JMC SHALL HOLD AT LEAST ONE
(1) MEETING PER CALENDAR QUARTER AT SUCH TIMES DURING SUCH CALENDAR QUARTER AS
THE CHAIRPERSON ELECTS TO DO SO.
MEETINGS OF THE JMC SHALL BE EFFECTIVE ONLY IF
AT LEAST ONE (1) REPRESENTATIVE OF EACH PARTY IS PRESENT OR PARTICIPATING.
THE
JMC MAY MEET EITHER (A) IN PERSON AT EITHER PARTY'S FACILITIES OR AT SUCH
LOCATIONS AS THE PARTIES MAY OTHERWISE AGREE OR (B) BY AUDIO OR VIDEO
TELECONFERENCE; PROVIDED, THAT NO LESS THAN ONE (1) MEETING OF THE JMC DURING
EACH CALENDAR YEAR SHALL BE CONDUCTED IN PERSON.
OTHER REPRESENTATIVES OF EACH
PARTY INVOLVED WITH THE PRODUCT MAY ATTEND MEETINGS AS NON-VOTING PARTICIPANTS,
SUBJECT TO THE CONFIDENTIALITY PROVISIONS SET FORTH IN THIS AGREEMENT.
ADDITIONAL MEETINGS OF THE JMC MAY ALSO BE HELD WITH THE CONSENT OF EACH PARTY,
OR AS REQUIRED UNDER THIS AGREEMENT, AND NEITHER PARTY SHALL UNREASONABLY
WITHHOLD ITS CONSENT TO HOLD SUCH ADDITIONAL MEETINGS.
EACH PARTY SHALL BE
RESPONSIBLE FOR ALL OF ITS OWN EXPENSES INCURRED IN CONNECTION WITH
PARTICIPATING IN THE JMC MEETINGS.
2.4
DECISION MAKING; AUTHORITY.
(A)
APPROVAL BY THE JMC.
SUBJECT TO THE
PROVISIONS OF THIS SECTION 2.4, THE JMC SHALL APPROVE MATTERS BEFORE IT ONLY
FOLLOWING A UNANIMOUS VOTE, WITH EACH PARTY HAVING ONE (1) VOTE.
IF THE JMC
FAILS TO REACH UNANIMOUS AGREEMENT ON A MATTER BEFORE IT FOR DECISION FOR A
PERIOD IN EXCESS OF THIRTY (30) DAYS, THE MATTER SHALL BE REFERRED TO THE JSC AS
CONSTITUTED UNDER AND IN ACCORDANCE WITH THE LICENSE AGREEMENT AND ANY DISPUTE
THAT MAY ARISE FROM SUCH MATTER SHALL BE RESOLVED PURSUANT TO THE TERMS OF
SECTION 3.5 OF THE LICENSE AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THIS AGREEMENT OR THE LICENSE AGREEMENT, NEITHER ANY PARTY, THE JSC NOR ANY
EXPERT PANEL SHALL EXERCISE ITS RIGHT TO FINALLY RESOLVE A DISPUTE PURSUANT TO
THE LICENSE AGREEMENT IN A MANNER THAT (I) EXCUSES SUCH PARTY FROM ANY OF ITS
OBLIGATIONS SPECIFICALLY ENUMERATED UNDER THIS AGREEMENT, (II) NEGATES ANY
CONSENT RIGHTS OR OTHER RIGHTS SPECIFICALLY ALLOCATED TO THE OTHER PARTY UNDER
THIS AGREEMENT, (III) WOULD CAUSE ACORDA TO BREACH AN ACORDA THIRD PARTY
AGREEMENT (INCLUDING ANY ACORDA SUPPLY AGREEMENT) OR TO REQUIRE ANY THIRD PARTY
TO TAKE ANY ACTIONS NOT REQUIRED TO BE PERFORMED BY SUCH THIRD PARTY UNDER ANY
ACORDA THIRD PARTY AGREEMENT, (IV) INCREASES THE DEVELOPMENT PLAN COSTS FOR THE
OTHER PARTY FOR A GIVEN CALENDAR YEAR BY MORE THAN [*****] ABOVE THE THEN
CURRENT DEVELOPMENT BUDGET FOR THE CALENDAR YEAR, OR (V) WOULD REQUIRE EITHER
PARTY (OR REQUIRE ACORDA TO REQUIRE A THIRD PARTY)
TO PERFORM ANY ACT THAT IT
(OR SUCH THIRD PARTY) REASONABLY BELIEVES TO BE INCONSISTENT WITH ANY LAW OR ANY
APPROVAL, ORDER, POLICY OR GUIDELINES OF A REGULATORY AUTHORITY; PROVIDED, THAT,
IF SUCH DECISION WOULD REQUIRE ACORDA, IN ORDER TO COMPLY WITH SUCH DECISIONS,
TO COMPEL THE THIRD PARTY COUNTERPARTY TO AN ACORDA THIRD PARTY AGREEMENT TO
PERFORM ANY ACT OR TO REFRAIN FROM PERFORMING ANY ACT, LICENSEE ACKNOWLEDGES AND
AGREES