Common use of JSC Decisions Clause in Contracts

JSC Decisions. All decisions of the JSC shall be made in good faith in the interest of furthering the purposes of this Agreement and the JSC members shall use their Commercially Reasonable Efforts to take decisions unanimously (but Section 4.1 shall apply if unanimity is not achieved). If the JSC is unable to agree on any matter, then either Party’s co-chairperson of the JSC may refer the disagreement to a meeting between the Chief Executive Officer of Epizyme (currently ▇▇▇▇▇▇ ▇▇▇▇▇) and the President of Abbott (currently ▇▇▇▇ ▇▇▇▇▇▇▇) which meeting shall take place as soon as practicable, but in no event later than [**] days after the date of the relevant referral. Notwithstanding the foregoing, except as otherwise provided in this Agreement, following the foregoing referral and meeting, if such officers are unable to resolve the issue by mutual agreement: (a) Epizyme will have the unilateral right to make final decisions that solely impact the development, manufacture or marketing of any Epizyme Product; and (b) Abbott will have the unilateral right to make final decisions that solely impact the development, manufacture or marketing of the Diagnostic Test; provided that neither Party shall be entitled to make a unilateral decision which imposes an obligation on the other Party to take on a financial obligation or deviates from the previously approved Development Plan, Regulatory Plan or Commercialization Plan or which is inconsistent with such Party’s obligations under this Agreement. A description of the escalation process is set forth in Exhibit G. Matters that remain unresolved after the escalation process set forth in Exhibit G and that are not subject to resolution under either Party’s final decisionmaking authority may be submitted for resolution by either Party as set forth in Exhibit I.