Common use of Limitations on Decision-Making Clause in Contracts

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.