JDC Decision-Making. (i) Other than as set forth herein, in order to make any decision required of it hereunder with respect to any approval, the JDC must have present (in person, by videoconference or telephonically) at least one member of each Party. The Parties will endeavor to make decisions of the JDC by consensus.
JDC Decision-Making. (1) All decisions of the JDC will be made by unanimous vote, with each of Ascendis and Licensee having one vote and the decisions will be recorded in the JDC minutes. If after reasonable discussion and consideration of each of the Parties’ views on a particular matter before the JDC, the JDC is unable to reach a decision by unanimous vote on that matter, then [***] The JDC shall not have any authority other than that expressly set forth above and, specifically, shall have no authority: (x) to amend or interpret this Agreement; (y) to determine whether or not a Party has met its diligence or other obligations under the Agreement; or (z) to determine whether or not a breach of this Agreement has occurred.
JDC Decision-Making. (a) Provided Immunocore has exercised its Co-Development Option and up until the time that it exercises any Opt-Out Right, each Party will discuss and attempt to resolve any potential or evolving disagreement related to any Co-Development Plan through their primary contacts or Alliance Managers before it is brought before the JDC. With respect to the responsibilities of the JDC, each Party shall have one vote on all matters brought before the JDC and the JDC shall operate by unanimous vote. If the JDC is unable to achieve unanimity within [***] of any dispute being brought before the JDC, such matter may be referred to senior managers under Clause 21.1 at either Party’s discretion. Where any dispute remains unresolved for a further [***] after such referral, Lilly shall have the deciding vote, save that (a) Lilly shall not be able to make any amendments to the terms of this Agreement without Immunocore’s prior written agreement; and (b) to the extent that Immunocore is to perform any activities under a given Co-Development Plan, Lilly shall not be entitled to require Immunocore to increase any work effort under such Co-Development Plan by more than [***] of the total FTE obligation for Immunocore in any twelve (12) month period where Immunocore does not have sufficient internal resources to conduct such activities [***]; (c) any increase in budget will be subject to Clause 7.4; and (d) Lilly shall not be entitled to require that Immunocore perform any activity under the Co-Development Plan where Immunocore has not previously agreed to perform such activity under the Co-Development Plan (and save as provided under Clause 4.7). Each Party shall make decisions within the JDC in good faith.
JDC Decision-Making. Decisions of the JDC shall be made by unanimous vote, with each party having one (1) vote. No vote of the JDC may be taken unless at least two (2) of each party’s representatives on the JDC vote. If the JDC is unable to reach a unanimous vote on any matter, then the matter shall be referred to the Chief Executive Officer of Maxim and the Chief Executive Officer of Myriad for further discussion and resolution. These individuals shall as soon as practicable attempt in good faith to resolve the matter and thereby make the decision on behalf of the JDC. These individuals may obtain the advice of other employees or consultants as they deem necessary or advisable in order to make the decision. In the event that these individuals are unable to resolve the matter within 30 days of commencing such discussions, the [***]; provided, however, that [***] be construed to permit [***] to, and neither [***] shall have the right to: (a) [***]; (b) [***]; (c) [***].
JDC Decision-Making. All decisions of the JDC will be made by unanimous vote, with each member having one vote. If after reasonable discussion and consideration of each of the Parties’ views on a particular matter before the JDC, the JDC is unable to reach a decision by unanimous vote on that matter, then [***]; provided, however, that in no event shall [***] in a manner that (a) materially impairs or is reasonably likely to impair any rights or assets [***], or (b) results or is reasonably likely to result in (i) an increase in the scope of the [***] agreed by the Parties resulting in [***] or (ii) an [***]. The JDC shall not have any authority other than that expressly set forth above and, specifically, shall have no authority (x) to amend or interpret this Agreement, (y) to determine whether or not a Party has met its diligence or other obligations under the Agreement, or (z) to determine whether or not a breach of this Agreement has occurred.
JDC Decision-Making. All decisions of the JDC will be made by unanimous vote, with each of Ascendis, Genentech and Roche having one vote and the decisions will be recorded in the JDC minutes. If after reasonable discussion and consideration of each of the Parties’ views on a particular matter before the JDC, the JDC is unable to reach a decision by unanimous vote on that matter, then [***]; provided, however, that in no event shall [***] such matter in a manner that:
JDC Decision-Making. With respect to any matter over which the JDC has authority pursuant to Section 3.2.1(d), the JDC will use reasonable best efforts to reach unanimous agreement on a proposed action, approval or resolution with each Party (regardless of the number of attendees from the Party at a given meeting) having only one (1) vote, which vote will be cast by the Party’s Development Team Leader or its designee. If the JDC is unable to reach unanimous agreement, such matter will be referred to the JSC for resolution in accordance with Sections 3.1.1(d)(v) and 3.1.3.
JDC Decision-Making. Subject to Section 9.5(c), the JDC shall have the authority to make decisions with respect to the Development of Licensed Antibodies and Products in the Territory in the Field. The JDC shall act by consensus. Each representative from each Party shall have one (1) vote on behalf of that Party. If the JDC cannot reach consensus within [***] Business Days on any issue that comes before the JDC for which the JDC is responsible, then the Parties shall immediately refer such matter to the Chief Development Officer at MorphoSys and the Chief Medical Officer at COMPANY (“Designated JDC Officers”) for resolution. In the event of a Dispute between COMPANY and MorphoSys that cannot be resolved within [***] Business Days by the Designated JDC Officers with respect to matters concerning the Development, the Designated JDC Officers shall refer the issue to the JSC which will decide upon the matter pursuant to Section 9.2(e).
JDC Decision-Making. All decisions of the JDC shall be made by unanimous vote, with Sxxxx’x representatives and Everest’s representatives each collectively having [***] vote. If after reasonable discussion and good faith consideration of each of their views on a particular matter before the JDC, the representatives of Sxxxx and Everest cannot reach an agreement as to such matter within [***] Business Days after such matter was brought to the JDC for resolution, such disagreement shall:
JDC Decision-Making. (a) With respect to the responsibilities of the JDC, each Party shall have one vote on all matters brought before the JDC and the JDC shall operate by unanimous vote. If the JDC is unable to achieve a unanimous vote within […***…] of any matter being brought before the JDC, then such matter may be referred in writing to the JSC at either Party’s discretion. Each Party shall make decisions within the JDC in good faith and on a timely basis; provided that any JDC decisions shall be subject to the conditions applied to JSC decisions, as set forth in Clause 2.2.4, and to Clause 5.7.
