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 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. 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 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 a Committee) shall be made by consensus (or by unanimous written consent). If a matter is referred by a Committee to the JSC, the JSC shall use reasonable 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 [**] of such matter being referred to it unless such matter is a Time Critical Matter then within [**] of such matter being referred to it, then the JSC shall submit such dispute in writing to the Executive Officers of both Parties. The Executive Officers of both Parties shall use good faith efforts, to resolve promptly such matter, which good faith efforts shall include at least one meeting between such Executive Officers within [**] after the JSC’s submission of such matter to them unless such matter is a Time Critical Matter then within [**] of such matter being referred to the Executive Officers, and any final decision that the Executive Officers agree in writing will be conclusive and binding on the Parties. If the Executive Officers are unable to reach consensus on any such matter within such [**], as applicable, of such matter being referred to the Executive Officers, then such matter shall constitute an “Unresolved Committee Matter.”
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. If a matter is referred by an Operating Committee to the JSC in accordance with Section 2.5, the JSC shall use good faith efforts to promptly address such matter within [****] Business Days after the matter is first referred to the JSC in accordance with Section 2.5 with the goal to resolve such matter within [****] days after the matter is first referred to the JSC in accordance with Section 2.5. If the JSC is unable to reach consensus on (i) any matter referred to the JSC in accordance with Section 2.5 or (ii) any other matter within the scope of the JSC’s express responsibilities hereunder, in each case ((i) and (ii)) within [****] days after such matter having come before the JSC, then either Party’s JSC members shall have the right to submit (by way of such Party’s Alliance Manager) such matter for resolution to the Parties’ Executive Officers within [****] days of such matter being referred to the JSC or otherwise arising within the JSC. Such matter shall be resolved in accordance with Section 2.5(c).
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.
