Limitations on Decision-Making Sample Clauses

Limitations on Decision-Making. (a) Neither Party shall have the deciding vote on, and no Committee shall have decision-making authority regarding, any of the following matters: (i) the imposition of any requirements on the other Party to undertake obligations beyond those for which it is responsible, or to forgo any of its rights, under this Agreement; (ii) the imposition of any requirements that the other Party takes or declines to take any action that would result in a violation of any Law or any agreement with any Third Party or the infringement of intellectual property rights of any Third Party; (iii) the resolution of any dispute involving the breach or alleged breach of this Agreement; (iv) any decision that is expressly stated to require the mutual agreement (or similar language) of the Parties or the approval of the other Party; (v) any matters that would excuse such Party from any of its obligations under this Agreement; or (vi) modifying the terms of this Agreement or taking any action to expand or narrow the responsibilities of any Committee. (b) The decision-making Party shall make its decision in good faith, subject to the terms and conditions of this Agreement, and in a commercially reasonable manner without favoring other products being Developed, Manufactured or Commercialized by or on behalf of such Party or its Affiliates that are not Licensed Products. (c) In no event may the decision-making Party unilaterally determine that it has fulfilled any obligations hereunder or that the non-deciding Party has breached any obligations hereunder. (d) In no event may Licensee unilaterally determine that the events required for the payment of milestone payments have not occurred. (e) In no event may Tetraphase unilaterally determine that the events required for the payment of milestone payments have occurred.

Limitations on Decision-Making. (a) Notwithstanding anything in Section 3.11 (Final Decision-Making Authority) or elsewhere in this Agreement, neither Party shall have the deciding vote on, and no Committee shall have decision-making authority regarding, any of the following matters: (i) creation of and amendments to the Global Brand Strategy and Global Medical Affairs Strategy for Licensed Products; (ii) creation of and amendments to the Development Plans (subject to Astellas’ final decision making authority with respect to [***] therefor pursuant to Section 3.11(b)(iii) (Final Decision-Making Authority)); (iii) the imposition of any requirement on the other Party to undertake obligations beyond those for which it is responsible under this Agreement, or to forgo any of its rights under this Agreement, including, without limitation, the imposition on the other Party of an obligation to engage in, pay for, or otherwise be financially responsible for, any obligations or activities that represent a material increase to those obligations and activities mutually agreed upon in the Clinical Development Plan and associated agreed-upon budget; (iv) the imposition of any requirements that the other Party takes or declines to take any action that would result in a violation of any Law or any agreement with any Third Party or the infringement of intellectual property rights of any Third Party; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. (v) the resolution of any dispute involving the breach or alleged breach of this Agreement; (vi) the determination of whether the Parties will conduct any Joint Studies (other than those set forth in the Clinical Development Plan); (vii) the determination of whether a Party exerts Commercially Reasonable Efforts under this Agreement; (viii) any decision that is expressly stated to require the mutual agreement (or similar language) of a Committee or the Parties or the approval of the other Party (but not “approval” of a Committee); (ix) any matters that would excuse such Party from any of its obligations under this Agreement; or (x) modifying the terms of this Agreement or taking any action to expand or narrow the responsibilities of any Committee. (b) The decision-making Party shall make its decision in good faith, subject to the terms and conditions of this Agreement. (c) For clarity...

Limitations on Decision-Making. Notwithstanding anything to the contrary set forth in this Agreement, no decision of ▇▇▇▇▇▇▇ in the exercise of its final decision-making authority will (a) cause a Party to take or decline to take any action that would be reasonably likely to result in a violation of any Applicable Law, the requirements of any Regulatory Authority or any agreement between Morphic and any Third Party or that would be reasonably likely to result in the infringement, misappropriation or other violation of any Intellectual Property of any Third Party, (b) impose any obligation on either Party that would be in violation of such Party’s written standard operating procedures, written business policies or written compliance policies or procedures, (c) conflict with the terms and conditions of this Agreement, (d) determine that ▇▇▇▇▇▇▇ has fulfilled any obligations under this Agreement or that Morphic or its Affiliates have breached any obligation under this Agreement, (e) make a decision that is expressly stated to require the agreement or consent of the Parties or (f) expand ▇▇▇▇▇▇▇’▇ or its Affiliates’ rights or reduce its obligations under this Agreement.

Limitations on Decision-Making. Notwithstanding any provision to the contrary set forth in this Agreement, [***] will have the authority to: (a) modify or amend the terms and conditions of this Agreement; (b) waive or determine either Party’s compliance with the terms and conditions of under this Agreement; or (c) decide any issue in a manner that would conflict with the express terms and conditions of this Agreement. In addition, notwithstanding any provision to the contrary set forth in this Agreement, [***].

Limitations on Decision-Making. Notwithstanding any provision to the contrary set forth in this Agreement, without the other Party’s prior written consent, neither Party (in the exercise of a Party’s final decision-making authority), the JSC the JDC, nor a Party’s Executive Officer, in each case, may make a decision that could reasonably be expected to (a) require the other Party to take any action that such other Party reasonably believes would (i) require such other Party to violate any Applicable Law, the requirements of any Regulatory Authority, or any agreement with any Third Party entered into by such other ​ Party (including any Third Party IP Agreement) or (ii) require such other Party to infringe or misappropriate any intellectual property rights of any Third Party or (b) conflict with, amend, interpret, modify, or waive compliance under this Agreement, the Clinical Supply Agreement, the Commercial Supply Agreement, the Safety Agreement, or any other agreement between the Parties related to the subject matter set forth herein.

Limitations on Decision-Making. Notwithstanding anything to the contrary set forth in this Agreement, neither Party nor any Committee may make a decision that could reasonably be expected to (i) require the other Party to take any action that such other Party reasonably believes would (A) require such other Party to violate any Applicable Law, the requirements of any Regulatory Authority or (B) require such other Party to infringe or misappropriate any intellectual property rights of any Third Party; or (ii) conflict with, amend, interpret, modify, or waive compliance under this Agreement.

Limitations on Decision-Making. Notwithstanding any provision to the contrary set forth in this Agreement, without the other Party’s prior written consent, no decision of the JSC or a Party’s Executive Officer (in the exercise of a Party’s final decision-making authority on any such matters), in each case, may make a decision that could reasonably be expected to (a) result in a [****] in the other Party’s obligations, costs, or expenses under this Agreement, or any Global Development Plan or Territory-Specific Development Plan, unless, in each case, such actions are necessary for Blueprint to comply with Applicable Law as the Territory Sponsor or as the owner and holder of any Regulatory Submission, Regulatory Approval, or Reimbursement Approval, as applicable, for a Licensed Product in the Territory, (b) require the other Party to take any action that such other Party [****] would (i) require such other Party to violate any Applicable Law, the requirements of any Regulatory Authority, or any agreement with any Third Party entered into by such other Party or (ii) require such other Party to infringe or misappropriate any intellectual property rights of any Third Party, (c) conflict with, amend, interpret, modify, or waive compliance under this Agreement, or (d) impose any obligation on either Party that would be in violation of such Party’s written standard operating procedures, written business policies, or written compliance policies or procedures.

Limitations on Decision-Making. Notwithstanding anything to the contrary set forth in this Agreement, without the other Party’s prior written consent, no decision of the Executive Committee, either JSC, any other Subcommittee, or a Party’s Executive Committee Co-Chairperson (in the exercise of a Party’s decision‑making authority on any such matters), in each case may, without the other Party’s prior written consent, (a) be likely to [***], (b) impose any requirements that the other Party take or decline to take any action that a Party reasonably believes would result in a violation of any Applicable Law, the requirements of any Regulatory Authority, or any agreement with any Third Party (including any Collaboration In-License) or the infringement or misappropriation of intellectual property rights of any Third Party, or (c) conflict with, amend, interpret, modify, or waive compliance under this Agreement.

Limitations on Decision-Making. Without the other Party’s prior written consent, neither Party may unilaterally make a decision (in exercise of its final decision-making authority on any such matters) that (A) expands such Party’s contractual rights or reduces such Party’s contractual obligations under this Agreement, (B) results in a material increase in the other Party’s obligations, costs, or expenses or a material limitation to the other Party’s rights under this Agreement, (C) conflicts with this Agreement, or would be reasonably likely to result in a violation of applicable law, the requirement of any Regulatory Authorities or any agreement with any Third Party (including any Third Party License), or result in the infringement or misappropriation of intellectual property rights of any Third Party, or (D) is stated to require the agreement or consent of the Parties under Section 3.3(c)(i) (No Changes; Status Quo) or that is subject to the determination of the other Party pursuant to Section 3.3(c)(ii) ([***] Decisions) or Section 3.3(c)(iii) ([***] Decisions) (as applicable). In addition, no exercise by either Party of such Party’s decision-making authority can amend or waive compliance with any terms of this Agreement.