10, APPROVING PATENT, TRADEMARK AND OTHER INTELLECTUAL PROPERTY STRATEGY
AND, TO THE EXTENT APPLICABLE, PATENT, TRADEMARK AND OTHER INTELLECTUAL PROPERTY
LITIGATION STRATEGY;
(B)
COORDINATING PATENT, TRADEMARK AND OTHER
INTELLECTUAL PROPERTY RELATED ACTIVITIES AS ALLOCATED TO IT PURSUANT TO THIS
AGREEMENT;
(C)
CONSULTING WITH THE COLLABORATION COMMITTEE
WITH REGARD TO PROPOSALS BY THE JCT FOR PRODUCT TRADEMARKS AND GENERIC NAMES FOR
USE WITH RESPECT TO AN ANTIBODY PRODUCT;
(D)
FOLLOWING APPROVAL OF PRODUCT TRADEMARKS FOR
ANTIBODY PRODUCTS BY THE COLLABORATION COMMITTEE, OBTAINING AND MAINTAINING THE
PRODUCT TRADEMARKS AND DOMAIN NAMES INCORPORATING ANY OF THE SAME OR OTHERWISE
REFERENCING ANTIBODY PRODUCTS;
(E)
PERIODICALLY REPORTING TO THE COLLABORATION
COMMITTEE ON THE STATUS OF INTELLECTUAL PROPERTY MATTERS AFFECTING THE
DEVELOPMENT, COMMERCIALISATION AND MANUFACTURE OF ANTIBODY PRODUCTS AS REQUESTED
BY THE COLLABORATION COMMITTEE; AND
(F)
IN ACCORDANCE WITH ARTICLE 10.1(E) AND
SUBJECT TO ARTICLES 15.1 AND 15.6, MAKING DECISIONS RELATING TO THE
CHARACTERISATION OF ANY INFORMATION, MATERIALS OR PATENT RIGHTS AS IMCLONE CORE
PATENT RIGHTS, UCB CORE PATENT RIGHTS, JOINT KNOW-HOW AND JOINT PATENT RIGHTS,
INCLUDING DURING ANY TRANSFER PLAN OR TRANSITION PLAN ESTABLISHED UNDER ARTICLES
8.6 AND 12.8.
3.6
LIMITATIONS ON THE AUTHORITY OF COMMITTEES AND
TEAMS
Notwithstanding the Committee structure established pursuant to this Agreement,
each Party shall retain the rights, powers and discretion granted to it under
this Agreement, and no such rights, powers, or discretion shall be delegated to
or vested in a Committee unless such delegation or vesting of rights is
expressly provided for in this Agreement or the Parties expressly so agree in
writing.
For clarity, amendments to this Agreement may only be made in
accordance with Article 17.1.
3.7
OPERATIONAL AND DAY-TO-DAY DECISIONS
Subject to Article 2.1(d), all operational and day-to-day decisions with respect
to matters and functions allocated or delegated to a Party in the Development
Plan, the Manufacturing Plan or the Commercialisation Plan, or, with respect to
Independent Indications, assigned to the Continuing Party under this Agreement,
unless
27
specifically reserved for approval by a Committee hereunder, shall be deemed to
be within the decision-making authority of such Party; provided that all such
decisions shall be consistent with the Development Plan, Commercialisation Plan
and Manufacturing Plan, as applicable, the scope of such allocation or
delegation and the terms and conditions of this Agreement.
4.
DEVELOPMENT OF ANTIBODY PRODUCTS
4.1
ACTIVITIES
Without limiting the obligations under Article 2.1 or the Development Plan, each
Party shall undertake the following activities:
(A)
SUBJECT TO ARTICLE 4.10 IN RELATION TO
MATERIALS, FROM TIME TO TIME TRANSFER TO THE OTHER PARTY IMCLONE KNOW-HOW AND
UCB KNOW-HOW IN SUCH PARTY'S CONTROL [***] [CONFIDENTIAL TREATMENT REQUIRED] TO
CONDUCT ITS DEVELOPMENT ACTIVITIES UNDER THE DEVELOPMENT PLAN IN RESPECT OF
ANTIBODY PRODUCTS FOR AGREED INDICATIONS OR TO CONDUCT ITS DEVELOPMENT
ACTIVITIES IN RESPECT OF ANTIBODY PRODUCTS FOR INDEPENDENT INDICATIONS FOR WHICH
THE OTHER PARTY IS THE CONTINUING PARTY;
(B)
CONDUCT, OR, AS APPLICABLE, ASSIST THE OTHER
PARTY IN CONDUCTING, ALL RELEVANT STUDIES, INCLUDING CLINICAL STUDIES, FOR
ANTIBODY PRODUCTS FOR AGREED INDICATIONS AND, [***] [CONFIDENTIAL