Common use of Quorum; Voting; Decisions Clause in Contracts

Quorum; Voting; Decisions. At each JRC meeting, (i) the participation of at least [********] members designated by each Party shall constitute a quorum and (ii) all members designated by each Party who participate shall [********] vote on all matters before the JRC at such meeting. All decisions of the JRC shall be made by [********] vote. Alternatively, the JRC may act by written consent signed by at least [********] members designated by each Party. Whenever any action by the JRC is called for hereunder during a time period in which the JRC is not scheduled to meet, the Chairman shall cause the JRC to take the action in the requested time period by calling a special meeting or by circulating a written consent. Representatives of each Party or of its Affiliates who are not members of the JRC (including the Patent Coordinators) may attend JRC meetings as non-voting observers with the consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed. The Parties shall use reasonable efforts to reach consensus on matters properly before the JRC but, to the extent that that the JRC is unable to resolve any such matter, unless otherwise provided in this Agreement, such matter shall be referred to the ESC to be resolved in accordance with Section 2.1.5.

Quorum; Voting; Decisions. At each JRC JDC meeting, (i) the participation presence in person of at least [********] members member designated by each Party shall constitute a quorum and (ii) all members designated by each Party who participate are present shall have [********] vote on all matters before the JRC JDC at such meeting. All decisions of the JRC JDC shall be made by [********] unanimous vote. Alternatively, the JRC JDC may act by written consent signed by at least [********] members designated by each Party. Whenever any action by the JRC JDC is called for hereunder during a time period in which the JRC JDC is not scheduled to meet, the Chairman Chair of the JDC shall cause the JRC JDC to take the action in the requested time period by calling a special meeting or by circulating a written consent. Representatives of each Party or of its Affiliates who are not members of the JRC (including the Patent Coordinators) JDC may attend JRC JDC meetings as non-voting observers with the consent of the other Party, which shall not be unreasonably withheld, conditioned or delayedobservers. The Parties JDC shall use reasonable efforts to reach consensus agreement on matters properly before any and all matters. In the JRC butevent that, despite such reasonable efforts, agreement on a particular matter cannot be reached by the JDC within [***] days after the JDC first meets to the extent that that the JRC is unable to resolve any consider such matter, unless otherwise provided then (i) in this Agreementthe case of an ARCHEMIX [***]% Co-Development Sharing Percentage, such the matter shall be referred to the ESC JSC for resolution pursuant to be resolved Section 2.1.6, and (ii) in accordance with Section 2.1.5the case of an ARCHEMIX [***]% Co-Development Sharing Percentage, MERCK shall have the right to make the final decision, but shall only exercise such right in good faith after full consideration of the positions of both Parties.

Quorum; Voting; Decisions. At each JRC JDC meeting, (i) the participation of at least [********] two (2) members designated by each Party shall constitute a quorum and (ii) all members designated by each Party who participate are participating shall [********] vote on all matters before the JRC JDC at such meeting. All decisions of the JRC JDC shall be made by [********] vote. Alternatively, the JRC JDC may act by written consent signed by at least [********] ]members designated by each Party. Whenever any action by the JRC JDC is called for hereunder during a time period in which the JRC JDC is not scheduled to meet, the Chairman shall cause the JRC JDC to take the action in the requested time period by calling a special meeting or by circulating a written consent. Representatives of each Party or of its Affiliates who are not members of the JRC JDC (including the Patent Coordinators) may attend JRC JDC meetings as non-voting observers with the consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed. The Parties shall use reasonable efforts to reach consensus on matters properly before the JRC but, JDC but to the extent that that the JRC JDC is unable to resolve any such matter, unless otherwise provided in this Agreementmatter before it, such matter shall be referred to the ESC to be resolved in accordance with Section 2.1.5.

Quorum; Voting; Decisions. At each JRC meeting, (i) A Committee shall have the participation right to adopt such standing rules as shall be necessary for its work to the extent that such rules are not inconsistent with this Agreement. A quorum of a Committee shall exist whenever there is present at a meeting at least [*****] appointed by each Party. Members of a Committee may attend a meeting either in person or by telephone, video conference or similar means in which each participant can hear what is said by, and be heard by, the other participants (with any written presentations by either Party provided by electronic means in advance of or simultaneously with such meeting to the participants of the other Party). Representation by proxy shall be allowed. A Committee shall take action by consensus of the members present at a meeting at which a quorum exists, with, subject to the final decision-making authority of the chair of the JSC and the JPT, respectively, as set forth in Section 3.1(c) and Section 3.2(c), each Party having [***] members designated by each Party shall constitute a quorum and (ii) all members designated by each Party who participate shall [********] vote on all matters before the JRC at such meeting. All decisions irrespective of the JRC shall be made number of representatives of such Party in attendance or by [********] vote. Alternatively, the JRC may act by a written consent resolution signed by at least [********] members designated appointed by each Party. Whenever any action by the JRC is called for hereunder during a time period in which the JRC is not scheduled to meet, the Chairman shall cause the JRC to take the action in the requested time period by calling a special meeting or by circulating a written consent. Representatives Reasonable numbers of each employees of either Party or of its Affiliates who that are not members of the JRC (including the Patent Coordinators) a Committee may attend JRC meetings as any meeting of such Committee; provided, however, that such attendees (A) shall not vote or otherwise participate in the decision-making process of such Committee and (B) are bound by obligations of confidentiality and non-voting observers with the consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed. The Parties shall use reasonable efforts disclosure equivalent to reach consensus on matters properly before the JRC but, to the extent that that the JRC is unable to resolve any such matter, unless otherwise provided those set forth in this Agreement, such matter shall be referred to the ESC to be resolved in accordance with Section 2.1.5Article 11.

Quorum; Voting; Decisions. At each JRC JDC meeting, (i) the participation of at least [********] two (2) members designated by each Party shall constitute a quorum and (ii) all members designated by each Party who participate are participating shall [********] vote on all matters before the JRC JDC at such meeting. All decisions of the JRC JDC shall be made by [********] vote. Alternatively, the JRC JDC may act by written consent signed by at least [********] members designated by each Party. Whenever any action by the JRC JDC is called for hereunder during a time period in which the JRC JDC is not scheduled to meet, the Chairman shall cause the JRC JDC to take the action in the requested time period by calling a special meeting or by circulating a written consent. Representatives of each Party or of its Affiliates who are not members of the JRC JDC (including the Patent Coordinators) may attend JRC JDC meetings as non-voting observers with the consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed. The Parties shall use reasonable efforts to reach consensus on matters properly before the JRC but, JDC but to the extent that that the JRC JDC is unable to resolve any such matter, unless otherwise provided in this Agreementmatter before it, such matter shall be referred to the ESC to be resolved in accordance with Section 2.1.5.

Quorum; Voting; Decisions. At each JRC JSC meeting, (i) the participation presence in person of at least [********] members one (1) member designated by each Party shall constitute a quorum and (ii) all members designated by each Party member who participate is present shall [********] have one vote on all matters before the JRC JSC at such meeting. All decisions of the JRC JSC, other than Unanimous Decisions, Biotest Decisions and ImmunoGen Decisions, shall be made by [********] majority vote; provided, that, any member designated by a Party shall have the right to cast the votes of any of such Party’s members on the JSC who are absent Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. from the meeting. Alternatively, the JRC JSC may act by written consent signed by at least [********] members one (1) member designated by each Party. All decisions of the JSC that involve Unanimous Decisions shall be made by vote of all members of the JSC. Whenever any action by the JRC JSC is called for hereunder during a time period in which the JRC JSC is not scheduled to meet, the Chairman shall cause the JRC JSC to take the action in the requested time period by calling a special meeting or by circulating a written consent. Representatives of each Party or of its Affiliates who are not members of the JRC JSC (including including, without limitation, the Patent Coordinators) may attend JRC JSC meetings as non-voting observers with observers. In the consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed. The Parties shall use reasonable efforts to reach consensus on matters properly before the JRC but, to the extent that event that the JRC JSC is unable to resolve any such matter, unless otherwise provided in this Agreementmatter before it, such matter shall be referred to the ESC to be resolved in accordance with Section 2.1.52.1.6.