Escalation to JSC Clause Samples

Escalation to JSC. Except as otherwise provided herein, all decisions of each Committee and each Working Group shall be made by consensus, with all of a Party’s voting members collectively having one (1) vote. If a Committee or Working Group other than the JSC is incapable of reaching unanimous agreement on a matter before it within [**] after first attempting to decide such matter, the matter shall be referred to the JSC for resolution. Unless the

Escalation to JSC. Except as otherwise provided herein, all decisions of each Committee shall be made by consensus, with all of a Party’s voting members collectively having one (1) vote. Decisions of each Committee shall be made by unanimous vote. If a Committee other than the JSC is incapable of reaching unanimous agreement on a matter before it within [**], the matter shall be referred to the JSC for resolution. If the JSC is incapable of reaching unanimous agreement on a matter before it within [**], the matter shall be resolved in accordance with Section 5.4(b) (and, if applicable, Section 5.4(c)).

Escalation to JSC. Except as otherwise provided herein, all decisions of each Committee and each Working Group shall be made by consensus, with all of a Party’s voting members collectively having one (1) vote. If a Committee or Working Group other than the JSC is incapable of reaching unanimous agreement on a matter before it within [**] after first attempting to decide such matter, the matter shall be referred to the JSC for resolution. If the JSC is incapable of reaching unanimous agreement on a matter before it within [**] after first attempting to decide such matter and after having at least [**], unless agreed otherwise in writing by the Parties, such agreement not to be unreasonably withheld, conditioned or delayed, the matter shall be resolved in accordance with Section 3.6.2.

Escalation to JSC. If a Subcommittee fails to reach consensus on a matter before it for decision within [***] from the date that the matter is first presented to such Subcommittee in writing (such matter, a “Subcommittee Dispute”), then the matter shall be referred in writing to the JSC. If a Subcommittee Dispute is escalated to the JSC by any Subcommittee, then each Party will provide an analysis to support its position with respect to the Subcommittee Dispute at the next meeting of the JSC (or a sooner ad hoc meeting of the JSC for any matter that is urgent, would be prejudiced by delay to the next scheduled JSC meeting, or that the Parties otherwise agree for which an ad hoc meeting should be held).

Escalation to JSC. In conducting its activities, each Committee and Working Group shall operate and make decisions consistent with the terms of this Agreement. With respect to decisions of each Committee or Working Group, each Party shall have one vote which shall be cast by such Party’s chairperson (or designee described in Section 2.6) on such Committee or Working Group regardless of the number of representatives from each Party. Should any Working Group not be able to reach agreement on any matter that is within its purview under this Agreement and a Party, or its representatives on such Working Group, requests a resolution, the matter shall be referred to the Committee to which such Working Group reports. Should the JDC, JCC or JMAC not be able to reach agreement on any matter that is within its purview under this Agreement at a meeting of such Committee at which such matter is considered and a Party, or its representatives on such Committee, requests a resolution, the matter shall be referred to the JSC.

Escalation to JSC. In the event that the Manufacturing Committee or the Commercial Committee is unable to reach consensus on any matter relating to the Product, Gilead shall have the right to escalate the dispute for attempted resolution by good faith negotiations among the members of the Joint Supervisory Committee. Any such escalation of a dispute must be made in writing within [ * ] after either party has notified the other in writing that it believes that an impasse has been reached on such matter by the Manufacturing Committee or the Commercial Committee, and if Gilead does not escalate such dispute, Roche’s position shall prevail.

Escalation to JSC. Any disagreement between the representatives of ▇▇▇▇ and Chugai with respect to matters within the scope of authority of the Alliance Managers or the JDC that cannot be resolved after good faith efforts within [*] after such disagreement is first raised in writing, either via email or Committee meetings, by a Party representative shall, at the election of either Party, be submitted to the JSC for resolution. If the JSC is unable to resolve any such disagreement referred to it by the Alliance Managers or the JDC, or any disagreement with respect to the matters within the scope of the JSC’s authority or any other dispute between the Parties that may be referred to the JSC, in each case, using good faith efforts within a period of [*] from such referral or the start of such disagreement, as applicable, then either Party may immediately refer such matter for resolution to the [*] or their respective designees from senior management with decision-making authority over such matter (such executives or such designees, each, an “Executive Officer”).

Escalation to JSC. If the JMC cannot unanimously agree on a matter to be decided by it within [***], then the matter will be referred to the JSC for resolution in accordance with Section 3.3.1(c)(ii) (Final Decision-Making Authority).