Common use of Failure to Reach Consensus Clause in Contracts

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. Except as set forth in Section 3.6, in 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 then, subject to the Chief limitations of Section 3.4, the Executive Officer of Galectin Therapeutics CRXX shall have the right to decide such matter, taking into account and seeking reasonably to accommodate (i) Procaps’ PGx’s legitimate interest under the Agreement Agreement, and (ii) the operating principals in Section 3.7; provided, except that in no event can the Chief Executive Officer of Galectin Therapeutics CRXX unilaterally decide such matter in a manner that would violate significantly extend the limitations set forth timelines under the Development Plan without material safety, technical, or regulatory cause, or in Section 3.4 or increase Procaps’ costs any other manner that is contrary to Pursue Approval or Market and Distribute CRXX’s obligation to use Diligent Efforts to Develop 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 AuthorityProduct. Notwithstanding the foregoing, consensus of the JSC or mutual agreement of the Chief Executive Officers shall be necessary with respect to (i) any decision that materially impairs or is reasonably likely to impair any rights or assets of either Party PGx or any of their respective its Affiliates, or that creates or is reasonably likely to create a financial obligation for PGx or any of its Affiliates or obligate PGx or its Affiliates to utilize any resources), and (ii) all matters following PGx’s exercise of the Co-Development Option, 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. Except as set forth in Section 3.6, in 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 designeesAlliance Managers. If such individuals Alliance Managers 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 Alliance Managers shall submit the respective positions of Galectin Therapeutics the Parties with respect to such matter to the respective chief executive officers of VIVUS and Menarini for resolution. If such chief executive officers are not able to mutually agree upon the resolution to such matter within *** after submission to them, then, subject to the limitations of Section 3.4, (a) to the extent such matter relates to a Development, regulatory, or manufacturing issue, the chief executive officer of VIVUS shall have the right to decide such matter, taking into account always with the aim of preserving the commercial viability of the Product in the Menarini Territory, and seeking reasonably to accommodate (i) Procaps’ legitimate interest under the Agreement and (ii) the operating principals in Section 3.7; provided, except that in no event can the Chief Executive Officer chief executive officer of Galectin Therapeutics VIVUS unilaterally decide such matter in a manner that (i) creates or would violate reasonably be expected to create ***; (ii) *** or would reasonably be expected to *** 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 Menarini Territory; or Marketing and Distribution Plan, as applicable, unless such increase (iii) is necessitated by contrary to the requirement, order or request express terms 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 this Agreement or any other written agreement between the Parties; and (b) to the extent such matter relates to a Commercialization issue (other than a manufacturing or regulatory issue), the chief executive officer of their respective Affiliates, and unless and until Menarini shall have the JSC reaches consensus or the Chief Executive Officers reach mutual agreement on any right to decide such matter, always with the Parties shall continue to operate under aim of preserving the status quo with respect to commercial viability of the Product in the Menarini Territory, and except that in no event can the chief executive officer of Menarini unilaterally decide such matter and neither Party shall have in a manner that (i) creates or would reasonably be expected to create ***; (ii) *** or would reasonably be expected to *** the right***, without (or (ii) is contrary to the prior express terms of this Agreement or any other written consent of agreement between the other Party, to take any action that departs from the status quo with respect to such matterParties.