Common use of Operational Decisions Clause in Contracts

Operational Decisions. Day-to-day operational level decisions concerning the Development and Commercialization of Products shall be made by the Party to which responsibility for such decisions has been allocated under the Agreement (each such decision, a “Party Implementation Matter”). Unless otherwise specified in this Agreement or directed by the appropriate Committee(s), BMS shall be the lead Party, and shall be primarily responsible for, all Development, regulatory activities and Manufacturing and Commercialization activities with respect to a Product. Any disputes with respect to a Party Implementation Matter shall first be referred to the Alliance Managers, and, if the dispute is not resolved within [****]* after such referral to the Alliance Managers, then, (A) with respect to Development and Regulatory Approval matters, the dispute shall be referred to the JDC for resolution, the JDC shall have final decision-making authority with respect to such matter, and BMS shall have the tie-breaking vote on such Committee with respect to such matter, subject to Section 2.4(c)(iv) and (B) with respect to Commercialization matters, the dispute shall be referred to the USJCC for discussion, after which BMS shall have the right to decide such matter.