Common use of Decision-Making; Dispute Resolution Clause in Contracts

Decision-Making; Dispute Resolution. All decisions of the JGC shall be by consensus. If the JGC cannot, or does not, reach consensus on an issue, then the dispute shall first be referred to the Senior Officers of the Parties, who shall confer in good faith on the resolution of the issue. Any final decision mutually agreed to by the Senior Officers shall be conclusive and binding on the Parties. If the Senior Officers are not able to agree on the resolution of any such issue within [*] days after such issue was first referred to them, then, such dispute shall be finally and definitively resolved by [*]; provided, however, that any such resolution may not [*], [*], without [*], then such activity or action shall not be taken and shall not be subject to any further dispute resolution unless mutually agreed to in writing by the Parties. Disputes arising between the Parties in connection with or relating to this Agreement or any document or instrument delivered in connection herewith, and that are outside of the jurisdiction of the JGC, shall be resolved pursuant to Section 12.6. Notwithstanding the foregoing, if [*], then prior to the expiration of the Research Term, AbbVie may extend the Research Term for a period reasonably determined to be necessary for completion of such activities, but not to exceed six (6) months by providing written notice of such extension to Licensee.