Decision Making. The Joint Marketing Committee may make --------------- decisions with respect to any subject matter that is subject to the Joint Marketing Committee's decision-making authority and functions as set forth in Section 3.3.2. All decisions of the Joint Marketing Committee shall be made by unanimous vote or written consent, with GSK and Adolor each having collectively, among its respective members, one vote in all decisions. If the Joint Marketing Committee cannot reach consensus within ** (**) Business Days after it has first met and attempted to reach such consensus, the matter shall be referred on the ** (**) Business Day to the Joint Steering Committee for resolution.
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. Except for decisions as to whether a proposed Collaboration Compound should be designated as an IND Candidate, which shall be subject solely to the decision of GBT, and except as provided in clauses (a) and (b) below, all decisions of the JSC shall be made by unanimous vote, with each Party’s representatives collectively having one (1) vote. The Parties will strive to reach consensus on all such decisions of the JSC, acting in good faith and using diligent efforts. If after reasonable discussion and good faith consideration of each Party’s view on a particular matter before the JSC that is within its authority, the representatives of the Parties cannot reach unanimous agreement as to such matter within [***] after such matter was brought to the JSC for resolution, such disagreement shall be referred to the Executive Officers (or their designees) of each Party for resolution. If the Executive Officers (or their designees) cannot resolve such matter within [***] after such matter has been referred to them, then:
Decision Making. (a) All decisions of each Committee shall be made by unanimous vote, with each Party’s representatives collectively having one (1) vote. If after reasonable discussion and good faith consideration of each Party’s view on a particular matter before a Committee, the representatives of the Parties cannot reach an agreement as to such matter within [ * ] after such matter was brought to such Committee for resolution, then, except as provided in Section 3.6(c), if such disagreement arose within the JDC or JCC, it shall be referred to the JSC for resolution. If the JSC cannot resolve such matter within [ * ], or if the disagreement first arose within the JSC, then either Party at any time may refer such issue to the Executive Officers for resolution.
Decision Making. Subject to the following provisions of this Section 6.2.3, the JGC shall take action by consensus of the representatives present at a meeting at which a quorum exists, with each Party having a single vote irrespective of the number of representatives of such Party in attendance, or by a written resolution signed by at least one (1) representative of each Party. Except for matters outside the jurisdiction and authority of the JGC, as applicable (including as set forth in Section 6.2.4), if the JGC cannot, or does not, reach consensus on an issue within [***] after such issue is first presented to the JGC for consideration, then either Party shall have the right to refer such issue to the Senior Officers for attempted resolution by good faith negotiations during a period of [***]. Any final decision mutually agreed to by the Senior Officers in writing shall be conclusive and binding on the Parties. If such issue has not been resolved by the Senior Officers during such [***]-period, then [***] shall have final decision-making authority; provided, that (a) all such decisions must be consistent with the terms of this Agreement and Applicable Law and (b) any material changes that involve the decrease of the amount of funding, staffing or resources dedicated to the Research Plan or a Research Target must be agreed to in writing by [***], and (c) without limiting clause (a) or (b) above, any material change to the scope or direction of the Research Plan (including a change to the Research Targets, selectivity/potency criteria, minimal efficacy requirements in defined biological models, translational biology requirements or Advancement Criteria for Research Products in IND-Enabling Activities) requires the mutual written agreement of the Parties, such mutual agreement under this clause (c) not to be unreasonably withheld, conditioned or delayed.
Decision Making. The JFC shall act by consensus. The representatives from each Party will have, collectively, one (1) vote on behalf of that Party. If the JFC cannot reach consensus on an issue that comes before the JFC and over which the JFC has oversight, then such matter shall be resolved in accordance with Section 2.7.
Decision Making. Decisions of the Joint Steering Committee shall be made by unanimous vote of the members present in person or by other means (e.g., teleconference) at any meeting, with at least one representative from each Party participating in such vote. In the event that the JSC is unable to reach unanimity with respect to a particular matter, then either Party may, by written notice to the other, have such matter referred to the President or Chief Executive Officer (“CEO”) of each of the Parties, who shall discuss and attempt to resolve such matters to the Parties’ mutual satisfaction within thirty (30) days thereafter. If the Parties are unable to resolve such dispute in accordance with this Section 2.3.2, Article 14 of this Agreement shall apply.
Decision Making. If established, the JDC may make decisions with respect to any subject matter that is subject to the JDC’s responsibility and functions as set forth in Section 3.5.2. Except as set forth below, all decisions of the JDC shall be made by consensus, with the representatives from each Party having one collective vote. If the JDC cannot reach consensus within ten (10) business days after it has first met and attempted to reach such consensus, the matter shall be referred to the Joint Steering Committee for resolution.
Decision Making. The JCC shall act by consensus. The representatives from each Party will have, collectively, one (1) vote on behalf of that Party. If the JCC cannot reach consensus on an issue that comes before the JCC and over which the JCC has oversight, then the Parties shall refer such matter to the JSC for resolution in accordance with Sections 2.2(e) and 2.6.
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.