JRC Decision Making Clause Samples

JRC Decision Making. The JRC will take action by unanimous vote with each Party having a single vote, irrespective of the number of representatives actually in attendance at a meeting, or by a written resolution signed by all of the designated representatives of each of the Parties. If the JRC is unable to reach unanimous consent on a particular matter within [*****] (unless otherwise agreed) of its initial consideration of such matter, then the matter will be referred to the Executive Officers (or their respective designees; provided, however, that each such designee is not a member of the JRC and occupies a position senior to the positions occupied by the applicable Party’s members of the JRC) of the other Party for resolution. If the Executive Officers are unable to resolve a dispute pursuant to section 3.6 after good faith negotiations (not to extend beyond [*****] unless otherwise agreed), such issue will be decided consistent with [*****].

JRC Decision Making. Each Party’s JRC representatives will collectively have a single vote, and the JRC will operate by unanimous consent of all JRC members present and in accordance with the principles set forth in Section 4.1. The JRC will not have any authority or jurisdiction to amend, modify, or waive compliance with this Agreement, any of which shall require mutual written agreement of the Parties. If a dispute arises between the Parties’ JRC representatives, the matter will be first referred to the Liaisons for resolution. If the Liaisons are unable to resolve the dispute, then the matter will be elevated to the Chief Executive Officer of Ideaya, the Director of the CRUK-MI on behalf of Manchester and the Director, Business development of CRT (or, in either case, a direct report of such individual). If these three (3) individuals are unable to resolve the dispute, then, subject to the last sentence of this Section 4.1(c), Ideaya will have the final decision, so long as such decision does not conflict with the terms of the Agreement. Notwithstanding anything to the contrary, no decision by Ideaya will: (i) require CRT or Manchester to breach any obligation or agreement that Institute may have with or to a Third Party prior to the Effective Date; (ii) require CRT or Manchester to perform any activities that are materially different or greater in scope than those provided for under the Agreement; or (iii) amend, modify, or waive CRT’s or Manchester’s compliance with, this Agreement, any of which shall require mutual written agreement of the Parties; or (iv) impose or increase any financial burden on CRT or Manchester (other than any financial obligations expressly set forth in this Agreement).

JRC Decision Making. Decisions of the JRC shall be made by unanimous vote, with each Party having one vote. (a) In the event that the JRC does not reach a decision or is unable to reach consensus with respect to any non-scientific or non-technical matter after endeavoring for [***] to do so, then such matter shall be referred by the JRC with relevant supporting materials and background to the respective Chief Executive Officers of the Parties as a Dispute in accordance with Article 12. (b) In the event that the JRC does not reach a decision or is unable to reach consensus with respect to any scientific or technical matter after endeavoring for [***] to do so, then such matter shall be referred the Technical Leads. The Technical Lead of each Party or their respective designees, shall attempt to resolve such deadlock within [***] of submission. If the Technical Leads (or their respective designees) cannot resolve the deadlock, then the Parties shall submit the dispute to the respective Chief Executive Officers of the Parties as a Dispute in accordance with Article 12.

JRC Decision Making. All decisions of the JRC shall be unanimous, with the representatives of Metabasis on the JRC collectively having one vote and the representatives of Roche on the JRC collectively having one vote. If the JRC is unable to decide or resolve unanimously any matter properly presented to it for action, then at the written request of either party, the issue shall be referred to Metabasis’ head of research and development and Roche’s [***] who shall attempt in good faith to resolve such issue as promptly as practicable. If such officers are unable to resolve such issue within [***], then at the written request of either party, the issue shall be referred to the Chief Executive Officer of Metabasis and Roche’s [***]. If such officers are unable to resolve such issue within [***] of commencing such negotiations, then, except as provided in Section 1.3, the resolution and/or course of conduct shall be determined by [***]. However, [***] will give [***] to [***], and [***] to [***] in [***] or [***]. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, [***] the [***] with [***] this [***] shall [***]: (a) [***] the [***] of this [***] the [***]; (b) [***] which [***] of a [***] or [***] on the [***]; (c) [***] the [***] by which [***] the [***] under the [***]; (d) [***] a [***] with the [***] and/or that [***] to the [***] or [***]; (e) [***] the [***] in any [***] to [***] the [***] or that would [***] to [***] by [***]; (f) [***] the [***] to be [***] to [***] of the [***] by [***]; or (g) [***] in a [***] with the [***] and[***] of this [***]. In addition, [***] the [***] of any [***] (e.g., [***]) to be [***] to the [***] the [***] of [***] on the [***].

JRC Decision Making. The JRC shall determine, approve or resolve Committee Matters within the authority of the JRC by unanimous vote, with each Party’s representatives on the JRC collectively having one (1) vote. If the JRC representatives of the Parties do not reach consensus as to a particular Committee Matter within [***] days after such matter is first presented to the JRC, after reasonable discussion and good faith consideration of each Party’s comments, then: (a) [***] (b) [***] (i) [***] (ii) [***] (iii) [***] [***].

JRC Decision Making