JSC Decision Sample Clauses

JSC Decision. Disagreements among the Joint Steering Committee will be resolved via good-faith discussions; provided, that in the event of a disagreement that cannot be resolved within [***] after the date on which the disagreement arose, the matter shall be resolved pursuant to Section 14.1 (first sentence); provided that if the dispute cannot be resolved pursuant to Section 14.1 (first sentence) within [***], then, [***]. The Joint Steering Committee shall not have any authority to resolve disputes with respect to the interpretation, breach, termination or invalidity of the Agreement or matters concerning the prosecution or enforcement of Program Intellectual Property, which shall be addressed using the procedures specified in Section 9.
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JSC Decision. The JSC shall be responsible for determining the Party, Affiliate, Sublicensee or Third Party responsible for the manufacture and supply of GMP-quality Amanitin Toxin Constructs and Amanitin for GLP toxicology studies and all clinical development and commercial uses. For the avoidance of doubt, Amanitin Toxin Constructs and Amanitin that is suitable for use in GLP toxicology studies will be considered GMP-quality material under this Agreement. In making such decision, the JSC will consider all relevant factors, including applicable GMP requirements and delivery timing, and, based on such considerations, will choose from one (1) of the following options:
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JSC Decision. Making; Final-Decision Making Authority. Decisions of the JSC shall be made by unanimous vote, with each party’s representatives on the JSC collectively having one vote. No vote of the JSC may be taken unless at least one of each party’s representatives is present for the JSC vote. If the JSC is unable to decide or resolve unanimously any matter properly presented to it for action and that is within its authority, then, at the written request of either party, the issue shall be referred to the [***] of Dermavant and the [***] of Licensee (in each case, such party’s “Senior Executive”) who shall promptly meet and attempt in good faith to resolve such issue within [***]. If the Senior Executives cannot resolve such matter within [***] of the date such matter is first referred to them, then, subject to Section 3.3, Section 3.4, and the remainder of this Section 3.2 it shall be resolved as follows:
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JSC Decision. Making. The manner in which the JSC makes decisions is described in Section 3.05(a) with any disputes among the JSC being resolved as per Section 3.06.
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JSC Decision. Disagreements among the Joint Steering Committee will be resolved via good-faith discussions; provided, that in the event of a disagreement, Takeda shall have the right to make the final decision on such matter and such decision shall be final and binding and shall not be subject to Section 14.1 or 14.2. The Joint Steering Committee shall not have any authority to resolve disputes with respect to the interpretation, breach, termination or invalidity of the Agreement or matters concerning the prosecution or enforcement of Program Intellectual Property, which shall be addressed using the procedures specified in Section 9.”
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JSC Decision. Making. Each Party’s JSC representatives will collectively have a single vote on all matters within the jurisdiction of the JSC. The JSC will operate by unanimous consent of all JSC members present and in accordance with the principles set forth in Section 4.3. The JSC will not have any authority or jurisdiction to amend, modify, or waive compliance with this Agreement, any of which shall require mutual written agreement of the Parties. If a dispute arises between the Parties regarding the performance of a Party’s obligations under the Research Plan, the matter will be first referred to the JSC co-chairpersons for resolution. If the co-chairpersons are unable to resolve the dispute, then the matter will be elevated to the Executive Officers. If the Executive Officers are unable to resolve the dispute, then, subject to the last sentence of this Section 4.3(c), Alpine will have the final decision regarding the performance of its obligations under the Research Plan, and Kite will have the final decision regarding the performance of its obligations under the Research Plan, in each case on the condition that such decision does not conflict with the terms of the Agreement. Notwithstanding anything to the contrary, no decision by a Party will: (i) require the other Party to breach any obligation or agreement that such other Party may have with or to a Third Party prior to the Effective Date; (ii) require the other Party to perform any activities that are materially different or greater in scope than those provided for under the Agreement; or (iii) amend, modify, or waive a Party’s compliance with, this Agreement, any of which shall require mutual written agreement of the Parties.
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JSC Decision. Making. Decisions of the JSC shall be made by unanimous vote, with each party’s representatives collectively having one vote. No vote of the JSC may be taken unless at least one of each party’s representatives on the JSC votes. If the JSC is unable to reach a unanimous vote on any matter within the scope of its authority, then the matter shall be referred to the Chief Executive Officer of Curis and Xx. Xxxx, who shall attempt in good faith to resolve such issue [**]. If such officers are unable to resolve any matter [**], and such matter relates to development, commercialization, marketing or manufacturing of Compounds or Products in the Field in the GBMT Territory (other than manufacturing of Compounds or Products by or on behalf of Curis for import into the Curis Territory as permitted by this Agreement), Xx. Xxxx shall have final decision-making authority; provided, however, that Xx. Xxxx, in the exercise of his final decision-making authority: (a) shall give good faith consideration to, and take into account, Curis’ position; and (b) shall not have any power (i) to modify or amend the terms and conditions of this Agreement; or (ii) to determine any issue in a manner that would conflict with the terms and conditions of this Agreement; and provided, further, that the Development Plan and any amendment thereto, including, without limitation, the CUDC-908 IND-Enabling Activities and the budget for such activities, shall not be subject to Xx. Xxxx’x final decision-making authority.
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Related to JSC Decision

  • 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.

  • 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.

  • 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:

  • Arbitrator’s Decision 27.3.3.1 The arbitrator's decision and award shall be in writing and shall state concisely the reasons for the award, including the arbitrator's findings of fact and conclusions of law.

  • 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.

  • Investment Decision The Purchaser understands that nothing in the Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

  • Independent Credit Decision The Assignee (a) acknowledges that it has received a copy of the Credit Agreement and the Schedules and Exhibits thereto, together with copies of the most recent financial statements of the Borrower, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Assignment and Acceptance; and (b) agrees that it will, independently and without reliance upon the Assignor, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking action under the Credit Agreement.

  • Independent Investment Decision Such Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to the Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

  • Selection of Reviewing Party; Change in Control If there has not been a Change in Control, any Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), any Reviewing Party with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnification of Expenses under this Agreement or any other agreement or under the Company's Certificate of Incorporation or Bylaws as now or hereafter in effect, or under any other applicable law, if desired by Indemnitee, shall be Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be entitled to be indemnified hereunder under applicable law and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the Company shall not be required to pay Expenses of more than one Independent Legal Counsel in connection with all matters concerning a single Indemnitee, and such Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising under this Agreement.

  • Independent Credit Decisions Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

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