Common use of Decision Making Responsibility Clause in Contracts

Decision Making Responsibility. The Parties intend and agree that development of Licensed Products in the Field in the Territory, including but not limited to pre-clinical and clinical testing, and, if applicable as set forth in Section 6.5, calculation of costs and Operating Profits or Losses as set forth in Section 6.5 and Exhibit A, and the Development Plan shall be subject to JSC approval (in the manner set forth in this Section 2.2). If TolerRx has exercised and continues to participate in the US Profit/Loss Sharing Option in accordance with Section 6.5 and Exhibit A, then the JSC shall receive a copy of the budget as described in Section A.3 of the attached Exhibit A. Subject to the next three sentences, the JSC shall operate by consensus. The JSC representatives of each Party shall collectively have one vote for purposes of decision-making hereunder. In the event that the JSC representatives do not reach consensus, Genentech shall have the authority to make the final decision and the Parties and JSC shall abide by such decision. With respect to all decisions contemplated to be made by the JSC, notwithstanding anything else in this Agreement, Genentech shall have the authority to make the final decision and the Parties and JSC shall abide by such decision.

Decision Making Responsibility. The Parties intend and agree that development of Licensed Products in the Field in the Territory, including but not limited to pre-clinical and clinical testing, and, if applicable as set forth in Section 6.5, calculation of costs and Operating Profits or Losses as set forth in Section 6.5 and Exhibit A, and the Development Plan shall be subject to JSC approval (in the manner set forth in this Section 2.2). If TolerRx has exercised and continues to participate in the US Profit/Loss Sharing Option in accordance with Section 6.5 and Exhibit A, then the JSC shall receive a copy of the budget as described in Section A.3 of the attached Exhibit A. Subject to the next three sentences, the JSC shall operate by consensus. The JSC representatives of each Party shall collectively have one vote for purposes of decision-making hereunder. In the event that the JSC representatives do not reach consensus, Genentech [*******] shall have the authority to make the final decision and the Parties and JSC shall abide by such decision. With respect to all decisions contemplated to be made by the JSC, notwithstanding anything else in this Agreement, Genentech [*******] shall have the authority to make the final decision and the Parties and JSC shall abide by such decision. * Confidential treatment requested: material has been omitted and filed separately with the Commission.