Common use of Final Decision-Making Authority Clause in Contracts

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.