Common use of Decision-Making Rules Clause in Contracts

Decision-Making Rules. Notwithstanding anything to the contrary set forth in Section 12.2.1: (i) in no event may the deciding Party require the other Party to perform activities which such other Party has not agreed to perform as set forth in this Agreement or as otherwise agreed by such other Party; Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. (ii) in no event may the deciding Party unilaterally amend the terms of this Agreement or override the non-deciding Party’s rights in this Agreement; (iii) in no event may the deciding Party unilaterally determine that it has fulfilled any obligations hereunder or that the non-deciding Party has breached any obligations hereunder; (iv) in no event may the deciding Party unilaterally determine that the events required for the payment of milestone payments have or have not occurred; (v) in no event may the deciding Party unilaterally make a decision that is expressly stated to require the mutual agreement of the Parties; (vi) the deciding Party will not exercise its final decision-making authority in a manner that would require the other Party to perform any act that it reasonably believes to be inconsistent with law; and (vii) the decision-making Party will make its decisions in good faith, subject to the terms and conditions of this Agreement.