Decisions of the JSC. Each Party’s representatives to the JSC shall, collectively, have one (1) vote in all decisions within the JSC’s authority. The JSC shall attempt to make decisions by reaching agreement. In the event of a disagreement regarding any matter within the JSC’s authority under Section 2.1.4, either Party may refer such matter to the CEOs of the Parties (or the designees of the respective CEOs), who shall discuss such matter in good faith. If the CEOs or their designees, if applicable, are unable to resolve the matter within thirty (30) days after the date of such referral, then either Party may elect to resolve such matter as a Dispute pursuant to Article 13: .
Decisions of the JSC. The JSC will use good faith efforts, in compliance with this Section 2.5.2, to promptly resolve any such matter for which it has authority. If, after the use of good faith efforts, the JSC is unable to resolve any such matter that is within the scope of the JSC’s authority or any other disagreement between the Parties that may be referred to the JSC, in each case, within a period of [***], then a Party may refer such matter for resolution in accordance with Section 2.6.1.
Decisions of the JSC. The JSC will use good faith efforts, in compliance with this Section 7.4.2 (Decisions of the JSC), to promptly resolve any such matter for which it has authority. If, after the use of good faith efforts, the JSC is unable to resolve any matter that is within the scope of the JSC’s authority or any other disagreement between the Parties that may be referred to the JSC, in each case, within a period of [*] after the applicable meeting of the JSC at which the JSC is unable to reach a resolution, then a Party may refer such matter to the Party’s respective Executive Officer for resolution in accordance with Section 7.5.1 (Referral to Executive Officers).
Decisions of the JSC. With respect to the mandated responsibilities of the JSC, the JSC shall operate by consensus with each Party having a single vote. If, with respect to a matter that is subject to the JSC's decision-making authority, the JSC cannot reach consensus within fifteen (15) days after it has met and attempted to reach such consensus, the matter shall then be immediately referred to the Chief Executive Officer of Magainin, or such other person holding a similar position designated by Magainin from time to time, and a Senior Officer of Genentech, or such other person holding a similar position designated by Genentech, from time to time, for resolution. The executive/senior officers shall use reasonable efforts to resolve the matter referred to them. If the executive/senior officers cannot reach a mutually acceptable decision within fifteen (15) days after the matter was referred to them, then the Chief Executive Officer of Genentech shall have the final authority to make decisions in good faith that are binding on both Parties.
Decisions of the JSC. Decisions of the JSC shall be made by unanimous agreement of the members present in person or by other means (e.g., teleconference) at any meeting; provided that at least one (1) representative of each Party is present at such meeting. It is understood that the decisions of the JSC, whether under this Section 3.3.4 or under any other section of this Agreement, shall not vary the terms of this Agreement. In the event that the JSC is unable to reach unanimous agreement on an issue as set forth in this Section 3.3.4 (except with respect to approving the selection of a Selected Compound under Section 5.2.2 below or a Research Plan and Budget with fewer than […***…] per year during the Research Term), Taiho shall have the right to cast a deciding vote, which shall be deemed the decision of the JSC.
Decisions of the JSC. The JSC will use good faith efforts, in compliance with this Section 3.6.3 (Decisions of the JSC), to promptly resolve any such matter for which it has authority. If, after the use of good faith efforts, the JSC is unable to resolve any such matter referred to it by the JDC or JMC or any matter that is within the scope of the JSC’s authority or any other disagreement between the Parties that may be referred to the JSC, in each case, within a period of [***] days, then a Party may refer such matter for resolution in accordance with 3.7.1 (Referral to Executive Officers) to the Chief Executive Officer of Kiniksa (or an executive officer of Kiniksa designated by the Chief Executive Officer of Kiniksa who has the power and authority to resolve such matter) and the Chief Executive Officer of Partner (or an executive officer of Partner designated by the Chief Executive Officer of Partner who has the power and authority to resolve such matter) (collectively, the “Executive Officers”).
Decisions of the JSC. The JSC [****] to promptly resolve any such matter for which it has authority. If [****] the JSC is unable to resolve any such matter referred to it by the JPT or any Working Group or any matter that is within the scope of the JSC’s authority or any other disagreement between the Parties that may be referred to the JSC, in each case, within a period of [****], then a Party may refer such matter for resolution in accordance with 3.7.1 (Referral to Executive Officers) to the Chief Executive Officer of Blueprint (or an executive officer of Blueprint designated by the Chief Executive Officer of Blueprint who has the power and authority to resolve such matter) and the Chief Executive Officer of Zai (or an executive officer of Zai designated by the Chief Executive Officer of Xxx who has the power and authority to resolve such matter) (collectively, the “Executive Officers”).
Decisions of the JSC. The JSC may make decisions with respect to any subject matter that is subject to the JSC’s decision-making authority and functions as set forth in Section 6.1.2. All decisions of the JSC shall be made by unanimous vote or written consent, with each Party each having, collectively, among its respective members, one vote in all decisions. Each Party shall have obtained all necessary board of directors and other internal approvals before attending meetings of the JSC regarding all subjects identified in an agenda for a meeting and before casting its vote on any issue. As to subjects not so identified in advance agendas, the JSC shall, if necessary, defer decision making for a period of no more than ten (10) Business Days to permit such authorizations to be obtained. The JSC shall use reasonable efforts to resolve the matters within its roles and functions or otherwise referred to it. If the JSC cannot reach consensus on a matter within ten Business Days after such matter has been brought to the JSC’s attention, then such matter shall be handled in the manner set forth below:
Decisions of the JSC. The JSC will use good faith efforts, in compliance with this Section 3.7.3 (Decisions of the JSC), to promptly resolve any such matter for which it has authority. If, after the use of good faith efforts, the JSC is unable to resolve any such matter referred to it by the JDC, the JMC, or the JCC or any matter that is within the scope of the JSC’s authority or any other disagreement between the Parties that may be referred to the JSC, in each case, within [***], then a Party may refer such matter for resolution in accordance with 3.8.1 (Referral to Executive Officers) to the Chief Executive Officer of ImmunoGen (or an executive officer of ImmunoGen designated by the Chief Executive Officer of ImmunoGen who has the power and authority to resolve such matter) and the Chief Executive Officer of Partner (or an executive officer of Partner designated by the Chief Executive Officer of Partner who has the power and authority to resolve such matter) (collectively, the “Executive Officers”).
Decisions of the JSC. The JSC will use good faith efforts, in compliance with this Section 7.4.2 (Decisions of the JSC), to promptly resolve any such matter for which it has authority. If, after the use of good faith efforts, the JSC is unable to resolve any matter that is within the scope of the JSC’s authority or any other disagreement between the Parties that may be referred to the JSC, in each case, within a period of [***] after the applicable meeting of the JSC at which the JSC is unable to reach a resolution, then a Party may refer such matter for resolution in accordance with Section 7.5.1 (Referral to Executive Officers) to the Chief Executive Officer of BioCryst (or an executive officer of BioCryst designated by the Chief Executive Officer of BioCryst who has the power and authority to resolve such matter) and the Chief Executive Officer of Torii (or an executive officer of Torii designated by the Chief Executive Officer of Torii who has the power and authority to resolve such matter) (collectively, the “Executive Officers”). Certain information has been omitted from this exhibit in places marked “[***]” because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.
