Common use of Decisions of the JRC Clause in Contracts

Decisions of the JRC. Decisions of the JRC will be made by [***], with each Party’s representatives collectively having [***]. It is understood that the expertise of both Parties is valuable for sound decision-making and wherever practical, both Parties will in good faith work collaboratively to reach sound final decisions conducive to successful Development. If the JRC cannot or does not, after good-faith efforts, reach agreement on an issue with respect to which it has authority within the scope of the JRC’s authority pursuant to Section 2.10.4, then such issue will be referred to the Senior Executives of each Party for resolution in good faith. If the Senior Executives of each Party are unable to resolve such dispute within [***] of such referral, then [***] shall have the final decision-making authority with respect to such issue unless it relates to the prioritization of Collaboration Targets, determining when to commence activities on a particular Collaboration Target, the criteria for selection of Hits or Selected Conjugates, the determination of whether such criteria are satisfied by any Hit or Conjugate, or the selection of Hits for conjugation (in which case [***] shall have the final decision-making authority with respect to such issues), provided however, that neither Party shall be obligated, as a result of a final decision by the other Party, to violate any obligation or agreement it may have with a Third Party or to incur any additional costs not agreed to in writing by such Party. The status quo shall be maintained until the dispute has been resolved.