Limitations on the Authority of Committees Sample Clauses

Limitations on the Authority of Committees. Notwithstanding the Committee structure established pursuant to Section 2.1(a) to oversee the Collaboration, each Party shall retain the rights, powers and discretion granted to it under this Agreement, and no such rights, powers, or discretion shall be delegated to or vested in a Committee unless such delegation or vesting of rights is expressly provided for in this Agreement or the Parties expressly so agree in writing. Without limiting the generality of the foregoing, no Committee shall have any authority or jurisdiction to: (i) amend, modify, or waive compliance with this Agreement, any of which shall require mutual written agreement of the Parties; (ii) interpret this Agreement, or determine whether or not a Party has met its diligence or other obligations under the Agreement or whether or not a breach of this Agreement has occurred; (iii) make any decision on any matter that this Agreement expressly states is an option or election to be made by a Party; (iv) make any retroactive updates, amendments and modifications to, or waivers of provisions of, a Development Plan or Commercialization Plan, any of which shall require the mutual agreement of the Parties; or (v) such other matters as are reserved to the consent, approval, agreement or other decision-making authority of one or both Parties in this Agreement and that are not required by this Agreement to be considered by a Committee prior to the exercise of such consent, approval or other decision-making authority. Notwithstanding the foregoing, neither Party shall be restricted from bringing before any appropriate Committee for [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. discussion any matter relating to the Collaboration that it believes warrants discussion between the Parties through the Committees, provided that the consideration of any such matter by any Committee shall not infringe or limit the exercise of a Party’s right of consent or approval or other decision-making authority granted to it by this Agreement, nor shall any such consideration, as contemplated by this sentence, subject any such right of consent or approval or other decision-making authority to any dispute resolution mechanism provided for in Section 2.7 or Article 15 or elsewhere in this Agreement.
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Limitations on the Authority of Committees. Notwithstanding the Committee structure established pursuant to Section 2.1(a) to oversee the Collaboration, each Party shall retain the rights, powers and discretion granted to it under this Agreement, and no such rights, powers, or discretion shall be delegated to or vested in a Committee unless such delegation or vesting of rights is expressly provided for in this Agreement or the Parties expressly so agree in writing. Without limiting the generality of the foregoing, no Committee shall have any authority or jurisdiction to: (i) amend, modify, or waive compliance with this Agreement, any of which shall require mutual written agreement of the Parties; (ii) interpret this Agreement, or determine whether or not a Party has met its diligence or other obligations under the Agreement or whether or not a breach of this Agreement has occurred; (iii) require EXEL to [*] (other than [*], [*] that are carried out in accordance with the [*], and any [*] obligations with respect to [*] that are set forth in the applicable [*]) without EXEL’s express written consent ([*]); (iv) require EXEL’s to [*] (other than [*], [*] that are carried out in accordance [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. with [*], and any [*] with respect to [*] that are set forth in the applicable [*]) without EXEL’s express written consent (which [*]); (v) require BMS to [*] (other than [*]) without BMS’ express written consent (which [*]); (vi) make any decision on any matter that this Agreement expressly states is an option or election to be made by a Party; (vii) make any retroactive updates, amendments and modifications to, or waivers of provisions of, an Approved Plan, any which shall require the mutual agreement of the Parties; and (viii) such other matters as are reserved to the consent, approval, agreement or other decision-making authority of one or both Parties in this Agreement and that are not required by this Agreement to be considered by one or more Committees prior to the exercise of such consent, approval or other decision-making authority. For clarity, a Party’s right to cast a deciding vote on a matter in a Committee pursuant to Article 2 shall not, in and of itself, subject such matter to the preceding sentence. Notwithstanding the foregoing, neither Party shall be restrict...
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Limitations on the Authority of Committees. Notwithstanding the Committee structure established pursuant to Section 4.1(a), each Party shall retain the rights, powers and discretion granted to it under this Agreement, and no such rights, powers, or discretion shall be delegated to or vested in a Committee unless such delegation or vesting of rights is expressly provided for in this Agreement or the Parties expressly so agree in writing. Without limiting the generality of the foregoing, no Committee shall have any authority or jurisdiction to: (i) amend, modify, or waive compliance with this Agreement, any of which shall require mutual written agreement of the Parties; or (ii) require Exelixis to [ * ] an [ * ] of [ * ] on any [ * ] during [ * ] of the [ * ], without the Parties’ prior written agreement.
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Limitations on the Authority of Committees. Notwithstanding the Committee structure established pursuant to this Article 2 to oversee the Collaboration, each Party shall retain the rights, powers and discretion granted to it under this Agreement, and no such rights, powers, or discretion shall be delegated to or vested in a Committee unless such delegation or vesting of rights is expressly provided for in this Agreement or the Parties expressly so agree by mutual Party Written Consent. The Parties hereby agree that (i) no Committee shall have any authority with respect to the amendment, modification or waiver of compliance with this Agreement, which matters may be approved only by mutual Party Written Consent of the Parties or, in the case of a waiver of compliance, by the Party Written Consent of the Party entitled to waive such compliance, (ii) any matter that otherwise would be within the jurisdiction of any Committee may be agreed or resolved by mutual Party Written Consent, (iii) any matter that is expressly reserved to the consent or other decision‑making authority of a Party in this Agreement may be decided only by such Party by Party Written Consent, (iv) any matter that is expressly reserved to the consent or agreement of both of the Parties may be decided only by the Parties by the mutual Party Written Consent or, where indicated, by Joint Committee Consent, and (v) all determinations made by any Committee shall be subject to and shall comply with the terms of this Agreement.
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Limitations on the Authority of Committees. Notwithstanding the Committee structure established pursuant to Section 2.1.1 to oversee the Collaboration, each Party shall retain the rights, powers and discretion granted to it under this Agreement, and no such rights, powers, or discretion shall be delegated to or vested in a Committee unless such delegation or vesting of rights is expressly provided for in this Agreement or the Parties expressly so agree in writing. The Parties hereby agree that the following matters are explicitly reserved to the consent, approval or other decision-making authority of one or both Parties, as expressly provided in this Agreement, and are outside the jurisdiction and authority of the Committees: (a) the amendment, modification or waiver of compliance with this Agreement, which shall require mutual written agreement of the Parties, (b) the exercise of Medarex’s Opt-Out rights pursuant to Section 3.8, which shall require the written consent of, or notice from, Medarex as provided in such Section, (c) the exercise of Medarex’s option to Co-Promote a Product pursuant to Section 5.3.1, which shall require the written consent of, or notice from, Medarex, as provided in such Section, (d) the Development of (i) a Product for use together, or in combination, with an Immunotherapeutic Agent, or an (ii) Immunotherapeutic Agent, for use together, or in combination, with a Product or otherwise, except for Commercialized Agents that are not controlled by a Party (or any of its Affiliates) to the extent permitted by Section 3.13, and except as set forth in the Global Development Plan and Budget as Previously Disclosed, without the written consent of such controlling Party, (e) the exercise of BMS’ opt-out rights pursuant to Sections 10.5.6(a)(i) and 14.5, which shall require the written consent of, or notice from, BMS as provided in such Section, (f) any retroactive updates, amendments and modifications to, or waivers of provisions of, an Approved Plan, which shall require the mutual agreement of the Parties, and (g) such other matters as are reserved to the consent, approval, agreement or other decision-making authority of Medarex or both Parties in this Agreement that are not required by this Agreement to be considered by one or more Committees prior to the exercise of such consent, approval or other decision-making authority. For clarity, a Party’s right to a Party Vote in a Committee pursuant to Article 2, in and of itself, shall not subject a matter to the preceding sentence. No...
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Limitations on the Authority of Committees. Notwithstanding the Committee structure established pursuant to Section 4.1(a), each Party shall retain the rights, powers and discretion granted to it under this Agreement, and no such rights, powers, or discretion shall be delegated to or vested in a Committee unless such delegation or vesting of rights is expressly provided for in this Agreement or the Parties expressly so agree in writing. Without limiting the generality of the foregoing, no Committee shall have any authority or jurisdiction to: (i) amend, modify, or waive compliance with this Agreement, any of which shall require mutual written agreement of the Parties; or (ii) require Exelixis to [ * ] an [ * ] of [ * ] on any [ * ] during [ * ] of the [ * ], without the Parties’ prior written agreement. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Limitations on the Authority of Committees 
Sample 1
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Related to Limitations on the Authority of Committees

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