Common use of General Decision-Making Process Clause in Contracts

General Decision-Making Process. Each Party’s representatives on the JSC and each Subcommittee will, collectively, have one vote (the “Party Vote”) on all matters brought before such committee for a decision by consensus. The JSC and each Subcommittee will make decisions as to matters within its jurisdiction by unanimous Party Vote, which may be reflected in the minutes of the committee meeting or by an action by written consent signed by the co-chairperson appointed by each Party or his or her designee identified in writing (for the purpose of this Section 3.7.1 (General Decision-Making Process), consent via email will be allowed). Except as otherwise expressly set forth in this Agreement, the phrase “determine,” “designate,” “align,” “approve,” or “determine whether to approve” by the JSC or any Subcommittee and similar phrases used in this Agreement will mean approval in accordance with this Section 3.7 (Decision‑Making), including the escalation and tie‑breaking provisions herein. For the avoidance of doubt, matters that are specified in Section 3.1.5 (Specific Responsibilities of the JSC), Section 3.2.3 (Specific Responsibilities of the JDC), Section 3.3.3 (Specific Responsibilities of the JMC) or Section 3.4.3 (Specific Responsibilities of the JCC) to be reviewed and discussed (as opposed to reviewed, discussed, and approved) do not require any agreement or decision by either Party and are not subject to the voting and decision-making procedures set forth in this Section 3.7 (Decision‑Making) or Section 3.8 (Resolution of Committee Disputes).

Appears in 1 contract

Sources: Collaboration and License Agreement (Fulcrum Therapeutics, Inc.)

General Decision-Making Process. Each Party’s representatives on the JSC JSC, each JCC, and each Subcommittee will, collectively, have one vote (the each, a “Party Vote”) on all matters brought before such committee for a decision by consensus[***]. The JSC JSC, each JCC, and each Subcommittee will make decisions as to matters within its jurisdiction by unanimous [***] Party Vote, which may be reflected in the minutes of the committee meeting or by an action by written consent signed by the co-chairperson appointed by each Party or his or her designee identified in writing writing. If the JSC cannot agree on a matter for which the JSC has decision-making authority within fifteen (15) days after the matter was first considered by the JSC, then [***], and (iv) for all other matters, Clause 3.7.2 shall apply. Notwithstanding any provision to the purpose contrary set forth in this MRCA, none of the JSC, any JCC, nor any Subcommittee will have the authority to amend, modify, or waive compliance with this Section 3.7.1 (General Decision-Making Process)MRCA, consent via email will which may only be allowed)implemented pursuant to a written amendment to this MRCA signed by all of the Parties. Except as otherwise expressly set forth in this AgreementMRCA, the phrase “determine,” “designate,” “align,” “approve,” or “determine whether to approve” by the JSC JSC, a JCC, or any Subcommittee and similar phrases used in this Agreement MRCA will mean approval in accordance with this Section 3.7 (Decision‑Making)Clause 3.7, including the escalation and tie‑breaking tie-breaking provisions herein. For the avoidance of doubt, matters that are specified in Section 3.1.5 (Specific Responsibilities of the JSC)Clause 3.1.3, Section Clause 3.2.3 (Specific Responsibilities of the JDC)and Clause 3.3.2, Section 3.3.3 (Specific Responsibilities of the JMC) or Section 3.4.3 (Specific Responsibilities of the JCC) to be reviewed and discussed (as opposed to reviewed, discussed, and approved) do not require any agreement or decision by either Party the Parties and are not subject to the voting and decision-making procedures set forth in this Section 3.7 (Decision‑Making) or Section 3.8 (Resolution of Committee Disputes)Clause 3.7.1.

Appears in 1 contract

Sources: Master Research Collaboration Agreement (COMPASS Pathways PLC)