Common use of Limitations on the Authority of Committees Clause in Contracts

Limitations on the Authority of Committees. Each Committee shall have solely the powers expressly assigned to it in this Article 2 and elsewhere in this Agreement or as otherwise agreed to by Party Written Consent. A Committee shall not have any power to amend, modify, or waive compliance with this Agreement. Neither Alder nor BMS shall have any right to unilaterally modify or amend or waive its own compliance with the terms of this Agreement. The Parties further agree that (i) no Committee shall have any authority with respect to the amendment or modification of, or waiver of compliance with, this Agreement, which matters may be approved only by the Party Written Consent of both Parties, (ii) any matter that otherwise would be within the jurisdiction of a Committee may be agreed or resolved by mutual Party Written Consent, and (iii) all determinations made by a Committee shall comply with the terms of this Agreement. For purposes of this Agreement, “Party Written Consent” means, with respect to a matter that this Agreement states shall be expressly agreed to by a Party or by the Parties, the written agreement of the Party or Parties or the consent of the Party or Parties in writing, as the case may be, in each case executed on behalf of such Party or Parties by authorized representatives of such Party or Parties, provided that the approval of a Party’s representatives on an applicable Committee, in such capacities shall not constitute a Party Written Consent, and provided further, that membership on a Committee shall not prevent the representative of a Party from giving a Party Written Consent on behalf of such Party if such person otherwise is authorized to execute or give such Party Written Consent. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Limitations on the Authority of Committees. Each Notwithstanding the Committee structure established pursuant to Section 2.1(a) to oversee the Collaboration, each Party shall have solely retain the rights, powers expressly assigned and discretion granted to it under this Agreement, and no such rights, powers, or discretion shall be delegated to or vested in this Article 2 and elsewhere a Committee unless such delegation or vesting of rights is expressly provided for in this Agreement or as otherwise agreed to by Party Written Consentthe Parties expressly so agree in writing. A Without limiting the generality of the foregoing, no Committee shall not have any power to authority or jurisdiction to: (i) amend, modify, or waive compliance with this Agreement. Neither Alder nor BMS , any of which shall have any right to unilaterally modify or amend or waive its own compliance with require mutual written agreement of the terms of this Agreement. The Parties further agree that Parties; (iii) no Committee shall have any authority with respect to the amendment or modification of, or waiver of compliance with, interpret this Agreement, which matters may be approved only by or determine whether or not a Party has met its diligence or other obligations under the Party Written Consent Agreement or whether or not a breach of both Parties, (ii) any matter that otherwise would be within the jurisdiction of a Committee may be agreed or resolved by mutual Party Written Consent, and this Agreement has occurred; (iii) all determinations made by a Committee shall comply with the terms of this Agreement. For purposes of this Agreement, “Party Written Consent” means, with respect to a make any decision on any matter that this Agreement expressly states shall is an option or election to be expressly agreed to made by a Party Party; (iv) make any retroactive updates, amendments and modifications to, or by waivers of provisions of, a Development Plan or Commercialization Plan, any of which shall require the Parties, the written mutual agreement of the Parties; or (v) such other matters as are reserved to the consent, approval, agreement or other decision-making authority of one or both Parties in this Agreement and that are not required by this Agreement to be considered by a Committee prior to the exercise of such consent, approval or other decision-making authority. Notwithstanding the foregoing, neither Party or Parties or shall be restricted from bringing before any appropriate Committee for [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the consent Securities and Exchange Commission pursuant to Rule 24b-2 of the Party or Parties in writingSecurities Exchange Act of 1934, as amended. discussion any matter relating to the case may be, in each case executed on behalf of such Party or Collaboration that it believes warrants discussion between the Parties by authorized representatives of such Party or Partiesthrough the Committees, provided that the approval consideration of any such matter by any Committee shall not infringe or limit the exercise of a Party’s representatives on an applicable Committeeright of consent or approval or other decision-making authority granted to it by this Agreement, nor shall any such consideration, as contemplated by this sentence, subject any such right of consent or approval or other decision-making authority to any dispute resolution mechanism provided for in such capacities shall not constitute a Party Written Consent, and provided further, that membership on a Committee shall not prevent the representative of a Party from giving a Party Written Consent on behalf of such Party if such person otherwise is authorized to execute Section 2.7 or give such Party Written Consent. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDArticle 15 or elsewhere in this Agreement.

Limitations on the Authority of Committees. Each Notwithstanding the Committee structure established pursuant to Section 2.1(a) to oversee the Collaboration, each Party shall have solely retain the rights, powers expressly assigned and discretion granted to it under this Agreement, and no such rights, powers, or discretion shall be delegated to or vested in this Article 2 and elsewhere a Committee unless such delegation or vesting of rights is expressly provided for in this Agreement or as otherwise agreed to by Party Written Consentthe Parties expressly so agree in writing. A Without limiting the generality of the foregoing, no Committee shall not have any power to authority or jurisdiction to: (i) amend, modify, or waive compliance with this Agreement. Neither Alder nor BMS , any of which shall have any right to unilaterally modify or amend or waive its own compliance with require mutual written agreement of the terms of this Agreement. The Parties further agree that Parties; (iii) no Committee shall have any authority with respect to the amendment or modification of, or waiver of compliance with, interpret this Agreement, which matters may be approved only by or determine whether or not a Party has met its diligence or other obligations under the Party Written Consent Agreement or whether or not a breach of both Parties, (ii) any matter that otherwise would be within the jurisdiction of a Committee may be agreed or resolved by mutual Party Written Consent, and this Agreement has occurred; (iii) all determinations made by a Committee shall comply with the terms of this Agreement. For purposes of this Agreement, “Party Written Consent” means, with respect to a make any decision on any matter that this Agreement expressly states shall is an option or election to be expressly agreed to made by a Party Party; (iv) make any retroactive updates, amendments and modifications to, or by waivers of provisions of, a Development Plan or Commercialization Plan, any of which shall require the Parties, the written mutual agreement of the Party Parties; or Parties (v) such other matters as are reserved to the consent, approval, agreement or the consent other decision-making authority of the Party one or both Parties in writing, as this Agreement and that are not required by this Agreement to be considered by a Committee prior to the case may be, in each case executed on behalf exercise of such consent, approval or other decision-making authority. Notwithstanding the foregoing, neither Party or shall be restricted from bringing before any appropriate Committee for discussion any matter relating to the Collaboration that it believes warrants discussion between the Parties by authorized representatives of such Party or Partiesthrough the Committees, provided that the approval consideration of any such matter by any Committee shall not infringe or limit the exercise of a Party’s representatives on an applicable Committeeright of consent or approval or other decision-making authority granted to it by this Agreement, nor shall any such consideration, as contemplated by this sentence, subject any such right of consent or approval or other decision-making authority to any dispute resolution mechanism provided for in such capacities shall not constitute a Party Written Consent, and provided further, that membership on a Committee shall not prevent the representative of a Party from giving a Party Written Consent on behalf of such Party if such person otherwise is authorized to execute Section 2.7 or give such Party Written Consent. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDArticle 15 or elsewhere in this Agreement.

Limitations on the Authority of Committees. Each Notwithstanding the Committee structure established pursuant to Section 2.1(a) to oversee the Collaboration, each Party shall have solely retain the rights, powers expressly assigned and discretion granted to it under this Agreement, and no such rights, powers, or discretion shall be delegated to or vested in this Article 2 and elsewhere a Committee unless such delegation or vesting of rights is expressly provided for in this Agreement or as otherwise agreed to by Party Written Consentthe Parties expressly so agree in writing. A Without limiting the generality of the foregoing, no Committee shall not have any power to authority or jurisdiction to: (i) amend, modify, or waive compliance with this Agreement. Neither Alder nor BMS , any of which shall have any right require mutual written agreement of the Parties; (ii) interpret this Agreement, or determine whether or not a Party has met its diligence or other obligations under the Agreement or whether or not a breach of this Agreement has occurred; (iii) require Exelixis to unilaterally modify or amend or waive its own compliance [ * ] (other than [ * ], [ * ] that are carried out in accordance with the terms of this Agreement. The Parties further agree that (i) no Committee shall have [ * ], and any authority [ * ] obligations with respect to [ * ] that are set forth in the amendment or modification ofapplicable [ * ]) without Exelixis’ express written consent ([ * ]); (iv) require Exelixis to [ * ] (other than [ * ], or waiver of compliance with, this Agreement, which matters may be approved only by the Party Written Consent of both Parties, (ii) any matter [ * ] that otherwise would be within the jurisdiction of a Committee may be agreed or resolved by mutual Party Written Consentare carried out in accordance with [ * ], and (iii) all determinations made by a Committee shall comply with the terms of this Agreement. For purposes of this Agreement, “Party Written Consent” means, any [ * ] with respect to a [ * ] that are set forth in the applicable [ * ]) without Exelixis’ express written consent (which [ * ]); (v) require BMS to [ * ] (other than [ * ]) without BMS’ express written consent (which [ * ]); (vi) make any decision on any matter that this Agreement expressly states shall is an option or election to be expressly agreed to made by a Party Party; (vii) make any retroactive updates, amendments and modifications to, or by waivers of provisions of, a Clinical Plan, an Annual Clinical Plan or an Approved Plan, any which shall require the Parties, the written mutual agreement of the Party Parties; and (viii) such other matters as are reserved to the consent, approval, agreement or other decision-making authority of one or both Parties or in this [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the consent Securities and Exchange Commission pursuant to Rule 24b-2 of the Party or Parties in writingSecurities Exchange Act of 1934, as amended. Agreement and that are not required by this Agreement to be considered by one or more Committees prior to the case may beexercise of such consent, approval or other decision-making authority. For clarity, a Party’s right to cast a deciding vote on a matter in a Committee pursuant to Article 2 shall not, in each case executed on behalf and of itself, subject such matter to the preceding sentence. Notwithstanding the foregoing, neither Party or shall be restricted from bringing before any appropriate Committee for discussion any matter relating to the Collaboration that it believes warrants discussion between the Parties by authorized representatives of such Party or Partiesthrough the Committees, provided that the approval consideration of any such matter by any Committee shall not infringe or limit the exercise of a Party’s representatives on an applicable Committeeright of consent or approval or other decision-making authority granted to it by this Agreement nor shall any such consideration, as contemplated by this sentence, subject any such right of consent or approval or other decision-making authority to any dispute resolution mechanism provided for in such capacities shall not constitute a Party Written Consent, and provided further, that membership on a Committee shall not prevent the representative of a Party from giving a Party Written Consent on behalf of such Party if such person otherwise is authorized to execute Section 2.6(c) or give such Party Written Consent. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDArticle 14 or elsewhere in this Agreement.

Limitations on the Authority of Committees. Each Notwithstanding the Committee structure established pursuant to Section 3.1(a), each Party shall have solely retain the rights, powers expressly assigned and discretion granted to it under this Agreement, and no such rights, powers, or discretion shall be delegated to or vested in this Article 2 and elsewhere a Committee unless such delegation or vesting of rights is expressly provided for in this Agreement or as otherwise agreed to by Party Written Consentthe Parties expressly so agree in writing. A Without limiting the generality of the foregoing, no Committee shall not have any power to authority or jurisdiction to: (i) amend, modify, or waive compliance with this Agreement. Neither Alder nor BMS , any of which shall have any right to unilaterally modify or amend or waive its own compliance with require mutual written agreement of the terms of this Agreement. The Parties further agree that Parties; (iii) no Committee shall have any authority with respect to the amendment or modification of, or waiver of compliance with, interpret this Agreement, which matters may be approved only by or determine whether or not a Party has met its diligence or other obligations under the Party Written Consent Agreement or whether or not a breach of both Parties, (ii) any matter that otherwise would be within the jurisdiction of a Committee may be agreed or resolved by mutual Party Written Consent, and this Agreement has occurred; (iii) all determinations made require Exelixis to [ * ] (other than [ * ]) without Exelixis’ express written consent [ * ]; (iv) require Exelixis to [ * ] (other than [ * ]) without Exelixis’ express written consent [ * ]; (v) require Sanofi-Aventis to [ * ] without Sanofi- [ * ] = Certain confidential information contained in this document, marked by a Committee shall comply brackets, has been omitted and filed separately with the terms Securities and Exchange Commission pursuant to Rule 24b-2 of this Agreementthe Securities Exchange Act of 1934, as amended. For purposes of this Agreement, “Party Written Consent” means, with respect to a Aventis’ express written consent [ * ]; (vi) make any decision on any matter that this Agreement expressly states shall is an option or election to be expressly agreed to made by a Party or by the Parties, the written agreement of the Party or Parties or the consent of the Party or Parties in writing, as the case may be, in each case executed on behalf of such Party or Parties by authorized representatives of such Party or Parties, Party; (vii) make any decision that would require Exelixis to [ * ]; (viii) to [ * ] (provided that the approval appropriate Committee may propose a written amendment to be signed by both Parties which may [ * ]); (ix) adjust the Exelixis FTE Rate; or (x) make any decision matters that are reserved to the consent, approval, agreement or other decision-making authority of a Party’s representatives on an applicable Committee, one or both Parties in such capacities shall this Agreement and that are not constitute a Party Written Consent, and provided further, that membership on a Committee shall not prevent required by this Agreement to be considered by one or more Committees prior to the representative of a Party from giving a Party Written Consent on behalf exercise of such Party if such person otherwise is authorized to execute consent, approval or give such Party Written Consent. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDother decision-making authority.

Limitations on the Authority of Committees. Each Notwithstanding the Committee structure established pursuant to this ARTICLE 2 to oversee the Collaboration, each Party shall have solely retain the rights, powers expressly assigned and discretion granted to it under this Agreement, and no such rights, powers, or discretion shall be delegated to or vested in this Article 2 and elsewhere a Committee unless such delegation or vesting of rights is expressly provided for in this Agreement or as otherwise agreed to the Parties expressly so agree by Party Written Consent. A Committee shall not have any power to amend, modify, or waive compliance with this Agreement. Neither Alder nor BMS shall have any right to unilaterally modify or amend or waive its own compliance with the terms of this Agreement. The Parties further hereby agree that (ia) no Committee shall have any authority with respect to the amendment or amendment, modification of, or waiver of compliance with, with any provision of this Agreement, which matters may be approved only by Party Written Consent of the Parties or, in the case of a waiver of compliance, by the Party Written Consent of both Partiesthe Party entitled to waive such compliance, (iib) other than with respect to approval of the Global Development Plan, Global Commercialization Plan, Global Manufacturing Plan, and Global Medical Affairs Plan, no Committee shall have decision-making authority with respect to the Royalty Territory, (c) other than with respect to approval of each SGI Profit Share Territory Commercialization Plan and each Agensys Profit Share Territory Commercialization Plan, the Committees shall have no decision-making authority with respect to either Party’s Exclusive Profit Share Territory, (d) any matter that otherwise would be within the jurisdiction of a any Committee may be agreed or resolved by mutual Party Written Consent, and (iiie) any matter that is expressly reserved to the consent or other decision-making authority of a Party in this Agreement may be decided only by such Party, (f) any matter that is expressly reserved to the consent or agreement of both of the Parties may be decided only by the Party Written Consent, where indicated, by Party Written Consent or Joint Committee Consent, (g) all determinations made by a any Committee shall be subject to and shall comply with the terms of this Agreement. For purposes of this Agreement, “Party Written Consent” means, and (h) a Committee may not make any decision that is inconsistent with respect the Approved Plans unless an amendment to a matter that this Agreement states shall be expressly agreed to by a Party or the applicable Approved Plan addressing such inconsistency is approved by the Parties, the written agreement of the Party or Parties or the consent of the Party or Parties in writing, as the case may be, in each case executed on behalf of such Party or Parties by authorized representatives of such Party or Parties, provided that the approval of a Party’s representatives on an applicable Committee, in such capacities shall not constitute a Party Written Consent, and provided further, that membership on a Committee shall not prevent the representative of a Party from giving a Party Written Consent on behalf of such Party if such person otherwise is authorized to execute or give such Party Written Consent. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDJSC.