Common use of Scope of Committee Authority Clause in Contracts

Scope of Committee Authority. For clarity and notwithstanding the creation of any Committee, each Party will retain the rights, powers and discretion granted to it hereunder, and no Committee will 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 (including any decision to be made at Party’s sole discretion hereunder). No Committee, nor a Party via exercise of its final decision-making authority will have the power to (a) subject to Xxxxxx’s final decision-making authority in Section 10.6.2(a)(i), resolve any Dispute regarding the amount of any payment owed under this Agreement, (b) amend, waive or modify any term of this Agreement, (c) determine whether or not a Party has met its diligence or other obligations under this Agreement, or (d) determine whether or not a Party has final decision-making authority with respect to a matter, and no decision of any Committee or exercise by a Party of its final decision-making authority will be in contravention of any express terms or conditions of this Agreement. It is understood and agreed that issues to be formally decided by the JRC are limited to those specific issues that are expressly provided in Section 10.2.5 (JRC Functions) of this Agreement and Disputes at the JRC which relate to subjects other than those expressly set forth in Section 10.2.5 (JRC Functions) will be handled according to Section 10.6.1 (JRC Decisions) and Section 20.6 (Choice of Law; Dispute Resolution; Jurisdiction), as applicable. Once a Committee is disbanded, such Committee will have no further obligations under this Agreement and, thereafter, each Party will designate a contact person for the exchange of information under this Agreement or such exchange of information will be made through the Alliance Managers. In the event a Committee is disbanded, any decisions that are designated under this Agreement as being subject to the review or approval of such Committee will be made by the Parties directly, subject to the other terms and conditions of this Agreement.

Scope of Committee Authority. For clarity and notwithstanding the creation of any Committeethe Committees, each Party will retain the rights, powers and discretion granted to it hereunder, and no Committee none of the Committees will 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 (including any decision to be made at Party’s sole discretion hereunder)writing. No CommitteeNone of the Committees, nor or a Party via exercise of its final decision-making authority authority, will have the power to (a) subject to Xxxxxx’s final decision-making authority in Section 10.6.2(a)(i), resolve any Dispute regarding the amount of any payment owed under this Agreement[***], (b) amend, waive or modify any term of this Agreement or any Ancillary Agreement, or (c) determine whether or not a Party has met (or failed to meet) its diligence or other obligations under this Agreement or any Ancillary Agreement. No decision of the Committees, or (d) determine whether or not a Party has final decision-making authority with respect to a matter, and no decision of any Committee or via exercise by a Party of its final decision-making authority authority, will be in contravention of any express terms or and conditions of this Agreement or any Ancillary Agreement. It is understood and agreed that issues to be formally decided by the JRC Committees are limited to those specific issues that are expressly provided for approval or determination in Section 10.2.5 8.2.2 (JSC Specific Responsibilities), Section 8.3.2 (JRC FunctionsSpecific Responsibilities), Section 8.4.2 (JDC Specific Responsibilities), Section 8.5.2 (JCC Specific Responsibilities), Section 8.6.2 (JMC Specific Responsibilities), Section 8.7.2 (JFC Specific Responsibilities) and Section 8.8.2 (JIPC Specific Responsibilities) of this Agreement Agreement, and the Disputes at the JRC which relate to subjects other than those expressly set forth in Section 10.2.5 (JRC Functions) the foregoing provisions will be handled according to Section 10.6.1 (JRC Decisions) and Section 20.6 16.6 (Choice of Law; Dispute Resolution; Jurisdiction), as applicable. Once a Committee is disbanded, such Committee will have no further obligations under this Agreement or any Ancillary Agreement and, thereafter, each Party will designate a contact person for the exchange of information under this Agreement or any Ancillary Agreement, or such exchange of information will be made through the Alliance Managers. In the event a Committee is disbanded, any decisions that are designated under this Agreement or any Ancillary Agreement as being subject to the review or approval of such Committee will be made reviewed or approved by the Parties directly, subject to the other terms and conditions of this Agreement, including subject to such terms and conditions with respect to decision-making authority and dispute resolution.

Scope of Committee Authority. For clarity and notwithstanding the creation of the JSC, JRC or any CommitteeSubcommittee, each Party will retain the rights, powers and discretion granted to it hereunder, and no Committee none of the JSC, JRC or any Subcommittee will 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 (including writing. None of the JSC, JRC, any decision to be made at Party’s sole discretion hereunder). No Committee, nor Subcommittee or a Party via exercise of its final decision-making authority will have the power to (a) subject to Xxxxxx’s final decision-making authority in Section 10.6.2(a)(i), resolve any Dispute regarding the existence or amount of any payment owed under this Agreement, Agreement or (b) amend, waive or modify any term of this Agreement, (c) determine whether or not a Party has met its diligence or other obligations under this Agreement, or (d) determine whether or not a Party has final decision-making authority with respect to a matter, and no decision of the JSC, JRC or any Committee or exercise by a Party of its final decision-making authority Subcommittee will be in contravention of any express terms or 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 Section 9.3.3 (JSC Functions) of this Agreement and the Disputes which relate to subjects other than those set forth in Section 9.3.3 (JSC Functions) will be handled according to Section 17.6 (Choice of Law; Dispute Resolution; Jurisdiction). It is further understood and agreed that issues to be formally decided by the JRC are limited to those specific issues that are expressly provided in Section 10.2.5 9.4.5 (JRC Functions) of this Agreement and Disputes at the JRC which relate to subjects other than those expressly set forth in Section 10.2.5 (JRC Functions) will be handled according to Section 10.6.1 (JRC Decisions) and Section 20.6 (Choice of Law; Dispute Resolution; Jurisdiction), as applicableAgreement. Once a Committee is disbanded, such Committee will have no further obligations under this Agreement and, thereafter, each Party will designate a contact person for the exchange of information under this Agreement or such exchange of information will be made through the Alliance Managers. In the event a Committee is disbanded, any decisions that are designated under this Agreement as being subject to the review or approval of such Committee will be made by the Parties directly, subject to the other terms and conditions of this Agreement.

Scope of Committee Authority. For clarity and notwithstanding the creation of the JRC or any CommitteeSubcommittee, each Party will retain the rights, powers and discretion granted to it hereunder, and no Committee none of the JRC or any Subcommittee will 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 (including writing. None of the JRC, any decision to be made at Party’s sole discretion hereunder). No Committee, nor Subcommittee or a Party via exercise of its final decision-making authority will have the power to (a) subject to Xxxxxx’s final decision-making authority in Section 10.6.2(a)(i), resolve any Dispute regarding the existence or amount of any payment owed under this Agreement or any Ancillary Agreement, (b) amend, waive or modify any term of this Agreement or any Ancillary Agreement, (c) determine whether or not a Party has met its diligence or other obligations under this Agreement, Agreement or any Ancillary Agreement or (d) determine whether any Milestone Event or not a Party Sales Milestone Event has final decision-making authority with respect to a matterbeen achieved or any payment obligation hereunder or under any Ancillary Agreement has been triggered, and no decision of the JRC or any Committee or exercise by a Party of its final decision-making authority Subcommittee will be in contravention of any express terms or and conditions of this Agreement or any Ancillary Agreement. It is understood and agreed that issues to be formally decided by the JRC are limited to those specific issues that are expressly provided in Section 10.2.5 9.2.5 (JRC Functions) of this Agreement and the Disputes at the JRC which relate to subjects other than those expressly set forth in Section 10.2.5 9.2.5 (JRC Functions) will be handled according to Section 10.6.1 (JRC Decisions) and Section 20.6 18.6 (Choice of Law; Dispute Resolution; Jurisdiction), as applicable. Once a Committee is disbanded, such Committee will have no further obligations under this Agreement and, thereafter, each Party will designate a contact person for the exchange of information under this Agreement or such exchange of information will be made through the Alliance Managers. In the event a Committee is disbanded, any decisions that are designated under this Agreement as being subject to the review or approval of such Committee will be made by the Parties directly, subject to the other terms and conditions of this Agreement.