Collaboration Program Decision Making Clause Samples
Collaboration Program Decision Making. (a) If the JSC cannot unanimously agree on a matter to be decided by the JSC, then either Party shall have the right to refer such dispute to the Senior Representatives for resolution by good faith negotiations in accordance with Section 12.1.
1. The Parties shall not implement the proposed activity or change pending such decision of the Senior Representatives; provided that if the dispute relates to a proposed change to a Collaboration Plan previously agreed by the JSC, ▇▇▇▇ may continue the Isis Conducted Activities in accordance with such plan pending resolution of the dispute by the Senior Representatives.
(b) Notwithstanding any provision to the contrary herein, ▇▇▇▇ will have no obligation to perform any activity that, after having consulted the JSC, ▇▇▇▇ in good faith believes that continuing such activity would (y) [***] or (z) [***].
Collaboration Program Decision Making. (a) AstraZeneca shall have the final decision making authority with respect to amendments to a Collaboration Plan which are not material as provided in Section 4.1.3(b).
(b) A proposed amendment to a Collaboration Plan shall be regarded as material for the purposes of this Section 4.1.3 if it would result in either (i) [***], or (ii) [***].
(c) If a proposed material amendment to a Collaboration Plan cannot be unanimously agreed to by the JSC or the Parties and the change could be materially detrimental to the further development of a Product then the co-chairs shall continue to revise the Collaboration Plan until such time as a unanimous decision can be reached, and at any time either Party may refer the matter to the Senior Representatives in accordance with Section 14.1, which Senior Representatives shall be asked to use their good faith efforts to mutually agree on an acceptable way forward. Once the matter has been referred to the Senior Representatives, if after negotiating in good faith pursuant to Section 14.1.1, undertaken with reasonable promptness and including a detailed comparison of the proposed amendment to the Collaboration Plan against the AstraZeneca performance metrics described in the document provided by AstraZeneca to Isis entitled [***] attached hereto as SCHEDULE 4.1.3(c), the Senior Representatives fail to reach an amicable agreement within 90 days, then AstraZeneca shall have the final decision making authority (1) if [***], or (2) if [***], or (3) if [***].
Collaboration Program Decision Making. 4.5.1. All JSC and Subcommittee decisions shall be made by unanimous vote, with each Party’s representatives [***]. If after reasonable discussion and good faith consideration of each Party’s view on a particular matter, a Subcommittee cannot, or does not, reach consensus on an issue within the scope of such Subcommittee, the Parties will refer the matter underlying such dispute to the JSC. If after reasonable discussion and good faith consideration of each Party’s view on a particular matter, the JSC cannot, or does not, reach consensus on an issue within the scope of the JSC (or a matter referred by a Subcommittee pursuant to the previous sentence), then the dispute shall first be referred to the Senior Representatives for resolution by good faith negotiations in accordance with Section 13.1.
1. Any final decision mutually agreed by the Senior Representatives shall be conclusive and binding on the Parties. If the Senior Representatives are not able to agree on the resolution of any such issue in accordance with Section 13.1.1, unless otherwise expressly stated herein, then:
(a) AstraZeneca will have final decision making authority with respect to [***].
(b) Fusion will have final decision making authority with respect to [***].
(c) With respect to the schedule for payments to be made by Fusion (if any) pursuant to Sections 6.12.1(b), and/or 6.12.2(b), the payment terms set forth in the last sentence of Sections 6.12.1(b), and/or 6.12.2(b) (respectively), shall apply.
(d) Notwithstanding any provision to the contrary herein, 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 the JSC or a Subcommittee unless such delegation or vesting of rights is expressly provided for in this Agreement or the Parties expressly so agree in writing. The JSC and Subcommittees do not have the power to amend, modify, or waive compliance with this Agreement. In addition, neither Party may use its final decision making authority set forth in Section 4.5.1 to (i) approve or amend any De Novo Radioconjugate Collaboration Budget, Combination Collaboration Budget and Joint Development Budget, (ii) impose or change the dosing schedule of a drug or drug candidate solely Controlled by the other Party other than with respect to Joint Radioconjugates, (iii) cause either Party to take any action that is reasonably likely to cause safety concerns.
Collaboration Program Decision Making. (a) If the JSC cannot unanimously agree on a matter to be decided by the JSC, then either Party shall have the right to refer such dispute to the Senior Representatives for resolution by good faith negotiations in accordance with Section 12.1.
1. The Parties shall not implement the proposed activity or change pending such decision of the Senior Representatives; provided that if the dispute relates to a proposed change to a Collaboration Plan previously agreed by the JSC, ▇▇▇▇ may continue the Isis Conducted Activities in accordance with such plan pending resolution of the dispute by the Senior Representatives.