JSC Decisions and Actions. (i) Actions to be taken by the JSC shall be taken only following unanimous vote, with the representatives of each Party collectively having one (1) vote. If the JSC fails to reach unanimous agreement on a matter before it for decision within [**] from the date that the matter is first presented to the JSC in writing, such matter shall be referred to the Executive Officers for discussion and resolution pursuant to Section 15.6(a). Any resolution of such matter by the Executive Officers shall be final and binding on the Parties. If the Executive Officers are not able to resolve the matter within the [**] period specified in Section 15.6(a), then [**] shall have the final decision-making authority with respect to such matter, and [**] decision on such matter shall be final and binding on the Parties, subject to the limitations set forth in Section 2.1(c)(ii), Section 2.1(c)(iii), Section 3.3 and Section 10.4(c).
JSC Decisions and Actions. The JSC shall make decisions and act as follows:
JSC Decisions and Actions. Actions to be taken and decisions to be made by the JSC (including the resolution of Deadlocked Committee Matters referred to the JSC in accordance with Section 2.6(d)) shall be taken or made only following unanimous agreement, with each Party having one (1) vote. If the JSC fails to reach unanimous agreement on a matter before it for decision within [**] from the date that the matter is first presented to the JSC in writing, such matter shall be referred to the Executive Officers for discussion and resolution pursuant to Article 13 upon the request of either Party. Any resolution of such matter by the Executive Officers shall be final and binding on the Parties. If the Executive Officers are not able to resolve the matter within the [**] period specified in Article 13, then Incyte shall have the final decision-making authority with respect to such matter, and Incyte’s decision on such matter shall be final and binding on the Parties, subject to the limitations set forth in Section 2.10.
JSC Decisions and Actions. The Parties shall use good faith efforts to achieve consensus regarding any actions. If the JSC fails to reach agreement on a matter before it for decision regarding the Development of Licensed Compound or Licensed Product, Pyxis shall have final decision making authority on such matters in the Pyxis Territory and LCB shall have final decision making authority on such matters in the LCB Territory.
JSC Decisions and Actions. Actions to be taken by the Joint Steering Committee shall be taken only following unanimous vote, with each Party having one (1) vote. Except as otherwise provided in Section 14.3(b), if the Joint Steering Committee fails to reach unanimous agreement on a matter before it for decision for a period in excess of fifteen (15) days from the date first presented to the JSC in writing, the matter shall be submitted immediately to a senior executive officer designated in writing by each Party (a “Designated Executive”) for resolution in accordance with the decision-making procedures described in Section 14.2, including the specific decision-making rights of each Party as described in such section.
JSC Decisions and Actions. Actions to be taken by the JSC shall be taken only following [***], with each Party having one (1) vote. If the JSC fails to reach [***] on a matter before it for decision for a period in excess of [***] from the date first presented to the JSC in writing, the matter shall be resolved in accordance with each Party’s final decision-making rights, as set forth in this Agreement, provided, that if neither Party has final decision-making authority over a matter under the terms of this Agreement, such matter shall be resolved in accordance with ARTICLE 14; provided, further, that neither Party shall be permitted to exercise its final decision-making authority in a manner that would materially increase the effort expended by the other Party or costs and expenses incurred by the other Party related to the Exploitation of the Vaccine in such other Party’s Territory.
JSC Decisions and Actions. Actions to be taken by the JSC shall be taken only following unanimous vote, with each Party having one (1) vote. If the JSC fails to reach unanimous agreement on a matter before it for decision for a period in excess of fifteen (15) Business Days from the date first presented to the JSC in writing, the matter shall be resolved in accordance with each Party’s final decision making rights as set forth in this Agreement, including in Sections [***]; provided that if neither Party has final decision making authority with respect to a dispute, such dispute shall be resolved in accordance with Article 13. Notwithstanding the foregoing, with respect to any unresolved matter for which a Party has final decision making authority, the Party with final decision making authority may exercise its decision making authority prior to the expiration of the fifteen (15) Business Day resolution period above, where the failure to make a decision would have a material adverse effect on the Development, Manufacture or commercialization of the Compounds or the Products.
JSC Decisions and Actions. The JSC shall not have any formal decision-making authority, except with respect to the resolution of Deadlocked Committee Matters as described in Section 2.1(d). Actions to be taken and decisions to be made by the JSC with respect to such matters shall be taken or made by unanimous agreement, with each Party’s JSC representatives collectively having one (1) vote.
JSC Decisions and Actions. The Parties shall use good faith efforts to achieve consensus regarding any actions. If the JSC fails to reach agreement on a matter before it for decision, CEOs or other designated senior executives delegated with authority of each Party shall confer and attempt to resolve such matter in good faith. Absent final agreement by the CEOs or other designated senior executives of NextCure and LCB to resolve an issue deadlocked before the JSC or a subcommittee, (i) acting in good faith NextCure will have final tie-breaking decision authority with respect to any deadlocked issue to the extent it is in regard to IND submission, clinical trials, and/or Antibody intermediate CMC/manufacturing, and (ii) acting in good faith LCB will have final tie-breaking decision authority with respect to any deadlocked issue to the extent it is in regard to the CMC/manufacturing for ADC drug product and drug substance (i.e., excepting Antibody intermediate manufacturing. All other deadlocked issues not resolved by the CEOs or other designated senior executives shall be subject to dispute resolution in accord with Article 12. Notwithstanding the foregoing and for clarity, neither Party shall be able to use the above tie-breaking authority to materially expand the approved budget for a Co-Development Program, to select Co-Development Products, or to select Research Targets.
JSC Decisions and Actions
