Decision-Making; Limitations on JSC Sample Clauses

Decision-Making; Limitations on JSC. Decisions of the JSC shall be made by consensus, including issues concerning technical feasibility and the deployment of Codexis resources, with each Party having collectively one (1) vote in all decisions. The JSC shall have only such powers as are specifically delegated to it in this Agreement, and such powers shall be subject to the terms and conditions set forth herein. Without limiting the generality of the foregoing, the JSC shall have no power to amend this Agreement, the Technology Transfer Plan, or any Statement of Work. The Parties shall be alternately responsible for preparing and circulating minutes, for approval by the non-preparing Party, within fourteen (14) days after each meeting including but not limited to a list of topics of discussion at the meeting and a list of any actions, decisions or determinations approved and a list of any issues and actions to be resolved. If the JSC is unable to reach a consensus decision on a matter that is within its decision-making authority within thirty (30) days after it has met and attempted to reach such decision, then such matter shall be resolved in accordance with Article 13. Any matter not expressly provided for hereunder and any matter relating to any Merck Background IP, Merck Developed API, Therapeutic Products, Platform Technology (other than certain Improvements with respect thereto), Licensed IP (other than certain Improvements with respect thereto), or Codexis Background IP (other than certain Improvements with respect thereto) shall remain outside of the scope of the JSC.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Decision-Making; Limitations on JSC. Except as otherwise expressly provided in this Agreement, decisions of the JSC shall be made [* * *], with each Party having collectively one (1) vote in all decisions. The JSC shall have only such powers as are specifically delegated to it in this Agreement and such powers shall be subject to the terms and conditions set forth in this Agreement. Without limiting the generality of the foregoing, the JSC shall have no power to amend, modify, or waive compliance with this Agreement. If the JSC is unable to reach a [* * *] decision on a matter that is within its decision-making authority within [* * *] after it has met and attempted to reach such decision, then either Party may submit such matter for resolution to the Executive Officers in accordance with Section 14.2. If the Executive Officers are unable to resolve the issue due to which a decision is not able to be rendered in accordance with Section 14.2, then Catalyst shall hold the decision-making authority provided such decision does not impact ISU financially in a materially adverse way, and Catalyst considers in good faith the comments and suggestions of ISU when exercising its decision making authority. Notwithstanding the foregoing, in the event a dispute related to a decision of the JSC has not been resolved as set forth above: [* * *]. Confidential treatment has been sought for portions of this Agreement. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
Sample 1Sample 2See All (4)
Decision-Making; Limitations on JSC. Except as otherwise expressly set forth in this Agreement, decisions of the JSC shall be made by consensus, with each Party having collectively one (1) vote in all decisions. The JSC shall have only such powers as are specifically delegated to it in this Agreement and such powers shall be subject to the terms and conditions set forth in this Agreement. Without limiting the generality of the foregoing, the JSC shall have no power to amend, modify or waive compliance with this Agreement. In the event that the JSC is unable to reach a consensus decision on a matter that is within its decision-making authority within thirty (30) days after it has met and attempted to reach such decision, then either Party may submit such matter for resolution to the Executive Officers in accordance [***] 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. with Section 14.2 (Resolution by Executive Officers), and the dispute resolution procedure set forth in Article 14 (DISPUTE RESOLUTION) shall apply.
Sample 1Sample 2Sample 3
Decision-Making; Limitations on JSC. (a) Except as otherwise expressly provided in this Agreement, decisions of the JSC shall be made by consensus, with each Party having collectively one (1) vote in all decisions. The JSC shall have only such powers as are specifically delegated to it in this Agreement and such powers shall be subject to the terms and conditions set forth in this Agreement. Without limiting the generality of the foregoing, the JSC shall have no power to amend this Agreement. In the event that the JSC is unable to reach a consensus decision on a matter that is within its decision-making authority within [***] after it has met and attempted to reach such decision, then either Party may, by written notice to the other, have such issue referred to the Chief Executive Officer of OncoMed, or such other person designated in writing by OncoMed from time to time, and the Senior Vice President for External Drug Discovery of GSK, or such other person designated in writing by GSK from time to time, (collectively, the “Executive Officers”) for resolution. In such a circumstance, the Executive Officers shall meet promptly to discuss the matter submitted and to determine a resolution. If the Executive Officers are unable to resolve the Dispute in accordance with Section 15.2, unless the matter is one over which GSK or OncoMed has final decision-making authority, such Dispute will be resolved through arbitration under Section 15.3.
Sample 1Sample 2
Decision-Making; Limitations on JSC. Except as provided under Section 5.1.6, decisions of the JSC shall be made by consensus, including issues concerning technical feasibility and the deployment of Codexis resources, with each Party having collectively one (1) vote in all decisions. The JSC shall have only such powers as are specifically delegated to it in this Agreement, and such powers shall be subject to the terms and conditions set forth herein. Without limiting the generality of the foregoing, the JSC shall have no power to amend this Agreement or the Technology Transfer Plan. The Parties shall be alternately responsible for preparing and circulating minutes, for approval by the non-preparing Party, within fourteen (14) days after each meeting including but not limited to a list of topics of discussion at the meeting and a list of any actions, decisions or determinations approved and a list of any issues and actions to be resolved. If the JSC is unable to reach a consensus decision - 38 - SV\1263057.27 on a matter that is within its decision-making authority within thirty (30) days after it has met and attempted to reach such decision, then either Party may refer such matter for resolution by the executive officers designated by the Parties for attempted resolution pursuant to Section 12.1. In the event that the executive officers are unable to resolve such matter within the time period specified in Section 12.1, then in the case of any decision relating to the conduct of a Collaborative Project, such Collaborative Project shall immediately terminate. Any matter not expressly provided for hereunder and any matter relating to any GSK Background IP, GSK Compound, Licensed Product, Platform Technology, Licensed IP, or Codexis Background IP shall remain outside of the scope of the JSC.
Sample 1
Decision-Making; Limitations on JSC. 7.3.1 With respect to decisions of all Committees other than the JSC, the representatives of each Party will have collectively one (1) vote on behalf of such Party. For each meeting of such
Sample 1
Decision-Making; Limitations on JSC. Decisions of the JSC shall be made by consensus, with the representatives of each Party having, collectively, one (1) vote in all decisions. The JSC shall have only such powers as are specifically assigned to it in this Agreement, and such powers shall be subject to the terms and conditions set forth herein. Without limiting the generality of the foregoing, the JSC shall have no power to amend, modify or waive compliance with this Agreement, or take any action which, under the terms of this Agreement, requires the consent or agreement of either or both of the Parties, without having received such consent or agreement. In the event that the JSC is unable to reach a consensus decision on a matter that is within its decision-making authority within ten (10) Business Days after it has met and used best efforts to reach consensus with respect to such decision, then the Chair may refer such disagreement to a meeting between the Senior Officers for resolution. Such meeting shall take place as soon as practicable, but in no event later than ten (10) Business Days after the date of the applicable referral. If the Senior Officers of the Parties cannot, in good faith, resolve such disagreement within five (5) Business Days after such meeting or such longer period as is agreed by the Senior Officers (such agreement not to be unreasonably withheld), then NanoString shall have final decision-making authority. Notwithstanding the foregoing, decisions regarding (i) Development Failure, (ii) amendments and modifications to the Development Plan that will delay Development by [†] or result in a Product that no longer relies on the Hyb& Seq Technology, (iii) decisions on technology ownership pursuant to Section 2.1.1(f), (iv) amendments and modifications to the Development Plan that alter the ultimate target market for the Product away from clinical diagnostic sequencing, and (v) proposed budget increases that would result in the Quarterly Budget for the [†] covered by a Forecast to be [†], cannot be taken without concurrence of the Parties. For purposes of the foregoing, the “Hyb & Seq Technology” means the subject matter claimed in the patent applications set forth on Schedule 2.1.3 or substantially related thereto.
Sample 1
AutoNDA by SimpleDocs
Decision-Making; Limitations on JSC 
Sample 1

Related to Decision-Making; Limitations on JSC

  • LIMITATIONS ON ALLOCATIONS If the Employer maintains or has ever maintained another qualified plan (other than the Sponsor's paired defined contribution plan numbers 01003, 01004, 01006, or the Sponsor's paired defined benefit plan number 02001), in which any Participant in this Plan is (or was) a Participant or could possibly become a Participant, the following provision(s) must apply. The Employer must also complete this Section if it maintains a welfare benefit fund, as defined in Section 419(e) of the Code, or an individual medical account, as defined in Section 415(l)(2) of the Code, under which amounts are treated as Annual Additions with respect to any Participant in the Plan.

  • Limitations on Amendments (a) The amendments set forth in Section 1, above, are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document or (ii) otherwise prejudice any right or remedy which Lenders or Agent may now have or may have in the future under or in connection with any Loan Document.

  • Limitations on Review Obligations The Asset Representations Reviewer may rely on the information in any Review Notice, the list(s) of the Subject Receivables provided by the Servicer, and the accuracy and completeness of the Review Materials. The Asset Representations Reviewer will have no obligation:

  • Limitations on Investments The Company will not, and will not permit any of its Subsidiaries to, make any Investment other than (i) a Permitted Investment or (ii) an Investment that is made as a Restricted Payment in compliance with Section 4.7 hereof.

  • Limitations on Use Each Party shall use, and cause each of its Affiliates, its licensees and its sublicensees to use, any Confidential Information obtained by such Party from the other Party, its Affiliates, its licensees or its sublicensees, pursuant to this Agreement or otherwise, solely in connection with the activities or transactions contemplated hereby.

  • Considerations on Review In considering the review, the Plan Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

  • Limitations on Powers Notwithstanding any other provision of this Agreement and any provision of law, the Company shall not engage in any business or activity other than as set forth in this Agreement.

  • Limitations on Amount Buyer will have liability (for indemnification or otherwise) with respect to claims under Section 11 only for an amount equal to the amount of the Purchase Price paid by Buyer as of the date that the claim for indemnification is made.

  • Limitations on Consultations The Advisor is prohibited from consulting with other advisors of the Fund, except Vanguard, concerning transactions for the Fund in securities or other assets.

  • Certain Limitations on Indemnification (a) Notwithstanding anything to the contrary contained herein:

Time is Money Join Law Insider Premium to draft better contracts faster.