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: (a) HDPR, through its existing relationship with [***] (or any successor Third Party engaged by HDPR), will manufacture and supply MAGENTA with Amanitin Toxin Constructs and Amanitin for the production of Antibody-drug conjugate material for GLP toxicology studies and all clinical development and commercial uses; provided that (a) this option may only be selected during the first [***] period following the Effective Date, (b) the Parties will in good faith establish the terms and conditions of a definitive written agreement by which HDPR will supply MAGENTA and (c) the Parties, pursuant to Section 6.3, enter into an appropriate quality agreement;
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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.
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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: (a) Licensee’s Senior Executive shall have the final decision-making authority with respect to any Territory-Specific activities related to the development of, the regulatory approval process for, or commercialization of Products in the Field in the Territory, including amendments to the Territory Development Plan; provided, however, that Dermavant’s Senior Executive shall have the authority to veto any decision of Licensee’s Senior Executive that; (i) would be reasonably expected to create an unnecessary risk to patient safety; or (ii) in Dermavant’s good faith discretion (following consultation with Licensee) could reasonably be expected to have an adverse effect on the development of, the regulatory approval process for, or the commercial potential of, Compound or any product incorporating Compound (including Product) in the Dermavant Territory; and
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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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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. 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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Related to JSC Decision

  • 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.

  • 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.

  • The Decision If mediation fails, or is not appropriate, and if the decision can be rendered after a short deliberation, the Arbitrator will do so. By meeting first with counsel to explain the framework of the Arbitrator’s decision, the parties are provided with an opportunity to influence the exact terms of resolution. Within the framework of settlement as outlined by the Arbitrator, the parties can work out exact terms which best suit the specifics of the case. Such an opportunity should not be wasted by continuing to argue the merits of the case.

  • 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 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.

  • 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.

  • Arbitrator’s Decision Within thirty (30) days after the appointment of the third arbitrator, the three (3) arbitrators shall decide whether the parties will use Landlord’s or Tenant’s submitted Fair Market Rental Value and shall notify Landlord and Tenant of their decision. The decision of the majority the three (3) arbitrators shall be binding on Landlord and Tenant.

  • 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.

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