Limitations on Decision-Making Sample Clauses

Limitations on Decision-Making. Notwithstanding any provision to the contrary set forth in this Agreement, without the other Party’s prior written consent, neither Party (in the exercise of a Party’s final decision-making authority), the JSC, nor a Party’s Executive Officer, in each case, may make a decision that could reasonably be expected to require the other Party to take any action that such other Party reasonably believes would require such other Party to violate any Applicable Law (including cGLP, cGMP, or cGCP, as applicable).

Limitations on Decision-Making. Notwithstanding anything to the contrary set forth in this Agreement, without the other Party’s [***] consent, no decision of the JSC or a Party’s Executive Officer (in the exercise of a Party’s final decision making authority on any such matters), in each case, may [***].

Limitations on Decision-Making. Notwithstanding anything to the contrary set forth in this Agreement, no decision of ▇▇▇▇▇▇▇ in the exercise of its final decision-making authority will (a) cause a Party to take or decline to take any action that would be reasonably likely to result in a violation of any Applicable Law, the requirements of any Regulatory Authority or any agreement between Morphic and any Third Party or that would be reasonably likely to result in the infringement, misappropriation or other violation of any Intellectual Property of any Third Party, (b) impose any obligation on either Party that would be in violation of such Party’s written standard operating procedures, written business policies or written compliance policies or procedures, (c) conflict with the terms and conditions of this Agreement, (d) determine that ▇▇▇▇▇▇▇ has fulfilled any obligations under this Agreement or that Morphic or its Affiliates have breached any obligation under this Agreement, (e) make a decision that is expressly stated to require the agreement or consent of the Parties or (f) expand ▇▇▇▇▇▇▇’▇ or its Affiliates’ rights or reduce its obligations under this Agreement.

Limitations on Decision-Making. Notwithstanding anything to the contrary set forth in this Agreement, without the other Party’s prior written consent, no decision of the JSC or a Party’s Executive Officer (in the exercise of a Party’s final decision‑making authority on any such matters), in each case, may (a) result in a [***] in the other Party’s obligations, costs, or expenses under this Agreement, or any Global Development Plan or Territory-Specific Development Plan (including any budget set forth in a Global Development Plan or a Territory-Specific Development Plan), unless, in each case, such actions are necessary for Blueprint to comply with Applicable Law as the Territory Sponsor or as the owner and holder of any Regulatory Submission, Regulatory Approval, or Reimbursement Approval, as applicable, for a Collaboration Product in the Territory, (b) take or decline to take any action that would [***] result in a violation of any Applicable Law, the requirements of any Regulatory Authority, or any agreement with any Third Party (including any agreement pursuant to which Blueprint Controls any Blueprint Technology or CStone Controls any CStone Product Technology or CStone General Collaboration Technology) or would [***] result in the infringement or misappropriation of intellectual property rights of any Third Party, (c) impose any obligation on either Party that would be in violation of such Party’s written standard operating procedures, written business policies, or written compliance policies or procedures, or (d) conflict with this Agreement, any Clinical Supply Agreement, any Commercial Supply Agreement, any Safety Agreement, or any other agreement between the Parties related to the subject matter set forth herein.

Limitations on Decision-Making. Notwithstanding anything to the contrary set forth in this Agreement, without the other Party’s prior written consent, no decision of the JSC, any Subcommittee, or a Party’s Executive Officer (in the exercise of a Party’s decision‑making authority on any such matters), in each case may, without the other Party’s prior written consent, (a) be likely to [***], (b) impose any requirements that the other Party take or decline to take any action that a Party reasonably believes would result in a violation of any Applicable Law, the requirements of any Regulatory Authority, or any agreement with any Third Party (including any Collaboration In-License) or the infringement or misappropriation of intellectual property rights of any Third Party, or (c) conflict with, amend, interpret, modify, or waive compliance under this Agreement.

Limitations on Decision-Making. Notwithstanding any provision to the contrary set forth in this Agreement, [***] will have the authority to: (a) modify or amend the terms and conditions of this Agreement; (b) waive or determine either Party’s compliance with the terms and conditions of under this Agreement; or (c) decide any issue in a manner that would conflict with the express terms and conditions of this Agreement. In addition, notwithstanding any provision to the contrary set forth in this Agreement, [***].

Limitations on Decision-Making. Notwithstanding anything to the contrary set forth in this Agreement, neither Party nor any Committee may make a decision that could reasonably be expected to (i) require the other Party to take any action that such other Party reasonably believes would (A) require such other Party to violate any Applicable Law, the requirements of any Regulatory Authority or (B) require such other Party to infringe or misappropriate any intellectual property rights of any Third Party; or (ii) conflict with, amend, interpret, modify, or waive compliance under this Agreement.

Limitations on Decision-Making. Without the other Party’s prior written consent, neither Party may unilaterally make a decision (in exercise of its final decision-making authority on any such matters) that (A) expands such Party’s contractual rights or reduces such Party’s contractual obligations under this Agreement, (B) results in a material increase in the other Party’s obligations, costs, or expenses or a limitation to the other Party’s rights under this Agreement, (C) conflicts with this Agreement, or would be reasonably likely to result in a violation of applicable law, the requirement of any Regulatory Authorities, or any agreement with any Third Party (including any Third Party License), or result in the infringement or misappropriation of intellectual property rights of any Third Party, or (D) is stated to require the agreement or consent of the JSC. In addition, no exercise by either Party of such Party’s decision-making authority can amend or waive compliance with any terms of this Agreement.

Limitations on Decision-Making. (a) Neither Party shall have the deciding vote on, and the JSC shall have no decision- making authority regarding, any of the following matters: (i) [***];