Escalation to the Parties Clause Samples

Escalation to the Parties. If the Executive Officers are unable to resolve the matter within [**] after the matter is referred to them, then the matter shall be finally resolved as follows (other than with respect to Legal Disputes, which shall be governed by Section 17.2):

Escalation to the Parties. If the Executive Officers are unable to resolve the matter within [***] after the matter is referred to them, then the issue shall be finally resolved as follows: (i) PTC shall have final decision-making authority with respect to any disputes solely affecting [***], except for the determination as to whether (y) [***], or (z) [***]; (ii) Akcea shall have final decision-making authority with respect to whether [***]; (iii) while the JSC shall serve as the forum for the Parties for discussions on market access, reimbursement and pricing strategy globally, notwithstanding anything to the contrary set forth herein, each Party shall have sole authority with regard to setting pricing and reimbursement policies for each Product in their respective Territory but shall take into account the global impact of these decisions; and (iv) with respect to any other dispute not specifically falling under Section 5.4(c)(i) – 5.4(c)(iii) above, neither Party shall have final decision-making authority with respect to such dispute. provided, however, that (y) in no event shall any Committee or any Party alone have the power or authority to (1) amend this Agreement, (2) determine that a Party has fulfilled its obligations under Agreement or that the other Party has breached this Agreement, (3) make a decision that expressly requires the mutual agreement of the Parties or (4) require any Party to perform any act that such Party reasonably believes to be inconsistent with any Law. Any decision made by the Executive Officers in accordance with Section 5.4(b) or by a Party in accordance with this Section 5.4(c) shall be considered a decision made by the JSC. ActiveUS 169009360v.1