made by the CEO and CFO, acting jointly, or as they may jointly delegate to one or more JVC employees. The two (2) OFT and SVAC appointed Members shall use their best reasonable efforts to resolve any disputes amongst the Patent Committee members; any disputes which are not resolved may be referred by either of the two (2) OFT or SVAC appointed members to the Board of Directors for resolution.

Patent Committee. The CEO and CFO (a) Within [***] after the Effective Date, the Parties shall jointly establish and maintain at all times a patent committee (the “Patent Committee”) consisting to discuss and coordinate the Prosecution and Maintenance (or abandonment) of a minimum Keros Prosecuted Patents, Product-Specific Patents, and Joint Patent Rights, including ▇▇▇▇▇’▇ segregation of two Licensed Patents as contemplated by Section 8.2(a), patent term extensions, supplementary protection certificates, pediatric exclusivities and any other extensions for, or Product Infringement Actions relating to Keros Prosecuted Patents, Product-Specific Patents, and Joint Patent Rights. (2b) persons, one of whom The Patent Committee shall be appointed composed of at least one (1) representative of each Party who is registered or licensed to practice patent law and is knowledgeable in the scientific and technological areas that are the subject of this Agreement. The Patent Committee shall meet in person or by teleconference or videoconference at least once per Calendar Quarter, or more or less frequently as the Patent Committee representatives deem appropriate or as reasonably requested by either Party, on such dates and at such times as the Parties shall agree. Meetings of the Patent Committee, when conducted in person, shall alternate between the Massachusetts offices of Keros and Takeda, or such other places as the Parties may agree. At least one representative from each Party must be removed and replaced) by OFT and one present at a meeting of whom the Patent Committee to have a quorum. The first such meeting shall be within [***] after the Effective Date. Any member of the Patent Committee may designate a substitute representative with the qualifications set forth in this Section 3.3(b), to attend with prior written notice to the other Party. Ad hoc guests may represent a Party at any Patent Committee meeting, provided that they are subject to confidentiality obligations, whether in a written agreement or by operation of law, no less stringent than the requirements of Article 6. Each Party may replace its representative on the Patent Committee with other of its or its Affiliate’s appointed representatives with the qualifications set forth in this Section 3.3(b) at any time upon written notice to the other Party. (c) The Patent Committee shall have no decision making authority under this Agreement except as otherwise provided herein, and may be removed and replaced) by SVACshall perform only those activities as are specifically delegated to it in this Agreement. Without limiting the generality of the foregoing, the Patent Committee shall have no power to amend, modify or waive compliance with this Agreement. The Patent Committee shall provide status updates to the JSC [***] as long as the JSC is in existence and, thereafter, directly to the Parties. (d) The Patent Committee shall continue for the Term and, by mutual written consent of all agreement of the members of Parties, beyond the Term. At any time when the Patent Committee no longer exists, decisions to be made by the Patent Committee shall be required for the filing or abandonment of any patent application by the JVC or the abandonment of any patent owned by the JVC. The CEO and CFO may, with the approval of the Board of Directors, appoint up to an additional four (4) persons to meet with and serve on this Patent Committee together with the two (2) OFT and SVAC appointed members, such as for example, the patent attorney for the JVC or head of engineering or research and development employed by the JVC. No person may serve on the patent Committee who is not bound and obligated in writing by agreement with the JVC, to receive and maintain in confidence all JVC Confidential Information or Confidential Information disclosed to, provided by, or discussed or obtained by the Patent Committee. The two (2) OFT and SVAC appointed Members of the Patent Committee shall establish procedures for the conduct of its business and the Patent Committee shall meet regularly but no less frequently than once each fiscal quarter pursuant to reasonable advance written notice delivered to all members of the Committee, and keep written minutes of its proceedings. The function of the Patent Committee shall be to advise and assist the CEO, CFO and JVC Board of Directors in establishing and maintaining appropriate procedures and practices to ensure the prompt gathering of all invention disclosures, filing of patent applications and proper maintenance of patent or statutory protections owned by the JVC; and establishing and maintaining appropriate policies and procedures for the ongoing protection of trade secrets and confidential information of the JVC. All decisions relating to the filing, prosecution and maintenance of the JVC’s patents and patent applications shall be made by the CEO and CFO, acting jointly, or as they may jointly delegate to one or more JVC employees. The two (2) OFT and SVAC appointed Members shall use their best reasonable efforts to resolve any disputes amongst the Patent Committee members; any disputes which are not resolved may be referred by either mutual written agreement of the two (2) OFT or SVAC appointed members to the Board of Directors for resolutionParties.

Patent Committee. The CEO and CFO (a) Within [***] days after the Effective Date, the Parties shall jointly establish and maintain at all times a patent committee Patent Committee (the “Patent Committee”) consisting as more fully described in this Section 6.7. The Patent Committee’s sole function shall be to determine if any Valid Claim of any CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Licensed Program Patents, Prothena Licensed Collaboration Patents, or Joint Program Patents issued in the U.S. (whether solely owned by Prothena or jointly owned by the Parties) that claims the composition of matter of an Antibody could substantially effect the patentability of any Celgene Antibody Patent filed in the U.S. that claims the composition of matter of a minimum of two Backup Antibody, and facilitate cooperation between the Parties with respect to intellectual property-related matters under this Agreement with respect thereto. (2b) persons, one of whom The Patent Committee shall be appointed comprised of one (1) representative (or such other number of representatives as the Parties may mutually agree) from each of Celgene and Prothena . Each Party may be removed replace any or all of its representatives on the Patent Committee at any time upon written notice to the other Party. Each representative of a Party shall have sufficient seniority and replaced) by OFT expertise in the Prosecution and one Maintenance of whom Patents to participate on the Patent Committee as determined in such Party’s reasonable judgment and shall be appointed (and may be removed and replaced) by SVACduly authorized under their respective internal governance procedures to make the decisions or carry out the activities given to them under this Section 6.7. The written consent Patent Committee may meet in person, by videoconference, teleconference or other similar communications equipment with such frequency, or at such times, as deemed appropriate by the Patent Committee, with the location of all of such meetings to be determined by the members Patent Committee. All decisions of the Patent Committee shall be required for the filing or abandonment of any patent application made by the JVC or the abandonment of any patent owned by the JVC. The CEO and CFO mayconsensus, with each Party having one (1) vote. If the approval of the Board of Directors, appoint up to an additional four (4) persons to meet with and serve on this Patent Committee together with the two (2) OFT and SVAC appointed members, such as cannot agree on a matter for example, the patent attorney for the JVC or head of engineering or research and development employed by the JVC. No person may serve on the patent Committee who is not bound and obligated in writing by agreement with the JVC, to receive and maintain in confidence all JVC Confidential Information or Confidential Information disclosed to, provided by, or discussed or obtained by which the Patent CommitteeCommittee has decision-making authority within [***] Business Days after it has met and attempted to reach such decision, [***] shall have the final decision making authority; provided that [***] shall consider in good faith the positions of [***] in making such final decision. The two (2) OFT and SVAC appointed Members of For clarity, except as set forth in this Section 6.7, the Patent Committee shall establish procedures for not have any decision-making authority, shall not have any power to amend, modify, interpret or waive the conduct terms of its business and the Patent Committee shall meet regularly but no less frequently than once each fiscal quarter pursuant to reasonable advance written notice delivered to all members of the Committee, and keep written minutes of its proceedings. The function of the Patent Committee shall be to advise and assist the CEO, CFO and JVC Board of Directors in establishing and maintaining appropriate procedures and practices to ensure the prompt gathering of all invention disclosures, filing of patent applications and proper maintenance of patent or statutory protections owned by the JVC; and establishing and maintaining appropriate policies and procedures for the ongoing protection of trade secrets and confidential information of the JVC. All decisions relating to the filing, prosecution and maintenance of the JVC’s patents and patent applications shall be made by the CEO and CFO, acting jointlythis Agreement, or as they may jointly delegate to one alter or more JVC employees. The two (2) OFT and SVAC appointed Members shall use their best reasonable efforts to resolve any disputes amongst the Patent Committee members; any disputes which are not resolved may be referred waive compliance by either of the two (2) OFT or SVAC appointed members to the Board of Directors for resolutiona Party with a Party’s obligations under this Agreement.