JCC Decision-Making Sample Clauses
The JCC Decision-Making clause establishes the procedures and authority for a Joint Coordination Committee (JCC) to make decisions regarding the management or execution of a project or agreement. Typically, this clause outlines how the JCC is formed, the voting or consensus process it follows, and the types of issues or disputes it is empowered to resolve, such as project milestones, budget allocations, or operational changes. By clearly defining the decision-making framework, this clause ensures efficient governance and helps prevent or resolve disagreements between parties, thereby facilitating smooth project coordination.
JCC Decision-Making. The JCC shall make its decisions by (i) consensus of its members present at a meeting (provided that at least one member from each Party is present at such meeting), with Eagle and Spectrum each having collectively, among its respective members, one vote irrespective of the number of members in attendance, or (ii) a written resolution signed by at least the co-chairperson appointed by each Party or his/her designee identified in writing. If the JCC is unable to reach consensus regarding a matter before it, then Eagle shall have final decision making authority with respect to such matter, and the decision of Eagle’s co-chairperson of the JCC with respect to any such matter shall be final and binding on the Parties, subject to the following provisions of this Section 2.3(d):
(i) Spectrum shall have final decision making authority with respect to the day-to-day operations and management of the CAM Team and other Spectrum Personnel. For the avoidance of doubt, Spectrum shall only have final decision making authority with respect to the practical, logistical aspects of implementing Spectrum’s obligations under this Agreement and, subject to the remainder of this Section 2.3(d), Eagle shall have final decision making authority with respect to all other matters relating to Products in the Territory, including: strategic matters (e.g., use of Product Trademarks, Product packaging, brand positioning, messaging and other marketing strategies); identification of Target Prescribers/Accounts; and decisions about methods and criteria for monitoring Spectrum’s performance under the Commercialization Plan [ * ].
(ii) Eagle shall not use its final decision making authority with respect to the following matters:
(A) Changing the Revenue Thresholds;
(B) Expanding the performance responsibilities or financial obligations of Spectrum beyond those in this Agreement;
(C) Increasing the number of CAMs Promoting the Products to more than thirty-two (32) FTEs;
(D) Requiring Spectrum to take any action that Spectrum believes, in good faith and on the advice of counsel, may violate any Applicable Laws;
(E) Matters under Section 2.4(b)(viii) that require agreement of the Parties; or
(F) Amending, altering or modifying any Commercialization Plan to effect any of the foregoing, (A) through (E).
(iii) Neither Party may use its final decision making authority to amend, alter or modify this Agreement.
(iv) In the event the JCC is unable to reach consensus with regard to any matter to be de...
JCC Decision-Making. The JCC is a consultative body only and has no decision making power.
JCC Decision-Making. The JCC shall act by consensus. Each representative from each Party shall have one (1) vote on behalf of that Party. If the JCC cannot reach consensus within [***] Business Days on any issue that comes before the JCC for which the JCC is responsible, then the Parties shall refer such matter to the relevant Chief Officers at MorphoSys and COMPANY ("Designated JCC Officers") for resolution. In the event of a Dispute between COMPANY and MorphoSys that cannot be resolved within [***] Business Days by the Designated JCC Officers with respect to matters concerning the Commercialization, the Designated JCC Officers shall refer the issue to the JSC which will decide upon the matter pursuant to Section 9.2(e).
JCC Decision-Making. All decisions of the JCC shall be made by unanimous agreement of all JCC members present at a meeting and no action taken at any meeting of the JCC shall be effective unless a representative of each of Capital, Global and any Third Party funder (if applicable). In the event that the JCC is unable to reach agreement on a matter (including due to lack of a quorum at a meeting) (a “JCC Deadlock”) within 30 days after the date of the JCC meeting at which such matter is first scheduled to be voted upon, such JCC Deadlock shall be referred to the senior representatives of each of Capital, Global and any Third Party funder (as applicable) identified in the Project Funding Agreement. If the senior representatives do not reach resolution within thirty (30) days of the referral of a JCC Deadlock to them, then Global shall have the final decision-making authority with respect to the JCC Deadlock (unless otherwise set out in the Project Funding Agreement) provided that (i) such decision shall be consistent with the terms of this Agreement, (ii) Global shall have no right to amend the terms of this Agreement, (iii) such decision-making authority shall not apply to day-to-day operational decisions with regard to a Project which decisions shall be made by Capital and (iv) at all times no decision of the JCC shall, require or cause Capital to breach any term of an agreement in respect of which Capital has been granted rights including intellectual property rights from a Third Party in relation to a Project or is likely to, bring Capital into disrepute.
JCC Decision-Making. BMS and Otsuka agree that, commencing January 1, 2013, and for the remainder of the U.S. Abilify Extension Term, Otsuka shall designate one of its JCC members to be Chair of the JCC, BMS shall designate one of its JCC members to be Co-Chair of the JCC and, in the event of a tie vote on the JCC regarding a matter relating to Commercialization of Product in the United States, and other matters within the authority of the JCC for activities in the U.S., the vote of the Chair designated by Otsuka shall prevail; provided, that
(a) neither Party shall have final decision-making authority (but the Parties shall act by mutual agreement) with respect to matters relating to pricing or discounting of Product or key messaging to key customer groups (i.e., physicians, payors and patients), and (b) neither the Otsuka Chair, the JCC nor any Marketing Plan approved by the JCC may impose additional expenses or obligations on BMS or its Affiliates beyond those specified in the Baseline Commercial Plan without the prior written consent of BMS. Section 5.1.2 of the Restated Agreement and any other provisions in the Restated Agreement that refer to the tie-breaking authority of BMS (such as Section 5.1.4(k)) are hereby amended to the extent necessary to give effect to this Paragraph 8.
JCC Decision-Making. The JCC will act by unanimous vote, with each of Merck and FHT having one vote. The members of the JCC will attempt in good faith to reach consensus on all matters brought before the JCC, provided that if consensus on an issue cannot be reached, the issue in dispute will be promptly referred to the Senior Vice President of Merck Research Laboratories responsible [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 ON THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. for worldwide licensing and external scientific affairs and the Chief Executive Officer of FHT for resolution, and if they cannot agree:
(a) FHT will have the final decision-making authority with respect to issues involving the methods or procedures for harvesting and collecting of tissue, and
(b) Merck will have the final decision-making authority with respect to all other matters subject to decision by the JCC; provided, however, that Merck shall not have the final decision-making authority with respect to decisions which require that FHT expend additional amounts other than those for which it is paid by Merck hereunder pursuant to Section 5.3 and 5.4, including any budgets to be approved by the JCC pursuant to Section 2.4.9(d).
JCC Decision-Making