Decisions. Except as otherwise provided herein, with respect to Commercialization of the Product, all decisions of the JGC shall be made by consensus, with each Party having one vote. If the JGC cannot agree on a matter within its authority hereunder within thirty (30) days after it has met and attempted to reach such decision, then, either Party may, by written notice to the other, have such issue referred to the Executive Officers for resolution. The Parties’ respective Executive Officers shall meet within fifteen (15) days after such matter is referred to them, and shall negotiate in good faith to resolve the matter. If the Executive Officers are unable to resolve the matter within thirty (30) days after the matter is referred to them, then the issue shall be finally resolved by Evoke. Notwithstanding the foregoing or any other provision of this Agreement, Novos is not advising Evoke on legal and regulatory matters and Evoke shall make its own independent evaluation of such matters and proceed at its own risk with respect to the legal and regulatory compliance of the Commercialization of the Product.

Decisions. Any approval, determination or other action of the Joint Steering Committee shall require agreement of the members of the Joint Steering Committee, with each Party having one (1) vote. Action that may be taken at a meeting of the Joint Steering Committee also may be taken without a meeting if a written consent setting forth the action so taken is signed by all members of the Joint Steering Committee.

Decisions. The JDT shall operate as to matters within its responsibility by attempting to reach agreement by consensus, with each Party casting ​. In the event that agreement on a particular matter cannot be reached by the JDT within ​ or such longer period as the JDT members agree, after the JDT first meets to consider such

Decisions. Decisions of the JSC shall be made 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 one of each Party’s representatives is present for the vote.

Decisions. The JMT shall operate as to matters within its responsibility by attempting to reach agreement by consensus, with each Party casting ​. In the event that agreement on a particular matter cannot be reached by the JMT within ​ or such longer period as the JMT members agree, after the JMT first meets to consider such matter, the matter shall be referred to the JSC, which shall resolve such matter in accordance with [Section 2.4.3].

Decisions. Other than as set forth herein, in order to make any decision required of it hereunder, the JSC must have present (in person, by videoconference or telephonically) at least the co-chair of each Party (or his/her designee for such meeting). Decisions of the JSC shall be by consensus, with each Party having one (1) vote. If the JSC cannot reach consensus or a dispute arises which cannot be resolved within the JSC within ​, the co-chair of either Party may cause such dispute to be referred to the Designated Executive Officers for resolution within ​. In the event that consensus cannot be reached with respect to a decision after a meeting of the Designated Executive Officers, then, if the decision relates to # commercialization of any CTL Product, New CTL Product or ​ that has been included within the License Agreement pursuant to Section 2.3(d), including regulatory strategy for any such CTL Products, New CTL Products or ​, # changes to the Development Plan that would require a material change in the scope of activities for any Program thereunder, or an increase in the Budget for development activities relating to the Allogeneic CTL Programs or the Autologous CTL Programs, including any increase in the Budget pursuant to this Agreement (where Atara has not previously authorized such increase), or # the scope of research and development activities under, or budget for, any New Research Program, including whether or not to include such New Research Program within the Research Collaboration, the final decision will be made by ​. If a dispute arises which cannot be resolved by a subcommittee, the co-chair of either Party may cause such dispute to be referred to the JSC for resolution.

Decisions. The JSC shall operate as to matters within its responsibility by attempting to reach agreement by consensus, with each Party casting ​. If the JSC cannot, or does not, reach consensus on an issue at a meeting or within ​ thereafter, then # ​ and

Decisions. Other than as set forth herein, in order to make any decision required of it hereunder, the JSC must have present (in person, by videoconference or telephonically) at least the co-chair of each Party (or his/her designee for such meeting). Decisions of the JSC shall be by consensus, with each Party having one (1) vote. If the JSC cannot reach consensus or a dispute arises which cannot be resolved within the JSC within [ * ], the co-chair of either Party may cause such dispute to be referred to the Designated Executive Officers for resolution within [ * ]. In the event that consensus cannot be reached with respect to a decision after a meeting of the Designated Executive Officers, then, if the decision relates to # commercialization of any CTL Product, New CTL Product or [ * ] that has been included within the License Agreement pursuant to Section 2.3(d), including regulatory strategy for any such CTL Products, New CTL Products or [ * ], # changes to the Development Plan that would require a material change in the scope of activities for any Program thereunder, or an increase in the Budget for development activities relating to the Allogeneic CTL Programs or the Autologous CTL Programs, including any increase in the Budget pursuant to this Agreement (where Atara has not previously authorized such increase), or # the scope of research and development activities under, or budget for, any New Research Program, including whether or not to include such New Research Program within the Research Collaboration, the final decision will be made by [ * ]. If a dispute arises which cannot be resolved by a subcommittee, the co-chair of either Party may cause such dispute to be referred to the JSC for resolution.

Decisions. All decisions of the JSC, the Core Team and any other joint (sub)committee or team formed under the MSA or any applicable PSA, except as expressly set forth herein, shall be made by the unanimous agreement of all of its members or their designated representatives, and shall be reflected in written meeting reports which summarily address topics discussed, delegation of work, schedules and decision of such committee or team. Written reports of the JSC and Core Team shall be subject to approval by the authorized representatives of the Parties; provided, however, that no joint (sub)committee or team herein may amend or waive any provision of the MSA or applicable PSA, including without limitation, the financial terms set forth in Section 9. The MSA and any PSA may be amended, and any provision of the MSA or any PSA may be waived, pursuant to [Section 17.10] only.

Decisions. Except as otherwise provided herein, all decisions of the JSC shall be made by consensus, with each Party collectively having one vote. The Parties shall use good faith, reasonable efforts to attempt to reach consensus on each matter submitted to the JSC. If the JSC cannot agree on a matter within the JSC’s authority within ten (10) Business Days after it has met and attempted to reach such decision, then # EISAI shall have the right to determine the resolution of such matters relating to the [[Address B:Address]] Development Plan and to [[Address B:Address]]-Specific Development Activities, regulatory and Commercialization issues in the EISAI Territory and, to the extent EISAI has assumed Manufacturing responsibility for the EISAI Territory in accordance with [Section 3.3.2], Manufacturing issues relating to the EISAI Territory in its sole discretion, and # [[EPIZYME:Organization]] shall have the right to determine the resolution of all other matters, including matters relating to the Global Development Plan and to global Development, Manufacturing, regulatory and Commercialization issues, in its sole discretion.