JSC Decisions. All JSC decisions 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, the JSC cannot, or does not, reach consensus on an issue within the scope of the JSC, then the dispute shall first be referred to the Senior Officers of the Parties, who shall confer in good faith on the resolution of the issue. Any final decision mutually agreed to by the Senior Officers shall be conclusive and binding on the Parties.
JSC Decisions. Subject to the terms of this Section 2.3 (Decision-Making), the JSC will take action by unanimous vote with each Party having a single vote, irrespective of the number of representatives actually in attendance at a meeting, or by a written resolution signed by the designated representatives of each of the Parties. If the JSC fails to reach unanimous consent on a particular matter within *** (***) Business Days of POZEN having requested a formal vote on such matter (or any earlier period mutually agreed to by the Parties if a delay may reasonably be anticipated to have an adverse effect on the Commercialization of the Initial POZEN Product in the Territory), then such dispute will be subject to the resolution procedures described in Section 2.3.3 (Dispute Resolution) below.
JSC Decisions. The JSC members shall use reasonable efforts to reach agreement on any and all matters. In the event that, despite such reasonable efforts, agreement on a particular matter cannot be reached by the JSC, then, subject to the remainder of this Section 2.4, the Chair of the JSC shall have the right to make the final decision on such matter, but shall only exercise such right in good faith after full consideration of the positions of both Parties. Notwithstanding the foregoing, the unanimous approval of all JSC members shall be required for any of the following matters: (a) any change to the Development Plan or any Backup Compound Research Plan that would require Paratek to incur material additional costs and expenses to perform research or hire additional personnel or develop capabilities that Paratek does not have at such time; (b) the adoption of, or change to, any patent strategy with respect to Joint Technology; (c) the determination of the Phase II Development Timelines, NDA Development Timelines and the Launch Development Timelines and (d) any change to any such Development Timelines that would result in such Development Timeline being delayed in excess of six (6) months. If the JSC fails to reach unanimous agreement on any of the matters set forth above in the foregoing sentence, then the matter shall be referred by any member thereof to the Executive Officers for resolution by good faith negotiations within thirty (30) days after notice thereof is received.
JSC Decisions. Each Party’s representatives on the JSC will have one collective vote in all decisions, and, for clarity, no decision will be a decision of the JSC or have any effect unless each Party, through its representatives on the JSC, voted in favor of, or provided its written consent to, such decision. The JSC will strive to make decisions by consensus, either as discussed and decided during JSC meetings or by written consent, provided, however, that (i) if the JSC cannot reach agreement by consensus within [***] Days (or such longer period of time as the Parties may agree) for an issue being brought to a vote, then such matter will be referred by the Alliance Managers to a senior executive to be designated by Jazz (the “Jazz Executive”) and a senior executive to be designated by Codiak (the “Codiak Executive”), and (ii) in the event the matter remains unresolved [***] after being referred to the Parties’ executives pursuant to clause (i) then the status quo shall prevail unless one Party has final decision-making authority as set forth below: [***].
JSC Decisions. All decisions of the JSC shall be made in good faith in the interest of furthering the purposes of this Agreement and the JSC members shall use their Commercially Reasonable Efforts to take decisions unanimously (but Section 4.1 shall apply if unanimity is not achieved). If the JSC is unable to agree on any matter, then either Party’s co-chairperson of the JSC may refer the disagreement to a meeting between the Chief Executive Officer of Epizyme (currently Xxxxxx Xxxxx) and the President of Abbott (currently Xxxx Xxxxxxx) which meeting shall take place as soon as practicable, but in no event later than [**] days after the date of the relevant referral. Notwithstanding the foregoing, except as otherwise provided in this Agreement, following the foregoing referral and meeting, if such officers are unable to resolve the issue by mutual agreement: (a) Epizyme will have the unilateral right to make final decisions that solely impact the development, manufacture or marketing of any Epizyme Product; and (b) Abbott will have the unilateral right to make final decisions that solely impact the development, manufacture or marketing of the Diagnostic Test; provided that neither Party shall be entitled to make a unilateral decision which imposes an obligation on the other Party to take on a financial obligation or deviates from the previously approved Development Plan, Regulatory Plan or Commercialization Plan or which is inconsistent with such Party’s obligations under this Agreement. A description of the escalation process is set forth in Exhibit G. Matters that remain unresolved after the escalation process set forth in Exhibit G and that are not subject to resolution under either Party’s final decisionmaking authority may be submitted for resolution by either Party as set forth in Exhibit I.
JSC Decisions. Decisions of the JSC shall be by consensus. If no consensus can be reached by the JSC members within ten (10) days of a matter being raised at the JSC level, the matter of disagreement shall be escalated to the CEOs (or its designee as advised by the CEO) of both Parties for a final good faith resolution of the issue, to be made within (7) days of its escalation to the CEOs. If no agreement can be found, ADCT shall have a casting vote. No decisions of the JSC will (i) require either Party to violate any applicable laws or any agreement it may have with any Third Party or (ii) amend the terms and conditions of this Agreement.
JSC Decisions. Each Party will have one collective vote in all decisions. The JSC will make decisions by unanimous vote or by written consent signed by all JSC members; provided, however, that (i) if the JSC cannot reach agreement within [...***...] (or such longer period of time as the Parties may agree) of an issue being brought to a vote, then such matter will be referred by the Alliance Managers to a senior executive to be designated by Sanofi (the “Sanofi Executive”) and a senior executive of Ablynx (the “Ablynx Executive”), and (ii) in the event the matter remains unresolved [...
JSC Decisions. Any decision by the JSC on any matter with respect to which it has authority must be made by consensus, with each Party having, collectively, a single vote on any such matter irrespective of the number of representatives of such Party in attendance at a meeting of the JSC; provided, that if, despite using reasonable efforts, the JSC cannot reach consensus on any such deadlocked matter within a period of [*] days (or such other period as the Parties may agree in writing) after it has met and attempted to reach such consensus, then either Party may, by written notice to the other Party, refer the deadlocked matter to the Executive Officers for resolution in the manner described in Section 20.6.2 (Dispute Escalation) (notwithstanding anything to the contrary contained in such Section); provided, however, that, if such Executive Officers do not reach agreement on such deadlocked matter within [*] days after such deadlocked matter is first referred to the Executive Officers, then, subject to Section 15.2.1(b), if applicable, on a Research Program-by-Research Program basis:
(a) Xxxxxx will have final decision-making authority on the JSC with respect to any decision:
(i) involving the occurrence of a Research Milestone Event;
(ii) involving the day-to-day implementation of any Seagen Research activity that is set forth in a Joint Research Plan, including any amendments thereto;
(iii) involving the clinical Development and Commercialization of a Licensed Product;
(iv) primarily related to (A) the conjugation of a Collaboration Degrader to an Antibody, or (B) the advancement of a Collaboration Degrader-Antibody Conjugate to a subsequent stage of Research or Development (for clarity, the Collaboration Degrader Criteria may be used in connection with decisions as to whether to advance particular Collaboration Degraders that are Directed To such Collaboration Degrader Target Set); and
(v) to amend a Joint Research Plan (including amending a Joint Research Plan to remove any Degrader Target from a Collaboration Degrader Target Set, as described in Section 2.5 (Removal of Collaboration Degrader Targets), and any corresponding activity intended to optimize a Collaboration Degrader to cause pharmacologically relevant activity as a result of binding or degradation of the applicable Degrader Target); provided, that such amendment does not (A) add any Degrader Target to the applicable Collaboration Degrader Target Set (without limiting Seagen’s rights under Article 2 (Degrad...
JSC Decisions. The Joint Steering Committee shall work in good faith [***] on any action, decision or other matter for which it has authority under this Agreement, with each Party having one vote. [***]. In the event that the Joint Steering Committee does not agree on any such action, decision or other matter within the scope of its responsibility, [***] shall have the final decision-making authority with respect to such action, decision or other matter.
JSC Decisions. (a) Consensus. Decisions of the JSC regarding development of Product shall be made by consensus. If the JSC is unable to reach consensus on any development decision, the issue shall be submitted for consideration to the Head of the Pharmaceutical Division of Roche and to the Chief Executive Officer of Trimeris.
