JCC Decision-Making Sample Clauses

JCC Decision-Making. The JCC shall make its decisions by (i) consensus of its members present at a meeting (provided that at least one member from each Party is present at such meeting), with Eagle and Spectrum each having collectively, among its respective members, one vote irrespective of the number of members in attendance, or (ii) a written resolution signed by at least the co-chairperson appointed by each Party or his/her designee identified in writing. If the JCC is unable to reach consensus regarding a matter before it, then Eagle shall have final decision making authority with respect to such matter, and the decision of Eagle’s co-chairperson of the JCC with respect to any such matter shall be final and binding on the Parties, subject to the following provisions of this Section 2.3(d): (i) Spectrum shall have final decision making authority with respect to the day-to-day operations and management of the CAM Team and other Spectrum Personnel. For the avoidance of doubt, Spectrum shall only have final decision making authority with respect to the practical, logistical aspects of implementing Spectrum’s obligations under this Agreement and, subject to the remainder of this Section 2.3(d), Eagle shall have final decision making authority with respect to all other matters relating to Products in the Territory, including: strategic matters (e.g., use of Product Trademarks, Product packaging, brand positioning, messaging and other marketing strategies); identification of Target Prescribers/Accounts; and decisions about methods and criteria for monitoring Spectrum’s performance under the Commercialization Plan [ * ]. (ii) Eagle shall not use its final decision making authority with respect to the following matters: (A) Changing the Revenue Thresholds; (B) Expanding the performance responsibilities or financial obligations of Spectrum beyond those in this Agreement; (C) Increasing the number of CAMs Promoting the Products to more than thirty-two (32) FTEs; (D) Requiring Spectrum to take any action that Spectrum believes, in good faith and on the advice of counsel, may violate any Applicable Laws; (E) Matters under Section 2.4(b)(viii) that require agreement of the Parties; or (F) Amending, altering or modifying any Commercialization Plan to effect any of the foregoing, (A) through (E). (iii) Neither Party may use its final decision making authority to amend, alter or modify this Agreement. (iv) In the event the JCC is unable to reach consensus with regard to any matter to be de...
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JCC Decision-Making. The JCC is a consultative body only and has no decision making power.
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JCC Decision-Making. The JCC shall act by consensus. Each representative from each Party shall have one (1) vote on behalf of that Party. If the JCC cannot reach consensus within [***] Business Days on any issue that comes before the JCC for which the JCC is responsible, then the Parties shall refer such matter to the relevant Chief Officers at MorphoSys and COMPANY ("Designated JCC Officers") for resolution. In the event of a Dispute between COMPANY and MorphoSys that cannot be resolved within [***] Business Days by the Designated JCC Officers with respect to matters concerning the Commercialization, the Designated JCC Officers shall refer the issue to the JSC which will decide upon the matter pursuant to Section 9.2(e).
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JCC Decision-Making. All decisions of the JCC shall be made by unanimous agreement of all JCC members present at a meeting and no action taken at any meeting of the JCC shall be effective unless a representative of each of Capital, Global and any Third Party funder (if applicable). In the event that the JCC is unable to reach agreement on a matter (including due to lack of a quorum at a meeting) (a “JCC Deadlock”) within 30 days after the date of the JCC meeting at which such matter is first scheduled to be voted upon, such JCC Deadlock shall be referred to the senior representatives of each of Capital, Global and any Third Party funder (as applicable) identified in the Project Funding Agreement. If the senior representatives do not reach resolution within thirty (30) days of the referral of a JCC Deadlock to them, then Global shall have the final decision-making authority with respect to the JCC Deadlock (unless otherwise set out in the Project Funding Agreement) provided that (i) such decision shall be consistent with the terms of this Agreement, (ii) Global shall have no right to amend the terms of this Agreement, (iii) such decision-making authority shall not apply to day-to-day operational decisions with regard to a Project which decisions shall be made by Capital and (iv) at all times no decision of the JCC shall, require or cause Capital to breach any term of an agreement in respect of which Capital has been granted rights including intellectual property rights from a Third Party in relation to a Project or is likely to, bring Capital into disrepute.
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JCC Decision-Making. The JCC will act by unanimous vote, with each of Merck and FHT having one vote. The members of the JCC will attempt in good faith to reach consensus on all matters brought before the JCC, provided that if consensus on an issue cannot be reached, the issue in dispute will be promptly referred to the Senior Vice President of Merck Research Laboratories responsible [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 ON THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. for worldwide licensing and external scientific affairs and the Chief Executive Officer of FHT for resolution, and if they cannot agree: (a) FHT will have the final decision-making authority with respect to issues involving the methods or procedures for harvesting and collecting of tissue, and (b) Merck will have the final decision-making authority with respect to all other matters subject to decision by the JCC; provided, however, that Merck shall not have the final decision-making authority with respect to decisions which require that FHT expend additional amounts other than those for which it is paid by Merck hereunder pursuant to Section 5.3 and 5.4, including any budgets to be approved by the JCC pursuant to Section 2.4.9(d).
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JCC Decision-Making. BMS and Otsuka agree that, commencing January 1, 2013, and for the remainder of the U.S. Abilify Extension Term, Otsuka shall designate one of its JCC members to be Chair of the JCC, BMS shall designate one of its JCC members to be Co-Chair of the JCC and, in the event of a tie vote on the JCC regarding a matter relating to Commercialization of Product in the United States, and other matters within the authority of the JCC for activities in the U.S., the vote of the Chair designated by Otsuka shall prevail; provided, that (a) neither Party shall have final decision-making authority (but the Parties shall act by mutual agreement) with respect to matters relating to pricing or discounting of Product or key messaging to key customer groups (i.e., physicians, payors and patients), and (b) neither the Otsuka Chair, the JCC nor any Marketing Plan approved by the JCC may impose additional expenses or obligations on BMS or its Affiliates beyond those specified in the Baseline Commercial Plan without the prior written consent of BMS. Section 5.1.2 of the Restated Agreement and any other provisions in the Restated Agreement that refer to the tie-breaking authority of BMS (such as Section 5.1.4(k)) are hereby amended to the extent necessary to give effect to this Paragraph 8.
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JCC Decision-Making 
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Related to JCC Decision-Making

  • Decision Making The Joint Development Committee and Joint Commercialization Committee shall each act by unanimous agreement of its members, with each Party having one vote. If the Joint Development Committee or Joint Commercialization Committee, after [* * *] (or such other period as the Parties may otherwise agree) of good faith efforts to reach a unanimous decision on an issue, fails to reach such a unanimous decision, then either Party may refer such issue to the Executive Officers. Such Executive Officers shall meet promptly thereafter and shall negotiate in good faith to resolve the issues. If Executive Officers cannot resolve such issue within [* * *] of referral of such issue to the Executive Officers, the resolution of such issue shall be as follows: (a) if such issue properly originated at the Joint Development Committee, determined by the Developing Party of the relevant Licensed Compound or Licensed Product at issue; provided that, notwithstanding the foregoing: (i) if Acceleron is the Developing Party and such issue relates to (x) the approval of an Additional Development Disease, or (y) matters under Section 5.6.3(d), then such issue shall be determined by [* * *]; (ii) regardless of which Party is the Developing Party, such issue shall be determined by [* * *] following the earliest of: (x) [* * *], and (y) the Joint Development Committee’s decision to go forward with a Phase 3 Clinical Trial of the relevant Licensed Compound or Licensed Product; provided that [* * *] shall continue to determine any issues that relate to the budget for and the conduct of the [* * *]; and (iii) regardless of which Party is the Developing Party, such issue shall be determined by [* * *] following the earliest of: (x) [* * *], and (y) the occurrence of any [* * *]; and (b) if such issue properly originated at the Joint Commercialization Committee, determined by Celgene. Notwithstanding the foregoing, none of Acceleron, Celgene, the Joint Development Committee or the Joint Commercialization Committee may make any decision inconsistent with the express terms of this Agreement without the prior written consent of each Party.

  • Initial Decision Maker The Architect will serve as the Initial Decision Maker pursuant to Article 15 of AIA Document A201–2017, unless the parties appoint below another individual, not a party to this Agreement, to serve as the Initial Decision Maker.

  • SITE-BASED DECISION MAKING A. The District shall provide the training and staff development to support accountability/site- based decision-making activities. Teachers shall be given release time to attend these programs. B. Participation on the SAC shall not serve as a basis for the evaluation of any teacher. C. A minimum of three (3) to a maximum of five (5) teachers from each school shall serve on their school’s budget advisory committee formed for the purpose of making recommendations on the school’s general fund budget. Teacher members shall be elected by the faculty. Minutes from such meetings may be requested by the faculty and may be posted on the CTA bulletin board at the school by the Association Representative.

  • Claim Decision Upon receipt of such claim, the Plan Administrator shall respond to such claimant within ninety (90) days after receiving the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional ninety (90) days for reasonable cause by notifying the claimant in writing, prior to the end of the initial ninety (90) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision. If the claim is denied in whole or in part, the Plan Administrator shall notify the claimant in writing of such denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth: (i) The specific reasons for the denial; (ii) The specific reference to pertinent provisions of the Agreement on which the denial is based; (iii) A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; (iv) Appropriate information as to the steps to be taken if the claimant wishes to submit the claim for review and the time limits applicable to such procedures; and (v) A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

  • Final Decision Concessionaire covenants that the decision of the Commissioner of Department, relative to the performance of the terms and conditions of this Agreement, shall be final and conclusive.

  • Independent Decision The Investor is not relying on the Issuer or on any legal or other opinion in the materials reviewed by the Investor with respect to the financial or tax considerations of the Investor relating to its investment in the Shares. The Investor has relied solely on the representations and warranties, covenants and agreements of the Issuer in this Agreement (including the exhibits and schedules hereto) and on its examination and independent investigation in making its decision to acquire the Shares.

  • Arbitration Decision The arbitrator’s decision will be final and binding. The arbitrator shall issue a written arbitration decision revealing the essential findings and conclusions upon which the decision and/or award is based. A party’s right to appeal the decision is limited to grounds provided under applicable federal or state law.

  • Arbitration Decisions Unless otherwise agreed by the Parties, the arbitrator(s) shall render a decision within ninety (90) Calendar Days of appointment and shall notify the Parties in writing of such decision and the reasons therefor. The arbitrator(s) shall be authorized only to interpret and apply the provisions of this LGIA and shall have no power to modify or change any provision of this Agreement in any manner. The decision of the arbitrator(s) shall be final and binding upon the Parties, and judgment on the award may be entered in any court having jurisdiction. The decision of the arbitrator(s) may be appealed solely on the grounds that the conduct of the arbitrator(s), or the decision itself, violated the standards set forth in the Federal Arbitration Act or the Administrative Dispute Resolution Act. The final decision of the arbitrator(s) must also be filed with FERC if it affects jurisdictional rates, terms and conditions of service, Interconnection Facilities, or Network Upgrades.

  • Decision-Making Authority BMS shall have the sole decision-making authority for the operations and Commercialization strategies and decisions, including funding and resourcing, related to the Commercialization of Products; provided that such decisions are not inconsistent with the express terms and conditions of this Agreement, including BMS’ diligence obligations set forth in Section 5.1.

  • Review of Decision Within sixty (60) days after the Secretary’s receipt of a request for review, he or she will review the Company’s determination. After considering all materials presented by the Claimant, the Secretary will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of this Agreement on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Secretary will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review.

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