Common use of Final Decision-Making Authority Clause in Contracts

Final Decision-Making Authority. If the Executive Officers are unable to reach unanimous agreement on any such matter within [**] of the meeting between the Executive Officers, then no action will be taken as to the escalated matter until a joint decision can be made by the Parties, except that the following will apply: 2.7.3.1 except as set forth in Section 3.3.2 (Additional Indications Development), if the escalated matter relates to [**], then (a) [**] or (b) with respect to a [**]; 2.7.3.2 if the escalated matter relates to Development of a Licensed Product for a new Indication, then the [**]; 2.7.3.3 if the escalated matter relates to any Major Commercialization Activity, then [**]; 2.7.3.4 if the escalated matter relates to the inventory holding and ship to strategy with respect to any Licensed Product in the Profit-Share Territory, then [**] will have final decision-making authority with respect to such matter; provided that [**]; 2.7.3.5 the Development Lead Party for an activity will have final decision-making authority with respect to [**]; 2.7.3.6 if the escalated matter relates to any Pricing Matter under a Joint Commercialization Plan as described in Section 5.7.1 (Pricing Matters), then the [**]; 2.7.3.7 if the escalated matter relates to any dispute between the Parties with respect to the contents of any Biogen Publication, as described in Section 10.2.2 (Right to Review), then [**] will have final decision-making authority with respect to such matter; 2.7.3.8 if the escalated matter pertains to [**]; and 2.7.3.9 with respect to any matter set forth in this Section 2.7.3 (Final Decision-Making Authority) for which [**] has final decision-making authority, [**].