Decision Making Authority. The Committee Deadlock shall be submitted by either Party to the Senior Managers of both Parties. The Senior Managers of each Party or their respective designees, shall attempt to resolve such Committee Deadlock within ​ days of submission. If the Senior Managers (or their respective designees) cannot resolve the Committee Deadlock, then ​, any material updates or amendments to the [[Unknown Identifier]] Program Collaboration Plan proposed by a Party to be made prior to the Option Closing Date shall be submitted to the JDC for review and comment. Within ​ Business Days of receiving such proposed update or amendment, the JDC will, in turn, submit such reviewed updates and amendments thereto to the JSC for review and approval. The JSC shall review and approve proposed amendments presented by the JDC to it within ​ Business Days thereafter. Notwithstanding the foregoing, # ​ shall not modify the requirements for the Option Data Package unless otherwise mutually agreed by the Parties in writing and # ​ with respect to the calculation or reconciliation, as applicable, of Shared Development Costs and the Pre-Tax Profit or Loss, which for clarity any disagreement by a Committee or by the Parties with respect thereto shall be resolved in accordance with [Sections 7.20 and 7.21]1]. Neither Party shall have the right to use its final decision-making authority to resolve disputes arising out of the interpretation of this Agreement, which for clarity shall be resolved in accordance with [Section 15.2].

Decision Making. The JSC members will use reasonable efforts to reach agreement on any and all matters that the JSC has the authority to decide and endeavor to reach consensus on all such matters, taking into consideration the views of each Party. If the JSC is unable to reach consensus (with the CRISPR JSC members collectively having one (1) vote and the [[Nkarta:Organization]] JSC members collectively having one (1) vote) with respect to any such matter within ​ Business Days, the matter ​. In resolving any matter that the JSC has authority to decide, the JSC will ​.

JSC Decision-Making; Final-Decision Making Authority. The JSC will strive to act by consensus. The JSC will make decisions by unanimous vote, with each Party’s representatives on the JSC collectively having one vote. No vote of the JSC may be taken unless at least two of each Party’s representatives are present for the JSC vote. If the JSC is unable to decide or resolve unanimously any matter properly presented to it for action and that is within its authority, then the Parties shall refer the issue to the Chief Executive Officer of Verrica (or an executive officer of Verrica designated by the Chief Executive Officer of Verrica) and the Chief Executive Officer of Licensee (or an executive officer of Licensee designated by the Chief Executive Officer of Licensee) (in each case, such Party’s “Senior Executive”), who will promptly meet and attempt in good faith to resolve such issue within ​. If the Senior Executives cannot resolve such matter within ​ of the date such matter is first referred to them, then such matter will be resolved as follows:

Final Decision Making Authority. If the Joint Team is unable to reach unanimous agreement on any matter for which the Joint Team is responsible, then,

Decision-Making. The representatives from each Party on the JSC will have, collectively, ​ vote on behalf of that Party, and all decision making will be by consensus. Disputes at the JSC will be handled in accordance with Section 3.3 (Resolution of JSC Disputes).

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 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.

The JSC shall decide matters within its responsibilities set forth in Section 5.3, as well as on any matter that is referred to it by the JOC and/or the JMC for resolution pursuant to [Section 5.7.5].

Final Decision-Making Authority. If the Senior Officers do not agree on the resolution of any matter referred to them pursuant to [Section 3.5.1] within ​ after such matter was first referred to them (or such other time period as may be agreed upon by the Senior Officers), then subject to the remainder of this [Section 3.5.2], ​ shall have final decision-making authority ​; provided, that ​.

Final Decision-Making Authority. If the Executive Officers are unable to reach consensus on any such matter within ​ days after its submission to them, then:

Subject to the remainder of this [Section 2.1(j)], all decisions of the JSC shall be made by consensus, with each Party’s JSC representatives collectively having […​…].