Common use of Decision Making Process Clause in Contracts

Decision Making Process. Each Party, acting through its representatives to the JRC, shall have one vote on the JRC. Any decision of the JRC shall require the affirmative vote of both Parties, through their representatives to the JRC. Any dispute at the JRC shall be referred to the Chief Scientific Officer of Infinity and the Head of Oncology Research of Novartis for good faith resolution. In the event that the dispute is not resolved, Novartis shall have the deciding vote. No such decisions shall obligate Infinity to spend money or devote resources outside those previously agreed to in the mutually-agreed Research Plan, in no event may the JRC or Novartis amend the terms of this Agreement or override Infinity’s rights specified in Sections 2.4.5(b) or 12.3 and in no event may Novartis unilaterally (a) determine that a Licensed Compound shall be recategorized into a Profile as set forth in Section 2.4.6, (b) change the criteria for the Profiles without compelling and convincing data that indicates that the criteria are unlikely to result in clinical differentiation (provided, however, that if there is a dispute over whether such data is compelling and convincing, Novartis shall have the deciding vote), or (c) determine that it has fulfilled any obligations hereunder or that Infinity has breached any obligations hereunder.