Common use of Limitations on Decision-Making Authority Clause in Contracts

Limitations on Decision-Making Authority. Neither Party may exercise its final decision-making authority during the License Term: (i) to require the other Party to perform any Development activities for which it is not responsible under this Agreement or, subject to Section 5.2, to amend the Development Plan in such a way that it no longer meets the Development Plan Guidelines set forth in Exhibit B (the “Development Plan Guidelines”); (ii) to resolve any dispute as to what level of effort constitutes Commercially Reasonable Efforts; (iii) to decide to conduct, sponsor, fund or otherwise support a clinical study, including a Territory-Specific Clinical Trial or a Post-Approval Clinical Study that would materially and adversely affect the Development or Commercialization of the Licensed Product in the other Party’s Territory; (iv) to decide to pursue or not to pursue the negotiation and execution of a Third Party Technology Agreement subject to, and in accordance with, Section 3.6 hereof; (v) to require a Party to take any action that would, or fail to take any action where the failure to take such action would, violate any applicable Law, rule or regulation or infringe the intellectual property rights of Third Parties; (vi) to expand or narrow the responsibilities of the JDC; (vii) to increase or change the budget for Development Costs; (viii) to establish guidelines for the conduct by Biogen Idec of any of the Development activities contemplated under Section 5.1(b) hereof or (ix) to amend this Agreement. For the avoidance of doubt, subject to Section 5.2, any decision by the JDC with respect to any of the items referred to in the foregoing clauses (i)-(viii) of this Section 4.8(a) must be unanimous and, in the event of any disagreement or deadlock at the JDC with respect to any of such items, neither Party may exercise its final decision-making authority with respect to such matter during the License Term.