Decision-Making; Dispute Resolution. (a) The Executive Steering Committee shall have a single chairperson who will (i) solicit agenda items from the other Executive Steering Committee members, coordinate and prepare the agenda (which shall include any agenda items reasonably proposed by Executive Steering Committee members from the other Party), provide the agenda along with appropriate information for such agenda reasonably in advance (to the extent possible) of any meeting and ensure the orderly conduct of the Executive Steering Committee’s meetings, (ii) attend (subject to the below) each meeting of the Executive Steering Committee, and (iii) prepare and issue minutes of each meeting (which shall accurately reflect the discussions and decisions of the Executive Steering Committee at such meeting) in accordance with Section 7.5. Such minutes from each Executive Steering Committee meeting shall not be finalized until the Executive Steering Committee members from the other Party have reviewed and confirmed the accuracy of [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. such minutes as described in Section 7.5 and if not previously confirmed, such matter shall be the first order of business at the next Executive Steering Committee meeting. The Party appointing the chairperson shall alternate between Pfenex and Hospira every calendar year, and shall initially be designated by Hospira. In the event the chairperson or another representative of the Executive Steering Committee from either Party is unable to attend or participate in any meeting of the Executive Steering Committee, the Party who appointed such Executive Steering Committee chairperson or representative may appoint a substitute chairperson or other representative for that meeting. All decisions of the Executive Steering Committee and any Working Committee shall be made by consensus, with each Party having one (1) vote. Each Party shall work in good faith to reach consensus on matters and act in the general spirit of cooperation and in no event shall either Party unreasonably withhold, condition or delay any approval or other decision of the Executive Steering Committee or a Working Committee hereunder. In the event a Working Committee fails to reach consensus with respect to a particular matter within its authority, then upon request by either Party such matter shall be referred ...
Decision-Making; Dispute Resolution. The principal purpose of the Joint Steering Committee shall be to provide a forum for open communication between the Parties with respect to (a) the development of the Existing Product and the Next Products, including the process for Manufacturing such Products, (b) Manufacturing and supply logistics, and (c) progress in the Territory pursuant to the Marketing Plan, including providing the members of the JSC with forecasts for Products in accordance with the Supply Agreement. The members of Joint Steering Committee shall collaborate in good faith on the conversion of the Product from the vial to the minibag presentation. The Joint Steering Committee may make recommendations regarding the overall strategy for the Development Program, and shall provide advice, guidance, direction and other recommendations with respect to the conduct of the Development Program; provided, however, that in no event shall Eagle amend the Product specifications, deliverables, budget or timelines set forth in the Development Plan without the approval of the Joint Steering Committee. If the JSC is unable to resolve any dispute or unanimously agree on any changes to the Product specifications, deliverables, overall budget or timelines set forth in the Development Plan, such dispute or disagreement shall be referred to the CEO of Eagle and the CEO of MDCO for resolution, and the CEOs shall use their reasonable and good faith efforts to resolve the matter in good faith within thirty (30) days after such referral, subject to Section 12.1.
Decision-Making; Dispute Resolution. All decisions of the JGC shall be by consensus. If the JGC cannot, or does not, reach consensus on an issue, then the dispute shall first be referred to the Senior Officers of the Parties, who shall confer in good faith on the resolution of the issue. Any final decision mutually agreed to by the Senior Officers shall be conclusive and binding on the Parties. If the Senior Officers are not able to agree on the resolution of any such issue within [*] days after such issue was first referred to them, then, such dispute shall be finally and definitively resolved by [*]; provided, however, that any such resolution may not [*], [*], without [*], then such activity or action shall not be taken and shall not be subject to any further dispute resolution unless mutually agreed to in writing by the Parties. Disputes arising between the Parties in connection with or relating to this Agreement or any document or instrument delivered in connection herewith, and that are outside of the jurisdiction of the JGC, shall be resolved pursuant to Section 12.6. Notwithstanding the foregoing, if [*], then prior to the expiration of the Research Term, AbbVie may extend the Research Term for a period reasonably determined to be necessary for completion of such activities, but not to exceed six (6) months by providing written notice of such extension to Licensee.
Decision-Making; Dispute Resolution. The parties recognize that a bona fide dispute as to certain matters may from time to time arise during the Term that relate to a party’s rights or obligations hereunder, including a dispute arising out of or relating to the interpretation of any provisions of this Agreement or the failure of a party to perform or comply with any obligation of such party pursuant to this Agreement or the breach, termination or validity hereof (a “Dispute”). Unless otherwise set forth in this Agreement, in the event of a Dispute arising under this Agreement among the parties, any party may refer such Dispute to the Executive Officers for a decision. The Executive Officers shall diligently and in good faith attempt to resolve the referred Dispute expeditiously and, in any event, within [***] ([***]) days of receiving such written notification. In the event that the Executive Officers are unable to reach a unanimous decision regarding any referred Dispute within the [***] ([***])-day period, then such Dispute shall be finally settled by binding arbitration, such arbitration to be conducted in accordance with the provisions set forth in Schedule 15.12. Each party shall participate in any such arbitration proceeding unless otherwise agreed by each Executive Officer. Except as otherwise set forth in this Agreement, the procedures specified in Schedule 15.12 shall be the sole and exclusive procedures for the *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. resolution of disputes between the parties arising out of or relating to this Agreement; provided, that a party, without prejudice to such procedures, may seek injunctive relief or other provisional judicial relief if in its sole judgment such action is necessary to avoid irreparable damage. Despite such action, the parties will continue to participate in good faith in the procedures specified in Schedule 15.12. Each party is required to continue to perform its obligations under this Agreement pending final resolution of any such Dispute.
Decision-Making; Dispute Resolution. The PSC and EC will reasonably discuss all matters that come before them. Decisions of the PSC and EC will be made by unanimous agreement, with each Party having one vote on the PSC and one vote on the EC. If the PSC cannot come to agreement on an issue at the applicable PSC meeting, other than with respect to a Batch Dispute, the PSC shall promptly refer the matter to the EC. The EC shall meet no later than 15 calendar days after referral of a matter to it by the PSC. The EC shall have 15 calendar days after meeting to resolve the matter. If the EC cannot mutually agree on a resolution of the matter before the expiration of the 15 day period, then Nuvelo is entitled to make the final decision for the EC on the matter, which Nuvelo decision shall not be unreasonable, with the exception of the following matters, which shall only be resolved by mutual agreement of the EC, Avecia’s agreement to such matters not be unreasonably withheld: (1) any matter which would require execution of a Programme Amendment Order; (2) any matter which would, other than as a result of an Avecia Default, adversely effect a manufacturing schedule— which schedule is not in conflict with the Project timeline set forth in the Work Program Timeline—established for a third party by Avecia, for use of Avecia’s facilities; or (3) materially change the Project timeline set forth in the Work Program Timeline. The decisions of the EC, whether determined by final decision of Nuvelo or mutual decision, in accordance with the preceding sentence, shall bind both of the Parties, except that: Avecia may refer a matter upon which Nuvelo made a final decision to dispute resolution in accordance with Clause 19.2 if in Avecia’s reasonable, good faith judgement, Nuvelo’s decision would (1) violate the express terms of this Agreement; or (2) result in a breach of Applicable Law.
Decision-Making; Dispute Resolution. I.84 Referral to Senior Executives. With the exception of those matters within the JSC or another Joint Committees decision-making authority subject to determination as provided in Section 2.6.2, if any dispute arises out of or relates to this Agreement, the Parties agree to first seek to resolve such dispute by referring such dispute to the respective Senior Executives of each Party for resolution. Such referral shall take place within 15 days after a written request by either Party to the other Party that resolution by the Senior Executives be attempted. If the Senior Executives of the Parties do not succeed in negotiating a resolution of such dispute within 15 days following referral to them for resolution, and a Party wishes to pursue the matter, such Party may initiate binding arbitration in accordance with Section 13.2. I.85
Decision-Making; Dispute Resolution. (a) Decisions of the JSC shall be made by unanimous vote, with the Company’s representatives on the JSC collectively having [***] and Horizon’s representatives on the JSC collectively having [***]. No vote of the JSC may be taken unless at least one of each Party’s representatives is present for the vote. Each Party shall be responsible for ensuring that, at all times, its representatives on the JSC act reasonably and in good faith in carrying out their respective responsibilities hereunder. If the JSC cannot reach consensus with regard to any matter within its authority within [***] ([***] for any issue to be addressed by the JSC under Section 2.2(a)(ii) with respect to the handling of a material safety concern that arises in a Clinical Trial under the Development Program (the “Clinical Trial Safety Concern Issue”)) after such matter has been brought to the JSC’s attention, then such matter shall be referred to the President and Chief Executive Officer of the Company and the Chief Strategy Officer of Horizon, or their designees (the “Executives”), who will promptly meet and attempt in good faith to resolve such issue [***] ([***] for any Clinical Trial Safety Concern Issue) from the date upon which such matter is referred to them, which resolution agreed to by the Executives shall be considered a decision made by the JSC.
Decision-Making; Dispute Resolution. Decisions within the scope of the JSC’s authority shall be made by unanimous vote, with each party’s representatives on the JSC collectively having one vote. The presence of at least one of each party’s JSC representatives constitutes a quorum for the conduct of business at any JSC meeting, and no vote of the JSC may be taken without a quorum present. If the JSC is unable to decide or resolve unanimously any matter within the scope of its authority set forth in Section 4.1, then, at the written request of either party, the issue shall be referred to the Chief Executive Officer of Cidara and the Chief Executive Officer of Xxxxxxx (in each case, such party’s “Senior Executive”) who shall promptly meet and attempt in good faith to resolve such issue within 30 days. If the Senior Executives cannot resolve such matter within 30 days of the date such matter is first referred to them, then, subject to the remainder of this Section 4.2 and Section 4.3:
Decision-Making; Dispute Resolution. (a) The Executive Steering Committee shall have a single chairperson with customary duties; the chairperson shall alternate between Alvotech and Alvogen every twelve (12) months, and shall initially be designated by Alvogen. All decisions of the Executive Steering Committee shall be made by unanimous vote and the highest-ranking executive attending or participating in the meeting of each of Alvotech and Alvogen on the Executive Steering Committee shall have the right to vote on behalf of any members of the Executive Steering Committee from such Party not attending or participating in the meeting.
Decision-Making; Dispute Resolution. The Executive Steering Committee shall have a single chairperson who shall (i) solicit agenda items from the other Executive Steering Committee members, coordinate and prepare the agenda (which shall include any agenda items reasonably proposed by Executive Steering Committee members from the other Party), provide the agenda along with appropriate information for such agenda reasonably in advance (to the extent possible) of any meeting and ensure the orderly conduct of the Executive Steering Committee's meetings,
