Common use of JSC Decisions Clause in Contracts

JSC Decisions. Any decision by the JSC on any matter with respect to which it has authority must be made by consensus, with each Party having, collectively, a single vote on any such matter irrespective of the number of representatives of such Party in attendance at a meeting of the JSC; provided, that if, despite using reasonable efforts, the JSC cannot reach consensus on any such deadlocked matter within a period of [*] days (or such other period as the Parties may agree in writing) after it has met and attempted to reach such consensus, then either Party may, by written notice to the other Party, refer the deadlocked matter to the Executive Officers for resolution in the manner described in Section 20.6.2 (Dispute Escalation) (notwithstanding anything to the contrary contained in such Section); provided, however, that, if such Executive Officers do not reach agreement on such deadlocked matter within [*] days after such deadlocked matter is first referred to the Executive Officers, then, subject to Section 15.2.1(b), if applicable, on a Research Program-by-Research Program basis: (a) ▇▇▇▇▇▇ will have final decision-making authority on the JSC with respect to any decision: (i) involving the occurrence of a Research Milestone Event; (ii) involving the day-to-day implementation of any Seagen Research activity that is set forth in a Joint Research Plan, including any amendments thereto; (iii) involving the clinical Development and Commercialization of a Licensed Product; (iv) primarily related to (A) the conjugation of a Collaboration Degrader to an Antibody, or (B) the advancement of a Collaboration Degrader-Antibody Conjugate to a subsequent stage of Research or Development (for clarity, the Collaboration Degrader Criteria may be used in connection with decisions as to whether to advance particular Collaboration Degraders that are Directed To such Collaboration Degrader Target Set); and (v) to amend a Joint Research Plan (including amending a Joint Research Plan to remove any Degrader Target from a Collaboration Degrader Target Set, as described in Section 2.5 (Removal of Collaboration Degrader Targets), and any corresponding activity intended to optimize a Collaboration Degrader to cause pharmacologically relevant activity as a result of binding or degradation of the applicable Degrader Target); provided, that such amendment does not (A) add any Degrader Target to the applicable Collaboration Degrader Target Set (without limiting Seagen’s rights under Article 2 (Degrader Target Sets) or Article 3 (Gatekeeping)), or (B) require Nurix to (1) take any action that would or would reasonably be expected to result in a violation of Applicable Law, (2) breach or terminate any agreement between Nurix and a Third Party, (3) hire or engage additional employees or agents outside the ordinary course of business, (4) purchase any capital equipment solely for use in connection with such Joint Research Plan outside the ordinary course of business, or (5) acquire or expand any interest in real property. (b) Nurix, subject to its obligations to use Commercially Reasonable Efforts as described in Article 4 (Research), will have final decision-making authority on the JSC with respect to any decision primarily related to: (i) the allocation and use of Nurix resources in the performance of the Research activities assigned to Nurix under any Joint Research Plan; (ii) the day-to-day implementation of any Nurix Research activity that is set forth in the Joint Research Plan, including any amendments thereto; (iii) the design or synthesis of Collaboration Degraders; provided, that Nurix will not, and will not use its final decision-making authority herein to, unreasonably withhold, condition, or delay consent to any Seagen-requested change to the chemical composition of a Collaboration Degrader; provided, that (A) such Seagen-requested change is reasonable, (B) such Seagen-requested change would not cause Nurix to violate any exclusivity obligations owed to a Third Party, and (C) the resulting Collaboration Degrader would continue to be Directed To the applicable Collaboration Degrader Target Set; and (iv) the design and execution of Collaboration Degrader preclinical absorption, distribution, metabolism, and excretion (ADME) studies as contemplated by the applicable Joint Research Plan to be conducted by Nurix for the purposes of informing the activities in clause (ii) above; provided, that such design and execution are consistent with the applicable portions of such Joint Research Plan.