2. Supply and Other Responsibilities
d. Resolution of JSC Disputes.
- Referral to Executive Officers. If a Party makes an election under Section 2.7.C.2 (Decisions of the JSC) to refer a matter on which the JSC cannot reach a [***] decision for resolution by the Executive Officers, then the JSC will submit in writing the respective positions of the Parties to their respective Executive Officers. The Executive Officers will use good faith efforts to resolve any such matter so referred to them [***], and any final decision that the Executive Officers agree to in writing will be conclusive and binding on the Parties.
- Final Decision-Making Authority. If the Executive Officers are unable to reach agreement on any such matter referred to them within [***] after such matter is so referred (or such longer period as the Executive Officers may agree upon), then:
(i) [***] will have final decision making authority on all aspects related to [***];
(ii) [***] will have final decision making authority on all aspects related to [***]; or
(iii) In relation to [***], [***] will have the final decision making authority for that country.
14. General Provisions
14.5 Negotiation; Escalation. The Parties will negotiate in good faith and use [***] to settle any dispute under this Agreement, other than matters subject to resolution under Article 2.7 (Governance). Any dispute as to the breach, enforcement, interpretation, or validity of this Agreement will be referred to the Executive Officers. If the Executive Officers are unable to resolve such dispute within [***] after such dispute is referred to them ([***]), then, upon the written request of either Party to the other Party, other than a dispute relating to the scope, validity, enforceability, or infringement of any Patent Rights or trademark rights ([***]), the dispute will be subject to remedial action by any such Party in compliance with Section 14.4 (Governing Law).
14.6 Equitable Remedy. The Parties acknowledge and agree that there may be no adequate remedy at law for any breach of a Party’s obligations under ARTICLE 10 (Warranties), ARTICLE 12 (Confidential Information) and, which breaches may result in irreparable harm to the other Party, and therefore, that upon any such breach or any threat thereof,the non-breaching Party will been entitled to appropriate equitable relief (without the posting of any bond) in addition to whatever remedies it might have at law.