Decisions of the JRC. The JRC will use good faith efforts to promptly resolve any such matter for which it has authority. If, after the use of good faith efforts, the JRC is unable to resolve any such matter or any other disagreement between the Parties that may be referred to the JRC, then a Party may refer such matter to the Party’s respective Executive Officer for resolution as set forth below.
Decisions of the JRC. The JRC will use good faith efforts, in compliance with this Section 4.6.2 (Decisions of the JRC), to promptly resolve any disagreement of the JFC and any such matter for which the JRC has authority under this Agreement. If, after the use of good faith efforts, the JRC is unable to resolve any such matter that is within the scope of the JRC’s authority or any other disagreement between the Parties that may be referred to the JRC, in each case, within a period of [***], then either Party may refer such matter for resolution in accordance with Section 4.7 (Resolution of JRC Disputes) to [***] of Morphic (or [***] who has the power and authority to resolve such matter) and [***] of Xxxxxxx Research & Development, LLC (or [***] who has the power and authority to resolve such matter) (collectively, the “Executive Officers”).
Decisions of the JRC. Decisions of the JRC will be made by [***], with each Party’s representatives collectively having [***]. It is understood that the expertise of both Parties is valuable for sound decision-making and wherever practical, both Parties will in good faith work collaboratively to reach sound final decisions conducive to successful Development. If the JRC cannot or does not, after good-faith efforts, reach agreement on an issue with respect to which it has authority within the scope of the JRC’s authority pursuant to Section 2.10.4, then such issue will be referred to the Senior Executives of each Party for resolution in good faith. If the Senior Executives of each Party are unable to resolve such dispute within [***] of such referral, then [***] shall have the final decision-making authority with respect to such issue unless it relates to the prioritization of Collaboration Targets, determining when to commence activities on a particular Collaboration Target, the criteria for selection of Hits or Selected Conjugates, the determination of whether such criteria are satisfied by any Hit or Conjugate, or the selection of Hits for conjugation (in which case [***] shall have the final decision-making authority with respect to such issues), provided however, that neither Party shall be obligated, as a result of a final decision by the other Party, to violate any obligation or agreement it may have with a Third Party or to incur any additional costs not agreed to in writing by such Party. The status quo shall be maintained until the dispute has been resolved.
Decisions of the JRC. The JRC shall make its decision on matters within its purview only after the JRC discusses such matters and only after reasonably considering each Party’s comments (through its JRC members) on such matters. All decisions by the JRC must be consistent with the terms of this Agreement, and may not modify the terms and conditions of this Agreement or the rights and obligations of a Party under this Agreement.
Decisions of the JRC. Except as set forth in this Section 2.3, the JRC shall act with mutual consent of the Parties. In the event of a disagreement regarding any matter within the JRC’s authority under Section 2.2.3(c), either Party may refer such matter to the *** of the Parties (or the designees of the respective ***), who shall discuss such matter in good faith. If the *** or their designees, if applicable, are unable to resolve the matter within *** after the date of such referral, then either Party may elect to resolve such matter as a Dispute pursuant to Section 13.6.
Decisions of the JRC. At least four (4) members of the JRC will constitute a quorum for any meeting of the JRC; provided, that there are at least two (2) members
Decisions of the JRC. Decisions of the JRC will be by unanimous vote, with each Party having collectively one (1) vote, provided that if, after attempts to amicably resolve any disagreement at the JRC, the Parties are unable to agree on a matter to be decided by the JRC 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 Executive Officers for resolution in accordance with Section 19.2. If the Executive Officers are unable to resolve the matter within [***], or such other longer time the Executive Officers may otherwise agree upon, after the matter is referred to them, then such matter will be resolved in accordance with Section 19.2; provided, however, that [***] 2.3(b), [***] 2.3(c) [***] 2.3(d). For clarity, notwithstanding anything to the contrary, neither Party will have final decision-making authority (i.e., consensus will be required) with respect to any disagreements related to:
Decisions of the JRC. The JRC will use good faith efforts, in compliance with this Section 3.3.3 (Decisions of the JRC), to promptly resolve any such matter for which it has authority. If, after the use of good faith efforts, the JRC is unable to resolve any such matter referred to it by any other Committee or any matter with respect to the matters within the scope of the JRC’s authority or any other disagreement between the Parties that may be referred to the JRC, in each case, within a period of [***], then a Party may refer such matter to the Party’s respective Executive Officer for resolution in accordance with Section 3.4.1 (Referral to Executive Officers).
Decisions of the JRC. At least four (4) members of the JRC will constitute a quorum for any meeting of the JRC; provided, that there are at least two (2) members present from each Party. All decisions of the JRC will be made by the unanimous vote of all JRC members participating in the meeting. In the event that the members of the JRC cannot agree with respect to a particular issue, such issue will be referred to Axys' Chief Technical Officer and Cytovia's Chief Executive Officer who will discuss such issue in good faith (each Party giving due consideration to the other) and who will make a reasonable good faith effort to reach agreement thereon within the [ * ] period after such JRC meeting. In the event such persons are unable to reach an agreement on such issue, it will be referred to the Chief Executive Officers of Axys and Cytovia for resolution pursuant to Section 11.12.
Decisions of the JRC. At least [*] of the JRC shall constitute a quorum for any meeting of the JRC; provided, that there are at least [*] present from each Party. All decisions of the JRC shall be made by the [*] JRC members participating in the meeting. In the event that the members of the JRC cannot agree with respect to a particular issue, such issue shall be referred to the President of Axys and the Senior Vice President, Research at RPR for resolution pursuant to Section 11.12.
