Common use of Limitations on Decision-Making Authority Clause in Contracts

Limitations on Decision-Making Authority. The foregoing provisions of Section 4.1.5 notwithstanding, neither Party shall have the right to exercise its final decision-making authority to unilaterally: (a) determine that it has fulfilled any obligations under this Agreement or that the other Party has breached any obligation under this Agreement; (b) subject to Section 4.1.7, determine that milestone events required for the payment of milestone payments have or have not occurred; (c) make a decision that is expressly stated to require the mutual agreement of the Parties; or (d) otherwise expand its rights or reduce its obligations under this Agreement, including by making any unilateral changes to the Tractable Hit Criteria, the Lead Candidate Criteria or the Development Candidate Selection Criteria.