Final Decision-Making Authority. If the Executive Officers are unable to reach agreement on any such matter referred to them within [***] after such matter is so referred (or such longer period as the Executive Officers may agree upon), then:
Final Decision-Making Authority. If the Parties are unable to resolve a given dispute within the purview of the JSC within fifteen (15) Business Days after referring such dispute to the Executive Officers pursuant to Section 3.06 (Executive Officers; Disputes), then, subject to Section 3.08 (Limitations on Decision-Making):
Final Decision-Making Authority. If the Senior Officers are not able to agree on the resolution of any such issue within thirty (30) days after such issue was first referred to them, then subject to the remainder of this Section 2.7.2:
Final Decision-Making Authority. If the Executive Officers fail to come to consensus on any matter properly referred to the Executive Officers within the period for resolution set forth in Section 14.2 (an “Unresolved Matter”) then the following provisions shall apply:
Final Decision-Making Authority. If the Executive Officers are unable to resolve the matter within [**] days after the matter is referred to them in accordance with this Section 4.4.2, then:
Final Decision-Making Authority. If the Parties are unable to resolve a given dispute within the purview of a Committee within [**] Business Days after referring such dispute to the Executive Officers pursuant to Section 3.08 (Executive Officers; Disputes), then, subject to Section 3.10 (Limitations on Decision-Making):
Final Decision-Making Authority. If the Executive Officers are unable to reach unanimous agreement on any such matter within [**] of the meeting between the Executive Officers, then no action will be taken as to the escalated matter until a joint decision can be made by the Parties, except that the following will apply:
Final Decision-Making Authority. If the Senior Officers are not able to agree on the resolution of any such issue within thirty (30) days after such issue was first referred to them, then subject to the remainder of this Section 2.7.2, (a) [***] shall have the final say on [***] (including [***]), (b) [***] and the [***] and (c) [***] shall have final decision making authority with respect to [***] (including, for clarity, [***] Notwithstanding the foregoing subsections (a), (b) and (c): (u) [***] final decision making authority with respect to [***] shall not be deemed to, and cannot be used to, limit or eliminate, [***] rights under [***] below or that would result in [***] breach of its covenants under [***] and [***] final decision making authority with respect to [***] shall not be deemed to, and cannot be used to limit or eliminate [***] rights under [***] below or that would result in [***] breach of its covenants under [***], (v) with respect to [***] shall consider in good faith any comments or concerns from [***] regarding the [***] as a result of [***] (w) [***] shall not have the right to make changes to [***] that will or are likely to have a material adverse effect on the applicable [***]; provided that if or to the extent that [***] the terms of [***] shall govern the Parties’ rights and obligations in respect of any such [***], (x) with respect to any [***] for which [***], [***] shall have the right to make any decision that [***]; provided that if or to the extent that any such changes will result in [***] , the terms of [***] shall govern the Parties’ rights and obligations in respect of any such [***], (y) neither Party shall use its final decision-making authority to (i) require the other Party to violate any Applicable Law, clinical or non-clinical research ethical requirement (including the conduct of any animal study that would not [***] or any requirement necessary to comply with an informed consent form), or any agreement it may have with any Third Party, (ii) amend the terms and conditions of this Agreement, (iii) other than as specifically set out in [***], require the other Party to [***] unless the Parties have agreed as to [***], and (z) [***] shall not have the right to (i) require [***] in excess of [***] required for the [***] as set out in [***] or (ii) require [***] that is reasonably expected to result in [***] (i.e., for which neither Party has exercised its decision making authority under this Section 2.7.2).
Final Decision-Making Authority. The Party with final decision-making authority shall make its decision in good faith, subject to the terms and conditions of this Agreement as follows:
Final Decision-Making Authority. Each Party shall have final decision-making authority with respect to the issues described in this Section 2.6(b)); provided that such Party shall consider in good faith the input and recommendations provided by the other Party through the applicable Committee prior to making such decision. Decisions made by a Party pursuant to this Section 2.6(b) are not subject to dispute resolution in accordance with Section 13.2(b), but shall be made only after a failure of the CGB to reach resolution on such issue, and failure of the Executive Officers to resolve such issue pursuant to Section 13.2(a). For the avoidance of doubt, the right of a Party to make final decisions with respect to any issue shall not otherwise diminish or eliminate such Party’s obligations under this Agreement, including its obligation to exercise Commercially Reasonable Efforts where required herein.
