Decision Making. All decisions of the JCC require unanimous agreement of the Parties, with each Party having one (1) vote on all matters presented to the JCC for resolution or decision. The members of the JCC will attempt in good faith to reach consensus on all matters before the JCC. In the event that the JCC cannot, after such good-faith efforts, reach agreement on a matter within the jurisdiction of the JCC, including any adoption, amendment or update to a Co-Promotion Plan within […***…], the issue shall be elevated to a Executive Officer of each of Ambit and Astellas, to seek in good faith to reach agreement on the issue. Solely in the case of a dispute regarding the Direct Marketing/Promotion Expenses or the Indirect Marketing Expenses proposed to be included in the Co-Promotion Plan budget (or any proposed amendment or update thereto) (in each case, a “Proposed Expense Dispute”), the Parties shall exchange written proposals regarding the portion of the budget in dispute in advance of elevating such dispute to the Executive Officers. In the event such executives cannot resolve the issue after good-faith efforts within […***…], then (a) if the dispute is a Proposed Expense Dispute, either Party shall have the right to cause the Dispute to be resolved by expedited arbitration pursuant to Exhibit E, and (b) if the dispute concerns any other issue the issue shall be decided by Astellas, in its reasonable discretion but subject to Astellas’s obligation to use Commercially Reasonable Efforts as set forth in Section 3.6.1 and taking into account the legitimate business issues of Ambit with respect to the issue. Astellas shall provide Ambit with a Decision Notice with respect to such decision, which decision shall be final and binding on the Parties. For clarity, in the event of a dispute concerning the Co-Promotion Plan budget which is resolved by expedited arbitration, Astellas may, but shall not be required to, perform the activities contemplated in its proposed Co-Promotion Plan budget, but the Direct Marketing/Promotion Expenses and Indirect Marketing Expenses incurred by Astellas during the Calendar Year covered by the disputed budget shall only be included in the calculation of the Annual U.S. Profit/Loss up to the amount of the Arbitrator-Determined Marketing Budget (as defined in Exhibit E), and such additional amounts shall be borne solely by Astellas. ***Confidential Treatment Requested CONFIDENTIAL 4. FEES, MILESTONES, ROYALTIES AND PROFIT SHARE
Decision Making. (a) The Joint Steering Committee may make decisions with respect to any subject matter that is subject to the Joint Steering Committee’s responsibility and functions as set forth in Section 3.3.2. Except as specified in Section 3.4.2(b), all decisions of the Joint Steering Committee shall be made by consensus, with the representatives from each Party having one collective vote. The Joint Steering Committee shall use Diligent Efforts to resolve the matters within its roles and functions or otherwise referred to it.
Decision Making. The JSC shall act by consensus. The representatives from each Party will have, collectively, one (1) vote on behalf of that Party. If the JSC cannot reach consensus on an issue that comes before the JSC and over which the JSC has oversight, then such matter shall be resolved in accordance with Section 2.3.
Decision Making. Decisions shall be made by majority vote of the committee members present. A quorum shall consist of three (3) people.
Decision Making. (a) Decisions shall be made by a majority vote of the committee members present.
Decision Making. The JDC shall act by consensus. The representatives from each Party will have, collectively, one (1) vote on behalf of that Party. If the JDC cannot reach consensus on an issue that comes before the JDC and over which the JDC has oversight, then such matter shall be resolved in accordance with Section 2.7.
Decision Making. For those matters set forth in Section 4.1.3 (Duties of the JSC) that the JSC is only to review and discuss (and not approve), the JSC will review and discuss such matters at the next JSC (or appropriate Working Group meeting, if applicable), [***] the JSC (or appropriate Working Group, if applicable) will serve as a forum for communication, input, and discussion, but will not prevent a Party from taking action if such Party has final decision making authority and operational control with respect to such matters and such matter was brought before the JSC in accordance with Section 4.2.1 (Resolution of JSC Matters), but such matter will not be escalated pursuant to Section 4.2.2(b) (Escalation). For clarity, Kiniksa shall have decision making authority and operational control with respect to all matters pertaining to the Development or Commercialization of the Product in the Kiniksa Field in the Territory, including the implementation of the Development Plan or Commercial Plan without escalation pursuant to Section 4.2.2(b) (Escalation), subject to certain matters over which the JSC has an approval right, which matters shall be governed by Section 4.2.2(b) (Escalation) in the event that the JSC is unable to agree thereon. For those matters set forth in Section 4.1.3 (Duties of the JSC) that the JSC is to determine whether to approve, the JSC shall operate by consensus and for such matters, the representatives of each Party shall have collectively one (1) vote on behalf of such Party; provided that no such vote taken at a meeting shall be valid unless a representative of each Party is present and participates in the vote. Notwithstanding the foregoing, each Party, in its sole discretion, by written notice to the other Party (which notice may be provided via email), may choose not to have representatives on the JSC, and in such case, the JSC to representatives of the other Party will make decisions on behalf of the JSC. The JSC must exercise its decision-making authority in good faith and in a commercially reasonable manner for the purpose of optimizing the Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. commercial potential of, and financial returns from, the Product in the Kiniksa Field in the Territory consistent with Commercially Reasonable Eff...
Decision Making. A quorum consisting of not less than four (4) members shall be required to make decisions. Decisions shall be made by a majority vote of the committee members present and voting.
Decision Making. All Operating Committee decisions shall be taken unanimously. If the Operating Committee fails to make a decision, resolve a dispute, agree upon any necessary action, or if a Party so requests, in the event of a material breach of this Agreement, a senior officer of LGL and a senior officer of Mtron, neither of whom shall have any direct oversight or responsibility for the subject matter in dispute, shall attempt within a period of fourteen (14) days to conclusively resolve any such unresolved issue.
Decision Making. 9.1 In terms of the need for decisions and other actions to be taken and carried out during the term of this Agreement, the Councils have identified the following three categories together with the means by which they will be taken:-
