Decision-Making Authority Sample Clauses
The Decision-Making Authority clause defines which party or individual has the power to make binding choices on behalf of the parties involved in an agreement. Typically, this clause outlines the scope of decisions covered, such as operational, financial, or strategic matters, and may specify whether decisions require unanimous consent, a majority vote, or can be made unilaterally. By clearly assigning responsibility for key decisions, this clause helps prevent disputes and ensures efficient governance throughout the relationship.
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Decision-Making Authority. BMS shall have the sole decision-making authority for the operations and Commercialization strategies and decisions, including funding and resourcing, related to the Commercialization of Products; provided that such decisions are not inconsistent with the express terms and conditions of this Agreement, including BMS’ diligence obligations set forth in Section 5.1.
Decision-Making Authority. It is the mutual responsibility of the Board of Education and the Association that their representatives shall be empowered with necessary authority to make and consider proposals, counterproposals and tentative agreements.
Decision-Making Authority. (a) All decisions of the JSC made pursuant to this Agreement shall be made by unanimous approval of the members of the JSC. In the event the JSC cannot resolve any matter properly referred to it, either Party may refer the matter to the Senior Executives for resolution. If after discussing the matter in good faith and attempting to find a mutually satisfactory resolution to the issue, the Senior Executives fail to come to an agreement on the matter within fifteen (15) Business Days of the date on which the matter is referred to the Senior Executives, the final decision-making authority shall be granted either to Pfizer or Monogram in accordance with Section 4.2(b) or 4.2(c), as applicable, and resolutions and final decisions reached through such provisions shall be binding on the Parties, subject in all cases to Section 4.2(d). [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
(b) Monogram will have final decision-making authority with respect to matters related to supply, distribution, logistics, reimbursement, regulatory matters, sales and marketing to the extent related to the Commercial Assays in the US Territory. For clarification, Pfizer will have sole responsibility for the development, registration, labeling or commercialization of the Pfizer Product. Pfizer shall have no responsibility to supply, promote, distribute, seek reimbursement for, or for regulatory matters related to, the Assay in the US Territory.
(c) Pfizer will have final decision-making authority with respect to matters related to distribution, logistics, reimbursement, regulatory matters, sales and marketing related to Commercial Assays in each Ex-US Country.
(d) Decisions of the JSC or the Senior Executives must be made in good faith and consistent with the provisions of this Agreement. For the avoidance of doubt, nothing in this Article 4 shall deprive a Party of its rights as otherwise provided under this Agreement. In addition, no decision made by a Party’s Senior Executive under this Section 4.2 shall require the Party that does not have final decision-making authority to incur expenses in addition to those contemplated under this Agreement without reimbursement from the Party having such final decision-making authority, or to engage in activities that are not commercially reasonable or ...
Decision-Making Authority. With respect to the responsibilities of the Joint Development Committee, each Party shall have one (1) collective vote in all decisions, and the Parties shall attempt to make decisions by reaching agreement. If the JDC cannot reach agreement within *** of a disputed matter being brought to a vote, either Party may refer the dispute to the Parties’ executives for resolution in accordance with Section 15.1 and the other provisions of Article 15. The JDC has no authority to amend, or to waive compliance with, any provisions of this Agreement.
Decision-Making Authority. The JRC shall decide matters within its responsibilities set forth in Section 6.3.
Decision-Making Authority. The Joint Research Committee will attempt to make decisions by consensus. If the JRC cannot reach consensus, then Genentech shall have final decision making authority; except for the following, which require agreement of the Parties: [*****].
Decision-Making Authority. If the Executive Officers are unable to resolve any matter referred to them by the chairperson of the JSC within [***] Business Days after the matter is referred to them, then, subject to Section 2.2(g):
(i) if the [***] the right to decide any such unresolved matter that relates solely to the US Territory, (B) Celgene shall have the right to decide any such unresolved matter that relates solely to the ROW Territory, and (C) if Vividion is the Lead US Party and such unresolved matter relates to both the US Territory and the ROW Territory, Vividion shall have the right to decide such unresolved matter with respect to the US Territory and Celgene shall have the right to decide such unresolved matter with respect to the ROW Territory; provided, however, that, in each case ((A), (B) and (C)), the resolving Party shall give due, good faith consideration to any comments or preferences expressed by the other Party with respect to any such matter;
(ii) if the unresolved matter relates to Commercialization of the Shared Products: (A) the Lead US Party shall have the right to decide the unresolved matter for the US Territory and (B) Celgene shall have the right to decide the unresolved matter for the ROW Territory; provided, however, that the resolving Party shall give due consideration to any comments or preferences expressed by the other Party with respect to such matter; and
(iii) if the unresolved matter relates to Manufacture of the Shared Products, Celgene shall have the right to decide the unresolved matter for the Territory; provided, however, that Celgene shall give due, good faith consideration to any comments or preferences expressed by Vividion with respect to any such matter;
Decision-Making Authority. If the Executive Officers are unable to resolve any disagreement so referred within a period of [***] after such matter is referred to them (or such longer period as the Executive Officers may agree upon), then:
Decision-Making Authority. (i) The representatives from each Party will have, collectively, one (1) vote on behalf of their respective Party. The JSC will consider proposals, arguments and concerns presented by each Party in an open and transparent manner and will endeavor to make decisions by unanimous agreement. If the JSC cannot reach unanimous agreement on an issue that comes before the JSC within [***] of the meeting where such issue was raised and over which the JSC has oversight, the Parties will refer such issue for resolution in accordance with Section 6.2.3(ii).
(ii) The JSC will refer any matter as to which the JSC cannot reach a consensus decision to the Executive Officers for resolution, which will include a written summary of the respective positions of the Parties. Such Executive Officers will use good faith efforts, in compliance with this Section 6.2.3(ii), to resolve promptly such matter, which good faith efforts will include at least one meeting between such Executive Officers within [***] after the JSC’s submission of such matter to them. If the Executive Officers are unable to reach unanimous agreement on any such matter within [***] of the matter being presented to them, then:
Decision-Making Authority. Respective Councils for each party shall be the ultimate decision-making authority.