Common use of Deadlocks Clause in Contracts

Deadlocks. If the JDC Representatives, following an intense consultation period of [***], cannot reach agreement on an issue that was raised by a party and was flagged as a material issue to be decided upon, (a “Deadlock”), the representatives of each party shall refer such issue to the chief executive officers of each party, or its direct report officer that is at least a senior vice president (the “Executives”), who promptly shall meet and resolve the issue by mutual agreement in such manner as they deem appropriate. For the purpose of the Executives meeting, JDC shall appoint an independent expert (having proven expertise on development and regulatory activities of pharmaceuticals worldwide (including in Japan) (“Expert”) and such Expert shall present the issues to be resolved and shall give its expert opinion on how to resolve the issue taking into account the basic principal set out in Section 6.1 above to the Executives. The Executive shall sincerely take such Expert’s opinion into consideration to resolve the issue. In the case the Executives fail to reach a mutual agreement, either party shall have the right to seek an arbitration resolution pursuant to Section 13.2.