Failure to Reach Consensus. In the event that the Job Evaluation Committee cannot reach consensus on the matter(s) before it, the matter(s) shall be referred to the Job Evaluation Referee as outlined in 23.11.
Failure to Reach Consensus. Except as set forth in Section 3.6, in the event that the members of the JSC cannot come to consensus within fifteen (15) days with respect to any matter over which the JSC has authority and responsibility, the JSC shall submit the respective positions of the Parties with respect to such matter for discussion in good faith by the Parties’ respective Chief Executive Officers or their respective designees. If such individuals are not able to mutually agree upon the resolution to such matter within fifteen (15) days after the JSC’s submission to them, then the Chief Executive Officer of Galectin Therapeutics shall have the right to decide such matter, taking into account and seeking reasonably to accommodate (i) Procaps’ legitimate interest under the Agreement and (ii) the operating principals in Section 3.7; provided, that in no event can the Chief Executive Officer of Galectin Therapeutics unilaterally decide such matter in a manner that would violate the limitations set forth in Section 3.4 or increase Procaps’ costs to Pursue Approval or Market and Distribute the Product greater than ten percent (10%) of the amount set forth in the then current Approval Plan or Marketing and Distribution Plan, as applicable, unless such increase is necessitated by the requirement, order or request of a Regulatory Authority. Notwithstanding the foregoing, consensus of the JSC or mutual agreement of the Chief Executive Officers shall be necessary with respect to any decision that materially impairs or is reasonably likely to impair any rights or assets of either Party or any of their respective Affiliates, and unless and until the JSC reaches consensus or the Chief Executive Officers reach mutual agreement on any such matter, the Parties shall continue to operate under the status quo with respect to such matter and neither Party shall have the right, without the prior written consent of the other Party, to take any action that departs from the status quo with respect to such matter.
Failure to Reach Consensus. In the event that the members of the JDC cannot come to consensus within ten (10) days with respect to any matter over which the JDC has authority and responsibility, the matter shall be resolved as follows:
(i) Prior to approval of the NDA for the Product in the U.S. Territory and subject to Section 4.2(a), Transcept’s representatives on the JDC shall have the right to decide such matter reasonably, except that in no event can Transcept’s representatives on the JDC unilaterally decide such matter in a manner that is contrary to the express terms of this Agreement.
(ii) After approval of the NDA for the Product in the U.S. Territory, for any matter pertaining to Development of Product in the Transcept Territory or to Development of Product in the U.S. Territory in support of Regulatory Approval in the Transcept Territory, the JDC shall submit the respective positions of the Parties with respect to such matter for discussion in good faith by the Alliance Managers. If such Alliance Managers are not able to mutually agree upon the resolution of such matter within ten (10) days after the JDC’s submission to them, then the Alliance Managers shall submit the respective positions of the Parties to the respective chief executive officers of Transcept and Purdue for resolution. If such chief executive officers are not able to mutually agree upon the resolution of such matter within [***] after submission to them, then, subject to the limitations of Section 3.9, [***] shall have the right to decide such matter reasonably, [***] legitimate interest under this Agreement, except that in no event can the [***] such matter in a manner that is contrary to the express terms of this Agreement;
(iii) After approval of the NDA for the Product in the U.S. Territory, for any matter pertaining to the Development of Product in the U.S. Territory (but excluding Development of Product in the U.S. Territory in support of Regulatory Approval in the Transcept Territory and any activity described in Section 4.1(b)), the JDC shall submit the respective positions of the Parties with respect to such matter for discussion in good faith by the Alliance Managers. If such Alliance Managers are not able to mutually agree upon the resolution to such matter within ten (10) days after the JDC’s submission to them, then the Alliance Managers shall submit the respective positions of the Parties with respect to such matter to the respective chief executive officers of Transcept and Purdue for resolu...
Failure to Reach Consensus. If any steering committee is unable to decide a matter by consensus, then:
4.6.3.1. MedImmune shall have the final decision authority on any matter with respect to Products that are subject to a Development and Commercialization License; and
4.6.3.2. MedImmune shall have the final decision authority on any matter under a Research Plan or Development Plan that MedImmune is funding; and
4.6.3.3. MedImmune shall have the final decision authority on any matter with respect to a Delivery Device that Inovio is designing, developing, and/or manufacturing of behalf of MedImmune to exploit any Product.
4.6.3.4. all other matters shall be referred to the Chief Executive Officer of Inovio or equivalent position or his/her nominee and the SVP of Oncology iMed of MedImmune or equivalent position or his/her nominee for resolution, who together shall use reasonable and good faith efforts to reach a decision by consensus within [XXXXXXX] after the date such matter is referred to them. If the Parties still fail to reach a decision within such [XXXXXXX], then the final decision shall be MedImmune’s, which shall be exercised in good faith. Any such decision shall constitute a decision of the applicable steering committee.
Failure to Reach Consensus. If the JRC is unable to decide a matter by consensus, then Roche shall have the final decision authority on any matter. However, a unilateral decision by Roche shall not result in any material change of the day to day use or operational allocation of Pieris’ personnel, equipment and resources, or in any material increase in the overall level of resources to be committed by Pieris to the Research Plan unless Roche compensates Pieris accordingly.
Failure to Reach Consensus. If the JOC is unable to decide a matter requiring JOC approval by consensus, then the matter shall be escalated to the […***…]. However:
(1) decisions related to the responsibilities in Sections 4.4(l) […***…], (m) (promotional materials outside of the FMI guidelines), and (t) (Average Delivery Time Metric) shall require agreement by the Parties;
(2) decisions related to Section 4.4(o) […***…] shall be referred to the CEO of the Roche Group;
(3) decisions related to Section 4.4(u) (Initial Launch and F1CDx Initial Launch Plan) shall be escalated to the JMC as set forth in the Collaboration Agreement, provided that if the JMC is unable to decide such matter, FMI shall have final decision-making authority; and
(4) decisions related to Section 4.4(v) (changes to F1CDx bait set) shall be subject to FMI’s final decision-making authority.
Failure to Reach Consensus. If the JOC is unable to decide a matter requiring JOC approval by consensus, then the matter shall be escalated to the […***…].
Failure to Reach Consensus. In the event that the members of the JC cannot come to consensus within [ * ] with respect to any matter over which the JC has authority and responsibility, the JC shall submit the respective positions of the Parties with respect to such matter for discussion in good faith by Senior Management. Until and only if Senior Management is able to mutually agree upon the resolution to such matter, the Parties shall continue to operate under the status quo and neither Party shall have the right, without the consent of the other Party, to implement any changes to the status quo that would result from resolution of such matter.
Failure to Reach Consensus. If the JRC is unable to decide a matter by consensus, then the matter shall be escalated as set forth in Section 6.6.4.
Failure to Reach Consensus. In the event that the members of the JDC cannot come to consensus within [*] with respect to any matter over which the JDC has authority and responsibility, the JDC shall submit the respective positions of the Parties with respect to such matter to the JSC for decision.
