Common use of JSC Decisions Clause in Contracts

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. 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.. ARTICLE 3 :