1Disputes. Any dispute, controversy or claim arising from or related to this Agreement, including the formation, existence, validity, enforceability, performance, interpretation, breach, or termination hereof (a “Dispute”) that is not an Excluded Claim (as defined below) shall be finally resolved in accordance with Section 12.6.2. Notwithstanding the foregoing, any decisions that are subject to mutual agreement of the Parties will not be subject to the provisions of this Section 12.6 so long as such decisions are made in accordance with this Agreement.
1Disputes. The Parties recognize that, from time to time, disputes may arise as to certain matters which relate to a Party’s rights and/or obligations in connection with this Agreement. It is the objective of the Parties to establish procedures to facilitate the resolution of disputes arising under this Agreement in an expedient manner by mutual cooperation and without resort to litigation. To accomplish this objective, the Parties agree to follow the procedures set forth in this Article XXI to resolve any controversy or claim arising out of, relating to or in connection with this Agreement.
1Disputes. Except as otherwise provided under Section 3.5, if the Parties, in consultation with each Party’s Alliance Managers, are unable to resolve any a dispute, controversy or claim of any nature whatsoever arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, (each, a “Dispute”), either Party may, by written notice to the other, have such Dispute referred to the Executive Officers of each of Artiva and Affimed for attempted resolution by good faith negotiations within [*****] Business Days after such notice is received. In such event, the Parties shall cause their Executive Officers or their designees to meet and be available to attempt to resolve such issue. If the Parties are unable to resolve any Dispute under this Section 17.1, or if the JEC is unable to resolve any Dispute relating to any Unanimous Matter pursuant to Section 3.5, either Party shall have the right to commence arbitration as set forth in Section 17.2. Any dispute concerning the commencement of the arbitration shall be finally settled by the arbitrators.
1Disputes. Any dispute, controversy or claim arising from or related to this Agreement or any Ancillary Agreement, including the formation, existence, validity, enforceability, performance, interpretation, breach, or termination hereof or thereof (a “Dispute”) that is not an “Excluded Claim” (as defined below) shall be finally resolved in accordance with Section 14.6.2. Notwithstanding the foregoing, any decisions that are subject to the final decision-making authority of a Party (or mutual agreement of the Parties, as applicable), or the JRDC or Patent Committee, in each case as expressly set forth in this Agreement, will not be subject to the provisions of this Section so long as such decisions are made in accordance with this Agreement.
1Disputes. (a) In the event of any action, dispute or controversy arising out of or relating to this Agreement (each, a “Dispute”), the Parties shall promptly seek to resolve any such Dispute through negotiations between senior officers or other authorized representatives of the Parties, or their respective Affiliates, in each case, with authority to settle such Dispute. Within [***] after receipt of a written notice of a Dispute, the non-claiming Party shall submit to the claiming Party a written response. Both the notice and response shall include (i) a statement of the Party’s position and a summary of the evidence and arguments supporting such position; and (ii) the name, title, fax number and telephone number of the senior officer or authorized representative who shall represent such Party in such negotiations. The senior officers or other authorized representatives shall meet at a mutually agreed time within [***] after the date such response is delivered and thereafter as often as they deem reasonably necessary to exchange relevant information and attempt to resolve the Dispute. Such meetings may be conducted in-person (at a mutually agreed place) or via telephonic conference.
(b) If, for any reason, the Dispute has not been resolved within [***] after the date of the initial response given to a notice of Dispute pursuant to Section 10.1, or such additional time, if any, as mutually agreed by the Parties in writing, the claiming Party may pursue such remedies as are available to it at law or in equity. Notwithstanding the foregoing, nothing in this Section 8.1 shall prevent a Party from pursuing immediate injunctive relief to maintain the status quo or prevent irreparable harm with respect to any Dispute.
1Disputes. The terms of this Section 22 shall apply to all Disputes between you and Epson. The term "Dispute" is meant to have the broadest meaning permissible under law or in equity and includes any past, present, or future dispute, claim, controversy or action between you and Epson including those that arose before the existence of this or any prior Agreement arising out of or relating to this Agreement (including its formation, performance, or breach), the Software, Epson Hardware, the parties' relationship with each other and/or any other transaction involving you and Epson, whether in contract, or with respect to warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis. However, a "Dispute" does not include a claim or cause of action for (a) trademark infringement or dilution, (b) patent infringement, (c) copyright infringement or misuse, or (d) trade secret misappropriation (an "IP Claim"). A "Dispute" also does not include a request for public injunctive relief. You and Epson agree, consistent with Section 22.6(a), that a court, not an arbitrator, may decide if a claim or cause of action is for an IP Claim, as well as whether a claim seeks public injunctive relief.
1Disputes. Any controversy or claim arising after the Effective Time and arising out of or relating to this Agreement, or the breach hereof, other than an inability to reach agreement under Section 3.16.3 (a “Dispute”), shall be resolved: (a) first, by negotiation by the Project Managers, and then (if there remains a Dispute) negotiation by and among the members of the Joint Steering Committee, with the possibility of mediation as provided in Section 11.1.2; and (b) then, if negotiation and mediation fail, by binding arbitration as provided in Section 11.2. Each Party agrees on behalf of itself and each of its Subsidiaries that the procedures set forth in this ARTICLE XI shall be the exclusive means for resolution of any Dispute. The initiation of mediation or arbitration hereunder will toll the applicable statute of limitations for the duration of any such proceedings.
1Disputes. Unless otherwise set forth in this Agreement, in the event of any dispute in connection with this Agreement, such dispute shall be referred to the respective executive officers of the Parties designated below or their designees, for good faith negotiations attempting to resolve the dispute. The designated executive officers are as follows: For BPM:Chief Executive Officer For Roche:Head of Pharma Partnering 14.2Arbitration. Except as otherwise expressly set forth in this Agreement (including with respect to any matters that are determined by an Expert or the Expert Committee), should the Parties fail to agree within [***] after such dispute has first arisen, it shall be finally settled by arbitration in accordance with the Rules of American Arbitration Association (“AAA”) as in force at the time when initiating the arbitration. The tribunal shall consist of three (3) arbitrators. The place of arbitration shall be New York City, New York, US and the arbitration shall be governed by the Laws of the State of New York. The language to be used shall be English. Documents submitted in the arbitration (the originals of which are not in English) shall be submitted together with an English translation.
1Disputes. In the event any dispute arises out of or in relation to or in connection with this Agreement, including failure to perform under or breach of this Agreement, or any issue relating to the interpretation or application of this Agreement or any INFI Third Party Agreement, the Parties shall use good faith efforts to resolve such dispute within [* * *] days after a Party notifies the other Party of such dispute. If the Parties are unable to resolve such dispute within such [* * *] day period, either Party may, by written notice to the other Party, refer such dispute to the Senior Executives for resolution, and the Senior Executives shall attempt in good faith to resolve such dispute within [* * *] days after such notice.
1Disputes. It is the objective of the Parties to establish procedures to facilitate the resolution of disputes arising under this Agreement in an expedient manner by mutual cooperation and without resort to litigation. In the event of any disputes, controversies or differences which may arise between the Parties out of or in relation to or in connection with this Agreement (other than disputes arising from the JDC), including, without limitation, any alleged failure to perform, or breach, of this Agreement, or any issue relating to the interpretation or application of this Agreement (each, a “Dispute”), then upon the request of either Party by written notice, the Parties agree to meet and discuss in good faith a possible resolution thereof, which good faith efforts shall include at least one in-person meeting between the Executive Officers of each Party. If the matter is not resolved within thirty (30) days following the written request for discussions, either Party may then invoke the provisions of Section 12.
