Common use of JSC Disputes Clause in Contracts

JSC Disputes. The JSC will endeavor to make decisions by consensus, with each of DS and Zymeworks’ representatives having, collectively, one vote. If consensus is not reached by the Parties’ representatives pursuant to such vote, JSC Chair shall have the right to make the final decision with respect to such dispute; provided that JSC Chair may not exercise such final decision right to require Zymeworks to expend any resources, or to modify the biophysical characterization requirements set forth in Workplan for the Research Antibodies (the “Biophysical Characterization Requirements”), 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 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 the Section 4.4 (c) and (d) of this Agreement and the disputes which relate to the subjects other than those Section (c) or (d) 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. The JSC will endeavor to make decisions by consensus, with each of DS Xxxxx and Zymeworks’ representatives having, collectively, Zymeworks having one vote. If consensus is not reached by the Parties’ representatives pursuant to such vote, JSC Chair 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 JSC Chair may Xxxxx will not exercise such final decision have the right to require unilaterally revise the Research Plan or to obligate Zymeworks to perform any task or expend any resources, resources outside of or to modify the biophysical characterization requirements set forth in Workplan for the Research Antibodies (the “Biophysical Characterization Requirements”), unless Zymeworks expressly agreesbeyond 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 JSC 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 the Section 4.4 (c) and (d) of this Agreement and to be decided by the disputes which relate to the subjects other than those Section (c) or (d) 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.