Within the JSC. Subject to the exceptions specified below in this Section 2.7(b), all decisions within the JSC (whether originating there, or referred to it by an operating Committee) shall be made by consensus. If a matter is referred by an operating Committee to the JSC, it shall use good faith efforts, in compliance with Section 2.7(d), to resolve promptly such matter. If the JSC is unable to reach consensus on any issue for which it is responsible other than those addressed below, within [*] after a Party affirmatively states that a decision needs to be made, either Party may elect to submit such issue to the Parties’ Executive Officers in accordance with Section 2.7(c). Notwithstanding the foregoing, but subject to Section 16.6: (i) [*] shall have the final say with respect to the following matters (without obligation to refer such matter to the Executive Officers): (1) [*] of any [*] or [*] of the [*] for a [*] in the [*] for the [*], to the extent necessary to maintain the [*] that are agreed upon in the [*] (it being understood that [*] do not include any determination of whether and when (A) to [*] that are not contemplated by [*] or (B) to [*]); [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the securities and exchange commission pursuant to rule 24b-2 of the securities exchange act of 1934, as amended. (2) [*] in the [*] regarding the [*] (or [*] equivalents (e.g., [*]) contemplated in the [*], to the extent necessary to maintain the [*] that are agreed upon in the [*], provided that such [*] shall exclude the determination of the [*] to be [*] or other [*] in connection with the [*] (or [*] equivalents), which determination shall remain subject to consensus decision-making by the [*] (it being understood that the recommendation by the [*] and determination by the [*] regarding whether to [*] for the [*] or both shall not constitute a [*] pursuant to this Section 2.7(b)(i)(2), and shall remain subject to consensus decision-making by the [*]); and (3) prior to [*] of [*] for [*] the [*], as applicable, [*] (including [*]) supporting [*] of the [*] for a [*] in the [*], as applicable, to the extent necessary to maintain the [*] that are agreed upon in the [*]; provided that [*] may not exercise its final say with respect to any such [*] with respect to the [*] in a manner that would result in a significant adverse impact to the [*] of such [*] in the [*] (it being understood that [*] matters reserved for [*]’s final say do not include (x) the selection after the Effective Date of [*] or the entering into of any agreement therewith after the Effective Date, which selection or agreement is inconsistent with the [*] or (y) the selection of [*] of the [*] to [*] and the recommendation to the [*] of [*] should be selected for purposes of [*], each of which shall remain subject to consensus decision making by the [*]). (ii) [*] shall have the final say with respect to the following matters (without obligation to refer such matter to the Executive Officers): (1) all matters to the extent pertaining to the Exploitation of Collaboration Molecules and Products (including a decision to pursue any [*] of a Product) with respect to the Licensed Territory, other than (x)(A) [*] (including a [*]) that is not contemplated by the [*] or (B) the [*] of any [*], in each case ((A) and (B)) which [*] believes reasonably and in good faith may result in [*], and (y) a [*] a [*] or a [*]; (2) following [*], all [*] (including [*]) in the Territory (it being understood that such [*] do not include the selection of [*] of the [*] to [*] and the recommendation to the [*] of [*] should be selected for purposes of [*], each of which shall remain subject to consensus decision making by the [*]); (3) [*] of the [*] with respect to Products; (4) issues relating to the [*] of [*] set forth in a [*] if [*] desires that such [*] should be [*] than [*] desires it to be; provided that in such event, [*] shall, if it elects to [*], be [*] for [*] of [*] beyond the [*] that [*] [*], shall be permitted to [*] from any [*] from [*] with respect to [*] hereunder (provided that no [*] shall [*] any [*] by [*], with any [*] that is [*] by the foregoing limitation being [*], subject at all times to such limitation), and shall be permitted to [*] with respect to any [*] in the event of termination or expiration of this Agreement with respect to the [*]; and (5) [*] to the extent necessary to maintain the [*] that are agreed upon in the [*]; (6) so long as [*] is not [*] pursuant to the [*], issues relating to the [*] of [*] and [*]; and (7) issues relating to [*] and [*], and their [*] equivalents, with respect to [*]. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the securities and exchange commission pursuant to rule 24b-2 of the securities exchange act of 1934, as amended.
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Within the JSC. Subject to the exceptions specified below in this Section 2.7(b), all decisions within the JSC (whether originating there, or referred to it by an operating Committee) shall be made by consensus. If a matter is referred by an operating Committee to the JSC, it shall use good faith efforts, in compliance with Section 2.7(d), to resolve promptly such matter. If the JSC is unable to reach consensus on any issue for which it is responsible other than those addressed below, within [*] after a Party affirmatively states that a decision needs to be made, either Party may elect to submit such issue to the Parties’ Executive Officers in accordance with Section 2.7(c). Notwithstanding the foregoing, but subject to Section 16.6:
(i) [*] shall have the final say with respect to the following matters (without obligation to refer such matter to the Executive Officers):
(1) [*] of any [*] or [*] of the [*] for a [*] in the [*] for the [*], to the extent necessary to maintain the [*] that are agreed upon in the [*] (it being understood that [*] do not include any determination of whether and when (A) to [*] that are not contemplated by [*] or (B) to [*]); [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the securities and exchange commission pursuant to rule 24b-2 of the securities exchange act of 1934, as amended.;
(2) [*] in the [*] regarding the [*] (or [*] equivalents (e.g., [*]) contemplated in the [*], to the extent necessary to maintain the [*] that are agreed upon in the [*], provided that such [*] shall exclude the determination of the [*] to be [*] or other [*] in connection with the [*] (or [*] equivalents), which determination shall remain subject to consensus decision-making by the [*] (it being understood that the recommendation by the [*] and determination by the [*] regarding whether to [*] for the [*] or both shall not constitute a [*] pursuant to this Section 2.7(b)(i)(2), and shall remain subject to consensus decision-making by the [*]); and
(3) prior to [*] of [*] for [*] the [*], as applicable, [*] (including [*]) supporting [*] of the [*] for a [*] in the [*], as applicable, to the extent necessary to maintain the [*] that are agreed upon in the [*]; provided that [*] may not exercise its final say with respect to any such [*] with respect to the [*] in a manner that would result in a significant adverse impact to the [*] of such [*] in the [*] (it being understood that [*] matters reserved for [*]’s final say do not include (x) the selection after the Effective Date of [*] or the entering into of any agreement therewith after the Effective Date, which selection or agreement is inconsistent with the [*] or (y) the selection of [*] of the [*] to [*] and the recommendation to the [*] of [*] should be selected for purposes of [*], each of which shall remain subject to consensus decision making by the [*]).
(ii) [*] shall have the final say with respect to the following matters (without obligation to refer such matter to the Executive Officers):
(1) all matters to the extent pertaining to the Exploitation of Collaboration Molecules and Products (including a decision to pursue any [*] of a [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Product) with respect to the Licensed Territory, other than (x)(A) [*] (including a [*]) that is not contemplated by the [*] or (B) the [*] of any [*], in each case ((A) and (B)) which [*] believes reasonably and in good faith may result in [*], and (y) a [*] a [*] or a [*];
(2) following [*], all [*] (including [*]) in the Territory (it being understood that such [*] do not include the selection of [*] of the [*] to [*] and the recommendation to the [*] of [*] should be selected for purposes of [*], each of which shall remain subject to consensus decision making by the [*]);
(3) [*] of the [*] with respect to Products;
(4) issues relating to the [*] of [*] set forth in a [*] if [*] desires that such [*] should be [*] than [*] desires it to be; provided that in such event, [*] shall, if it elects to [*], be [*] for [*] of [*] beyond the [*] that [*] [*], shall be permitted to [*] from any [*] from [*] with respect to [*] hereunder (provided that no [*] shall [*] any [*] by [*], with any [*] that is [*] by the foregoing limitation being [*], subject at all times to such limitation), and shall be permitted to [*] with respect to any [*] in the event of termination or expiration of this Agreement with respect to the [*]; and
(5) [*] to the extent necessary to maintain the [*] that are agreed upon in the [*];
(6) so long as [*] is not [*] pursuant to the [*], issues relating to the [*] of [*] and [*]; and
(7) issues relating to [*] and [*], and their [*] equivalents, with respect to [*]. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the securities and exchange commission pursuant to rule 24b-2 of the securities exchange act of 1934, as amended.
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