Common use of Scope of Governance Clause in Contracts

Scope of Governance. The JDC shall perform its responsibilities under this Agreement based on the principles of diligence, prudence and good scientific and business judgment. Notwithstanding the creation of the JDC, each Party shall retain the rights, powers and discretion granted to it under this Agreement. The JDC shall have only the powers assigned expressly to it under this Article 2 and elsewhere in this Agreement and shall not be delegated or vested with any rights, powers or discretion unless such delegation or vesting is expressly agreed upon by the Parties in writing. The JDC shall not have any power to amend, modify or waive compliance under this Agreement, and no decision of the JDC shall be enforceable to the extent it is in contravention of any terms and conditions of this Agreement. Unless otherwise agreed by the Parties, the JDC shall have no authority and no responsibility for any development of the Licensed Compound or Licensed Products outside the Territory or outside the Field.

Scope of Governance. The JDC JCC shall perform its responsibilities under this Agreement based on the principles of diligence, prudence and good scientific and business judgment. Notwithstanding the creation of the JDCJCC, each Party shall retain the rights, powers and discretion granted to it under this Agreement. The JDC JCC shall have only the powers assigned expressly to it under this Article 2 and elsewhere in this Agreement and shall not be delegated or vested with any rights, powers or discretion unless such delegation or vesting is expressly agreed upon by the Parties in writing. The JDC JCC shall not have any power to amend, modify or waive compliance under this Agreement, and no decision of the JDC JCC shall be enforceable to the extent it is in contravention of any terms and conditions of this Agreement. Unless otherwise agreed by the Parties, the JDC JCC shall have no authority and no responsibility for any development commercialization of the Licensed Compound or Licensed Products outside the Territory or outside the FieldTerritory.