Final Decision-Making Authority Clause Samples
The Final Decision-Making Authority clause designates a specific individual or entity as having the ultimate power to make binding decisions on certain matters within an agreement or organization. In practice, this clause clarifies who has the last word in cases of disputes, disagreements, or when consensus cannot be reached, often applying to project management, business partnerships, or governance structures. Its core function is to streamline decision-making processes and prevent deadlocks by ensuring there is a clear, authoritative resolution mechanism.
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Final Decision-Making Authority. Each Party shall have final decision-making authority with respect to the issues described in this Section 2.6(b)); provided that such Party shall consider in good faith the input and recommendations provided by the other Party through the applicable Committee prior to making such decision. Decisions made by a Party pursuant to this Section 2.6(b) are not subject to dispute resolution in accordance with Section 13.2(b), but shall be made only after a failure of the CGB to reach resolution on such issue, and failure of the Executive Officers to resolve such issue pursuant to Section 13.2(a). For the avoidance of doubt, the right of a Party to make final decisions with respect to any issue shall not otherwise diminish or eliminate such Party’s obligations under this Agreement, including its obligation to exercise Commercially Reasonable Efforts where required herein.
(i) Ovid shall have final decision-making authority with respect to: (x) [*]; and (y) [*], and (z) [*].
(ii) Takeda shall have final decision-making authority with respect to: (w) [*]; (x) [*]; (y) [*]; (z) [*]. In addition, following an election by Takeda to Take the Lead on any activities hereunder pursuant to Section 15.6(c), [*].
Final Decision-Making Authority. If the Executive Officers are unable to reach agreement on any such matter referred to them within [***] after such matter is so referred (or such longer period as the Executive Officers may agree upon), then:
(i) [***] will have final decision making authority on all aspects related to [***];
(ii) [***] will have final decision making authority on all aspects related to [***]; or
(iii) In relation to [***], [***] will have the final decision making authority for that country.
Final Decision-Making Authority. If the Executive Officers are unable to reach agreement on any such matter so referred within [***] after such matter is referred to them (or such longer period as the Executive Officers may agree upon), then, subject to Section 8.5.3 (Limitations on Decision Making):
Final Decision-Making Authority. If the Senior Officers are not able to agree on the resolution of any such issue within thirty (30) days after such issue was first referred to them, then subject to the remainder of this Section 2.7.2, (a) [***] shall have the final say on [***] (including [***]), (b) [***] and the [***] and (c) [***] shall have final decision making authority with respect to [***] (including, for clarity, [***] Notwithstanding the foregoing subsections (a), (b) and (c): (u) [***] final decision making authority with respect to [***] shall not be deemed to, and cannot be used to, limit or eliminate, [***] rights under [***] below or that would result in [***] breach of its covenants under [***] and [***] final decision making authority with respect to [***] shall not be deemed to, and cannot be used to limit or eliminate [***] rights under [***] below or that would result in [***] breach of its covenants under [***], (v) with respect to [***] shall consider in good faith any comments or concerns from [***] regarding the [***] as a result of [***] (w) [***] shall not have the right to make changes to [***] that will or are likely to have a material adverse effect on the applicable [***]; provided that if or to the extent that [***] the terms of [***] shall govern the Parties’ rights and obligations in respect of any such [***], (x) with respect to any [***] for which [***], [***] shall have the right to make any decision that [***]; provided that if or to the extent that any such changes will result in [***] , the terms of [***] shall govern the Parties’ rights and obligations in respect of any such [***], (y) neither Party shall use its final decision-making authority to (i) require the other Party to violate any Applicable Law, clinical or non-clinical research ethical requirement (including the conduct of any animal study that would not [***] or any requirement necessary to comply with an informed consent form), or any agreement it may have with any Third Party, (ii) amend the terms and conditions of this Agreement, (iii) other than as specifically set out in [***], require the other Party to [***] unless the Parties have agreed as to [***], and (z) [***] shall not have the right to (i) require [***] in excess of [***] required for the [***] as set out in [***] or (ii) require [***] that is reasonably expected to result in [***] (i.e., for which neither Party has exercised its decision making authority under this Section 2.7.2).
Final Decision-Making Authority. If the Executive Officers are unable to reach unanimous agreement on any such matter within [***] Business Days after the meeting between the Executive Officers, then, subject to Section 7.5.4 (Exercise of Decision-Making Authority), the following will apply:
(a) if the escalated matter relates to a dispute over (i) whether the [***] have been met with respect to a Category 3 Program, or (ii) [***], then, in each case ((i) and (ii)):
(i) each Party will appoint an independent Third Party expert having at least 15 years of pharmaceutical and biotechnology industry experience and such Third Party experts will appoint a third independent Third Party expert (the “Third Party Experts”) to resolve such matter;
(ii) each Party will be entitled, within [***] Business Days after the appointment of the final Third Party Expert, to make a written submission to the Third Party Experts explaining the basis for such Party’s position;
(iii) the Third Party Experts will render a decision on such matter within [***] Business Days after such Third Party Experts’ receipt of the last such written submission by the Parties, which decision will be final and binding on the Parties; and
(iv) each Party will be responsible for its own costs and expenses; provided, however, that the fees of the Third Party Experts will be borne by the Party against which the Third Party Experts decide;
(b) if the escalated matter relates to approval of (i) [***], (ii) [***], (iii) [***], or (iv) [***], then neither Party will have final decision-making authority with respect to such matter [***];
(c) if the escalated matter relates to [***], then [***] neither Party will have final decision-making authority with respect to such matter and the Parties will continue operating under the status quo prior to such dispute [***];
(d) if the escalated matter relates to [***], then Arrowhead will have final decision-making authority with respect to such matter; and
(e) if the escalated matter relates to [***], then [***] Sarepta will have final decision-making authority with respect to such matter.
Final Decision-Making Authority. If the Executive Officers are unable to reach agreement on any such matter referred to them within 15 Business Days after such matter being so referred (or such longer period as the Executive Officers may agree upon), then:
Final Decision-Making Authority. The Party with final decision-making authority shall make its decision in good faith, subject to the terms and conditions of this Agreement as follows:
Final Decision-Making Authority. If the Senior Officers cannot in good faith resolve a particular matter within [***] after such matter has been referred to them, then: [***]
Final Decision-Making Authority. If the Parties are unable to resolve a given dispute within the purview of a Committee within [**] Business Days after referring such dispute to the Executive Officers pursuant to Section 3.08 (Executive Officers; Disputes), then, subject to Section 3.10 (Limitations on Decision-Making):
(a) the Executive Officer of Tetraphase shall have the deciding vote on any matter that has any material adverse impact on the Development, Regulatory Approval process or Commercialization for any Eravacycline Product outside the Territory, including as a result of a material adverse impact on (i) the Research, Development or Commercialization of the Licensed Compound or any Eravacycline Product in any way outside the Territory or the Research or Manufacture of the Licensed Compound or any Eravacycline Product, (ii) the scope, validity or enforceability of any Tetraphase Technology or (iii) in Tetraphase’s reasonable opinion, any In-License Agreement; and
(b) the Executive Officer of Licensee shall have the deciding vote on any matter solely related to the Development or Commercialization of Licensed Products in the Field in the Territory; provided that such matter does not fall under Tetraphase’s final decision-making authority pursuant to Section 3.09(a). Any decision made by an Executive Officer in accordance with this Section 3.09 (Final Decision-Making Authority) shall be deemed to be a decision of the relevant Committee.
Final Decision-Making Authority. If the Executive Officers are unable to reach agreement on any such matter referred to them within [***] days after such matter is so referred (or such longer period as the Executive Officers may agree upon), then: