Development Plan Dispute. If, with respect to a matter that is within the JDC’s duties and involves (i) approval of an initial Development Plan or any material change to any Development Plan, (ii) any other strategic issues regarding development or Regulatory Approval of a Product in the Territory, (iii) approval of any steps to address a Cost Overrun or (iv) a dispute as to whether any Cost Overrun (x) is attributable to a Party or (y) represents a Permissible Cost Overrun, the JDC cannot reach consensus within 15 days after it has met and attempted to reach such consensus, then either Party may, by written notice to the other Party (an “Escalation Notice”), have such matter referred for resolution to, on behalf of Arena, the Chairman of the Managing Directors of Arena and to, on behalf of Eisai, the President of Eisai (collectively, the “Senior Executives”). The Senior Executives shall use good faith efforts to resolve any matter referred to them as soon as practicable. If the Senior Executives are unable to resolve any matter set forth in an Escalation Notice within 30 days after the applicable Party receives such Escalation Notice, then no action will be taken with respect to such matter; provided that (A) subject to clause (B), Arena shall have final decision-making authority with respect to any Development Plan for any Pre-Approval Required Development or any Post-Approval Required Development (subject to Section 3.2(a) and the cost allocation parameters set forth in Section 3.2(a)(Y) or (Z)), except that if Eisai does not approve the use of Arena FTEs with respect to such Pre-Approval Required Development or Post-Approval Required Development, as applicable, (such approval not to be unreasonably conditioned, withheld or delayed) Arena shall have the right to use such FTEs at its own expense in conducting such development work, with the costs of such FTEs not included in Development Expenses for such Pre-Approval Required Development or Post-Approval Required Development, as applicable,
Development Plan Dispute. If, with respect to a matter that is within the Development Committee’s duties and involves approval of […***…], the Development Committee cannot reach consensus within 15 days after it has met and attempted to reach such consensus, then either Party may, by written notice to the other Party (an “Escalation Notice”), have such matter referred for resolution to, on behalf of ACADIA, the Chief Executive Officer of ACADIA and to, on behalf of BLS, the President of BLS (collectively, the “Senior Executives”). The Senior Executives shall use good faith efforts to resolve the matter referred to them with 15 days of such referral. If, despite such good faith efforts, the Senior Executives are unable to resolve such matter within 30 days of the date of any Escalation Notice, then upon the written request of either Party, […***…].
