Common use of Decision Making and Dispute Resolution Clause in Contracts

Decision Making and Dispute Resolution. Decisions of each Committee shall be made at a duly called meeting of the applicable Committee. Otsuka’s members of each Committee shall collectively have one (1) vote and Acucela’s members of each Committee shall collectively have one (1) vote, with decisions made by unanimous vote (assuming a quorum of at least two (2) representative members from each Party). Each Committee may act on a specific issue without a meeting if it is documented in a written consent signed by a quorum of the members of the applicable Committee from each Party. Notwithstanding anything herein to the contrary, no Committee shall have authority to amend, modify or waive compliance with this Agreement or the Related Agreements. If the JDC fails to reach consensus on an issue specifically designated in this Agreement for its decision, the matter shall be resolved under the procedures set forth in Section 16.8, except that all thirty (30)-day periods shall be shortened to ten (10) days, and the total time period for the procedures set forth in Sections 16.8(b) through (d) shall not exceed thirty (30) days. If the JCC fails to reach consensus on any issues specifically designated in this Agreement for its decision, the Otsuka vote shall prevail, subject to the restrictions set forth in Section 2.1.4 and may not be disputed under Section 16.8.