Common use of Limitations on Decision-Making Clause in Contracts

Limitations on Decision-Making. Neither Party shall have the deciding vote on, and the JSC shall have no decision-making authority regarding, any of the following matters: (a) the imposition of any requirements on the other Party to undertake obligations beyond those for which it is responsible, or to forgo any of its rights, under this Agreement; (b) the imposition of any requirements that the other Party takes or declines to take any action that would result in a violation of any Applicable Law or any agreement with any Third Party or the infringement of any intellectual property rights of any Third Party; (c) the resolution of any dispute involving the breach or alleged breach of this Agreement; (d) the determination of whether either Party exerts Commercially Reasonable Efforts under this Agreement; (e) any decision that is expressly stated to require the mutual agreement (or similar language) of the JSC or the Parties or the approval of the other Party; (f) any matters that would excuse a Party from any of its obligations under this Agreement; or (g) modifying the terms of this Agreement or taking any action to expand or narrow the responsibilities of the JSC. The decision-making Party shall make its decision in good faith, subject to the terms and conditions of this Agreement. In no event may the decision-making Party unilaterally determine that it has fulfilled any obligations hereunder or that the non-deciding Party has breached any obligations hereunder. In no event may Yarrow unilaterally determine [***]. In no event may GenSci unilaterally determine [***]. For clarity, approval by the JSC shall not be understood to mean approval by a Party.

Limitations on Decision-Making. (a) Neither Party shall have the deciding vote on, and the JSC no Committee shall have no decision-making authority regarding, any of the following matters: : (ai) the imposition of any requirements on the other Party to undertake obligations beyond those for which it is responsible, or to forgo any of its rights, under this Agreement; ; (bii) the imposition of any requirements that the other Party takes or declines to take any action that would result in a violation of any Applicable Law or any agreement with any Third Party or the infringement of any intellectual property rights of any Third Party; ; (ciii) the resolution of any dispute involving the breach or alleged breach of this Agreement; ; (d) the determination of whether either Party exerts Commercially Reasonable Efforts under this Agreement; (eiv) any decision that is expressly stated to require the mutual agreement (or similar language) of the JSC or the Parties or the approval of the other Party; ; (fv) any matters that would excuse a such Party from any of its obligations under this Agreement; or or (gvi) modifying the terms of this Agreement or taking any action to expand or narrow the responsibilities of the JSC. any Committee. (b) The decision-making Party shall make its decision in good faith, subject to the terms and conditions of this Agreement. , and in a commercially reasonable manner without favoring other products being Developed, Manufactured or Commercialized by or on behalf of such Party or its Affiliates that are not Licensed Products. (c) In no event may the decision-making Party unilaterally determine that it has fulfilled any obligations hereunder or that the non-deciding Party has breached any obligations hereunder. . (d) In no event may Yarrow Licensee unilaterally determine [***]. that the events required for the payment of milestone payments have not occurred. (e) In no event may GenSci Tetraphase unilaterally determine [***]. For clarity, approval by that the JSC shall not be understood to mean approval by a Partyevents required for the payment of milestone payments have occurred.

Limitations on Decision-Making. (a) Neither Party shall have the deciding vote on, and the JSC no Committee shall have no decision-making authority regarding, any of the following matters: : (ai) the imposition of any requirements on the other Party to undertake obligations beyond those for which it is responsible, or to forgo any of its rights, under this Agreement; ; (bii) the imposition of any requirements that the other Party takes or declines to take any action that would result in a violation of any Applicable Law or any agreement with any Third Party or the infringement of any intellectual property rights of any Third Party; ; (ciii) the resolution of any dispute involving the breach or alleged breach of this Agreement; ; (div) the determination of whether either Party a Licensee Entity exerts Commercially Reasonable Efforts under this Agreement; ; (ev) any decision that is expressly stated to require the mutual agreement (or similar language) of the JSC a Committee or the Parties or the approval of the other Party; Party (fbut not “approval” of a Committee); (vi) any matters that would excuse a such Party from any of its obligations under this Agreement; or or (gvii) modifying the terms of this Agreement or taking any action to expand or narrow the responsibilities of the JSC. any Committee. (b) The decision-making Party shall make its decision in good faith, subject to the terms and conditions of this Agreement. . (c) In no event may the decision-making Party unilaterally determine that it has fulfilled any obligations hereunder or that the non-deciding Party has breached any obligations hereunder. . (d) In no event may Yarrow Licensee unilaterally determine [***]. that the events required for the payment of milestone payments have not occurred. (e) In no event may GenSci Agios unilaterally determine [***]. that the events required for the payment of milestone payments have occurred. (f) For clarity, approval by the JSC a Committee shall not be understood to mean approval by a Party.

Limitations on Decision-Making. (a) Neither Party shall have the deciding vote on, and the JSC no Committee shall have no decision-making authority regarding, any of the following matters: (ai) the imposition of any requirements on the other Party to undertake obligations beyond those for which it is responsibleincreased costs or obligations, or to forgo any of its rights, under this Agreement; (bii) the imposition of any requirements that the other Party takes or declines to take any action that would result in a violation of any Applicable Law or any agreement with any Third Party or the infringement of any intellectual property rights of any Third Party; (ciii) the resolution of any a dispute involving the breach or alleged breach of this Agreement; (div) the determination of whether either Party a Hutchmed Entity exerts Commercially Reasonable Efforts under this Agreement; (ev) any decision that is expressly stated to require the mutual agreement (or similar language) of the JSC a Committee or the Parties or the approval of the other PartyParty (but not “approval” of a Committee); (fvi) any matters that would excuse a such Party from any of its obligations under under, or waive any term of, this Agreement; or (gvii) modifying the terms of this Agreement or taking any action to expand or narrow the responsibilities of the JSC. The decision-making Party shall make its decision in good faith, subject to the terms and conditions of this Agreementany Committee. In no event may the decision-making Party unilaterally determine that it has fulfilled any obligations hereunder or that the non-deciding Party has breached any obligations hereunder. In no event may Yarrow Hutchmed unilaterally determine [***]that any events required for the ​ payment of milestone payments have not occurred and in no event may Epizyme unilaterally determine that the events required for the payment of milestone payments have occurred. (b) In no event shall Hutchmed exercise its final decision-making authority with respect to the Licensed Products in the Territory in a manner that Epizyme has notified Hutchmed (including through the applicable Committee or Subcommittee) is reasonably expected to have a material adverse effect on the Manufacturing, Development or Commercialization for any Licensed Product outside the Territory, or scope, validity or enforceability of any Licensed IP. In no event may GenSci unilaterally determine [***]shall Epizyme exercise its final decision-making authority with respect to the Licensed Products outside the Territory in a manner that Hutchmed has notified Epizyme (including through the applicable Committee or Subcommittee) is reasonably expected to have a material adverse effect on the Development or Commercialization of any Licensed Product in the Territory. For clarity, approval by the JSC a Committee shall not be understood to mean approval by a Party.

Limitations on Decision-Making. (a) Neither Party shall have the deciding vote on, and the JSC no Committee shall have no decision-making authority regarding, any of the following matters: (ai) the imposition of any requirements on the other Party to undertake obligations beyond those for which it is responsibleincreased costs or obligations, or to forgo any of its rights, under this Agreement; (bii) the imposition of any requirements that the other Party takes or declines to take any action that would result in a violation of any Applicable Law or any agreement with any Third Party or the infringement of any intellectual property rights of any Third Party; (ciii) the resolution of any a dispute involving the breach or alleged breach of this Agreement; (div) the determination of whether either Party a Hutchmed Entity exerts Commercially Reasonable Efforts under this Agreement; (ev) any decision that is expressly stated to require the mutual agreement (or similar language) of the JSC a Committee or the Parties or the approval of the other PartyParty (but not “approval” of a Committee); (fvi) any matters that would excuse a such Party from any of its obligations under under, or waive any term of, this Agreement; or (gvii) modifying the terms of this Agreement or taking any action to expand or narrow the responsibilities of the JSC. The decision-making Party shall make its decision in good faith, subject to the terms and conditions of this Agreementany Committee. In no event may the decision-making Party unilaterally determine that it has fulfilled any obligations hereunder or that the non-deciding Party has breached any obligations hereunder. In no event may Yarrow Hutchmed unilaterally determine [***]that any events required for the payment of milestone payments have not occurred and in no event may Epizyme unilaterally determine that the events required for the payment of milestone payments have occurred. (b) In no event shall Hutchmed exercise its final decision-making authority with respect to the Licensed Products in the Territory in a manner that Epizyme has notified Hutchmed (including through the applicable Committee or Subcommittee) is reasonably expected to have a material adverse effect on the Manufacturing, Development or Commercialization for any Licensed Product outside the Territory, or scope, validity or enforceability of any Licensed IP. In no event may GenSci unilaterally determine [***]shall Epizyme exercise its final decision-making authority with respect to the Licensed Products outside the Territory in a manner that Hutchmed has notified Epizyme (including through the applicable Committee or Subcommittee) is reasonably expected to have a material adverse effect on the Development or Commercialization of any Licensed Product in the Territory. For clarity, approval by the JSC a Committee shall not be understood to mean approval by a Party.

Limitations on Decision-Making. Neither Party (a) The JSC shall not have any authority other than that expressly set forth in Section 3.02 and matters explicitly reserved to the deciding vote onconsent, approval or other decision-making authority of one or both Parties, as expressly provided in this Agreement or other subsequent agreements between the Parties, are outside the jurisdiction and authority of the JSC. Specifically, the JSC shall have no decision-making authority regarding, any of in the following matters: : (ai) the imposition of any requirements on the other Party to undertake obligations beyond those for which it is responsible, or to forgo any of its rights, under this Agreement; ; (bii) the imposition of any requirements that the other Party takes or declines to take any action that would result in a violation of any Applicable Law or any agreement with any Third Party or the infringement of any intellectual property rights of any Third Party; ; (ciii) the resolution of any dispute involving the breach or alleged breach of this Agreement; ; (div) the determination of whether either Party exerts Commercially Reasonable Efforts under this Agreement; ; (ev) any decision that is expressly stated to require the approval of the JSC or the mutual agreement (or similar language) of the JSC or the Parties or the approval of the other Party; ; (fvi) any matters that would excuse a Party from any of its obligations under this Agreement; or or (gvii) modifying the terms of this Agreement or taking any action to expand or narrow the responsibilities of the JSC. . (b) The decision-making Party shall make its decision in good faith, subject to the terms and conditions of this Agreement. . (c) In no event may the decision-making Party unilaterally determine that it has fulfilled any obligations hereunder or that the non-deciding Party has breached any obligations hereunder. . (d) In no event may Yarrow Nuance unilaterally determine [***]. that the events required for the payment of milestone payments have not occurred. (e) In no event may GenSci Verona unilaterally determine [***]. that the events required for the payment of milestone payments have occurred. (f) For clarity, approval by the JSC shall not be understood to mean approval by a Party.

Limitations on Decision-Making. (a) Neither Party shall have the deciding vote on, and the JSC shall have no decision-making authority regarding, any of the following matters: : (ai) the imposition of any requirements on the other Party to undertake obligations beyond those for which it is responsible, or to forgo any of its rights, under this Agreement; ; (bii) the imposition of any requirements that the other Party takes or declines to take any action that would result in a violation of any Applicable Law or any agreement with any Third Party or the infringement of any intellectual property rights of any Third Party; ; (ciii) the resolution of any dispute involving the breach or alleged breach of this Agreement; ; (div) the determination of whether either Party exerts Commercially Reasonable Efforts under this Agreement; ; (ev) any decision that is expressly stated to require the mutual agreement (or similar language) of the JSC or the Parties or the approval of the other Party; ; (fvi) any matters that would excuse a Party from any of its obligations under this Agreement; or or (gvii) modifying the terms of this Agreement or taking any action to expand or narrow the responsibilities of the JSC. . (b) The decision-making Party shall make its decision in good faith, subject to the terms and conditions of this Agreement. . (c) In no event may the decision-making Party unilaterally determine that it has fulfilled any obligations hereunder or that the non-deciding Party has breached any obligations hereunder. . (d) In no event may Yarrow Arctic Vision unilaterally determine [***]. that the events required for the payment of milestone payments have not occurred. (e) In no event may GenSci Clearside unilaterally determine [***]. that the events required for the payment of milestone payments have occurred. (f) For clarity, approval by the JSC shall not be understood to mean approval by a Party. Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed.