JSC Disputes. The JSC will endeavor to make decisions by consensus, with each of Xxxxx and Zymeworks having one vote. If consensus is not reached by the Parties’ representatives pursuant to such vote, then the matter may be escalated by either Party to designated officers of both Lilly and Zymeworks with appropriate decision making authority for resolution in accordance with Section 15.5. In the event the designated officers are unable to resolve the issue within […***…] days, Xxxxx has and shall have the right to make the final decision with respect to such dispute, provided that Xxxxx will not have the right to unilaterally revise the Research Plan or to obligate Zymeworks to perform any task or expend any resources outside of or beyond its express obligations under this Agreement. For clarity and notwithstanding the creation of the JSC, each Party shall retain the rights, powers and discretion granted to it hereunder, and the JSC shall not be delegated or vested with such rights, powers or discretion unless such delegation or vesting is expressly provided herein, or the Parties expressly so agree in writing. The JSC shall not have the power to amend, waive or modify any term of this Agreement, and no decision of the SSC shall be in contravention of any terms and conditions of this Agreement. It is understood and agreed that issues to be formally decided by the JSC are limited to those specific issues that are expressly provided in this Agreement to be decided by the JSC.
JSC Disputes. The JSC will endeavor to make decisions by consensus, with each of Lilly and Zymeworks having one vote. If consensus is not reached by the Parties’ representatives pursuant to such vote, then the matter may be escalated by either Party to designated officers of both Lilly and Zymeworks with appropriate decision making authority for resolution in accordance with Section 15.5. In the event the designated officers are unable, in good faith, to resolve the issue within […***…] days, Lilly has and shall have the right to make the final decision with respect to such dispute (including the final decision to determine whether the CSCP with respect to a Lilly Target Pair has occurred). In the context of such final decision-making authority, Lilly will have the right to make decisions with respect to proposed revisions of the Research Plan (including, without limitation, to (i) provide for Zymeworks to replace an Antibody that has failed with a backup Antibody and re-perform the respective Research Plan using such backup Antibody and (ii) obligate Zymeworks to perform tasks or expend resources pursuant to such revised Research Plan); provided, however that (x) such revisions reasonably relate to the conduct of research and development relating to Lilly Target Pairs that are consistent with activities outlined through Gate 5 of the Initial Research Plan and relate to the Antibodies generated pursuant to the Initial Research Plan and (y) in the event Zymeworks is required, after the achievement of Gate 2 in the Research Plan, to conduct additional research under such Research Plan using a backup Antibody (“Additional Antibody Research”), Zymeworks shall not be required to incur Expenses in connection with the performance of the Research Programs in excess of the Development Funds, except to the extent Lilly agrees in writing to reimburse Zymeworks for such excess Expenses in accordance with Section 5.2 (“Authorized Expenses”); provided that Authorized Expenses shall not exceed […***…] U.S. Dollars ($[…***…]) and Zymeworks shall not be obligated to incur Expenses in the conduct of Additional Antibody Research in excess of an amount equal to the sum of the Development Funds and Authorized Expenses. In the event, in connection with the foregoing sentence, Zymeworks disputes in good faith whether Gate 2 of the Research Plan has been achieved, such dispute shall be deemed a Dispute subject to the terms and conditions of Section 15.5. Notwithstanding anything to the contrar...
JSC Disputes. (a) If, before adjourning any JSC meeting, the JSC fails to reach unanimous agreement on any matter or issue upon which the JSC has voted at such JSC meeting, and upon which the JSC has authority to vote, in accordance with this ARTICLE III (each such matter or issue, a “JSC Dispute”), such JSC Dispute shall automatically be added as an agenda item for the next regular meeting of the JSC. Between the meeting in which the JSC Dispute arose and such next regularly scheduled JSC meeting, the JSC and/or the Parties may negotiate in good faith to attempt to resolve the JSC Dispute. At any time during such interim time period, the JSC may call a special meeting to attempt to resolve the JSC Dispute. Table of Contents
JSC Disputes. Disputes among the JSC shall not be subject to Section 11.2, and shall be resolved solely as set forth in Section 4.3(c).
JSC Disputes. The JSC will endeavour to make decisions by consensus, with each of FREYR’s and 24m’s representatives having, collectively, one vote. If consensus is not reached by the Parties’ representatives pursuant to such vote, the matter will be referred to two (2) internal mediators, one (1) from each Party, each of which is an employee designated by such Party. In the event such mediators cannot resolve an issue that is escalated to them by the JSC, within sixty (60) days after such escalation, the issue will be deemed a dispute and handled in accordance with clause 15.2.
JSC Disputes. In the event that the JSC is unable to resolve a dispute within its authority pursuant to Section 7.2.4, the disputed matter will be referred to senior (CEO or other executives delegated by it) executives of Nymox and Recordati who will discuss the matter in good faith and attempt to find a mutually satisfactory resolution to the issue. If the CEOs of the Parties are unable to reach a joint consensus within [***] after such dispute is first presented to them, then the provisions of Section 11.2.2 shall apply with respect to such dispute.
JSC Disputes. With respect to disputes arising from matters delegated or referred to the JSC pursuant to the terms of this Agreement, each of the Parties shall have the right, at any time after good faith efforts have failed to resolve a deadlock of the JSC, to request review of such matter by an Executive Officer of each of the Parties (“Executive Review”). A Party shall exercise its right to request Executive Review by providing a written notice to the other Party. The Executive Officers of each Party shall meet within [***] ([***]) days of the day such notice is delivered to the Parties, and shall engage in good faith efforts to resolve the deadlock. Within [***] ([***]) days of such meeting, the Executive Officers shall provide notice to the Parties stating whether they have been able to resolve the deadlock, and the nature of their decision if they have resolved the deadlock. Any such decision shall be binding on the Parties and the JSC.
JSC Disputes. The JSC will endeavor to make decisions by consensus, with the representatives of XXX and the representatives of Zymeworks each having, collectively, one vote. If consensus is not reached by the Parties’ representatives with respect to a matter for which the JSC has decision-making authority pursuant to such vote, XXX shall have the right to make the final decision with respect to such dispute; provided that XXX may not exercise such final decision right to require Zymeworks to expend any resources, unless Zymeworks expressly agrees. For clarity and notwithstanding the creation of the JSC, each Party shall retain the rights, powers and discretion granted to it hereunder, and the JSC shall not be delegated or vested with such rights, powers or discretion unless such delegation or vesting is expressly provided herein, or the Parties ____________________________ 45 Competitive Information – Other Commercially Sensitive Terms. CONFIDENTIAL expressly so agree in writing. The JSC shall not have the power to amend, waive or modify any term of this Agreement, and no decision of the JSC shall be in contravention of any terms and conditions of this Agreement. It is understood and agreed that issues to be formally decided by the JSC are limited to those specific issues that are expressly provided in Section 4.4 of this Agreement and the disputes which relate to the subjects other than those set forth in Section 4.4 will be handled according to the Section 14.5. For clarity, the JSC shall also have the authority to make decisions with respect to the coordination of day-to-day activities under Research Program as described in Section 4.4(a).
JSC Disputes. (i) Within the JSC. All decisions within the JSC shall be made by consensus. If the JSC is unable to reach consensus on such decision, either Party may elect to submit such issue first to the Parties’ Alliance Managers and, if still unresolved, to the Parties’ Executive Officers, in accordance with Section 3.1(c)(ii).
JSC Disputes. Disputes as to matters within the authority of the JSC or any Working Group will be resolved as set forth in Section 2.1.6 and shall not otherwise be subject to the provisions of this Article 13; provided that any Dispute as to the application of such Section 2.1.6 shall be subject to the provisions of this Article 13.
