Common use of Decisions of the JSC Clause in Contracts

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.