Common use of JSC Decisions and Actions Clause in Contracts

JSC Decisions and Actions. (i) Actions to be taken by the JSC shall be taken only following unanimous vote, with the representatives of each Party collectively having one (1) vote. If the JSC fails to reach unanimous agreement on a matter before it for decision within [**] from the date that the matter is first presented to the JSC in writing, such matter shall be referred to the Executive Officers for discussion and resolution pursuant to Section 15.6(a). Any resolution of such matter by the Executive Officers shall be final and binding on the Parties. If the Executive Officers are not able to resolve the matter within the [**] period specified in Section 15.6(a), then [**] shall have the final decision-making authority with respect to such matter, and [**] decision on such matter shall be final and binding on the Parties, subject to the limitations set forth in Section 2.1(c)(ii), Section 2.1(c)(iii), Section 3.3 and Section 10.4(c). (ii) In no event shall the JSC, any subcommittee or working group thereof, the Executive Officers or Astellas have the right or power to (A) amend this Agreement, (B) decide any matter in contravention of any terms of this Agreement, (C) change any rights or obligations of either Party under this Agreement, (D) require either Party to perform studies or other development work that is not expressly agreed to in writing by Pandion and Astellas, or (E) require either Party to incur expenses other than as set forth in this Agreement or expressly agreed to in writing by Pandion and Astellas. (iii) Notwithstanding anything to the contrary in this Agreement, to the extent that [**] has final decision-making authority with respect to any matter pursuant to Section 2.1(c)(i), [**] shall not exercise such final decision-making authority to: (A) impose any requirement that [**] take any action that it reasonably believes would result in a violation of Law, violation of any agreement with a Third Party, or infringement of any intellectual property rights of a Third Party; (B) make any final and binding determination that a Party has breached or has not breached this Agreement; or (C) make any final and binding determination as to whether any payments under this Agreement, including Milestone Payments and Royalties, are due to [**] under the terms of this Agreement.