Final Decision-Making Authority. If the Executive Officers do not reach consensus on a Committee Matter within [***] after such Committee Matter is referred to them, then:
Final Decision-Making Authority. If the Executive Officers are unable to reach agreement on any such matter referred to them within [***] days after such matter is so referred (or such longer period as the Executive Officers may agree upon), then:
(a) Licensor Final Decision-Making Authority. Except as set forth in Section 3.5.2(b) (No Change; Status Quo), Licensor will have final decision-making authority over those matters within the jurisdiction of the JSC pursuant to Section 3.2 for the following matters: [***].
Final Decision-Making Authority. If the Executive Officers are unable to reach agreement on any such matter referred to them within [***] after such matter is so referred (or such longer period as the Executive Officers may agree upon), then:
(i) [***] will have final decision making authority on all aspects related to [***];
(ii) [***] will have final decision making authority on all aspects related to [***]; or
(iii) In relation to [***], [***] will have the final decision making authority for that country.
Final Decision-Making Authority. If the Executive Officers are unable to resolve the matter within [**] days after the matter is referred to them in accordance with this Section 4.4.2, then:
Final Decision-Making Authority. If for any reason the Steering Committee cannot resolve any matter properly referred to it, the matter shall be referred to a senior pharmaceutical executive of Neurocrine and a senior pharmaceutical executive of Pfizer for resolution. Neither of such senior pharmaceutical executives shall at the time of determination be a member of any Committee or subcommittee, and at such time shall be senior to Committee or subcommittee members appointed by such party. If such senior pharmaceutical executives after discussing the matter in good faith and attempting to find a mutually satisfactory resolution to the issue, fail to come to consensus, the final decision-making authority shall be allocated as follows:
(a) The senior pharmaceutical executive of Neurocrine will have the final decision-making authority for decisions regarding:
(i) [***];
(ii) [***];
(iii) [***]
(iv) [***]. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. provided, however, that Neurocrine's final decision-making authority with respect to the above-mentioned items shall terminate, and Pfizer shall thereafter assume final decision-making authority, with respect to each of the IR Product and the MR Product on the earlier of [***].
(b) The following matters will be matters with respect to which consensus decision making by the parties will be required ("Consensus Matters"). Consensus Matters must be by unanimous decision of the parties and neither party will have final decision making authority with respect to these matters. The following matters are Consensus Matters:
(i) [***];
(ii) [***]
(iii) [***];
(iv) [***]. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
(c) The senior pharmaceutical representative of Pfizer shall have the final decision-making authority with respect to the following:
(i) [***];
(ii) [***];
(iii) [***];
(iv) [***]
(v) [***].
(d) If a committee or subcommittee has made a decision with respect to a matter without referral to the senior pharmaceutical executives as provided in this Section 3.9, a party cannot be deemed to have breached Section 2.12 of this Agreement with respect to such decision.
Final Decision-Making Authority. If the Senior Officers are not able to agree on the resolution of any such issue within thirty (30) days after such issue was first referred to them, then subject to the remainder of this Section 2.7.2:
Final Decision-Making Authority. If the Executive Officers are unable to reach unanimous agreement on any such matter within [**] of the meeting between the Executive Officers, then no action will be taken as to the escalated matter until a joint decision can be made by the Parties, except that the following will apply:
2.7.3.1 except as set forth in Section 3.3.2 (Additional Indications Development), if the escalated matter relates to [**], then (a) [**] or (b) with respect to a [**];
2.7.3.2 if the escalated matter relates to Development of a Licensed Product for a new Indication, then the [**];
2.7.3.3 if the escalated matter relates to any Major Commercialization Activity, then [**];
2.7.3.4 if the escalated matter relates to the inventory holding and ship to strategy with respect to any Licensed Product in the Profit-Share Territory, then [**] will have final decision-making authority with respect to such matter; provided that [**];
2.7.3.5 the Development Lead Party for an activity will have final decision-making authority with respect to [**];
2.7.3.6 if the escalated matter relates to any Pricing Matter under a Joint Commercialization Plan as described in Section 5.7.1 (Pricing Matters), then the [**];
2.7.3.7 if the escalated matter relates to any dispute between the Parties with respect to the contents of any Biogen Publication, as described in Section 10.2.2 (Right to Review), then [**] will have final decision-making authority with respect to such matter;
2.7.3.8 if the escalated matter pertains to [**]; and
2.7.3.9 with respect to any matter set forth in this Section 2.7.3 (Final Decision-Making Authority) for which [**] has final decision-making authority, [**].
Final Decision-Making Authority. The Party with final decision-making authority shall make its decision in good faith, subject to the terms and conditions of this Agreement as follows:
Final Decision-Making Authority. If the Senior Officers are not able to agree on the resolution of any such issue within thirty (30) days after such issue was first referred to them, then subject to the remainder of this Section 2.7.2, (a) [***] shall have the final say on [***] (including [***]), (b) [***] and the [***] and (c) [***] shall have final decision making authority with respect to [***] (including, for clarity, [***] Notwithstanding the foregoing subsections (a), (b) and (c): (u) [***] final decision making authority with respect to [***] shall not be deemed to, and cannot be used to, limit or eliminate, [***] rights under [***] below or that would result in [***] breach of its covenants under [***] and [***] final decision making authority with respect to [***] shall not be deemed to, and cannot be used to limit or eliminate [***] rights under [***] below or that would result in [***] breach of its covenants under [***], (v) with respect to [***] shall consider in good faith any comments or concerns from [***] regarding the [***] as a result of [***] (w) [***] shall not have the right to make changes to [***] that will or are likely to have a material adverse effect on the applicable [***]; provided that if or to the extent that [***] the terms of [***] shall govern the Parties’ rights and obligations in respect of any such [***], (x) with respect to any [***] for which [***], [***] shall have the right to make any decision that [***]; provided that if or to the extent that any such changes will result in [***] , the terms of [***] shall govern the Parties’ rights and obligations in respect of any such [***], (y) neither Party shall use its final decision-making authority to (i) require the other Party to violate any Applicable Law, clinical or non-clinical research ethical requirement (including the conduct of any animal study that would not [***] or any requirement necessary to comply with an informed consent form), or any agreement it may have with any Third Party, (ii) amend the terms and conditions of this Agreement, (iii) other than as specifically set out in [***], require the other Party to [***] unless the Parties have agreed as to [***], and (z) [***] shall not have the right to (i) require [***] in excess of [***] required for the [***] as set out in [***] or (ii) require [***] that is reasonably expected to result in [***] (i.e., for which neither Party has exercised its decision making authority under this Section 2.7.2).
Final Decision-Making Authority. Each Party shall have final decision-making authority with respect to the issues described in this Section 2.6(b)); provided that such Party shall consider in good faith the input and recommendations provided by the other Party through the applicable Committee prior to making such decision. Decisions made by a Party pursuant to this Section 2.6(b) are not subject to dispute resolution in accordance with Section 13.2(b), but shall be made only after a failure of the CGB to reach resolution on such issue, and failure of the Executive Officers to resolve such issue pursuant to Section 13.2(a). For the avoidance of doubt, the right of a Party to make final decisions with respect to any issue shall not otherwise diminish or eliminate such Party’s obligations under this Agreement, including its obligation to exercise Commercially Reasonable Efforts where required herein.
(i) Ovid shall have final decision-making authority with respect to: (x) [*]; and (y) [*], and (z) [*].
(ii) Takeda shall have final decision-making authority with respect to: (w) [*]; (x) [*]; (y) [*]; (z) [*]. In addition, following an election by Takeda to Take the Lead on any activities hereunder pursuant to Section 15.6(c), [*].
