Decision Making and Dispute Resolution. All decisions of the JDC will be by consensus whereby each of Neurocrine and Abbott shall have one (1) vote on all matters before the JDC. If for any reason the JDC cannot resolve any matter properly before it, the matter shall be […***…].
Decision Making and Dispute Resolution. 9.1. Decision-making Authority. Topics where the Members desire coordinated decision-making will be considered by the GSA Workgroup, and the Member Directors will strive for unanimous recommendations that will be presented to each Member’s governing body for consideration. Such topics include, but are not limited to, implementation of the GSP, including adaptive management measures, and associated financial arrangements. When unable to reach unanimous recommendations, the GSA Workgroup will outline the areas in which it does not agree, providing some explanation to inform the respective GSAs’ governing bodies. The recommendations of the GSA Workgroup notwithstanding, ultimate decision-making authority for topics considered by the GSA Workgroup resides with each Member’s governing body in accordance with Article 4.1.
Decision Making and Dispute Resolution. All substantive changes or material issues related to implementing the COACHELLA PROSPERA Plan shall be presented to the Advisory Council at a regularly scheduled meeting. If the Advisory Council is unable to reach consensus on a matter, the City should pursue conflict resolution and address the division before moving forward. Addressing the division may include further community outreach, modification of the proposal, and further reporting to the Advisory Council. It is the goal of the process to have all recommendations be supported by the majority of the Advisory Council.
Decision Making and Dispute Resolution. Decisions of each Committee shall be made at a duly called meeting of the applicable Committee. Otsuka’s members of each Committee shall collectively have one (1) vote and Acucela’s members of each Committee shall collectively have one (1) vote, with decisions made by unanimous vote (assuming a quorum of at least two (2) representative members from each Party). Each Committee may act on a specific issue without a meeting if it is documented in a written consent signed by a quorum of the members of the applicable Committee from each Party. Notwithstanding anything herein to the contrary, no Committee shall have authority to amend, modify or waive compliance with this Agreement or the Related Agreements. If the JDC fails to reach consensus on an issue specifically designated in this Agreement for its decision, the matter shall be resolved under the procedures set forth in Section 16.8, except that all thirty (30)-day periods shall be shortened to ten (10) days, and the total time period for the procedures set forth in Sections 16.8(b) through (d) shall not exceed thirty (30) days. If the JCC fails to reach consensus on any issues specifically designated in this Agreement for its decision, the Otsuka vote shall prevail, subject to the restrictions set forth in Section 2.1.4 and may not be disputed under Section 16.8.
Decision Making and Dispute Resolution. If the JRDC or any other Subcommittee cannot, or does not, reach consensus on an issue arising within the scope of its responsibilities within a period of [***], then either Party may refer the matter to the JSC for resolution and a special meeting of the JSC may be called for such purpose. If during the Collaboration Term, and thereafter for so long as the Technology Transfer has not been completed, the JSC cannot, or does not, reach consensus on an issue, including any dispute arising in the JRDC or a Subcommittee, within a period of [***] after referral to the JSC, then the JSC shall refer such dispute to the Senior Officers for resolution. If such Senior Officers cannot resolve such dispute within [***] of it being referred to them, then, subject to the remaining provisions of this Section 2.3.3, and without limiting Gilead’s diligence obligations under Sections 3.3 and 3.4 of this Agreement, Gilead shall have final decision-making authority with respect to such matter; provided that, Gilead may not exercise such authority (i) to require Precision to license any particular IP Rights for use in the Collaboration Program beyond those already contemplated herein, (ii) to expand the scope of the Collaboration Program beyond HBV Targets, (iii) to expand the scope of the definition of Precision IP, (iv) to accelerate the timelines for Precision Development activities, (v) to establish or modify the Collaboration Budget (for the avoidance of doubt, this clause (v) shall not be construed to limit Gilead’s right to modify the Collaboration R&D Plan in a manner that requires the Parties to agree on a modified Collaboration Budget pursuant to Section 3.2.4), (vi) to modify the Collaboration R&D Plan to add additional activities to the Collaboration R&D Plan that Precision reasonably demonstrates would cause Precision’s costs or resources for meeting the work plans and timelines set forth in the Collaboration R&D Plan to exceed the Collaboration Budget or the Gilead Funding Commitment, (vii) to dictate the content of the Technology Transfer Plan, or (viii) to select a [***] other than [***] for any Licensed Product. Notwithstanding the foregoing, subject to the terms of this Agreement, Precision shall have final decision-making authority with respect to: (a) the design, creation, and optimization of ARC Nucleases to be proposed to Gilead as Gilead [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and ...
Decision Making and Dispute Resolution. Subject to Section 9.3 (Filing, Prosecution and Maintenance of Patents), in the event a dispute relates to the prosecution or maintenance of a Patent, Genzyme will have the ultimate sole decision-making authority with respect to the Product-Specific Patents and Licensed Product Patents and Isis will have the ultimate sole decision-making authority with respect to the Isis Core Technology Patents and the Isis Manufacturing and Analytical Patents. Any other dispute at the JPC will be referred to the JDC for resolution.
Decision Making and Dispute Resolution. The JDC will act by unanimous consent. The representatives of each Party will have collectively one vote on behalf of such Party; provided, however, that no such vote taken at a meeting will be valid unless at least one representative of each Party is present and participating in the vote. In the case of any matter which cannot be resolved unanimously by the JDC, at the written request of either Party, the dispute will be referred to senior management of the Parties in accordance with Section 13.1 (Escalation to Senior Management).
Decision Making and Dispute Resolution. Significant decisions for the Project shall be made upon the majority vote of representatives or by no objection from any representative of the Partners. At the outset of the Project, the Partners will determine their preferred decision-making process. In order to bring a matter requiring decision-making before the Project Management Team, the Partner requesting the decision must provide relevant background information, such as information on alternative solutions and outcomes, to the other representatives at a relevant Project Management Team meeting for discussion and to propose a decision. If a dispute arises between the Partners, the representatives shall make good faith efforts to resolve the dispute. The representative of the Lead Applicant, if not a party to the dispute, shall serve as a facilitator to address the conflict at hand. If the Lead Applicant is involved in the dispute, the representatives shall select by a majority vote of them another representative to serve as a facilitator. The facilitator shall clarify the conflict, help to identify a common goal between the Partners involved, determine barriers to the goal, help parties come to an agreement on how best to resolve the conflict, and help determine the responsibilities each Partner has in the resolution. For significant decisions related to Task 4 Project deliverables (related to developing the San Bruno Creek Watershed OneWatershed Climate Resilience Plan), as detailed in the Work Plan, the Partner representative and/or other designated representative(s) from the City of San Bruno will have the first review authority, concurrently with C/CAG’s Project Manager, prior to review by other Partners. San Bruno may also request additional modifications on final draft deliverables related to Task 4, subject to available budget and approval by C/CAG’s Project Manager.
Decision Making and Dispute Resolution. (a) Decision-Making. Each Committee will attempt to reach decisions by consensus, with the Jazz representatives having collectively one vote and the PharmaMar representatives having collectively one vote. Each Committee’s decision-making authority shall be limited to those matters expressly delegated to it in this Agreement. If, after reasonable discussion and good faith consideration of each Party’s view on a particular matter before a Committee, the representatives of the Parties cannot reach an agreement as to such matter within [***] after such matter was brought to such Committee for resolution (each, a “Committee Dispute”), such disagreement shall be escalated to the Executive Officers for resolution within [***], who shall confer in good faith on the resolution of the issue. Any final decision mutually agreed to by such Executive Officers shall be conclusive and binding on the Parties.
Decision Making and Dispute Resolution. (a) Decision-making of the JRC will be by majority vote of the members. Dissenting members have the right to record his or her reasons for his or her position.
