JSC Decision Making. All decisions by the JSC shall be made by unanimous vote of the Members present. The presence of at least one (1) Member of the JSC representing each of Meda and Valeant (i.e. a total of two Members) shall constitute a quorum. The Members shall use their reasonable efforts to reach agreement on any and all matters to be determined or resolved by the JSC.
JSC Decision Making. All decisions of the JSC will be made ***, with each member having one vote. If after reasonable discussion and consideration of each of the Parties’ views on a particular matter before the JSC, the JSC is unable to reach a decision *** on such matter, then *** shall have the final decision-making authority with respect to such matter, except that if such matter is a Company Matter, then *** shall have the final decision-making authority with respect to such Company Matter. The JSC shall not have any authority other than that expressly set forth in this Agreement and, specifically, shall have no authority (A) to amend this Agreement, (B) to determine whether or not a Party has met its diligence or other obligations under the Agreement, or (C) to determine whether or not a breach of this Agreement has occurred.
JSC Decision Making. All decisions of the JSC shall be made by unanimous vote, with each Party’s representatives collectively having one (1) vote, and shall be set forth in minutes approved by both Parties. If the JSC is unable to reach agreement on any matter within ten (10) Business Days after a matter is referred to it or first considered by it, such matter shall be referred to the Executive Officers for resolution in accordance with Section 3.06 (Executive Officers; Disputes).
JSC Decision Making. All decisions of the JSC shall be made by unanimous vote, with each Party’s representatives collectively having one (1) vote. If after reasonable discussion and good faith consideration of each Party’s view on a particular matter before the JSC, the representatives of the Parties cannot reach an agreement as to such matter within [***] Business Days after such matter was brought to the JSC for resolution, such disagreement shall be referred to the Chief Executive Officer of BioNTech (or his or her designe e) and the Chief Executive Officer or Executive Chairman of Genevant (or his or her designee) (collectively, the “Executive Officers”) for resolution, who shall use good faith efforts to resolve such matter within ten (10) Business Days after it is referred to them. If the Executive Officers are unable to reach consensus on any such matter during such period, then:
JSC Decision Making. The JSC shall act and decide by consensus. Each Party shall have one (1) vote on behalf of that Party; the members of one Party can only cast one joint vote. The JSC shall use commercially reasonable efforts to resolve the matters within its roles and functions. If the JSC cannot reach consensus within [***] weeks on any issue that comes before the JSC for which the JSC is responsible under this Agreement, then the Parties shall immediately refer the matter to the chief executive officers or presidents (“Executive Officers”) for attempted resolution by good faith negotiations within [***] calendar days after such notice is received. If the Executive Officers are unable to resolve such dispute within [***] calendar days after such dispute is first referred to them, then:
JSC Decision Making. The Parties acknowledge that one goal of the JSC’s efforts will be to harmonize Development and Commercialization of the Licensed Products in the Territory with the Development and Commercialization of the same or other Licensed Products outside the Territory in the Field. The JSC shall meet on a [***] basis. JSC decisions shall be made by consensus, with each Party having a single vote regardless of the number of the representatives of such Party. Any disputes among representatives at the JSC will be resolved by escalation to appropriate Senior Officers of Lian and Tarsus. To the extent the Senior Officers cannot reach agreement on the matter at hand within [***] days after the dispute matter is brought to them, then the following will apply:
JSC Decision Making. The representatives from each Party shall collectively have one vote in decisions, with (as a general principle) decisions made by unanimous vote unless expressly stated to the contrary in this Agreement, or as agreed by the JSC by previous unanimous vote. In the event that the JSC members do not reach consensus with respect to a matter that is within the purview of the JSC, Xxxxxxx shall have the final decision, save in relation to: (i) any proposed amendment to Genmab’s activities under the Development Plan or the Manufacturing Plan, which may be subject to Genmab’s prior written consent as provided for in Clause 4.4(D); (ii) where the members of the JSC cannot agree on the achievement of a milestone payment triggering event, or (iii) any proposed approval of excess costs pursuant to Clause 5.4(A), in which case the disagreement shall be resolved by the Parties under the terms of Article 14 of the Agreement.
JSC Decision Making. The JSC is intended to serve primarily as an advisory body and to serve as a forum for the Parties to discuss matters relating to this Agreement and to provide a convenient mechanism for implementation of any review and/or approval rights granted to a Party under this Agreement. However, to the extent that the JSC is entitled to make decisions on a matter, all such decisions of the JSC will be made by unanimous vote, with each Party having one (1) vote. In the event there is a tie that cannot be resolved through good faith negotiations between the Parties’ representatives in the JSC, Company shall have the final decision-making authority except in the case of a disagreement related to Section 3.3(e) or 3.3(g) in which case the Dispute shall be handled in accordance with the terms set forth in Article 12. Notwithstanding the foregoing and for the avoidance of doubt, the JSC shall not have any authority other than that expressly set forth in Section 3.3 and notwithstanding Section 3.3, specifically, shall have no authority (a) to amend or interpret this Agreement or to waive any Party’s rights or interest, (b) to determine whether or not Company or Licensor has met its diligence or other obligations under this Agreement, (c) to determine whether or not a breach of this Agreement has occurred, or (d) to increase or expand any Party’s liability or responsibility beyond that is expressly set forth in this Agreement without such Party’s express written consent.
JSC Decision Making. As a general principle, the JSC will operate by consensus with each Party collectively having one vote. In the event that the JSC members do not reach consensus with respect to a matter that is within the purview of the JSC within [**] days after they have met and attempted to reach such consensus, such matter shall be resolved by the Parties under the terms of Article 12 below; provided, however, that to the extent any matters are required by Law or by safety concerns with respect to a Product to be resolved within a shorter period of time, the periods set forth in this Section 2.1.4 and in Article 12 shall be shortened as appropriate to permit the resolution of such matters within the required period.
JSC Decision Making. Decisions of the JSC shall be made by consensus, with each Party having one (1) vote. Each Party shall act in good faith to reach consensus on all matters and act in the general spirit of cooperation and in no event shall either Party unreasonably withhold, condition or delay any approval or other decision of the JSC hereunder. In the event the JSC fails to reach consensus with respect to a particular matter within its authority, then upon request by either Party such matter shall be resolved pursuant to Section 14.10. For clarity, the JSC shall not have the power to amend or modify this Agreement, and no decision of the JSC shall be in contravention of any terms or conditions of this Agreement. It is understood and agreed that issues to be formally decided by the JSC are only those specific issues that are expressly provided in this Agreement or otherwise mutually agreed by the Parties to be decided by the JSC.
