Common use of Joint Steering Committee Decisions Clause in Contracts

Joint Steering Committee Decisions. Actions to be taken by the JSC shall be taken only following [***] vote, with each Party having [***]. If the Joint Steering Committee fails to reach [***] on a matter before it for decision for a period in excess of [***], the JSC shall submit the respective positions of the Parties with respect to such matter for discussion in good faith by the Parties’ respective Executive Officers in accordance with Section 14.2. If such individuals are not able to mutually agree upon the resolution to such matter within the timeframe set forth in such Section 14.2, then instead of resolution in accordance with Section 14.3: (a) [***] with regard to matters relating primarily to the Development, Regulatory Approval, Pricing Approval or Commercialization of Licensed Products in the Field in the [***]; (b) [***] with regard to matters relating primarily to the Development, Regulatory Approval, Pricing Approval or Commercialization of Licensed Products in the Field in the [***]; and (c) Matters not subject to Sections 3.4(a) or 3.4(b) ([***]) shall be subject to the dispute resolution procedure set forth in Article 14, beginning with the referral of such matters to the mediation as set forth in Section 14.3. Notwithstanding the foregoing, neither Party may exercise its final decision-making authority to unilaterally: (i) increase the other Party’s obligations or reduce the other Party’s rights under this Agreement, including any obligation to devote personnel or financial resources to a specific activity or project; (ii) [***]; (iii) increase the Joint Development Costs for the other Party except as expressly provided herein; (iv) determine that the events required for payments have occurred; (v) determine that it has fulfilled any obligations under this Agreement or that the other Party has breached any obligation under this Agreement; (vi) unilaterally make a decision that is expressly stated under this Agreement to require the mutual agreement of the Parties; or (vii) otherwise expand such Party’s rights or reduce such Party’s obligations under this Agreement.

Joint Steering Committee Decisions. Actions to be taken by the JSC shall be taken only following [***] vote, with each Party having [***]. If the Joint Steering Committee fails to reach [***] on a matter before it for decision for a period in excess of [***], the JSC shall submit the respective positions of the Parties with respect to such matter for discussion in good faith by the Parties’ respective Executive Officers in accordance with Section 14.2. If such individuals are not able to mutually agree upon the resolution to such matter within the timeframe set forth in such Section 14.2, then instead of resolution in accordance with Section 14.3: (a) [***] with regard to matters relating primarily to the Development, Regulatory Approval, Pricing Approval or Commercialization of Licensed Products in the Field in the [***]; (b) [***] with regard to matters relating primarily to the Development, Regulatory Approval, Pricing Approval or Commercialization of Licensed Products in the Field in the [***]; and (c) Matters not subject to Sections 3.4(a) or 3.4(b) ([***]) shall be subject to the dispute resolution procedure set forth in Article 14, beginning with the referral of such matters to the mediation as set forth in Section 14.3. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Notwithstanding the foregoing, neither Party may exercise its final decision-making authority to unilaterally: (i) increase the other Party’s obligations or reduce the other Party’s rights under this Agreement, including any obligation to devote personnel or financial resources to a specific activity or project; (ii) [***]; (iii) increase the Joint Development Costs for the other Party except as expressly provided herein; (iv) determine that the events required for payments have occurred; (v) determine that it has fulfilled any obligations under this Agreement or that the other Party has breached any obligation under this Agreement; (vi) unilaterally make a decision that is expressly stated under this Agreement to require the mutual agreement of the Parties; or (vii) otherwise expand such Party’s rights or reduce such Party’s obligations under this Agreement.