JRC Decisions Clause Samples
The 'JRC Decisions' clause defines the authority and procedures by which the Joint Review Committee (JRC) makes decisions within the context of an agreement or project. Typically, this clause outlines how decisions are proposed, discussed, and approved by the JRC, including requirements for quorum, voting thresholds, and the scope of matters the JRC can decide upon, such as project changes or dispute resolutions. By establishing clear decision-making processes, this clause ensures efficient governance and helps prevent deadlocks or misunderstandings among parties involved.
POPULAR SAMPLE Copied 1 times
JRC Decisions. The JRC will use good faith efforts to reach unanimous agreement with respect to all matters within the JRC’s authority. The Party with final decision making authority over a matter within the JRC’s authority shall consider in good faith any comments received by the other Party with respect to such matter. Should the JRC not be able to reach agreement with respect to such matter at a duly called meeting of the JRC, then beginning on the [***] Business Day after the date on which the matter is referred to the Executive Officers (unless a longer period is agreed to by the Parties), the decision regarding such matter may be finally determined as follows (to the extent such matter is within the JRC’s authority):
(a) Licensee Decision Making. Licensee will have the sole right to make any final decisions related to the Exploitation of the Licensed Compounds or Licensed Products by or on behalf of Licensee in the Field and for the Licensee Territory; and
(b) Takeda Decision Making. Takeda will have the sole right to make any final decisions related to the Exploitation of the TAK-385 Licensed Compound or TAK-385 Licensed Products by or on behalf of Takeda in and for the Field in the Takeda Territory; provided that neither Party will be entitled to exercise its final decision-making authority or otherwise act with respect to any Licensed Compound or Licensed Product:
(i) in a manner that excuses such Party from any obligation specifically enumerated under this Agreement;
(ii) in a manner that would require a Party to increase its spending on Development activities in excess of the amount required to satisfy its Development diligence obligations set forth under Section 5.2 (Development Diligence Obligations);
(iii) in a manner that negates any consent right or other right specifically allocated to the other Party under this Agreement;
(iv) to resolve any dispute involving the breach or alleged breach of this Agreement or to amend or modify this Agreement or any of the Parties’ respective rights and obligations hereunder;
(v) to resolve a matter if the provisions of this Agreement specify that unanimous or agreement of the Parties, including mutual consent, is required for such matter;
(vi) to resolve a matter in a manner that would require a Party to be in breach of any of its obligations under any written agreement with a Third Party with respect to a Licensed Compound or Licensed Product; or
(vii) in a manner that would require a Party to perform any act that woul...
JRC Decisions. Each Party will have one vote at the JRC. The JRC will endeavor to make decisions by consensus. In the absence of consensus, any dispute will be escalated to the Executive Officers, and if the Executive Officers are unable to resolve such dispute within [*] Business Days after such matter has been referred to them then (a) for matters relating to [*], Nurix shall have final decision-making ability; provided that, Sanofi shall have final decision-making ability for matters relating to [*], and (b) for all other matters and any matter overseen by the JRC, Sanofi shall have final decision-making ability. For clarity, Nurix shall not use its final decision-making ability to (i) [*]; (ii) [*] or (iii) [*].
JRC Decisions. The JRC will make decisions by [***]. If after good faith attempts to amicably resolve any disagreement, the JRC cannot reach consensus or a dispute arises within its authority that cannot be resolved within the JRC (each, a “JRC Dispute”), then either Party may refer such JRC Dispute to the Executive Officers for resolution. If the Executive Officers cannot reach a consensus agreement with respect to a JRC Dispute within [***] after attempted resolution by the Executive Officers, then the Parties shall resolve such JRC Dispute as follows: [***].
JRC Decisions. The JRC will endeavor to make decisions by consensus with each Party having, collectively, a single vote on any matter before the JRC irrespective of the number of representatives of such Party in attendance at a meeting of the JRC. In the absence of consensus with respect to a matter that remains unresolved, each Party shall have the right to refer such matter to the JSC for resolution in accordance with and subject to Section 10.6.2 (JSC Decisions) and Section 10.6.3 (Escalation of Certain JRC Disputes).
JRC Decisions. All JRC decisions shall be made by unanimous vote, with each Party’s members collectively having one vote. If, after reasonable discussion and good faith consideration of each Party’s view, the JRC does not reach consensus on a matter within the responsibilities of the JRC, then the matter shall first be referred to the Senior Officers, who shall confer in good faith on the resolution of the matter.
JRC Decisions. 7.7.1 Decision Making Authority The JRC shall decide matters within its responsibilities set forth in Section 7.6.
JRC Decisions. The JRC will use good faith efforts to reach unanimous agreement with respect to all matters within the JRC’s authority. The Party with final decision making authority over a matter within the JRC’s authority shall consider in good faith any comments received by the other Party with respect to such matter. Should the JRC not be able to reach agreement with respect to such matter at a duly called meeting of the JRC, then beginning on the [***] Business Day after the date on which the matter is referred to the Executive Officers (unless a longer period is agreed to by the Parties), the decision regarding such matter may be finally determined as follows (to the extent such matter is within the JRC’s authority):
JRC Decisions