Provision Language
3. Research Program. Joint Steering Committee
(a) The Parties hereby establish a Joint Steering Committee (the “Joint Steering Committee” or “JSC”) in order to facilitate and oversee the Research Program and such other matters as the Parties may agree in writing from time to time. The JSC’s responsibilities shall include, at least [**] during each Contract Quarter: (i) reviewing interim data and required reports, (ii) monitoring, planning and coordinating the research conducted under the Research Program, (iii) updating and modifying the Research Program Workplan as necessary, (iv) facilitating the disclosure and transfer of Intellectual Property and Materials among the Parties as required for the conduct of the Research Program, and (iv) performing such other activities as the Parties agree in writing shall be the responsibility of the JSC. The JSC shall operate by consensus, but if the members of the JSC should be unable to come to agreement on any issue submitted to the JSC, [**] shall have final decision–making authority. For clarity, the JSC shall not have any authority to modify the terms of this Agreement.
(b) The JSC shall be comprised of at least one (1) named representative of each of Alnylam, UBC and AlCana, or such other number of representatives as the Parties shall from time to time agree. Each Party shall appoint its respective representatives to the JSC from time to time, and may substitute one or more of its representatives, in its sole discretion, effective upon notice to the other Parties of such change. Each Party’s representative shall be a senior employee (director level or above), and all representatives shall have appropriate expertise and ongoing familiarity with the Research Program. Additional representatives or consultants may from time to time, by mutual consent of the Parties, be invited to attend JSC meetings, subject to such representatives’ and consultants’ written agreement to comply with confidentiality obligations no less stringent than those in this Agreement. The chairperson of the JSC shall be a representative of [**]. The chairperson’s responsibilities shall include scheduling meetings, setting agendas for meetings with input solicited from other members and confirming and delivering minutes to the JSC for review and final approval.
(c) The first JSC meeting will be held within [**] days after the Effective Date, and the JSC shall meet in accordance with a schedule mutually agreed by the Parties, but no less frequently than [**] per Contract Quarter during the Research Term, with the location for such meetings as the Parties may agree. Alternatively, the JSC may meet by means of teleconference, videoconference or other similar communications equipment. All meetings of the JSC shall take place in English. Each Party shall bear its own expenses relating to attendance at such meetings by its representatives, except that Alnylam agrees to reimburse UBC for reasonable travel expenses actually incurred by its representative(s) on the JSC for travel to a meeting location outside of Vancouver, British Columbia, Canada. JSC shall be dissolved upon the expiration of the Research Term or termination of the Research Program in its entirety.
(d) The Parties hereby establish a Joint Intellectual Property Committee (the “Joint IP Committee”) in order to facilitate the prosecution of Patent Rights related to Program Materials and Program Developments and such other matters as the Parties may agree in writing from time to time.
(i) The Joint IP Committee’s responsibilities shall include, at least [**] during each calendar year through the date which is [**] after the end of the Research Term: (A) reviewing UBC Controlled IP, (B) reviewing the intellectual property landscape in the area of liposomal delivery in the Field of Use and (C) performing such other activities as the Parties agree in writing shall be the responsibility of the Joint IP Committee. The Joint IP Committee shall review all patent applications presenting UBC Controlled IP at the latest [**] days after the filing of such patent application (including without limitation, any provisional patent application); provided, however, that UBC and AlCana each agree (x) to acknowledge receipt of all such patent applications in writing, (y) that prior to the [**] anniversary of the date a copy of such provisional patent application was received by UBC or AlCana, respectively, no information contained in any provisional patent application provided to them under this Section 3(d), whether patentable or not, will be disclosed to Third Parties, included in any patent filing by UBC or AlCana, or published except in compliance with the provisions of Section 9.2. Notwithstanding the foregoing, for all purposes under Section 3.1(d)(ii), the Joint IP Committee shall review all patent applications no earlier than [**] months prior to the filing of a utility patent or international PCT application, even if the Program Developments that are the subject matter presented in such patent applications are later determined by the Joint IP Committee to be UBC Controlled IP.
(ii) At otherwise scheduled meetings, the Joint IP Committee shall also review any patent applications covering Program Developments in the field of liposomal delivery which are filed during the Research Term or within [**] after the termination thereof, the only inventors on which have assigned their rights to Alnylam, solely for purposes of determining whether Program Participants of AlCana or UBC should be named as inventors on such Patent Rights. In these matters, the Joint IP Committee shall operate by consensus, but if the representatives of both AlCana and UBC on the Joint IP Committee should assert that Program Participants of AlCana and/or UBC should be named as inventors on such Patent Rights in order to comply with U.S. patent laws and Alnylam disagrees with such assertion, then the Parties shall engage a mutually acceptable Third Party expert to make an inventorship determination with respect to the subject matter presented and claims directed thereto set forth in such Patent Rights, and each Party shall abide by the decision of such Third Party expert in the prosecution of such Patent Rights. The cost of engaging such Third Party shall be borne equally by the Parties.
(iii) At otherwise scheduled meetings, the Joint IP Committee shall also review any patent applications covering subject matter in the field of liposomal delivery which are filed during the Research Term or within [**] after the termination thereof, the only inventors on which have assigned their rights to either AlCana or UBC, solely for purposes of determining whether Program Participants of Alnylam should be named as inventors on such Patent Rights.
In these matters, the Joint IP Committee shall operate by consensus, but if the representatives of Alnylam on the Joint IP Committee should assert that Program Participants of Alnylam should be named as inventors on such Patent Rights in order to comply with U.S. patent laws and AlCana and/or UBC disagree with such assertion, then the Parties shall engage a mutually acceptable Third Party expert to make an inventorship determination with respect to the subject matter presented and claims directed thereto set forth in such Patent Rights, and each Party shall abide by the decision of such Third Party expert in the prosecution of such Patent Rights. The cost of engaging such Third Party shall be borne equally by the Parties.
(iv) At otherwise scheduled meetings, the Joint IP Committee shall also review any patent applications covering UBC Controlled IP that name at least one inventor who has assigned his or her rights to UBC or AlCana and who is also an inventor of previously filed Schedule A IP, solely for purposes of determining whether the instant patent application covering such Program Developments should claim priority to the previously filed Schedule A IP. With respect to these matters, UBC shall consult in good faith with Tekmira, and the Joint IP Committee shall operate by consensus and in good faith.
(v) Except as set forth in technology–sponsored–research–agreement–3/” target=”_blank” rel=”noopener“>Section 7.4, in all other matters, the Joint IP Committee shall operate by consensus, but if the members of the Joint IP Committee should be unable to come to agreement on any issue submitted to the Joint IP Committee, [**] shall have final decision–making authority. For clarity, the Joint IP Committee shall not have any authority to modify the terms of this Agreement.
13. Miscellaneous
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13.7 Additional UBC Terms and Conditions. The Parties agree that notwithstanding anything in this Agreement to the contrary, the provisions set forth in Exhibit E shall also apply to this Agreement and the Supplemental Agreement.
Exhibit E: UBC Terms and Conditions
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6) Management Of Conflicts Of Interest: Each Payor and AlCana acknowledge that they are aware of UBC’s Conflict of Interest Policy #97, Patent and Licensing Policy #88 and Research Policy #87 (www.universitycounsel.ubc.ca/policies/policies.html) Such parties will be bound by such policies as they are in effect on the Effective Date, except to the extent that they may conflict with the terms and conditions contained in this Agreement or the Supplemental Agreement, in which case the terms and conditions of this Agreement and the Supplemental Agreement will govern. In the event that UBC updates such policies and so notifies a Payor or AlCana, such Payor or AlCana, as the case may be, shall, in good faith, use its reasonable efforts to comply with such policies, except to the extent that they may conflict with the terms and conditions contained in this Agreement or the Supplemental Agreement, in which case the terms and conditions of this Agreement and the Supplemental Agreement will govern.