Decision Making. The JDC shall act by consensus. The representatives from each Party will have, collectively, one (1) vote on behalf of that Party. If the JDC cannot reach consensus on an issue that comes before the JDC and over which the JDC has oversight, then the Parties shall refer such matter to the JSC for resolution in accordance with Sections 2.2(e) and 2.6(b).
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Samples: License, Development and Commercialization Agreement, Development and Commercialization Agreement (Fibrogen Inc), Development and Commercialization Agreement (Fibrogen Inc)
Decision Making. The JDC shall act by consensus. The representatives from each Party will have, collectively, one (1) vote on behalf of that Party. If the JDC cannot reach consensus on an issue that comes before the JDC and over which the JDC has oversight, then the Parties shall refer such matter to the JSC for resolution shall be resolved in accordance with Sections 2.2(e) and 2.6(b)Section 2.7.
Appears in 4 contracts
Samples: Collaboration and License Agreement (Facet Biotech Corp), Collaboration and License Agreement (Trubion Pharmaceuticals, Inc), Collaboration and License Agreement (Trubion Pharmaceuticals, Inc)
Decision Making. The Decisions of the JDC shall act be made by consensus. The , with GCLC’s representatives from each Party will have, collectively, on the JDC collectively having one (1) vote and Artiva’s representatives on behalf of that Party. If the JDC cannot reach consensus on an issue that comes before collectively having one (1) vote. No vote of the JDC and over which may be taken unless at least one (1) 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 JDC has oversight, then the Parties shall refer such matter to the JSC for resolution act reasonably and in accordance with Sections 2.2(e) and 2.6(b)good faith in carrying out their respective responsibilities hereunder.
Appears in 2 contracts
Samples: Option and License Agreement (Artiva Biotherapeutics, Inc.), Option and License Agreement (Artiva Biotherapeutics, Inc.)
Decision Making. The JDC shall act will endeavor to reach decisions by consensus. The representatives from , with each Party will haveParty, collectivelythrough its representative members of the JSC, having one (1) vote on behalf vote. Approvals of that Partyeach respective applicable JDC matter will require the unanimous agreement of the representatives. If the a JDC cannot reach consensus unanimous agreement on an a matter issue that comes before it within [**] of the JDC meeting at which such issue was raised and over which the such JDC has oversight, then the Parties shall will refer such matter issue for resolution to the JSC for resolution in accordance with Sections 2.2(e) and 2.6(b)JSC.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Sage Therapeutics, Inc.), Collaboration and License Agreement (Sage Therapeutics, Inc.)
Decision Making. The Decisions of the JDC shall act be made by consensus. The , with GCLC’s representatives from each Party will have, collectively, on the JDC collectively having one (1) vote and Xxxxxx’s representatives on behalf of that Party. If the JDC cannot reach consensus on an issue that comes before collectively having one (1) vote. No vote of the JDC and over which may be taken unless at least one (1) 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 JDC has oversight, then the Parties shall refer such matter to the JSC for resolution act reasonably and in accordance with Sections 2.2(e) and 2.6(b)good faith in carrying out their respective responsibilities hereunder.
Appears in 2 contracts
Samples: Option and License Agreement (Artiva Biotherapeutics, Inc.), Option and License Agreement (Artiva Biotherapeutics, Inc.)
Decision Making. The At all times, the representatives of each Party on the JDC shall act take into consideration the view of the representatives of the other Party regarding the matters under consideration by consensusthe JDC, and the objective of the JDC shall be to reach agreement by consensus on matters after reasonable and open discussion. The representatives from Each Party, but not each Party will haverepresentative of a Party, collectively, shall have one (1) vote on behalf of all matters coming before the JDC. In the event that Party. If the JDC cannot reach consensus agreement on an issue that comes before the JDC and over which the JDC has oversighta matter by consensus, then the Parties shall refer such matter to the JSC for resolution in accordance with Sections 2.2(e) and 2.6(b)[†].
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Decision Making. The Subject to the remainder of this Section 2.2(d) and Section 2.4, the JDC shall act by consensusconsensus on matters within its jurisdiction. The representatives from each Party will on the JDC shall have, collectively, one (1) vote on behalf of that Party. If the JDC cannot reach consensus on an issue that comes before the JDC and over which it has decision-making authority within thirty (30) days after the JDC has oversightfirst meeting in which such issue was raised, then the Parties shall either Party may refer such matter to the JSC for resolution in accordance with Sections 2.2(e2.1(d) and 2.6(b)2.4.
Appears in 1 contract
Samples: Option, License and Collaboration Agreement (Assembly Biosciences, Inc.)
Decision Making. The Subject to the remainder of this Section 2.2(d) and Section 2.4, the JDC shall act by consensus. The representatives from each Party will have, collectively, one (1) vote on behalf of that Party. If the JDC cannot reach consensus on an issue that comes before the JDC within […***…] days of the meeting such issue was raised and over which the JDC has oversight, then the Parties shall either Party may refer such matter to the JSC for resolution in accordance with Sections 2.2(e2.1(e) and 2.6(b)2.4.
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Decision Making. The Subject to Section 2.6, the JDC shall act by consensusconsensus (or by unanimous written consent). The representatives from each Party will shall have, collectively, one (1) vote on behalf of that Party. If the JDC cannot reach consensus on an issue that comes before the JDC within [***] of the meeting such issue was raised and over which the JDC has oversight, then the Parties shall refer such matter to the JSC for resolution in accordance with Sections 2.2(e) and 2.6(b)2.6.
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Decision Making. The All decisions of the JDC shall act be made by consensus. The representatives from unanimous vote, with each Party having one vote. Reasonable efforts will havebe made to come to a consensus decision, collectively, but any matters that cannot be resolved by the JDC will be presented to the JEC for resolution. At least one (1) vote on behalf of that Party. If the JDC cannot reach consensus on an issue that comes before the JDC and over which the JDC has oversight, then the Parties representative from each Party shall refer such matter be present to the JSC represent a quorum for resolution in accordance with Sections 2.2(e) and 2.6(b)voting purposes.
Appears in 1 contract
Samples: Development and Commercialization Agreement (Human Genome Sciences Inc)
Decision Making. The JDC shall act by consensus. The representatives from each Party on the JDC will have, collectively, one (1) vote on behalf of that Party, and all decision making will be by consensus. If Disputes at the JDC cannot reach consensus on an issue that comes before the JDC and over which the JDC has oversight, then the Parties shall refer such matter to the JSC for resolution will be handled in accordance with Sections 2.2(e) and 2.6(bSection 3.3 (Resolution of JDC Disputes).
Appears in 1 contract
Samples: Exclusive License and Commercialization Agreement (Coherus BioSciences, Inc.)
Decision Making. The All decisions of the JDC shall act will be made by consensus. The representatives from , with each Party will have, collectively, having collectively one (1) vote on behalf of that Partyvote. If the JDC cannot is unable to reach consensus unanimous agreement on an issue that comes before any matter within its authority within [***] days following the JDC and over which the JDC has oversightdate such matter was first put to a vote, then the Parties JDC shall refer such the matter to the JSC [***] for resolution in accordance with Sections 2.2(e) and 2.6(b)[***].
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Decision Making. The JDC shall act by consensusunanimous consent. The representatives from each Party will have, collectively, one (1) vote on behalf of that Party. If the JDC cannot reach consensus unanimous consent on an issue that comes before the JDC and over which the JDC has oversight, then the Parties shall refer such matter shall be raised to the JSC for resolution in accordance with Sections 2.2(e) and 2.6(b)Section 3.4.3.
Appears in 1 contract
Samples: Collaboration and License Agreement (Prime Medicine, Inc.)
Decision Making. The Subject to the remainder of this Section 2.3(d) and Section 2.7, the JDC shall act by consensus. The representatives from each Party will have, collectively, one (1) vote on behalf of that Party. If the JDC cannot reach consensus on an issue that comes before the JDC and over which the JDC has oversight, then the Parties shall refer such matter to the JSC for resolution in accordance with Sections 2.2(e) and 2.6(b)2.7.
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Decision Making. The JDC shall act will operate by consensus. The representatives from each Party will have, collectively, have collectively one (1) vote on behalf of that Party. If the members of the JDC cannot reach consensus on an issue that comes before a matter, the JDC and over which the JDC has oversight, then the Parties shall refer such matter will be referred to the JSC for resolution as provided in accordance with Sections 2.2(e) Section 3.6, and 2.6(b)a special meeting of the JSC may be called for such purpose.
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Decision Making. The Subject to Section 2.7, the JDC shall act by consensusconsensus (or by unanimous written consent). The representatives from each Party will shall have, collectively, one (1) vote on behalf of that Party. If the JDC cannot reach consensus on an issue that comes before the JDC within [**] of such issue being raised to the JDC and over which the JDC has oversightoversight or within [**] if either Party notifies the other Party that such issue needs immediate attention (a “Time Critical Matter”), then the Parties shall refer such matter to the JSC for resolution in accordance with Sections 2.2(e) and 2.6(b)2.7.
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Decision Making. The Subject to the remainder of this Section 2.3(d) and Section 2.7, the JDC shall act by consensus. The representatives from each Party will have, collectively, one (1) vote on behalf of that Party. If the JDC cannot reach consensus on an issue that comes before the JDC and over which the JDC has oversight, then the Parties shall refer such matter to the JSC for resolution shall be resolved in accordance with Sections 2.2(e) and 2.6(bSection 2.7(a).
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