THE EVENT THAT **.
THE MSC SHALL MEET AT LEAST **, OR MORE FREQUENTLY AS
AGREED BY THE PARTIES, AT SUCH LOCATIONS OR BY SUCH TELECONFERENCING MEANS AS
THE PARTIES MAY DETERMINE FROM TIME TO TIME.
3.5
PATENT COMMITTEE.
UPON RECOMMENDATION OF THE JRC, THE PARTIES
SHALL FORM A PATENT COMMITTEE (THE "PATENT COMMITTEE") TO BE IN EXISTENCE AS
LONG AS PATENTS WITHIN THE COLLABORATION IP ARE BEING FILED AND/OR PROSECUTED.
EACH PARTY SHALL DESIGNATE AT LEAST ONE (1) CHEMIST AND ONE (1) PATENT ATTORNEY
OR EQUALLY QUALIFIED LEGALLY TRAINED PERSONNEL, AS ITS REPRESENTATIVES ON THE
PATENT COMMITTEE. THE PATENT COMMITTEE SHALL BE RESPONSIBLE FOR RECOMMENDING
PATENT FILINGS AND COORDINATING PATENT-RELATED MATTERS, INCLUDING, BUT NOT
LIMITED TO, THE DETERMINATION OF INVENTORSHIP ACCORDING TO U.S. PATENT LAWS, THE
PREPARATION, FILING AND PROSECUTION OF PATENT APPLICATIONS, AND THE PERFORMANCE
OF OTHER DUTIES AS SET FORTH IN SECTION 10.2.3(C).
ANY DISPUTES OF THE PATENT
COMMITTEE DURING THE COLLABORATION TERM SHALL BE HANDLED PURSUANT TO SECTION
3.4.
ANY DISPUTES OF THE PATENT COMMITTEE AFTER THE END OF THE COLLABORATION
TERM SHALL BE REFERRED TO THE EXECUTIVE OFFICERS, WHO SHALL PROMPTLY MEET AND
ENDEAVOR TO REACH CONSENSUS IN A TIMELY MANNER.
IF SUCH INDIVIDUALS CANNOT
RESOLVE SUCH DISPUTE, THEN SUCH DISPUTE SHALL BE HANDLED PURSUANT TO SECTION
16.19.
UNLESS OTHERWISE AGREED BY THE PARTIES, THE PATENT COMMITTEE SHALL MEET
AT LEAST **.
SUCH MEETINGS SHALL BE HELD AT MUTUALLY AGREED TIMES AND
LOCATIONS.
IT IS RECOGNIZED AND UNDERSTOOD THAT THE PATENT COMMITTEE WILL
9
COMMUNICATE ON A MORE FREQUENT BASIS AS NECESSARY, WHETHER IN WRITING, BY
TELEPHONE, IN PERSON OR OTHERWISE, TO ENSURE COMPLIANCE WITH RELEVANT PATENT
FILING AND PROSECUTION TIMETABLES AND DEADLINES.
EACH PARTY SHALL BEAR ITS OWN
EXPENSES ASSOCIATED WITH SUCH MEETINGS AND THE ACTIVITIES OF THE PATENT
COMMITTEE; PROVIDED, HOWEVER, THAT EACH PARTY SHALL BEAR THE EXPENSE OF
PROVIDING THE OTHER PARTY WITH COPIES OF ALL PATENTS FILED PURSUANT TO THIS
AGREEMENT INCLUDING ALL SUBSTANTIVE CORRESPONDENCE WITH U.S. AND FOREIGN PATENT
OFFICES.
ARTICLE 4
EXCLUSIVITY
4.1
Collaboration Targets.
4.1.1
SUBJECT TO SECTION 4.1.4, **.
4.1.2
NOTWITHSTANDING SECTION 4.1.1, IT IS UNDERSTOOD THAT (I) **; AND
(II) WITH RESPECT TO **.
4.1.3
NOTWITHSTANDING SECTIONS 4.1.1 AND 4.1.2, IF, IN THE COURSE OF A
**.
4.1.4
IT IS UNDERSTOOD THAT AS OF THE EFFECTIVE DATE, **.
NOTWITHSTANDING THE **.
4.1.5
CEPHALON HEREBY AGREES TO **, AS EVIDENCED BY CONTEMPORANEOUS
RECORDS.
4.2
Pharmacopeia Development.
In the event Pharmacopeia desires to
develop and commercialize a Collaboration Compound in the Pharmacopeia Field
(subject, in each case, to the milestone and royalty obligations set forth in
Sections 7.1.2 and 8.2.2), Pharmacopeia shall **.
ARTICLE 5
LICENSES
5.1
Ownership of Intellectual Property.
All Cephalon IP shall be the
sole property of Cephalon.
All Pharmacopeia IP shall be the sole property of
Pharmacopeia.
All Collaboration IP
shall be the sole or joint property, as the
case may be, of the Party or Parties inventing or generating the same.
5.2.
Licenses to Cephalon.
5.2.1
LICENSE TO COMMERCIALIZE COLLABORATION COMPOUNDS.
WITH