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:
(a) for any decision [***] BioNTech Products (except for decisions primarily relating to the Manufacture of BioNTech Products prior to any Manufacturing Transfer); or the Co-Development mRNA Payloads; the Development of any Co-Development Product for which BioNTech is the Lead Commercialization Party after completion of the first Phase 1 Clinical Trial for such Co-Development Product; or Commercialization of any Co-Development Product for which BioNTech is the Lead Commercialization Partner, the Chief Executive Officer of BioNTech shall have the right to decide in good faith, provided that (i) such decision is in compliance with the then-current Co-Development Products Development Plan and does not result in any additional efforts to be provided by Genevant and (ii) the Chief Executive Officer of Genevant has not demonstrated on reasonable grounds before the expiry of the abovementioned period of [***] Business Days (1) that any such decision could reasonably be expected to have a material negative tax impact on Genevant, any of its Affiliates, or any of its direct or indirect shareholders including by causing (A) Genevant or any of its Affiliates to be subject to net income taxation in any jurisdiction in which it does not have a taxable presence or nexus immediately prior to the Effective Date or (B) Genevant, any of its Affiliates, or any of its direct and indirect shareholders to be treated as earning “passive income” for purposes of Section 1297 of the Internal Revenue Code of 1986, as amended (the “Code”) or “subpart F income” for purposes of Section 952 of the Code, in each case, as a re...
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 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 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 [***] 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. 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.
JSC Decision Making. The Members of the JSC shall act in good faith to cooperate with one another and seek agreement with respect to issues to be decided by the JSC concerning Shared Product Development. The Parties shall endeavor to make decisions by consensus with each Party having one (1) vote.
JSC Decision Making. 2.7.1. For each meeting of the JSC, attendance by at least half of the representatives of each Party will constitute a quorum. All decisions of the JSC must be made by unanimous vote of the JSC, with the representatives of each Party collectively having one (1) vote on behalf of such Party. In the event that the JSC does not unanimously approve any action, the JSC shall take no action on the matter at issue and will use good faith efforts to reach consensus pursuant to Section 2.7.2.
2.7.2. The JSC shall use good faith efforts to reach consensus on matters within its decision-making authority. If the JSC is unable to reach a consensus with respect to any such matter for a period in excess of [**], then such matter will be submitted to the Executive Officers of MyoKardia and Fulcrum for resolution.
2.7.3. If the Executive Officers of MyoKardia and Fulcrum are unable to resolve such matter within [**] after escalation to the Executive Officers, then the Executive Officer of MyoKardia will have the deciding vote over the resolution of such matter.
2.7.4. Notwithstanding the foregoing, MyoKardia may not exercise its final decision-making authority under Section 2.7 (JSC Decision-Making) (a) to amend the Research Plan and the budget included therein in a manner that would (i) expand the scope or increase the cost of the Fulcrum Research Activities, [**], or (ii) cause delays of greater than [**] in the performance of the Research Activities, (b) to require Fulcrum to take or decline to take any action that could reasonably be expected to result in a violation of any Applicable Law, any agreement with any Third Party or the infringement of intellectual property rights of Third Parties, (c) in a manner that excuses MyoKardia from any of its obligations specifically enumerated under this Agreement or otherwise agreed in writing by the Parties, (d) to expand or narrow the responsibilities of the JSC, (e) to amend, modify or waive any term of this Agreement, (f) to determine whether a Milestone has been achieved or (g) to determine whether a Party has breached or is in breach of this Agreement.
