Common use of Scope/Decision-Making Clause in Contracts

Scope/Decision-Making. The Parties shall establish a “Coordination Committee” to (a) consider strategic matters pertaining to the Research, Development, and Commercialization of Product for the Field in the Major Markets (including associated regulatory matters) and (b) review and monitor the progress of such activities. The Coordination Committee shall be composed of three (3) individuals appointed by each Party, which shall include the Chief Executive Officers from each Party. All decisions of the Coordination Committee shall be made by consensus with each Party acting in good faith; however, if the Coordination Committee is unable to make any decision after good faith discussions, then the Chief Executive of Praxis shall have the right to make such decision. All such decisions shall be in writing. For clarity, the Coordination Committee’s decision-making (and the Praxis Chief Executive’s final decision-making) shall not include any right (a) to unilaterally impose any obligation on the other Party (b) to amend, modify or waive compliance with this Agreement, (b) to determine whether or not a Party has met its obligations under the Agreement, or (c) to determine whether or not a breach of this Agreement has occurred, and no decision of the Coordination Committee shall be in contravention of any terms and conditions of this Agreement.