Decision Making. Decisions of the JSC shall be made by unanimous vote, with each Party’s representatives on the JSC collectively having one vote. No vote of the JSC may be taken unless at least one of each Party’s representatives is present and participating in such vote. The JSC’s decision-making authority shall be limited to those matters expressly delegated to it in this Agreement. The JSC shall use reasonable efforts to resolve any disputes or disagreements concerning the matters within the scope of its authority.
Appears in 3 contracts
Sources: Exclusive License and Supply Agreement (Correvio Pharma Corp.), Exclusive License and Supply Agreement (SteadyMed Ltd.), Exclusive License and Supply Agreement (Cardiome Pharma Corp)
Decision Making. Decisions of the JSC shall be made by unanimous vote, with each Party’s representatives on the JSC collectively having one vote. No vote of the JSC may be taken unless at least one of each Party’s representatives is present and participating in such vote. The JSC’s decision-making authority shall be limited to those matters expressly delegated to it in this Agreement. The JSC shall use reasonable efforts to resolve any disputes or disagreements concerning act by consensus. The representatives from each Party will have, collectively, one (1) vote on behalf of that Party. If the matters within JSC cannot reach consensus on an issue that comes before the scope of its authorityJSC and over which the JSC has oversight, then such matter shall be resolved in accordance with Section 2.7.
Appears in 3 contracts
Sources: Collaboration and License Agreement (Facet Biotech Corp), Collaboration and License Agreement (Trubion Pharmaceuticals, Inc), Collaboration and License Agreement (Trubion Pharmaceuticals, Inc)
Decision Making. Decisions of the JSC shall be made by unanimous vote, with each Party’s representatives on the JSC collectively having one vote. No vote of the JSC may be taken unless at least one of each Party’s representatives is present and participating in such vote. The JSC’s decision-making authority shall be limited to those matters expressly delegated to it in this Agreement. The JSC shall use reasonable efforts to resolve any disputes or disagreements concerning act by consensus. The representatives from each Party will have, collectively, one (1) vote on behalf of that Party. If the matters within JSC cannot reach consensus on an issue that comes before the scope of its authorityJSC and over which the JSC has oversight, then such matter shall be resolved in accordance with Section 2.3.
Appears in 3 contracts
Sources: License and Collaboration Agreement (AC Immune SA), License and Collaboration Agreement (AC Immune SA), License and Collaboration Agreement (AC Immune SA)
Decision Making. Decisions of the JSC shall be made by unanimous vote, with each Party’s representatives on the JSC collectively Party having one vote. No a single vote irrespective of the JSC may number of representatives actually in attendance at a meeting. Decisions will be taken unless included in the written minutes of a meeting, with such written minutes approved by all persons present at least one such a meeting of each Party’s representatives the JSC. If the Parties are unable to reach resolution within [*] ([*]) days following the date the matter in dispute is present and participating in such vote. The first brought to the attention of the JSC’s decision-making authority , that matter shall be limited to those matters expressly delegated to it resolved in this Agreement. The JSC shall use reasonable efforts to resolve any disputes or disagreements concerning the matters within the scope of its authorityaccordance with Section 10.2.
Appears in 2 contracts
Sources: Collaboration and License Agreement (Cytokinetics Inc), Collaboration and License Agreement (Cytokinetics Inc)
Decision Making. Decisions of The JSC may make decisions with respect to any subject matter within the JSC’s functions as described above. Except as expressly provided in this Agreement, all decisions which are to be made by the JSC shall be made by unanimous votevote or written consent, with each Party’s representatives on the JSC collectively Party having one vote. No vote of the JSC may be taken unless at least one of each Party’s representatives is present and participating in such vote. The JSC’s decision-making authority shall be limited to those matters expressly delegated to it in this Agreementall decisions. The JSC shall use reasonable best efforts to resolve any disputes or disagreements concerning over the matters within its roles and functions or otherwise referred to it, and each Party’s JSC representatives shall consider in good faith the scope views of its authoritythe other Party’s JSC representatives in making decisions.
Appears in 2 contracts
Sources: License Agreement (Neurocrine Biosciences Inc), License Agreement (Neurocrine Biosciences Inc)
Decision Making. Decisions of the The JSC shall be made will endeavor to reach decisions by unanimous voteconsensus, with each Party’s representatives on , through its representative members of the JSC collectively JSC, having one (1) vote. No vote Approvals of the JSC may be taken unless will require the unanimous agreement of the representatives. If the JSC cannot reach unanimous agreement on an issue that comes before the JSC within [**] of the meeting at least one which such issue was raised and over which the JSC has oversight, then the Parties will refer such issue for resolution in accordance with Section 2.5 (Resolution of each Party’s representatives is present and participating in such vote. The JSC’s decision-making authority shall be limited to those matters expressly delegated to it in this Agreement. The JSC shall use reasonable efforts to resolve any disputes or disagreements concerning the matters within the scope of its authorityCommittee Disputes).
Appears in 2 contracts
Sources: Collaboration and License Agreement (Sage Therapeutics, Inc.), Collaboration and License Agreement (Sage Therapeutics, Inc.)
Decision Making. Decisions of the JSC JSC, as well as the decisions or recommendations of the Working Group, shall be made by unanimous vote, with each Party’s representatives on the JSC collectively having one vote. No vote of the JSC may be taken unless at least one of (1) representative from each Party’s representatives is present and Party participating in such any vote. The JSC’s decision-making authority In the event that the Working Group or the JSC fails to reach unanimous agreement with respect to a particular matter within its authority, then such matter shall be limited to those matters expressly delegated to it resolved under the procedures set forth in this Agreement. The JSC shall use reasonable efforts to resolve any disputes or disagreements concerning the matters within the scope of its authoritySection 17.1.
Appears in 2 contracts
Sources: Development and Commercialization Agreement (Biomarin Pharmaceutical Inc), Development and Commercialization Agreement (La Jolla Pharmaceutical Co)
Decision Making. Decisions of the The JSC shall be made endeavor to reach decisions by unanimous voteconsensus, with each Party’s representatives on , through its representative members of the JSC collectively JSC, having one vote. No vote Approvals of the JSC may be taken unless will require the unanimous agreement of the representatives. If the JSC cannot reach unanimous agreement on an issue that comes before the JSC within [***] Business Days after the meeting at least one which such issue was raised and over which the JSC has oversight, then the Parties will refer such issue for resolution in accordance with Section 7.5 (Resolution of each Party’s representatives is present and participating in such vote. The JSC’s decision-making authority shall be limited to those matters expressly delegated to it in this Agreement. The JSC shall use reasonable efforts to resolve any disputes or disagreements concerning the matters within the scope of its authorityCommittee Disputes).
Appears in 2 contracts
Sources: Exclusive License and Collaboration Agreement (Arrowhead Pharmaceuticals, Inc.), Exclusive License and Collaboration Agreement (Sarepta Therapeutics, Inc.)
Decision Making. Decisions Each Party, through its representatives, shall have one (1) vote on matters coming before the JSC. All decisions of the JSC shall be made by unanimous vote, with each Party’s representatives in good faith and shall be unanimous. Decisions on the JSC collectively having one vote. No vote of the JSC any matter may be taken unless at least one of each Party’s representatives is present and participating a meeting, by conference call, video conference or in such vote. The JSC’s decision-making authority shall be limited to those matters expressly delegated to it in this Agreementwriting (including email). The JSC shall use reasonable efforts not have any authority beyond the specific matters set forth in Section 3.11 or explicitly assigned to resolve it in any disputes provision of this Agreement, and in particular shall not have any power to amend or disagreements concerning the matters within the scope waive any terms or conditions of its authoritythis Agreement.
Appears in 1 contract
Sources: License Agreement (Zai Lab LTD)
Decision Making. Decisions In general, decisions of the JSC shall be made by require unanimous votedecision of the JSC representatives present at a meeting, with each Party having a single vote irrespective of the number of representatives of such Party in attendance or by a written resolution signed by at least one (1) representative appointed by each Party’s representatives on . Notwithstanding the above, [*]. If the JSC collectively having one vote. No vote does not, reach a unanimous decision on an issue within the jurisdiction and authority of the JSC may for which unanimity is required, within [*], then the result will be taken unless at least one of each Party’s representatives is present and participating in such vote. The JSC’s decision-making authority shall be limited to those matters expressly delegated to it in this Agreement. The JSC shall use reasonable efforts to resolve any disputes or disagreements concerning the matters within the scope of its authoritythat no decision has been reached.
Appears in 1 contract
Sources: License and Collaboration Agreement (DiCE MOLECULES HOLDINGS, LLC)
Decision Making. Decisions within the scope of the JSC JSC’s authority shall be made by unanimous vote, with each Party’s representatives on the JSC collectively having one vote. No The presence of at least one of each Party’s JSC representatives constitutes a quorum for the conduct of business at any JSC meeting, and no vote of the JSC may be taken unless at least one of each Party’s representatives without a quorum present. If the JSC is present and participating in such vote. The JSC’s decision-making authority shall be limited unable to those matters expressly delegated to it in this Agreement. The JSC shall use reasonable efforts to decide or resolve unanimously any disputes or disagreements concerning the matters matter within the 32 scope of its authorityauthority and responsibilities, then such matter shall be resolved in accordance with Section 3.1(f).
Appears in 1 contract
Sources: Exclusive License and Collaboration Agreement (Cidara Therapeutics, Inc.)
Decision Making. Decisions of the JSC shall be made by unanimous voteconsent, with each Party’s representatives on the JSC collectively having one (1) vote. No vote of the JSC may be taken unless at least one (1) of each Party’s representatives is present and participating in such vote. The JSC’s decision-making authority shall be limited to those matters expressly delegated to it in this Agreement. The JSC shall use reasonable efforts to resolve any disputes or disagreements concerning the matters within the scope of its authoritypresent.
Appears in 1 contract
Decision Making. Decisions of All JSC decisions in any matter requiring the JSC shall JSC’s action or approval must be made by unanimous voteunanimous, with each Party’s representatives on the JSC collectively having one vote. No JSC vote of the JSC may be taken unless at least one a majority of each Party’s representatives is present and participating in such votethe JSC members are present. The JSC’s decision-making authority Any matters relating to the Collaboration that cannot be resolve by the JSC shall be limited escalated to those matters expressly delegated the Executives for resolution pursuant to it in this Agreement. The JSC shall use reasonable efforts to resolve any disputes or disagreements concerning the matters within the scope of its authoritySection 11.
Appears in 1 contract
Decision Making. Decisions of the JSC shall be made by unanimous vote, with each Party’s representatives on the JSC collectively Party having one vote. No a single vote irrespective of the JSC may number of representatives actually in attendance at a meeting. Decisions will be taken unless included in the written minutes of a meeting, with such written minutes approved by all persons present at least one such a meeting of each Party’s representatives the JSC. If the Parties are unable to reach resolution within [*] days following the date the matter in dispute is present and participating in such vote. The first brought to the attention of the JSC’s decision-making authority , that matter shall be limited to those matters expressly delegated to it resolved in this Agreement. The JSC shall use reasonable efforts to resolve any disputes or disagreements concerning the matters within the scope of its authorityaccordance with Section 10.2.
Appears in 1 contract
Sources: Collaboration and License Agreement (Cytokinetics Inc)
Decision Making. Decisions of the JSC shall be made by unanimous vote, with each Partyparty’s representatives on the JSC collectively having one vote. No vote of the JSC may be taken unless at least one of each Partyparty’s representatives is present and participating in such for the JSC vote. The JSC’s decision-making authority shall be limited to those matters expressly delegated to it in this Agreement. The JSC shall use reasonable efforts to resolve any disputes or disagreements concerning the matters within the scope of its authority.
Appears in 1 contract
Sources: Collaboration and License Agreement (Trius Therapeutics Inc)
Decision Making. Decisions of Unless otherwise set forth in this Agreement or as may be mutually agreed by the Parties, the JSC shall be made will take action by unanimous voteconsent, with each Party’s representatives representatives’ (collectively) having a single vote on the JSC collectively having one vote. No vote JSC, irrespective of the JSC may be taken unless number of representatives actually in attendance at least one a meeting (i.e., a total of each Party’s representatives is present and participating in such vote. The JSC’s decision-making authority shall be limited to those matters expressly delegated to it in this Agreement. The JSC shall use reasonable efforts to resolve any disputes or disagreements concerning the matters within the scope of its authoritytwo votes).
Appears in 1 contract
Sources: Investment and Collaboration Agreement (BioLineRx Ltd.)
Decision Making. Decisions During the Option Period, decisions of the JSC shall be made by unanimous voteconsensus, with each Party’s representatives on the JSC collectively having one vote. No vote of the JSC may be taken unless at least one of each Party’s representatives is present and participating in such for the vote. The JSC’s decision-making authority Each Party shall be limited to those matters expressly delegated to it responsible for ensuring that, at all times, its representatives on the JSC act reasonably and in this Agreement. The JSC shall use reasonable efforts to resolve any disputes or disagreements concerning the matters within the scope of its authoritygood faith in carrying out their respective responsibilities hereunder.
Appears in 1 contract
Decision Making. With respect to decisions taken on matters placed by either party before the JSC, each Party shall have one vote. Decisions of the JSC shall be made by unanimous vote, with each Party’s representatives on approval of the JSC collectively having one voteParties. No vote If the members of the JSC cannot reach an agreement after commercially reasonable efforts to do so, then either Party’s representative to the JSC may be taken unless at least one refer such dispute to the [***] of each Party’s representatives is present and participating , who shall meet in person or by telephone within [***] ([***]) days after such vote. The JSC’s decision-making authority shall be limited referral to those matters expressly delegated to it attempt in this Agreement. The JSC shall use reasonable efforts good faith to resolve any disputes or disagreements concerning the matters within the scope of its authoritysuch dispute.
Appears in 1 contract
Sources: Compound License Agreement (Unity Biotechnology, Inc.)