Common use of Accelerated Arbitration Clause in Contracts

Accelerated Arbitration. To the extent the Arbitration Matter involves an Excepted Decision that is submitted to arbitration by a Party under Section 2.1.5(c), (d), (e) or (f) or any other matter that is expressly referred to accelerated arbitration elsewhere in this Agreement, the following procedures shall apply: 14.3.1 The Parties shall mutually select a single independent, conflict-free arbitrator (the “Expert”), who shall have sufficient scientific background and experience to resolve the Arbitration Matter. If the Parties are unable to reach agreement on the selection of an Expert within fifteen (15) Business Days after submission to arbitration, then either or both Parties shall immediately request the AAA of [********] to select an arbitrator with the requisite scientific background, experience and expertise (which arbitrator shall also be deemed the Expert for purposes of this Section 14.3). The place of arbitration shall be [********], and all proceedings and communications shall be in English. 14.3.2 Each Party shall prepare and submit a written summary of such Party’s position and any relevant evidence in support thereof to the Expert within [********] of the selection of the Expert. Upon receipt of such summaries from each Party, the Expert shall provide copies of the same to the other Party. Within [********] of the delivery of such summaries by the Expert, each Party shall submit a written rebuttal of the other Party’s summary and may also amend and re-submit its original summary. Oral presentations shall not be permitted unless otherwise requested by the Expert. The Expert shall make a final decision with respect to the Arbitration Matter within [********] following receipt of the last of such rebuttal statements submitted by the Parties. 14.3.3 Either Party may apply to the Expert for interim injunctive relief until the arbitration decision is rendered or the Arbitration Matter is otherwise resolved. Either Party also may, without waiving any right or remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that Party pending resolution of the Arbitration Matter pursuant to this Section 14.3. Each Party shall bear its own costs and expenses and attorneys’ fees, and the Party that does not prevail in the arbitration proceeding shall pay the Expert’s fees and any administrative fees of arbitration. 14.3.4 Except to the extent necessary to confirm an award or decision or as may be required by Applicable Laws, neither Party may, and the Parties shall instruct the Expert not to, disclose the existence, content, or results of an arbitration without the prior written consent of both Parties. In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the Arbitration Matter would be barred by the applicable New York statute of limitations. 14.3.5 The Parties hereby agree that, with respect to a disputed milestone event, if the Expert determines that the milestone event has in fact occurred, AstraZeneca shall make the applicable milestone payment within [********] of the Expert’s determination. 14.3.6 The Parties hereby agree that any payment to be made by a Party pursuant to a decision of the Expert shall be made in United States dollars, free of any tax or other deduction. The Parties further agree that, subject to Sections 5.10.2(e)(2) and 5.10.2(e)(3), the decision of the Expert shall be the sole, exclusive and binding remedy between them regarding determination of the Arbitration Matters presented.

Accelerated Arbitration. To the extent the Arbitration Matter involves an Excepted Decision that is a Dispute submitted to arbitration by a Party under Section 2.1.5(c)13.1.1 is claimed, (d)by either Party, (e) or (f) or any other matter that is expressly referred to accelerated arbitration elsewhere in this Agreementinvolve an Excepted Decision, the following procedures shall apply:: Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. 14.3.1 (a) The Parties shall mutually select a single independent, conflict-free arbitrator (the “Expert”), who shall have sufficient scientific background and experience to resolve the Arbitration MatterDispute. If the Parties are unable to reach agreement on the selection of an Expert within fifteen (15) Business Days business days after submission to arbitration, then either or both Parties shall immediately request that the AAA of [********] to ICC select an arbitrator with the requisite scientific background, experience and expertise (which arbitrator shall also be deemed the Expert for purposes of this Section 14.3)expertise. The place of arbitration shall be [********]New York, and all proceedings and communications shall be in EnglishNew York. 14.3.2 (b) Each Party shall prepare and submit a written summary of such Party’s position and any relevant evidence in support thereof to the Expert within [********] thirty (30) days of the selection of the Expert. Upon receipt of such summaries from each Party, the Expert shall provide copies of the same to the other Party. Within [********] thirty (30) days of the delivery of such summaries by the Expert, each Party shall submit a written rebuttal of the other Party’s summary and may also amend and re-submit its original summary. Oral presentations shall not be permitted unless otherwise requested by the Expert. The Expert shall make a final decision with respect to the Arbitration Matter Dispute within [********] thirty (30) days following receipt of the last of such rebuttal statements submitted by the Parties. 14.3.3 Either Party may apply to the Expert for interim injunctive relief until the arbitration decision is rendered or the Arbitration Matter is otherwise resolved. Either Party also may, without waiving any right or remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that Party pending resolution of the Arbitration Matter pursuant to this Section 14.3. Each Party shall bear its own costs and expenses and attorneys’ fees, and the Party that does not prevail in the arbitration proceeding shall pay the Expert’s fees and any administrative fees of arbitration. 14.3.4 Except to the extent necessary to confirm an award or decision or as may be required by Applicable Laws, neither Party may, and the Parties shall instruct the Expert not to, disclose the existence, content, or results of an arbitration without the prior written consent of both Parties. In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the Arbitration Matter would be barred by the applicable New York statute of limitations. 14.3.5 The Parties hereby agree that, with respect to a disputed milestone event, if the Expert determines that the milestone event has in fact occurred, AstraZeneca shall make the applicable milestone payment within [********] of the Expert’s determination. 14.3.6 The Parties hereby agree that any payment to be made by a Party pursuant to a decision of the Expert shall be made in United States dollars, free of any tax or other deduction. The Parties further agree that, subject to Sections 5.10.2(e)(2) and 5.10.2(e)(3), the decision of the Expert shall be the sole, exclusive and binding remedy between them regarding determination of the Arbitration Matters presented.

Accelerated Arbitration. To In the extent event that a Dispute specifically relating to a CoDev Product arises (a “CoDev-Related Dispute”), then the dispute resolution process with respect to such CoDev-Related Dispute shall be as follows: (i) Either Party may submit such Dispute to arbitration for final resolution by arbitration request (the “Accelerated Arbitration Matter involves Request”) under the International Chamber of Commerce Expedited Procedure Rules (“Expedited Rules”) by a single arbitrator appointed in accordance with said Expedited Rules (each such arbitration, an Excepted Decision “Accelerated Arbitration”). The arbitrator appointed shall have at least [***] years’ experience in the life sciences industry and shall have the requisite background and expertise with respect to the particular issue that is submitted the subject of the CoDev-Related Dispute; (ii) Within [***] days of the appointment of the arbitrator, each Party will deliver to arbitration the arbitrator and the other Party a detailed written proposal setting forth its proposed terms for the resolution of the dispute at issue (the “Proposed Terms”) and a memorandum (the “Support Memorandum”) in support thereof, not exceeding [***] pages in length. The Parties will also provide the arbitrator with a copy of this Agreement, as amended through such date. Within [***] days after receipt of the other Party’s Proposed Terms and Support Memorandum, each Party may submit to the arbitrator (with a copy to the other Party) a response to the other Party’s Proposed Terms and Support Memorandum, such response not exceeding [***] pages in length. Neither Party may have any other communications (either written or oral) with the arbitrator other than for the sole purpose of engaging the arbitrators or as expressly permitted in this Section (b); provided, however, that the arbitrator may, in his or her discretion, convene a hearing to ask questions of the Parties and hear oral argument and discussion regarding each Party’s Proposed Terms and Support Memorandum, at which time each Party shall have an agreed upon time to argue and present witnesses in support of its Proposed Terms; (iii) Within [***] days after the arbitrator is appointed, the arbitrator panel shall select one of the two Proposed Terms (without modification) provided by the Parties which most closely reflects a Party under Section 2.1.5(c)commercially reasonable interpretation of the terms of this Agreement. In making its selection, (d), i) the arbitrator shall not modify the terms or conditions of either Party’s Proposed Terms nor shall the arbitrator combine provisions from both Proposed Terms and (eii) or (f) or any other matter that is expressly referred to accelerated arbitration elsewhere in the arbitrator shall consider the terms and conditions of this Agreement, the following procedures relative merits of the Proposed Terms, the Support Memorandums and, if applicable, the oral arguments of the Parties; (iv) The arbitrator shall apply: 14.3.1 make its decision known to both Parties as promptly as possible by delivering written notice to both Parties. The Parties shall mutually select a single independent, conflict-free agree in writing to comply with the Proposed Terms selected by the arbitrator (the “Expert”), who shall have sufficient scientific background and experience to resolve the Arbitration Matter. If the Parties are unable to reach agreement on the selection of an Expert within fifteen (15) Business Days after submission to arbitration, then either or both Parties shall immediately request the AAA of [********] days of receipt of such written decision, which agreement may be made pursuant to select an amendment to this Agreement. The decision of the arbitrator with shall be final and binding on the requisite scientific backgroundParties, experience and expertise specific performance may be ordered by any court of competent jurisdiction; and (which v) Each Arbitration will be conducted in English and all foreign language documents shall be submitted in the original language and, if so requested by any arbitrator or Party, shall also be deemed the Expert for purposes of this Section 14.3)accompanied by a translation into English. The place of arbitration shall be [********]New York, NY. The arbitrators in any Arbitration shall enforce and all proceedings and communications not modify the terms of this Agreement. The award of the arbitrator shall be in English. 14.3.2 Each Party shall prepare final and submit a written summary of such Party’s position and any relevant evidence in support thereof to the Expert within [********] of the selection of the Expert. Upon receipt of such summaries from each Party, the Expert shall provide copies of the same to the other Party. Within [********] of the delivery of such summaries by the Expert, binding on each Party shall submit a written rebuttal of the other Party’s summary and may also amend its respective successors and re-submit its original summaryassigns. Oral presentations shall not be permitted unless otherwise requested by the Expert. The Expert shall make a final decision with respect to the Arbitration Matter within [********] following receipt of the last of such rebuttal statements submitted by the Parties. 14.3.3 Either Party may apply to the Expert for interim injunctive relief until the arbitration decision is rendered or the Arbitration Matter is otherwise resolved. Either Party also may, without waiving any right or remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that Party pending resolution of the Arbitration Matter pursuant to this Section 14.3. Each Party shall bear its own All costs and expenses and of any Arbitration, including reasonable attorneys’ fees, fees and expenses and the Party that does not prevail in the arbitration proceeding shall pay the Expert’s administrative and arbitrator fees and any administrative fees of arbitration. 14.3.4 Except to the extent necessary to confirm an award or decision or as may expenses, shall be required borne by Applicable Laws, neither Party may, and the Parties shall instruct the Expert not to, disclose the existence, content, or results of an arbitration without the prior written consent of both Parties. In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the Arbitration Matter would be barred as determined by the applicable New York statute of limitationsarbitrator. 14.3.5 The Parties hereby agree that, with respect to a disputed milestone event, if the Expert determines that the milestone event has in fact occurred, AstraZeneca shall make the applicable milestone payment within [********] of the Expert’s determination. 14.3.6 The Parties hereby agree that any payment to be made by a Party pursuant to a decision of the Expert shall be made in United States dollars, free of any tax or other deduction. The Parties further agree that, subject to Sections 5.10.2(e)(2) and 5.10.2(e)(3), the decision of the Expert shall be the sole, exclusive and binding remedy between them regarding determination of the Arbitration Matters presented.

Accelerated Arbitration. To the extent the Arbitration Matter arbitration matter involves an Excepted Decision a dispute that is submitted to arbitration by a Party under Section 2.1.5(c), (d), (e) or (f) 6.1.4 or any other matter that is expressly referred dispute regarding the proper characterization of a dispute subject to accelerated arbitration elsewhere in resolution under this AgreementSection 16.3.2 as opposed to Section 16.3.1, the following procedures shall will also apply: 14.3.1 The Parties shall mutually select (a) For purposes of arbitration under this Section 16.3.2, the arbitrator will be appointed pursuant to Section 16.3.1, but will be a single independent, conflict-free arbitrator with the requisite licensing and pharmaceutical industry experience (such arbitrator, the “Expert”), who shall have sufficient scientific background and experience to resolve the Arbitration Matter. If the The Parties are unable to reach agreement may select a different Expert for each dispute depending on the selection nature of an Expert within fifteen (15) Business Days after submission to arbitration, then either or both Parties shall immediately request the AAA of [********] to select an arbitrator with the requisite scientific background, experience issues presented and expertise (which arbitrator shall also be deemed the Expert for purposes of this Section 14.3). The place of arbitration shall be [********], and all proceedings and communications shall be in Englishdesired expertise. 14.3.2 (b) Each Party shall will prepare and submit a written summary of such Party’s position and any relevant evidence in support thereof to the Expert within [********] thirty (30) days of the selection of the Expert. Upon receipt of such summaries from each Partyboth Parties, the Expert shall will provide copies of the same to the other Party. The Expert will be authorized to solicit briefing or other submissions on particular questions. Within [********] fifteen (15) days of the delivery of such summaries by the Expert, each Party shall will submit a written rebuttal of the other Party’s summary and may also amend and re-submit its original summary. Oral presentations shall will not be permitted unless otherwise requested by the Expert. The Expert shall will make a final decision with respect to the Arbitration Matter arbitration matter within [********] thirty (30) days following receipt of the last of such rebuttal statements submitted by the PartiesParties and will make a determination by selecting the resolution proposed by one of the Parties that as a whole is the most fair and reasonable to the Parties in light of the totality of the circumstances and will provide the Parties with a written statement setting forth the basis of the determination in connection therewith. For purposes of clarity, the Expert will only have the right to select a resolution proposed by one of the Parties in its entirety and without modification. 14.3.3 Either Party may apply to the Expert for interim injunctive relief until the arbitration decision is rendered or the Arbitration Matter is otherwise resolved. Either Party also may, without waiving any right or remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that Party pending resolution of the Arbitration Matter pursuant to this Section 14.3. Each Party shall bear its own costs and expenses and attorneys’ fees, and the Party that does not prevail in the arbitration proceeding shall pay the Expert’s fees and any administrative fees of arbitration. 14.3.4 Except to the extent necessary to confirm an award or decision or as may be required by Applicable Laws, neither Party may, and the Parties shall instruct the Expert not to, disclose the existence, content, or results of an arbitration without the prior written consent of both Parties. In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the Arbitration Matter would be barred by the applicable New York statute of limitations. 14.3.5 The Parties hereby agree that, with respect to a disputed milestone event, if the Expert determines that the milestone event has in fact occurred, AstraZeneca shall make the applicable milestone payment within [********] of the Expert’s determination. 14.3.6 The Parties hereby agree that any payment to be made by a Party pursuant to a decision of the Expert shall be made in United States dollars, free of any tax or other deduction. (c) The Parties further agree that, subject to Sections 5.10.2(e)(2) and 5.10.2(e)(3), that the decision of the Expert shall will be the sole, exclusive and binding remedy between them regarding determination of the Arbitration Matters arbitration matter so presented. Confirmation of, or judgment upon any award rendered pursuant to this Section 16.3.2 may be entered by any court of competent jurisdiction. The Expert will have no authority to award any type of damages excluded under Section 12.

Accelerated Arbitration. To the extent the Arbitration Matter involves an Excepted Decision that If any matter is submitted to arbitration by a Party under Section 2.1.5(c), (d), (eSections 14.2 or 15.7(a) or (f) or any other matter that is expressly referred to accelerated arbitration elsewhere in otherwise under this Agreement, then the following procedures shall apply: 14.3.1 (i) The Parties shall mutually select a single independent, conflict-free arbitrator (the “Expert”), who shall have sufficient scientific background and experience to resolve adjudicate the dispute (the “Arbitration Matter”). If the Parties are unable to reach agreement on the selection of an Expert within fifteen (15) [***] Business Days after submission to arbitrationof the date of the arbitration demand, then either or both Parties shall immediately request the AAA American Arbitration Association of [********] New York, USA to select an arbitrator with the requisite scientific background, experience and expertise (which arbitrator shall also be deemed the Expert for purposes of this Section 14.315.7). The place of arbitration shall be [********]New York, New York, and all proceedings and communications shall be in English. 14.3.2 (ii) Each Party shall prepare and submit a written summary of such Party’s position and any relevant evidence in support thereof to the Expert within [********] days of the selection of the Expert. Upon receipt of such summaries from each Party, the Expert shall and provide copies a copy of the same to the other Party. Within [********] days of the delivery exchange of such summaries by the Expertsummaries, each Party shall submit a written rebuttal of the other Party’s summary and may also amend and re-submit its original summary. Oral presentations shall not be permitted unless otherwise requested by the Expert. The Expert shall make a final decision with respect to the Arbitration Matter within [********] days following receipt of the last of such rebuttal statements submitted by the Parties. 14.3.3 (iii) Either Party may apply to the Expert for interim injunctive relief until the arbitration decision is rendered or the Arbitration Matter is otherwise resolved. Either Party also may, without waiving any right or remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that Party pending resolution of the Arbitration Matter pursuant to this Section 14.315.7. Each Party shall bear its own costs and expenses and attorneys’ feesfees incurred in the Arbitration Matter, and the Party that does not prevail in the arbitration proceeding shall pay an equal share of the fees and administrative costs of the Expert’s fees and any administrative fees of arbitration. 14.3.4 (iv) Except to the extent necessary to confirm an award or decision or as may be required by Applicable Laws, neither Party may, and the Parties shall instruct the Expert not to, disclose the existence, content, or results of an arbitration without the prior written consent of both Parties. In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the Arbitration Matter would be barred by the applicable New York statute of limitations. 14.3.5 (v) The Parties hereby agree that, with respect to a disputed milestone event, if the Expert determines that the milestone event has in fact occurred, AstraZeneca shall make the applicable milestone payment within [********] Business Days of the Expert’s determination. 14.3.6 (vi) The Parties hereby agree that any payment to be made by a Party pursuant to a decision of the Expert shall be made in United States dollars, free of any tax or other deduction. The Parties further agree that, subject to Sections 5.10.2(e)(2) and 5.10.2(e)(3), that the decision of the Expert shall be the sole, exclusive and binding remedy between them regarding determination of the Arbitration Matters presented. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Accelerated Arbitration. To the extent the Arbitration Matter involves an Excepted Decision that If any matter is submitted to arbitration by a Party under Section 2.1.5(c), (d), (eSections 14.2 or 15.7(a) or (f) or any other matter that is expressly referred to accelerated arbitration elsewhere in otherwise under this Agreement, then the following procedures shall apply: 14.3.1 (i) The Parties shall mutually select a single independent, conflict-free arbitrator (the “Expert”), who shall have sufficient scientific background and experience to resolve adjudicate the dispute (the “Arbitration Matter”). If the Parties are unable to reach agreement on the selection of an Expert within fifteen (15) Business Days after submission to arbitration[***] of the date of the arbitration demand, then either or both Parties shall immediately request the AAA American Arbitration Association of [********] New York, USA to select an arbitrator with the requisite scientific background, experience and expertise (which arbitrator shall also be deemed the Expert for purposes of this Section 14.315.7). The place of arbitration shall be [********]New York, New York, and all proceedings and communications shall be in English. 14.3.2 (ii) Each Party shall prepare and submit a written summary of such Party’s position and any relevant evidence in support thereof to the Expert within [********] of the selection of the Expert. Upon receipt of such summaries from each Party, the Expert shall and provide copies a copy of the same to the other Party. Within [********] of the delivery exchange of such summaries by the Expertsummaries, each Party shall submit a written rebuttal of the other Party’s summary and may also amend and re-submit its original summary. Oral presentations shall not be permitted unless otherwise requested by the Expert. The Expert shall make a final decision with respect to the Arbitration Matter within [********] following receipt of the last of such rebuttal statements submitted by the Parties. 14.3.3 (iii) Either Party may apply to the Expert for interim injunctive relief until the arbitration decision is rendered or the Arbitration Matter is otherwise resolved. Either Party also may, without waiving any right or remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that Party pending resolution of the Arbitration Matter pursuant to this Section 14.315.7. Each Party shall bear its own costs and expenses and attorneys’ feesfees incurred in the Arbitration Matter, and the Party that does not prevail in the arbitration proceeding shall pay an equal share of the fees and administrative costs of the Expert’s fees and any administrative fees of arbitration. 14.3.4 (iv) Except to the extent necessary to confirm an award or decision or as may be required by Applicable Laws, neither Party may, and the Parties shall instruct the Expert not to, disclose the existence, content, or results of an arbitration without the prior written consent of both Parties. In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the Arbitration Matter would be barred by the applicable New York statute of limitations. 14.3.5 (v) The Parties hereby agree that, with respect to a disputed milestone event, if the Expert determines that the milestone event has in fact occurred, AstraZeneca shall make the applicable milestone payment within [********] of the Expert’s determination. 14.3.6 (vi) The Parties hereby agree that any payment to be made by a Party pursuant to a decision of the Expert shall be made in United States dollars, free of any tax or other deduction. The Parties further agree that, subject to Sections 5.10.2(e)(2) and 5.10.2(e)(3), that the decision of the Expert shall be the sole, exclusive and binding remedy between them regarding determination of the Arbitration Matters presented. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.