Common use of Decision-Making Authority Clause in Contracts

Decision-Making Authority. If the Executive Officers are unable to resolve any matter referred to them by the chairperson of the JSC within [***] Business Days after the matter is referred to them, then, subject to Section 2.2(g): (i) if the [***] the right to decide any such unresolved matter that relates solely to the US Territory, (B) Celgene shall have the right to decide any such unresolved matter that relates solely to the ROW Territory, and (C) if Vividion is the Lead US Party and such unresolved matter relates to both the US Territory and the ROW Territory, Vividion shall have the right to decide such unresolved matter with respect to the US Territory and Celgene shall have the right to decide such unresolved matter with respect to the ROW Territory; provided, however, that, in each case ((A), (B) and (C)), the resolving Party shall give due, good faith consideration to any comments or preferences expressed by the other Party with respect to any such matter; (ii) if the unresolved matter relates to Commercialization of the Shared Products: (A) the Lead US Party shall have the right to decide the unresolved matter for the US Territory and (B) Celgene shall have the right to decide the unresolved matter for the ROW Territory; provided, however, that the resolving Party shall give due consideration to any comments or preferences expressed by the other Party with respect to such matter; and (iii) if the unresolved matter relates to Manufacture of the Shared Products, Celgene shall have the right to decide the unresolved matter for the Territory; provided, however, that Celgene shall give due, good faith consideration to any comments or preferences expressed by Vividion with respect to any such matter;

Decision-Making Authority. If the Executive Officers are unable to resolve any matter referred to them by the chairperson of the JSC within [***] Business Days after the matter is referred to them, then, subject to Section 2.2(g2.2(f): (i) if the unresolved matter relates to the Development of the Compounds and Licensed Products, [***] during Development and Regulatory Interactions in a geography until Regulatory Approval for such geography: (A) the Lead US Party shall have the right to decide any such unresolved matter that relates solely to the US TerritoryTerritory except for the matters specified in subsection (ii)(B) below, (B) Celgene shall have the right to decide any such unresolved matter that relates solely to the ROW Territory, and (C) if Vividion Agios is the Lead US Party and such unresolved matter relates to both the US Territory and the ROW Territory, Vividion Agios shall have the right to decide such unresolved matter with respect to the US Territory and Celgene shall have the right to decide such unresolved matter with respect to the ROW Territory; provided, however, provided that, in each case ((A), (B) and (C)), the resolving Party shall give due, good faith due consideration to any comments or preferences expressed by the other Party with respect to any such matter;. (ii) if the unresolved matter relates to Commercialization Manufacturing of the Shared Products: Licensed Products for Commercialization, (A) the Lead US Party shall have the right to decide if the unresolved matter for the US Territory relates to Agios Commercial-Scale Manufacturing Responsibilities, then Agios shall have final decision-making rights with respect to such matter, and (B) if the unresolved matter relates to Celgene Manufacturing Responsibilities, then Celgene shall have the right final decision-making rights with respect to decide the unresolved matter for the ROW Territory; providedsuch matter, however, provided that the such resolving Party shall give due consideration to any comments or preferences expressed by the other Party with respect to such matter; and (iii) if the unresolved matter relates to Manufacture Commercialization of the Shared Licensed Products: (A) subject to Section 6.3(f), the Lead US Party shall have the right to decide the unresolved matter for the US Territory except for the matters specified in subsection (ii)(B) above and (B) Celgene shall have the right to decide the unresolved matter for the ROW Territory; provided, however, provided that Celgene the resolving Party shall give due, good faith due consideration to any comments or preferences expressed by Vividion the other Party with respect to any such matter;.

Decision-Making Authority. If the Executive Officers are unable to resolve any matter referred to them by the chairperson Chairperson of the JSC within [***] Business Days after the matter is referred to them, then, subject to Section 2.2(g2.8(c): (i) if the [***] the right to decide any such unresolved matter that relates solely to the US Territory, (B) Celgene shall have the right to decide any such unresolved matter that relates solely to the ROW Territory, and (C) if Vividion is the Lead US Party and such unresolved matter relates to both the US Territory Development of the Licensed Products, including Agios Clinical-Scale Manufacturing Responsibilities and the ROW TerritoryCelgene Manufacturing Responsibilities during Development and Regulatory Interactions in a geography until Regulatory Approval for such geography, Vividion neither Party shall have the right final decision-making rights with respect to decide such unresolved matter and neither Party may take action with respect to the US Territory and Celgene shall have the right to decide such unresolved matter with respect to the ROW Territory; provided, however, that, in each case ((A), (B) unless and (C)), the resolving Party shall give due, good faith consideration to any comments or preferences expressed until resolved by the other Party with respect to any such matterMutual Consent; (ii) if the unresolved matter relates to Commercialization Manufacturing of the Shared Products: Licensed Products for Commercialization, (A) the Lead US Party shall have the right to decide if the unresolved matter for the US Territory relates to Agios Commercial-Scale Manufacturing Responsibilities, then Agios shall have final decision-making rights with respect to such matter, and (B) if the unresolved matter relates to Celgene Manufacturing Responsibilities, then Celgene shall have the right final decision-making rights with respect to decide the unresolved matter for the ROW Territory; providedsuch matter, however, provided that the such resolving Party shall give due consideration to any comments or preferences expressed by the other Party with respect to such matter; and (iii) if the unresolved matter relates to Manufacture Commercialization of the Shared Licensed Products: (A) subject to Section 6.3(f), Celgene Agios shall have the right to decide the unresolved matter for the Territory; providedUS Territory except for the matters specified in subsection (ii)(B) above, however, provided that Celgene Agios shall give due, good faith due consideration to any comments or preferences expressed by Vividion Celgene with respect to any such matter;matter and (B) Celgene, if applicable pursuant to Section 6.3(f), shall have the right to decide the unresolved matter for the US Territory.

Decision-Making Authority. If the Executive Officers are unable to resolve any matter referred to them by the chairperson Chairperson of the JSC within [***] Business Days after the matter is referred to them, then, subject to Section 2.2(g2.8(c): (i) if the [***] the right to decide any such unresolved matter that relates solely to the US Territory, (B) Celgene shall have the right to decide any such unresolved matter that relates solely to the ROW Territory, and (C) if Vividion is the Lead US Party and such unresolved matter relates to both the US Territory Development of the Licensed Products, including Agios Clinical-Scale Manufacturing Responsibilities and the ROW TerritoryCelgene Manufacturing Responsibilities during Development and Regulatory Interactions in a geography until Regulatory Approval for such geography, Vividion neither Party shall have the right final decision-making rights with respect to decide such unresolved matter and neither Party may take action with respect to the US Territory and Celgene shall have the right to decide such unresolved matter with respect to the ROW Territory; provided, however, that, in each case ((A), (B) unless and (C)), the resolving Party shall give due, good faith consideration to any comments or preferences expressed until resolved by the other Party with respect to any such matterMutual Consent; (ii) if the unresolved matter relates to Commercialization Manufacturing of the Shared Products: Licensed Products for Commercialization, (A) the Lead US Party shall have the right to decide if the unresolved matter for the US Territory relates to Agios Commercial-Scale Manufacturing Responsibilities, then Agios shall have final decision-making rights with respect to such matter, and (B) if the unresolved matter relates to Celgene Manufacturing Responsibilities, then Celgene shall have the right final decision-making rights with respect to decide the unresolved matter for the ROW Territory; providedsuch matter, however, provided that the such resolving Party shall give due consideration to any comments or preferences expressed by the other Party with respect to such matter; and (iii) if the unresolved matter relates to Manufacture Commercialization of the Shared Licensed Products, subject to Section 6.3(f), Celgene shall have the right to decide the unresolved matter for the Territory; providedROW Territory except for the matters specified in subsection (ii)(A) above, however, provided that Celgene shall give due, good faith due consideration to any comments or preferences expressed by Vividion Agios with respect to any such matter;.