Common use of Decision Making Clause in Contracts

Decision Making. The JSC shall act by consensus. The representatives from each Party will have, collectively, one (1) vote on behalf of that Party. If the JSC cannot reach consensus on an issue that comes before the JSC and over which the JSC has oversight, then such matter shall be resolved in accordance with Section 2.7.

Appears in 3 contracts

Samples: Collaboration and License Agreement (Facet Biotech Corp), Collaboration and License Agreement (Trubion Pharmaceuticals, Inc), Collaboration and License Agreement (Trubion Pharmaceuticals, Inc)

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Decision Making. Decisions of the JSC shall be made by unanimous vote, with each Party’s representatives on the JSC collectively having one vote. No vote of the JSC may be taken unless at least one of each Party’s representatives is present and participating in such vote. The JSC’s decision-making authority shall be limited to those matters expressly delegated to it in this Agreement. The JSC shall act by consensus. The representatives from each Party will have, collectively, one (1) vote on behalf use reasonable efforts to resolve any disputes or disagreements concerning the matters within the scope of that Party. If the JSC cannot reach consensus on an issue that comes before the JSC and over which the JSC has oversight, then such matter shall be resolved in accordance with Section 2.7its authority.

Appears in 3 contracts

Samples: Exclusive License and Supply Agreement (Correvio Pharma Corp.), Exclusive License and Supply Agreement (SteadyMed Ltd.), Exclusive License and Supply Agreement (Cardiome Pharma Corp)

Decision Making. The JSC shall act by consensus. The representatives from each Party will have, collectively, one (1) vote on behalf of that Party. If the JSC cannot reach consensus on an issue that comes before the JSC and over which the JSC has oversight, then such matter shall be resolved in accordance with Section 2.72.3.

Appears in 3 contracts

Samples: License and Collaboration Agreement (AC Immune SA), License and Collaboration Agreement (AC Immune SA), License and Collaboration Agreement (AC Immune SA)

Decision Making. The JSC may make decisions with respect to any subject matter within the JSC’s functions as described above. Except as expressly provided in this Agreement, all decisions which are to be made by the JSC shall be made by unanimous vote or written consent, with each Party having one vote in all decisions. The JSC shall act by consensus. The use best efforts to resolve any disputes over the matters within its roles and functions or otherwise referred to it, and each Party’s JSC representatives from each Party will have, collectively, one (1) vote on behalf shall consider in good faith the views of that the other Party. If the ’s JSC cannot reach consensus on an issue that comes before the JSC and over which the JSC has oversight, then such matter shall be resolved representatives in accordance with Section 2.7making decisions.

Appears in 2 contracts

Samples: License Agreement (Neurocrine Biosciences Inc), License Agreement (Neurocrine Biosciences Inc)

Decision Making. The JSC Decisions of the JSC, as well as the decisions or recommendations of the Working Group, shall act be made by consensus. The representatives from each Party will haveunanimous vote, collectively, with at least one (1) vote on behalf of representative from each Party participating in any vote. In the event that Party. If the Working Group or the JSC cannot fails to reach consensus on an issue that comes before the JSC and over which the JSC has oversightunanimous agreement with respect to a particular matter within its authority, then such matter shall be resolved under the procedures set forth in accordance with Section 2.717.1.

Appears in 2 contracts

Samples: Development and Commercialization Agreement (La Jolla Pharmaceutical Co), Development and Commercialization Agreement (Biomarin Pharmaceutical Inc)

Decision Making. The JSC 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 Partythe JSC will require the unanimous agreement of the representatives. If the JSC cannot reach consensus unanimous agreement on an issue that comes before the JSC within [**] of the meeting at which such issue was raised and over which the JSC has oversight, then the Parties will refer such matter shall be resolved issue for resolution in accordance with Section 2.72.5 (Resolution of Committee Disputes).

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 JSC shall act be made by consensus. The representatives from unanimous vote, with each Party having a single vote irrespective of the number of representatives actually in attendance at a meeting. Decisions will havebe included in the written minutes of a meeting, collectively, one (1) vote on behalf with such written minutes approved by all persons present at such a meeting of that Partythe JSC. If the JSC cannot Parties are unable to reach consensus on an issue resolution within [*] ([*]) days following the date the matter in dispute is first brought to the attention of the JSC, that comes before the JSC and over which the JSC has oversight, then such matter shall be resolved in accordance with Section 2.710.2.

Appears in 2 contracts

Samples: Collaboration and License Agreement (Cytokinetics Inc), Collaboration and License Agreement (Cytokinetics Inc)

Decision Making. The In general, decisions of the JSC shall act by consensus. The require unanimous decision of the JSC representatives from present at a meeting, with each Party will have, collectively, having a single vote irrespective of the number of representatives of such Party in attendance or by a written resolution signed by at least one (1) vote on behalf of that representative appointed by each Party. Notwithstanding the above, [*]. If the JSC cannot does not, reach consensus a unanimous decision on an issue that comes before within the jurisdiction and authority of the JSC and over for which the JSC has oversightunanimity is required, within [*], then such matter shall the result will be resolved in accordance with Section 2.7that no decision has been reached.

Appears in 1 contract

Samples: License and Collaboration Agreement (DiCE MOLECULES HOLDINGS, LLC)

Decision Making. The Decisions within the scope of the JSC’s authority shall be made by unanimous vote, with each Party’s representatives on the JSC shall act by consensuscollectively having one vote. The presence of at least one of each Party’s JSC representatives from each Party will haveconstitutes a quorum for the conduct of business at any JSC meeting, collectively, one (1) and no vote on behalf of that Partythe JSC may be taken without a quorum present. If the JSC cannot reach consensus on an issue that comes before is unable to decide or resolve unanimously any matter within the JSC 32 scope of its authority and over which the JSC has oversightresponsibilities, then such matter shall be resolved in accordance with Section 2.73.1(f).

Appears in 1 contract

Samples: Exclusive License and Collaboration Agreement (Cidara Therapeutics, Inc.)

Decision Making. The Decisions of the JSC shall act be made by consensus. The unanimous vote, with each party’s representatives from each Party will have, collectively, one (1) vote on behalf of that Party. If the JSC cannot reach consensus on an issue that comes before collectively having one vote. No vote of the JSC and over which may be taken unless at least one of each party’s representatives is present for the JSC has oversight, then such matter shall be resolved in accordance with Section 2.7vote.

Appears in 1 contract

Samples: Collaboration and License Agreement (Trius Therapeutics Inc)

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Decision Making. The With respect to decisions taken on matters placed by either party before the JSC, each Party shall have one vote. Decisions of the JSC shall act be made by consensus. The representatives from each Party will have, collectively, one (1) vote on behalf unanimous approval of that Partythe Parties. If the members of the JSC cannot reach consensus on an issue that comes before agreement after commercially reasonable efforts to do so, then either Party’s representative to the JSC and over which may refer such dispute to the JSC has oversight[***] of each Party, then who shall meet in person or by telephone within [***] ([***]) days after such matter shall be resolved referral to attempt in accordance with Section 2.7good faith to resolve such dispute.

Appears in 1 contract

Samples: Compound License Agreement (Unity Biotechnology, Inc.)

Decision Making. The All JSC decisions in any matter requiring the JSC’s action or approval must be unanimous, with each Party’s representatives on the JSC collectively having one vote. No JSC vote may be taken unless a majority of the JSC members are present. Any matters relating to the Collaboration that cannot be resolve by the JSC shall act by consensus. The representatives from each Party will have, collectively, one (1) vote on behalf of that Party. If be escalated to the JSC cannot reach consensus on an issue that comes before the JSC and over which the JSC has oversight, then such matter shall be resolved in accordance with Executives for resolution pursuant to Section 2.711.

Appears in 1 contract

Samples: Collaboration Agreement (Apollomics Inc.)

Decision Making. The Decisions of the JSC shall act be made by consensus. The representatives from unanimous vote, with each Party having a single vote irrespective of the number of representatives actually in attendance at a meeting. Decisions will havebe included in the written minutes of a meeting, collectively, one (1) vote on behalf with such written minutes approved by all persons present at such a meeting of that Partythe JSC. If the JSC cannot Parties are unable to reach consensus on an issue resolution within [*] days following the date the matter in dispute is first brought to the attention of the JSC, that comes before the JSC and over which the JSC has oversight, then such matter shall be resolved in accordance with Section 2.710.2.

Appears in 1 contract

Samples: Collaboration and License Agreement (Cytokinetics Inc)

Decision Making. The Decisions of the JSC shall act be made by consensus. The unanimous consent, with each Party’s representatives from each Party will have, collectively, on the JSC collectively having one (1) vote. No vote on behalf may be taken unless at least one (1) of that each Party. If the JSC cannot reach consensus on an issue that comes before the JSC and over which the JSC has oversight, then such matter shall be resolved in accordance with Section 2.7’s representatives is present.

Appears in 1 contract

Samples: Collaboration Agreement (Exscientia LTD)

Decision Making. The During the Option Period, decisions of the JSC shall act be made by consensus. The , with each Party’s representatives from each Party will have, collectively, one (1) vote on behalf of that Party. If the JSC cannot reach consensus on an issue that comes before collectively having one vote. No vote of the JSC and over which 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 has oversight, then such matter shall be resolved act reasonably and in accordance with Section 2.7good faith in carrying out their respective responsibilities hereunder.

Appears in 1 contract

Samples: Option and License Agreement (Curis Inc)

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