JDC Decisions Sample Clauses
The "JDC Decisions" clause defines the authority and process by which the Joint Development Committee (JDC) makes decisions regarding the collaboration or project governed by the agreement. Typically, this clause outlines the scope of matters the JDC can decide on, such as project milestones, resource allocation, or technical specifications, and may specify voting procedures or requirements for consensus. Its core practical function is to establish a clear and efficient decision-making mechanism, thereby reducing ambiguity and potential disputes between parties involved in joint development activities.
JDC Decisions. During the License Term, decisions within the purview of the JDC shall be made by the JDC by consensus, with the representatives of each Party collectively having one vote on behalf of such Party. For each meeting of the JDC, at least two (2) representatives of each Party shall constitute a quorum. Action on any matter may be taken at a meeting, by teleconference, videoconference or by written agreement.
JDC Decisions. Except where consent or approval on any matter by a Party is expressly required herein, if after reasonable discussion and good faith consideration of each Party’s view on any matter within the decision-making authority of the JDC, the representatives of the Parties on the JDC cannot reach an agreement as to such matter within [***] Days after such matter was brought to the JDC for resolution or after such matter has been referred to the JDC, such disagreement shall be escalated to the JSC by either Party.
JDC Decisions. Other than as set forth herein, in order to make any decision required of it hereunder with respect to any approval, the JDC must have present (in person, by videoconference or telephonically) at least one member of each Party. The Parties will endeavor to make decisions of the JDC by consensus; provided that GSK will have the tie-breaking vote in the event of any dispute; provided, further, that no decision by GSK may be in conflict with any of the terms of this Agreement (including by amending or increasing any obligations on Surface or any of its Affiliates (other than those set forth in the Transition Plan, which is subject to Surface’s right to consent under Section 6.1(b)(i)) or by granting any licenses or other rights to GSK or any of its Affiliates that, in each case, are not expressly set forth in this Agreement).
JDC Decisions. All decisions of the JDC shall be made by a simple majority vote of voting members, with the Chairman having the controlling vote and decision in the event of a deadlock; provided that if LP exercised its Opt-In Rights pursuant to Section 4.12, any such deadlock shall be resolved by the Parties as follows:
(a) Within ten (10) business days of such deadlock, officers of each Party shall confer in good faith to resolve the deadlock. If the deadlock is not resolved within such ten (10) business day period, within the following ten (10) business days, each Party shall appoint a board member to confer in good faith with the board member appointed by the other Party to resolve the deadlock.
(b) Any dispute subject to the foregoing that the board members are unable to resolve shall be resolved in accordance with Section 12.1 (excepting 12.1(a)).
JDC Decisions. Decisions by the JDC will be decided by unanimous vote. Each Party shall have one (1) vote to be cast by the co-chairperson of each
JDC Decisions. 4.6.1. All decisions of the JDC shall be made by unanimous vote, with each Party having one vote. In order to make any decision, the JDC must have present (in person or via telephone or videoconference) and voting at least one representative of each Party. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.
4.6.2. Subject to the terms of this Agreement, if the JDC cannot resolve a matter described in Section 4.2 within ***** days, or such shorter time as may be determined by the Parties, after it begins discussing any such matter (a “Committee Deadlock”), then the JDC shall escalate such Committee Deadlock to the Senior Officers for resolution by consensus. If, following consideration by the Senior Officers for a period of up to ***** days from the date of escalation of such Committee Deadlock there is still no consensus, then: *****
JDC Decisions