Within the JSC. All decisions within the JSC (whether originating there, or referred to it by a Subcommittee) shall be made by consensus. If a matter is referred by a Subcommittee to the JSC, the JSC shall use good faith efforts to resolve promptly such matter. If the JSC is unable to reach consensus on any issue, either Party may elect to submit such issue to the Parties’ Executive Officers in accordance with Section 2.7(c).
Within the JSC. Subject to the exception specified below in this Section 3.3(a), all decisions within the JSC will be made by consensus. If the JSC is unable to reach consensus on any issue for which it is responsible, within thirty (30) days after a Party affirmatively states that a decision needs to be made, either Party may elect to submit such issue to the Parties’ Executive Officers, in accordance with Section 3.3(b). For clarity, nothing in this Section 3.3 shall prevent each Parties’ Executive Officer from serving as a member of the JSC.
Within the JSC. Subject to the exceptions specified below in this Section 4.6(b), all decisions within the JSC (whether originating there, or referred to it by an operating Committee) will be made by unanimous agreement. If a matter is referred by an operating [***], the [***] will use good faith efforts, in compliance with [***], to resolve promptly such matter. If the [***] is unable to reach unanimous agreement on any issue for which it is responsible, other than those addressed [***], within [***] after a Party affirmatively states that a decision needs to be made, either Party may elect to submit such issue to [***]in accordance with [***]. Notwithstanding the foregoing:
(i) Unum will not be required to [***] for any of the reasons enumerated in Section 2.2 and Section 2.3; provided, for clarity, that (A) the extent and scope of any Arbitral Matter regarding the application of such Sections may be referred to dispute resolution in accordance with Article 17 (for clarity, [***], in each case will not be treated as an Arbitral Matter and will be determined by Unum as provided in such Sections, and ACTR Matters under such Sections will be subject to the following clause (iv)); and (B) SGI will have the tie-breaking vote with respect to the nomination of the A3 Antigen or any Replacement Antigen in all other cases;
(ii) the selection of a Development Candidate for Development in accordance with Section 2.5 will be made only by [***], and, for clarity, [***] on the foregoing matter, then the Research Program for the relevant Collaboration Antigen will be terminated in accordance with Section 2.5 (and for clarity without escalation to the Executive Officers or arbitration under Article 17);
(iii) the selection of the Product for Commercialization in accordance with Section 2.6 will be made only [***], and, for clarity, if there is [***] of the JSC on the foregoing matter, then a Party may exercise its Opt-Out Right with respect to such Development Candidate and associated Product in accordance with Section 3.2 (and for clarity without escalation to the Executive Officers or arbitration under Article 17);
(iv) all ACTR Matters will be determined by Unum, provided that if the JSC is unable to agree on the existence or scope of an ACTR Matter and if after submission to the Executive Officers pursuant to Section 4.6(c) an agreement has not been reached, then the existence and scope of an ACTR Matter may be referred to dispute resolution in accordance with Article 17;
(v) no di...
Within the JSC. Subject to the exception specified below in this Section 3.3(a), if the Decision-Making Representative from Company and the Decision-Making Representative from DESRES are unable to reach agreement on any matter for which the JSC is responsible as set forth in Section 3.2(b) (a “JSC Matter”), within [***] days after a Party affirmatively states that a decision needs to be made on such JSC Matter, either Party may submit such JSC Matter to the Parties’ Alliance Managers in accordance with Section 3.3(b); provided, however, that, if either Party’s Alliance Manager is a JSC Representative, Section 3.3(b) shall not apply and either Party may submit such JSC Matter to the Parties’ Executive Officers in accordance with Section 3.3(c).
Within the JSC. All decisions within the JSC (whether originating there, or referred to it by an operating Committee) shall be made by consensus. If a matter is referred by
Within the JSC. Subject to the exceptions specified below in this Section 2.4(b), all decisions within the JSC (whether originating there, or referred to it by an operating Committee) shall be made by consensus. If a matter is referred by an operating Committee to the JSC, the JSC shall use good faith efforts, in compliance with Section 2.4(d), to resolve promptly such matter. If the JSC is unable to reach consensus on any issue for which it is responsible, other than those addressed in the last sentence of this Section 2.4(b), within […***…] Business Days after a Party affirmatively states that a decision needs to be made, if the matter relates to […***…] either Party may elect, by written notice to the other Party (the “Executive Officer Referral Notice”) to submit such issue to the Parties’ Executive Officers in accordance with Section 2.4(c). […***…].
Within the JSC. Subject to the exceptions specified below in this Section 2.7(b), all decisions within the JSC (whether originating there, or referred to it by an operating Committee) shall be made by consensus. If a matter is referred by an operating Committee to the JSC, it shall use good faith efforts, in compliance with Section 2.7(d), to resolve promptly such matter. If the JSC is unable to reach consensus on any issue for which it is responsible other than those addressed below, within [*] after a Party affirmatively states that a decision needs to be made, either Party may elect to submit such issue to the Parties’ Executive Officers in accordance with Section 2.7(c). Notwithstanding the foregoing, but subject to Section 16.6:
(i) [*] shall have the final say with respect to the following matters (without obligation to refer such matter to the Executive Officers):
(1) [*] of any [*] or [*] of the [*] for a [*] in the [*] for the [*], to the extent necessary to maintain the [*] that are agreed upon in the [*] (it being understood that [*] do not include any determination of whether and when (A) to [*] that are not contemplated by [*] or (B) to [*]);
(2) [*] in the [*] regarding the [*] (or [*] equivalents (e.g., [*]) contemplated in the [*], to the extent necessary to maintain the [*] that are agreed upon in the [*], provided that such [*] shall exclude the determination of the [*] to be [*] or other [*] in connection with the [*] (or [*] equivalents), which determination shall remain subject to consensus decision-making by the [*] (it being understood that the recommendation by the [*] and determination by the [*] regarding whether to [*] for the [*] or both shall not constitute a [*] pursuant to this Section 2.7(b)(i)(2), and shall remain subject to consensus decision-making by the [*]); and
(3) prior to [*] of [*] for [*] the [*], as applicable, [*] (including [*]) supporting [*] of the [*] for a [*] in the [*], as applicable, to the extent necessary to maintain the [*] that are agreed upon in the [*]; provided that [*] may not exercise its final say with respect to any such [*] with respect to the [*] in a manner that would result in a significant adverse impact to the [*] of such [*] in the [*] (it being understood that [*] matters reserved for [*]’s final say do not include (x) the selection after the Effective Date of [*] or the entering into of any agreement therewith after the Effective Date, which selection or agreement is inconsistent with the [*] or (y) ...
Within the JSC. At the JSC, each Party shall have collectively one vote in all decisions within the JSC’s purview, and the JSC shall make all decisions by unanimous vote; provided that in the event that the JSC cannot reach, despite using good faith efforts, a unanimous vote with respect to any decision within its purview within [***] after first attempting to resolve such matter at the JSC, then either Party may refer such dispute to the Executive Officers for resolution, and the Executive Officers will attempt to resolve the matter in good faith. If consensus cannot be reached with respect to such matter within [***] after the date on which the matter is referred to the Executive Officers (unless a longer period is agreed to by the Parties), then, except as set forth in Section 2.4.3 (Limitations on BMS Final Decision-Making), BMS shall have the final decision-making authority with respect to such matter.
Within the JSC. In addition to resolving issues specifically delegated to it, the JSC shall have the authority to resolve any disputes within the Parties’ collaboration not resolved by any other Committees, except where expressly specified elsewhere in this Agreement. Subject to the exceptions specified below in this Section 2.8(b) (Within the JSC), all decisions within the JSC (whether originating there, or referred to it by an operating Committee) shall be made by unanimous vote, with each Party’s representatives collectively having one (1) vote. A Party’s representative may indicate that its vote on an issue within the JSC is on a contingent basis pending internal approval of the applicable Party regarding the vote; provided, however, that such Party shall as promptly as possible report back to the JSC the outcome of such internal approval process and the meeting minutes shall reflect the ultimate vote. If a matter is referred by an operating Committee to the JSC, it shall use good faith efforts to resolve promptly such matter. If the JSC is unable to reach consensus on any issue for which it is responsible, within [*CONFIDENTIAL*] after a Party affirmatively states that a decision needs to be made, either Party may invoke the dispute resolution provisions of Section 14.12 (Dispute Resolution) and the status quo shall be maintained until resolution is reached.
Within the JSC. Subject to the exceptions specified below in this Section 2.7(b), all decisions within the JSC (whether originating there, or referred to it by an Operating Committee) shall be made by consensus. If a matter is referred by an Operating Committee to the JSC, it shall use good faith efforts, in compliance with Section 2.7(e), to resolve promptly such matter. If the JSC is unable to reach consensus on any issue, such issue shall be referred to the Alliance Managers. The Alliance Managers shall work with the JSC and use their commercially reasonable efforts to reach mutually acceptable resolutions on all such disputed matters. If the Alliance Managers are unable to assist the JSC in resolving such dispute within [*] Business Days after the dispute is first referred to the Alliance Managers, either Party may elect to submit such issue to the Parties’ Executive Officers in accordance with Section 2.7(c). The exceptions to this general rule are that at the JSC and without referral of such matter to the Alliance Managers or Executive Officers:
