Decision Making. The Research Committee shall operate by consensus but solely within the limits specified in this Section 2.2 (Project Management), it being understood that if the co-chairs cannot agree with regards to a specific matter within their decision-making authority, no decision of the Research Committee shall be deemed taken by the Research Committee. The Research Committee shall have the limited authority to amend the Research Plans in a manner not substantially affecting resources required to perform a Party’s obligations hereunder. Except for the limited authority set forth in this Section 2.2 (Project Management), the Research Committee shall not have any decision-making authority and in no event shall the Research Committee shall have the power to amend or waive compliance with this Agreement.

The Parties will collaborate and strive for consensus decision making on matters relating to First Generation Process Development, Early Second Generation Process Development, Later Second Generation Process Development, Commercial Scale-Up, Specifications and the choice of whether to use the First Generation Process or Second Generation Process for commercial manufacturing of Drug Substance, through the JMC. If the Parties are unable to agree on any such matters, the matter will be escalated to the JSC.

Decision-Making. The China Committee shall act by consensus. The representatives from each Party will have, collectively, one (1) vote on behalf of that Party. If the China Committee cannot reach consensus on an issue that comes before the China Committee and

Decision Making. Except as otherwise expressly provided in this Agreement, all matters regarding the Development Plan shall be decided by consensus by the China Committee.

Decision-Making. To the extent that the Parties disagree on matters relating to the […​…] of […​…] in the […​…] in the […​…] pursuant to this Agreement:

Decision Making. The JSC shall strive to seek consensus in its actions and decision making process and all decisions by the JSC shall be made by consensus, with each Party having collectively one (1) vote in all decisions. If after reasonable discussion and good faith consideration of each Party’s view on a particular matter before the JSC, the representatives of the Parties cannot reach an agreement as to such matter (to the extent that such matter requires the agreement of the Parties hereunder) within ​ after such matter was brought to the JSC for resolution or after such matter has been referred to the JSC, then, ​ shall have the final decision making authority with respect to such matter within the JSC’s authority; provided, however, that if # such decision relates to # ​, # ​, # ​, or # ​. For clarity, ​ under [clause (a), (b) or (c) above] to the extent such decision is reached in response to ​ in the [[3D Medicines:Organization]] Territory.

Decision-Making. All decisions of the JSC shall be made by unanimous vote, with TPTX’s representatives collectively having one (1) vote and Zai’s representatives collectively having one (1) vote. If after reasonable discussion and good faith consideration of each Party’s view on a particular matter before the JSC, the JSC cannot reach a decision as to such matter within ​ days after such matter was brought to the JSC for resolution, such matter shall be referred by the Parties’ Alliance Managers to the Chief Executive Officer of TPTX (or a senior officer designated by the Chief Executive Officer of TPTX) and the Chief Executive Officer of Zai (or a senior officer designated by the Chief Executive Officer of Zai) (the “Executive Officers”) for resolution. ​.

Decision-Making. All decisions of the JDC shall be made by unanimous vote, with TPTX’s representatives collectively having one (1) vote and Zai’s representatives collectively having one (1) vote. If after reasonable discussion and good faith consideration of each Party’s view on a particular matter before the JDC, the JDC cannot reach a decision as to such matter within ​ days after such matter was brought to the JSC for resolution, such matter shall be referred by the Parties’ Alliance Managers to the JSC for resolution in accordance with Section 3.2(f).

Decision Making. All Operating Committee decisions shall be taken unanimously. If the Operating Committee fails to make a decision, resolve a dispute, agree upon any necessary action, or if a Party so requests, in the event of a material breach of this Agreement, a senior officer of [[LGL:Organization]] and a senior officer of Mtron, neither of whom shall have any direct oversight or responsibility for the subject matter in dispute, shall attempt within a period of fourteen (14) days to conclusively resolve any such unresolved issue.

Decision-Making. Apellis shall retain sole decision-making authority over all matters within the scope of the JSC’s oversight other than the matters described in the foregoing [Section 5.2.2]. The unanimous approval of the JSC will be required with respect to all matters within its decision-making authority as described in the foregoing [Section 5.2.2]. The JSC Representatives of each Party will collectively have one (1) vote (with the result that each Party (rather than the individual JSC Representatives) has one vote). If the JSC cannot reach consensus on an issue for which it has decision-making authority, then Apellis shall have the final decision-making authority, provided that if SFJ disagrees with any such Apellis decision with regard to any of the matters set forth in [Section 5.2.2, SFJ]J] shall have the right to terminate this Agreement as provided in [Section 14.2.10].