Management Team Decisions Clause Samples

Management Team Decisions. The unanimous agreement of the Leaders of the Project Team shall be required to take any action within the purview of the Project Team. If the Project Team is unable to agree on any issue within its purview, the issue shall be resolved by the JRMC. Except as otherwise set forth in Section 1.26 of this Agreement, the unanimous agreement of the members of the JRMC shall be required to take any action. Any member of the JRMC who is not present at any meeting, either in person or by a designated alternate, may appoint another representative or alternate as his/her proxy to act on his/her behalf on all matters coming to a vote. The JRMC may conduct meetings in person or by telephone or video conference. If the JRMC is unable to reach a unanimous agreement on any issue within its purview, such issue shall be referred to the Chief Executive Officer of Ontogeny and the Chief Executive Officer of Biogen for resolution. If the Chief Executive Officer of Ontogeny and the Chief Executive Officer of Biogen are unable to reach agreement on any issue regarding the Research Program, then such issue shall be submitted to arbitration pursuant to the provisions set forth in Section 11.4 and the arbitrators shall have the authority to (i) direct the Parties as to the manner in which the Parties shall resolve the issue, or (ii) render a final decision with respect to such issue. The arbitrators shall have no authority to amend this Agreement or the Research Workplan.