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. 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. 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. The JPC will make its decisions by consensus, with each Party’s representatives collectively having one vote. If the JPC is unable to reach consensus regarding a matter before it, the issue will be presented by the JPC to the Parties’ Applicable Senior Officers for resolution. Once an issue has been presented to the Applicable Senior Officers, they will have fifteen (15) days to make a final determination regarding the issue in dispute. In the event that the Applicable Senior Officers are unable to reach a final determination within such fifteen (15) day period, then:
(a) Council will have authority to make the final decision with respect to all issues relating to all clinical, regulatory, and development matters prior to the NDA Response Date and any matters thereafter for which the Council has sole financial responsibility under this Agreement; and
(b) LICENSEE will have authority to make the final decision with respect to all issues not set forth in the foregoing (a) or Section 4.2.2(c), subject to LICENSEE fulfilling its obligations under this Agreement, including with respect to using Commercially Reasonable Efforts as required hereunder. For the avoidance of any doubt, LICENSEE will have exclusive right to establish pricing of the Licensed Product in the Territory. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Decision-Making Authority. The JRC shall decide matters within its responsibilities set forth in Section 6.3.
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. The JSC shall decide matters within its responsibilities as set forth in Section 7.4.
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. Respective Councils for each party shall be the ultimate decision-making authority.
Decision-Making Authority. The members of the Management Committee will each be entitled to cast one vote on any matter to be acted upon at a meeting held in accordance with Section 5.3. Except as otherwise provided in this Agreement, any decision or action required or permitted to be made or taken by the Management Committee will only be made or taken upon unanimous agreement of the members of the Management Committee in attendance at a duly convened meeting.