Common use of Alternative Dispute Resolution Clause in Contracts

Alternative Dispute Resolution. The parties will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the award.

Alternative Dispute Resolution. (a) The parties Parties will attempt in good faith to resolve any controversy, claim or dispute (“Dispute”) arising out of or relating to this Agreement promptly by negotiations. Any such Dispute which is not settled by the Parties within thirty (30) days after notice of such Dispute is given by one Party to the other in writing shall be referred to a senior executive of LMI and a senior executive of HSL who are authorized to settle any claim for non-payment such Disputes on behalf of charges or recovery their respective companies (“Senior Executives”). If the Dispute has not been resolved within thirty (30) days after the end of overpayment of charges for the Services thirty (hereinafter a "Billing Dispute"30) day negotiation period referred to above (which period may be extended by mutual agreement), through good faith negotiations. The parties may agree subject to submit any rights to injunctive relief and unless otherwise specifically provided for herein, any Dispute shall be settled by binding arbitration as described in subsection (b) below, if the Parties so choose. (b) Any Dispute which is not resolved by the Parties within the time period described in subsection (a) shall be settled by final and binding arbitration to be conducted by a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held single arbitrator in New York, New York, or any other location selected by mutual agreement pursuant to the then-existing Commercial Rules of the partiesAmerican Arbitration Association. The arbitrator shall not have the power to decision or award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side)be final, with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the such decision or award may be entered in any competent court having or application may be made to any competent jurisdictioncourt for judicial acceptance of such decision or award and an order of enforcement. All participants and the The arbitrator shall hold allocate the existence, content and results costs of the arbitration to one or both of the Parties as it sees fit. (c) Nothing contained in this Section or any other provision of this Agreement shall be construed to limit or preclude a Party from bringing an action in any court of competent jurisdiction for injunctive or other provisional relief to compel the other Party to comply with its obligations hereunder before or during the pendency of mediation and or arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the awardproceedings.

Alternative Dispute Resolution. The If any Dispute arises between the parties, such Dispute shall be presented to the respective presidents or senior executives of Cardinal Health and Xencor for their consideration and resolution for a period of up to thirty (30) days. If such parties will attempt to settle any claim for non-payment cannot reach a resolution of charges or recovery of overpayment of charges for the Services Dispute within such period, then at either party’s request (hereinafter a "Billing Dispute"the “Requesting Party”), through good faith negotiations. The parties may agree to submit a Billing such Dispute to non-shall be resolved by binding mediation. At any time, alternative dispute resolution in accordance with the party seeking payment may submit a notice then existing commercial arbitration rules of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR")Resolution, to the extent such rules do not conflict. The Arbitration will be held in New York000 Xxxxxxx Xxxxxx, New YorkXxx Xxxx, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limitXX 00000, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits judgment on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdictionjurisdiction thereof; provided, however, that no Dispute concerning the validity or infringement of any Intellectual Property of either party shall be subject to the provisions of this Section 14.9. All participants Any such arbitration shall be conducted before a panel of three neutral and experienced arbitrators, one chosen by Cardinal Health, one chosen by Xencor and the third chosen by the foregoing two arbitrators. The parties shall be entitled to conduct reasonable discovery, within limitations to be established by the arbitrators. Arbitration shall be conducted in the jurisdiction of the non-Requesting Party. The arbitrators shall have no authority to award punitive or any other type of damages not measured by a party’s compensatory damages. Except to the extent necessary to confirm an award or as may be required by law, neither a party nor any arbitrator shall hold may disclose the existence, content and content; or results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration awardwithout 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 dispute, controversy or claim would be barred by the applicable Ohio statute of limitations. Each party shall bear its own expenses attorneys’ fees, costs and equally disbursements arising out of the arbitration, and shall pay an equal share expenses related of the fees and costs of the arbitrators; provided, however, that the arbitrators shall be authorized to determine whether a party is the prevailing party, and if so, to award to that prevailing party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.) and/or the, fees and costs of the arbitrators. Each party shall fully perform and satisfy the arbitration award within fifteen (15) days of the service of the award. By agreeing to this binding arbitration provision, the parties understand that they are waiving certain rights and protections which may otherwise be available if a dispute between the parties were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this provision, the right to a jury trial, certain rights of appeal and a right to invoke formal rules of procedure and evidence. Notwithstanding the foregoing provisions of this Section 14.9, each party acknowledges and agrees that, due to the compensation unique and valuable nature of the arbitrator. The arbitrator's award other party’s Intellectual Property and Confidential Information, there can be no adequate remedy at law for any breach by such party of the provisions of this Agreement, that any such breach may result in irreparable harm to the other party for which monetary damages would he inadequate to compensate such party and that the other party shall be have the right, in writing and shall state addition to any other rights available under applicable law, to obtain from any court of competent jurisdiction injunctive relief to restrain any breach or threatened breach of, or otherwise to specifically enforce, any covenant or obligation of such party under such provisions without the reasons for the awardnecessity of posting any bond or security.

Alternative Dispute Resolution. The parties Any dispute, controversy or claim arising under or related to this Agreement, regardless of the legal theory upon which it is based, will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute")be settled by final, through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Federal Arbitration Act, 9 U.S.C. Section and 1 et seq., in accordance with the Non-Administered American Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR")Association Commercial Arbitration Rules. Nothing herein will, to the extent such rules do not conflict. The Arbitration will be held in New Yorkhowever, New York, prohibit a Party from seeking temporary or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary preliminary injunctive relief may be submitted to in a court of competent jurisdiction if jurisdiction. In any arbitration, the arbitrator has not yet been appointednumber of arbitrators will be three. If all three Parties to this Agreement are parties to the arbitration, but each of the arbitrator three Parties shall have the authority right to modify any injunctive relief granted by such appoint one arbitrator. If only two Parties to this Agreement are parties to the arbitration, each of the Parties shall have the right to appoint one arbitrator, who will together appoint a courtthird neutral arbitrator within thirty (30) days after the appointment of the last party-designated arbitrator. All arbitration proceedings will take place in Denver, Colorado. The arbitration arbitrators will be entitled to award shall monetary and equitable relief, including specific performance and other injunctive relief; provided, however, that only damages allowed pursuant to this Agreement may be made final within eight months awarded. Except as otherwise expressly provided in this Section 7.9, each Party will bear the expenses of filing its own counsel and will jointly bear the expenses of the notice arbitrators. The arbitrators will allocate the remaining costs of the arbitration proceeding. The Parties agree that the arbitrators will include, as an item of damages, the costs of arbitration, including reasonable legal fees and judgment upon expenses, incurred by the award may be entered prevailing party if the arbitrators determine that either (a) the non-prevailing party did not act in good faith when disputing its liability hereunder to the prevailing party or when initiating a claim against the prevailing party; or (b) the prevailing party has had to resort to arbitration with respect to a substantially similar claim more than twice in any thirty-six (36) month period. Should it become necessary to resort or respond to court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary proceedings to enforce a final settlement agreement Party's compliance with this Section 7.9, such proceedings will be brought only in the federal or state courts located in the State of Colorado, which will have exclusive jurisdiction to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related resolve any disputes with respect to this Agreement, with each Party irrevocably consenting to the compensation of jurisdiction thereof. If the arbitrator. The arbitrator's award shall court directs or otherwise requires compliance herewith, then all costs and expenses, including reasonable attorneys' fees incurred by the Party requesting such compliance, will be in writing and shall state reimbursed by the reasons for non-complying Party to the awardrequesting Party.

Alternative Dispute Resolution. The parties will attempt Any dispute arising out of or relating to settle any claim for non-payment of charges or recovery of overpayment of charges this Agreement shall be resolved in accordance with the procedures specified in this Article K, which shall be the sole and exclusive procedures for the Services (hereinafter a "Billing Dispute"), through good faith negotiationsresolution of any such disputes. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this contract. Any party may agree to submit a Billing Dispute to non-binding mediationgive the other party written notice of any dispute not resolved in the normal course of business. At any timeWithin fifteen (15) Days after delivery of the notice, the receiving party seeking payment may shall submit to the other a written response. The notice and the response shall include (a) a statement of arbitration each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within thirty (30) Days after delivery of the disputing party's notice, the executives of both parties shall meet at a Billing Dispute mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All reasonable requests for arbitration information made by one party to the other will be honored. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the matter has not been resolved by these persons within forty five (45) Days of the disputing party’s notice, the dispute shall be referred to more senior executives of both parties who have authority to settle the dispute and who shall likewise meet to attempt to resolve the dispute. If the dispute has not been resolved by negotiation within sixty (60) Days of the disputing party’s notice, or if the parties failed to meet within the thirty (30) Day period set forth above, the parties shall endeavor to settle the dispute by mediation under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the then current CPR Institute for Dispute Resolution ("CPR"), to mediation procedure in effect on the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms date of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are requiredUnless otherwise agreed, the arbitrator shall permit each parties will select a mediator from the CPR Panels of Distinguished Neutrals. Notwithstanding the provisions of this clause, either Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in seek from any court having competent jurisdictionjurisdiction hereof any interim, provisional or injunctive relief that may be necessary to protect the rights or property of any party or maintain the status quo before, during or after the pendency of the mediation proceeding. All participants The institution and maintenance of any judicial action or proceeding for any such interim, provisional or injunctive relief shall not constitute a waiver of the right or obligation of either Party to submit the dispute to negotiation and mediation as described above, including any claims or disputes arising from the exercise of such interim, provisional or injunctive relief. If the dispute has not been resolved by mediation as provided herein within ninety (90) Days of the initiation of the above procedures, either party may initiate litigation upon thirty (30) Days’ written notice to the other party; provided, however, that if one party has requested the other to participate in any of the above non-binding procedures and the arbitrator shall hold other has failed to participate, the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each requesting party shall bear its own expenses and equally share expenses related to the compensation may initiate litigation before expiration of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the awardabove period.

Alternative Dispute Resolution. The parties will attempt Employee and Employer acknowledge and agree that the Alternative Dispute Resolution described in this paragraph is a mutual condition of their employment relationship, and that both Parties had the opportunity to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to negotiate over the terms of this Section paragraph and knowingly and voluntarily agree to its terms. In consideration for Employee’s employment by Employer and continued employment, Employee’s receipt of compensation and other benefits from Employer, and the Non-Administered Arbitration Rules of Employer’s agreement herein to arbitrate, Employee agrees to participate in, and be bound by, the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits procedures set forth in or excluded under this Agreement. In consideration for the limitations of liability services provided to Employer by Employee, and Employee’s agreement herein to arbitrate, Employer agrees to participate in, and be bound by, the procedures set forth in this Agreement. The arbitrator may not limit, expand or otherwise modify Parties acknowledge and agree that their mutual forbearance of the terms right to proceed in court alone acts as sufficient consideration to support all of their obligations under this AgreementAlternative Dispute Resolution provision. The arbitrator Company and Employee mutually agree that, excluding the Employee’s post-employment obligations as set forth in Exhibit A, any controversy or claim arising out of or relating to this Agreement or the breach thereof, or any other dispute between the parties, shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to mediation before a court mutually agreeable mediator, which cost is to be borne equally by the parties hereto, except this cost may be waived by the Employer where such fees are discouraged or prohibited by applicable law. In the event the Parties fail to agree on a mediator, or mediation is unsuccessful in resolving the claim or controversy within one (1) month after the commencement of competent jurisdiction if mediation, such claim or controversy shall be resolved by arbitration in Illinois under the auspices of the American Arbitration Association. The costs of arbitration, including the fees and expenses of the arbitration, shall be shared equally by the parties unless otherwise required by law or directed by the arbitrator has in arbitrator’s award. Notwithstanding any other provision in this Agreement, this Alternative Dispute Resolution provision does not yet been appointedapply to: (a) any claim by Employee for medical and disability benefits under the Workers’ Compensation Act or unemployment compensation benefits under the Unemployment Insurance Act; (b) any Charge of Discrimination filed by Employee against the Company with the U.S. Equal Employment Opportunity Commission, but the arbitrator shall have Illinois Department of Human Rights, the authority Chicago Commission on Human Relations, or charges filed with the National Labor Relations Board under the National Labor Relations Act; or (c) any claim by the Company for injunctive or equitable relief, including without limitation claims related to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months unauthorized disclosure of filing confidential information, trade secrets, intellectual property, unfair competition, breach of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existencenon-solicitation covenant, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation breach of the arbitratornon-competition covenant. The arbitrator's award Additionally, nothing in this Alternative Dispute Resolution provision is intended to or shall be prohibit, prevent, or otherwise restrict Employee or Employer from: (a) reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency; (b) reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (c) participating in writing a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (d) making any truthful statements or disclosures required by law, regulation, or legal process; and shall state the reasons for the award(e) requesting or receive confidential legal advice.

Alternative Dispute Resolution. The If any Dispute arises between the parties, such Dispute shall be presented to the respective presidents or senior executives of Catalent and Xencor for their consideration and resolution for a period of up to […***…]. If such parties will attempt to settle any claim for non-payment cannot reach a resolution of charges or recovery of overpayment of charges for the Services Dispute within such period, then at either party’s request (hereinafter a "Billing Dispute"the “Requesting Party”), through good faith negotiations. The parties may agree to submit a Billing such Dispute to non-shall be resolved by binding mediation. At any time, alternative dispute resolution in accordance with the party seeking payment may submit a notice then existing commercial arbitration rules of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR")Resolution, to the extent such rules do not conflict. The Arbitration will be held in New York000 Xxxxxxx Xxxxxx, New YorkXxx Xxxx, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limitXX 00000, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits judgment on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdictionjurisdiction thereof; provided, however, that no Dispute concerning the validity or infringement of any intellectual property of either party shall be subject to the provisions of this Section 12.9. All participants Any such arbitration shall be conducted before a panel of three neutral and experienced arbitrators, one chosen by Catalent, one chosen by Xencor and the third chosen by the foregoing two arbitrators. The parties shall be entitled to conduct reasonable discovery, within limitations to be established by the arbitrators. Arbitration shall be conducted in the jurisdiction of the non-Requesting Party. The arbitrators shall have no authority to award punitive or any other type of damages not measured by a party’s compensatory damages. Except to the extent necessary to confirm an award or as may be required by law, neither a party nor any arbitrator shall hold may disclose the existence, content and content, or results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration awardwithout 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 dispute, controversy or claim would be barred by the applicable statute of limitations. Each party shall bear its own expenses attorneys’ fees, costs and equally disbursements arising out of the arbitration, and shall pay an equal share expenses related of the fees and costs of the arbitrators; provided, however, that the arbitrators shall be authorized to determine whether a party is the prevailing party, and if so, to award to that prevailing party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.) and/or the fees and costs of the arbitrators. Each party shall fully perform and satisfy any monetary component of the arbitration award within […***…] of the service of the award. By agreeing to this binding arbitration provision, the parties understand that they are waiving certain rights and protections which may otherwise be available if a dispute between the parties were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this provision, the right to a jury trial, certain rights of appeal and a right to invoke formal rules of procedure and evidence. Notwithstanding the foregoing provisions of this Section 12.9, each party acknowledges and agrees that, due to the compensation unique and valuable nature of the arbitrator. The arbitrator's award other party’s intellectual property and Confidential Information, there can be no adequate remedy at law for any breach by such party of the provisions of this Agreement, that any such breach may result in irreparable harm to the other party for which monetary damages would be inadequate to compensate such party and that the other party shall be have the right, in writing and shall state addition to any other rights available under applicable law, to obtain from any court of competent jurisdiction injunctive relief to restrain any breach or threatened breach of, or otherwise to specifically enforce, any covenant or obligation of such party under such provisions, without the reasons for the awardnecessity of posting any bond or security.

Alternative Dispute Resolution. The parties will attempt agree that it is in their best interests to settle resolve all disputes or controversies (except for violations of Section IV) arising out of this Agreement in a cost effective and timely manner. Therefore, any controversy of claim for non-payment arising out of charges this Agreement or recovery of overpayment of charges for the Services breach thereof, or the interpretation thereof (hereinafter a "Billing Dispute"except, in each case, with respect to Section IV), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-shall be settled by binding mediation. At any time, arbitration in accordance with the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), American Arbitration Association applicable to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration employer disputes; and judgment upon the award rendered in such arbitration shall be final and may be entered in any court having competent jurisdictionjurisdiction thereof. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claims, dispute or other matter in question would be barred by the applicable statute of limitation. This agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law. Any Party desiring to initiate arbitration procedures hereunder shall serve written notice on the other Party. The parties agree that an arbitrator shall be selected pursuant to these provisions within thirty (30) days of the service of the notice of arbitration. In the event of any arbitration pursuant to these provisions, the parties shall retain the rights of all discovery provided pursuant to the California Code of Civil Procedure and the Rules promulgated thereunder, except that all time periods contained in said Code of Civil Procedure and its related Rules shall be shortened by fifty percent (50%) for purposes of arbitration proceedings hereunder. Any arbitration initiated pursuant to these provisions shall be on an expedited basis and the dispute shall be heard within one hundred twenty (120) days following the serving of the notice of arbitration and a written decision shall be rendered within sixty (60) days thereafter. These procedures supplement the American Arbitration Association's procedures and, if there is a conflict, these provisions shall control. All participants rights, causes of action, remedies and defenses available under California law and equity are available to the arbitrator parties hereto and shall hold the existence, content and results be applicable as though in a court of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration awardlaw. Each party shall bear be responsible for its own expenses costs and equally share expenses related to the compensation fees of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the awardany such arbitration.

Alternative Dispute Resolution. The a. Except for CinemaStar's right to seek immediate injunctive and equitable relief in accordance with the provisions of Paragraphs 8, 9, and 11 of this Agreement, the parties will attempt agree that all disputes, claims and other matters in controversy arising out of or relating to settle this Agreement, or the performance or breach thereof, shall be submitted to binding arbitration in accordance with the provisions and procedures of this Paragraph 13. This arbitration requirement shall include, without limitation, the agreement by Employee to submit to arbitration any claim for non-payment and all claims arising out of charges any alleged discrimination or recovery of overpayment of charges for harassment, including, but not limited to, those covered by the Services California Fair Employment and Housing Act, the 1961 Civil Rights Act, 42 U.S.C. Section 2000e (hereinafter a "Billing DisputeTitle VII"), through good faith negotiationsthe Age Discrimination in Employment Act, and the Americans With Disabilities Act. b. The arbitration provided for in this paragraph shall take place in Los Angeles County, California, in accordance with the provisions of Title 9, Sections 1280 ETSEQ. of the California Code of Civil Procedure, except as provided to the contrary hereunder. The parties may agree to submit arbitration shall be held before and decided by a Billing Dispute to non-binding mediationsingle neutral arbitrator. At any time, The single neutral arbitrator shall be selected in accordance with the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Labor Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR")American Arbitration Association, to the extent such rules do not conflict. The Arbitration will be held in New Yorkas amended and effective on January 1, New York1996, or any other location selected by mutual agreement of a process mutually agreed upon by the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery If no agreement can be reached as to the production of documents directly relevant to process for selecting the facts alleged in arbitrator or if the notices of arbitration and defense. If depositions are requiredagreed method fails, the arbitrator shall permit each Party to conduct an equal number be appointed in accordance with the provisions of depositions (not to exceed five per side), with equal limits on California Code of Civil Procedure Section 1281. c. The parties shall mutually agree upon the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing date and location of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existencearbitration, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related subject to the compensation availability of the arbitrator. If no agreement can be reached as to the date and location of the arbitration, the arbitrator shall appoint a time and place in accordance with the provisions of California Code of Civil Procedure Section 1282.2(a)(1), except that the arbitrator shall give not less than 30 days notice of the hearing unless the parties mutually agree to shorten time for notice. d. The arbitrator's award parties shall be entitled to undertake discovery in writing and shall state the reasons for arbitration in accordance with the awardprovisions of subsections (a) through (d) of California Code of Civil Procedure Section 1283.

Alternative Dispute Resolution. (a) The parties Parties will attempt in good faith to resolve any controversy, claim or dispute (“Dispute”) arising out of or relating to this Agreement promptly by negotiations. Any such Dispute which is not settled by the Parties within thirty (30) days after notice of such Dispute is given by one Party to the other in writing shall be referred to a senior executive of LMI and a senior executive of COV who are authorized to settle any claim for non-payment such Disputes on behalf of charges or recovery their respective companies (“Senior Executives”). If the Dispute has not been resolved within thirty (30) days after the end of overpayment of charges for the Services thirty (hereinafter a "Billing Dispute"30) day negotiation period referred to above (which period may be extended by mutual agreement), through good faith negotiationssubject to any rights to injunctive relief and unless otherwise specifically provided for herein, any Dispute may be settled by binding arbitration as described in subsection (b) below, if the Parties so choose. The parties may However, unless the Parties agree to submit a Billing any such Dispute to non-binding mediation. At any timearbitration, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator they shall not have the power right to award seek any damages in excess of the limits set forth in relief available at law or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a equity from court of competent jurisdiction if for resolution of any such Dispute. (b) Any Dispute which is not resolved by the arbitrator has not yet been appointedParties within the time period described in subsection (a) and which the Parties agree to submit to arbitration shall be settled by final and binding arbitration to be conducted by a three person arbitration panel in Chicago, but Illinois, pursuant to the arbitrator shall have then-existing Commercial Rules of the authority to modify any injunctive relief granted by such a courtAmerican Arbitration Association. The decision or award of the arbitration award panel shall be made final within eight months of filing of the notice of arbitration final, and judgment upon the such decision or award may be entered in any competent court having or application may be made to any competent jurisdictioncourt for judicial acceptance of such decision or award and an order of enforcement. All participants and The arbitration panel shall allocate the arbitrator costs of the arbitration to one or both of the Parties as it sees fit. (c) Nothing contained in this Section or any other provision of this Agreement shall hold be construed to limit or preclude a Party from bringing an action in any court of competent jurisdiction for injunctive or other provisional relief to compel the existence, content and results other Party to comply with its obligations hereunder before or during the pendency of mediation and or arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the awardproceedings.

Alternative Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration as follows: (i) A Party may submit such dispute to arbitration by notifying the other Party, in writing, of such dispute. Within [**] after receipt of such notice, the Parties shall designate in writing a single arbitrator to resolve the dispute; provided, however, that if the Parties cannot agree on an arbitrator within such [**] period, the arbitrator shall be selected by the New York, New York office of the American Arbitration Association (the “AAA”). The parties will attempt arbitrator shall not be an Affiliate, employee, consultant, officer, director or stockholder of any Party. (ii) Within [**] after the designation of the arbitrator, the arbitrator and the Parties shall meet, at which time the Parties shall be required to settle any claim set forth in writing all disputed issues and a proposed ruling on the merits of each such issue. (iii) The arbitrator shall set a date for non-payment a hearing, which shall be no later than [**] after the submission of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"written proposals pursuant to Section 10.11(a)(ii), through good faith negotiationsto discuss each of the issues identified by the Parties. The parties may agree Parties shall have the right to submit a Billing Dispute to non-binding mediationbe represented by counsel. At any timeExcept as provided herein, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under shall be governed by the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Commercial Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR")AAA; provided, however, that the Federal Rules of Evidence shall apply with regard to the extent such rules do not conflictadmissibility of evidence and the arbitration shall be conducted by a single arbitrator. (iv) The arbitrator shall use his or her best efforts to rule on each disputed issue within [**] after the completion of the hearings described in Section 10.11(a)(iii). The Arbitration will determination of the arbitrator as to the resolution of any dispute shall be held binding and conclusive upon all Parties. All rulings of the arbitrator shall be in writing and shall be delivered to the Parties. (v) The attorneys’ fees of the Parties in any arbitration, fees of the arbitrator, and costs and expenses of the arbitration shall be borne by the Parties as determined by the arbitrator. (vi) Any arbitration pursuant to this Section 10.11 shall be conducted in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of U.S.A. Any arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in and enforced by any court having of competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the award.

Alternative Dispute Resolution. The In case any dispute arises out of this Agreement, the parties will attempt endeavor to settle such dispute amicably between themselves. If necessary, the dispute shall be presented to the Chief Executive Officer of Alliance and the head of the Hoechst Xxxxxx Xxxxxxx Pharmaceutical Group of Hoechst AG for their timely consideration and resolution. If the Chief Executive Officer of Alliance and the head of the Hoechst Xxxxxx Xxxxxxx Pharmaceutical Group of Hoechst AG or their designees cannot reach a resolution of the dispute, then such dispute shall be resolved by binding arbitration in the manner described below. In the event that the parties fail to agree, any claim for non-payment such dispute shall be finally settled by arbitration administered by and according to the Rules of charges or recovery Commercial Arbitration of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiationsAmerican Arbitration Association. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held shall take place in New York, New York, or any other location selected . The arbitration panel shall consist of one arbitrator chosen by mutual agreement consent of the partiesparties and the decision shall be final and binding on the parties and their legal successors. Should the parties fail to agree on the appointment of an arbitrator, each party shall appoint one arbitrator and the two arbitrators shall agree upon a neutral third arbitrator to serve as the sole arbitrator. The arbitrator shall not have may, at his discretion, provide for discovery by the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (parties during a period not to exceed five per side), with equal limits on four months from the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months date of filing of the notice of arbitration and judgment the arbitrator shall render his decision within 30 days of the completion of the hearing and may, at his discretion, award costs and expenses. The arbitrated award shall be final and binding on the parties. The time period for cure recited in Section 3.2(b) shall be suspended upon initiation of arbitration until completion of such arbitration. Judgment on the award may be entered in any court having of competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the award.

Alternative Dispute Resolution. The a. Any dispute or claim arising from or relating to this Agreement or performance under it shall be resolved amicably through discussions between Buyer and Seller attempting in good faith to negotiate a resolution thereof; provided, however, that either buyer or Seller may seek injunctive relief from a court of proper jurisdiction where appropriate, in order to maintain the status quo while this procedure is being followed. If the parties will attempt fail to settle resolve any claim for non-payment of charges or recovery of overpayment of charges for dispute arising under this Agreement, either party may seek arbitration as follows: (a) By written notice to the Services other party, submitting the dispute to binding arbitration, in accordance with the then- current Expedited Commercial Arbitration Rules under the American Arbitration Association (hereinafter a "Billing Dispute"“AAA”), through good faith negotiations. The parties each party to bear equally the costs of the arbitration provided, however, that the other party may agree or refuse to submit a Billing Dispute participate in such arbitration. (b) If the parties are not successful in resolving the dispute through self-help or one of the parties refuses to non-binding mediation. At any timeparticipate in arbitration, the party seeking payment may submit a notice dispute shall be resolved by litigation. b. Any claim submitted to arbitration must be governed by the Expedited Commercial Rules of the AAA: except that (i) Provision 20 must govern applicable law and construction, (ii) the locale of any arbitration will be in Detroit, Michigan or agreed to by the parties in writing, (iii) the arbitration panel will consist of a Billing Dispute for arbitration under the United States Arbitration Act single arbitrator, selected pursuant to the terms of this Section and the Non-Administered Arbitration Rules rules of the CPR Institute for Dispute Resolution AAA, ("CPR"iv) the language of the arbitration must be in English, (v) any arbitration award must state the arbitrator’s material findings of fact and conclusions of law, (vi), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, a party may seek preliminary injunctive or other equitable relief from any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if to preserve the arbitrator has not yet been appointedstatus quo pending establishment of an arbitration panel, but the arbitrator shall have the authority (vii) a prevailing party in litigation to modify any injunctive require arbitration or to obtain preliminary relief granted by such a court. The pending establishment of an arbitration panel, in arbitration, or in litigation to confirm or enforce an arbitration award shall will be made final within eight months of filing of the notice of entitled to recover is reasonable attorney’s fees and costs. Any suite to require arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existenceunder this agreement, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce judgment upon an arbitration award. Each party shall bear its own expenses , may be brought in the state and equally share expenses related to the compensation federal courts of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the awardState of Michigan.

Alternative Dispute Resolution. The parties will attempt Any dispute arising out of or relating to settle any claim for non-payment of charges or recovery of overpayment of charges this Agreement shall be resolved in accordance with the procedures specified in this Article K, which shall be the sole and exclusive procedures for the Services (hereinafter a "Billing Dispute"), through good faith negotiationsresolution of any such disputes. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this contract. Any party may agree to submit a Billing Dispute to non-binding mediationgive the other party written notice of any dispute not resolved in the normal course of business. At any timeWithin fifteen (15) Days after delivery of the notice, the receiving party seeking payment may shall submit to the other a written response. The notice and the response shall include (a) a statement of arbitration each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within thirty (30) Days after delivery of the disputing party’s notice, the executives of both parties shall meet at a Billing Dispute mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All reasonable requests for arbitration information made by one party to the other will be honored. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the matter has not been resolved by these persons within forty five (45) Days of the disputing party’s notice, the dispute shall be referred to more senior executives of both parties who have authority to settle the dispute and who shall likewise meet to attempt to resolve the dispute. If the dispute has not been resolved by negotiation within sixty (60) Days of the disputing party’s notice, or if the parties failed to meet within the thirty (30) Day period set forth above, the parties shall endeavor to settle the dispute by mediation under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the then current CPR Institute for Dispute Resolution ("CPR"), to mediation procedure in effect on the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms date of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are requiredUnless otherwise agreed, the arbitrator shall permit each parties will select a mediator from the CPR Panels of Distinguished Neutrals. Notwithstanding the provisions of this clause, either Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in seek from any court having competent jurisdictionjurisdiction hereof any interim, provisional or injunctive relief that may be necessary to protect the rights or property of any party or maintain the status quo before, during or after the pendency of the mediation proceeding. All participants The institution and maintenance of any judicial action or proceeding for any such interim, provisional or injunctive relief shall not constitute a waiver of the right or obligation of either Party to submit the dispute to negotiation and mediation as described above, including any claims or disputes arising from the exercise of such interim, provisional or injunctive relief. If the dispute has not been resolved by mediation as provided herein within ninety (90) Days of the initiation of the above procedures, either party may initiate litigation upon thirty (30) Days’ written notice to the other party; provided, however, that if one party has requested the other to participate in any of the above non-binding procedures and the arbitrator shall hold other has failed to participate, the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each requesting party shall bear its own expenses and equally share expenses related to the compensation may initiate litigation before expiration of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the awardabove period.

Alternative Dispute Resolution. The Company and Employee mutually agree that any controversy or claim arising out of or relating to this Agreement or the breach thereof, or any other dispute between the parties will attempt arising from or related to settle any Employee's employment with the Company, shall be submitted to mediation before a mutually agreeable mediator. In the event mediation is unsuccessful in resolving the claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute")controversy, through good faith negotiations. The parties may such claim or controversy shall be resolved by arbitration Company and Employee agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of that arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will shall be held in New YorkJersey, New Yorkbefore a mutually agreed upon single arbitrator licensed to practice law, or any other location selected by mutual agreement in accordance with the rules of the partiesAmerican Arbitration Association. The arbitrator shall not have the power authority to award or grant legal, equitable, and declaratory relief. Such arbitration shall be final and binding on the parties. If the parties are unable to agree on an arbitrator, the matter shall be submitted to the American Arbitration Association solely for appointment of an arbitrator. The claims covered by this Agreement ("Arbitrable Claims") include, but are not limited to, claims for wages or other compensation due; claims for breach of any damages contract (including this Agreement) or covenant (express or implied); tort claims; claims for discrimination (including, but not limited to, race, sex, religion, national origin, age, marital status, medical condition, or disability); claims for benefits (except where an employee benefit or pension plan specifies that its claims procedure shall culminate in excess an arbitration procedure different from this one); and claims for violation of any federal, state, or other law, statute, regulation, or ordinance, except claims excluded in the limits set forth following paragraph. The parties hereby waive any rights they may have to trial by jury in regard to Arbitrable Claims. Claims Employee may have for Workers' Compensation State disability or excluded under the limitations of liability provided in unemployment compensation benefits are not covered by this Agreement. The arbitrator may Also not limitcovered is either party's right to obtain provisional remedies, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive interim relief may be submitted to from a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a courtjurisdiction. The arbitration award Arbitration under this Agreement shall be made final within eight months the exclusive remedy for all Arbitrable Claims. This agreement to mediate and arbitrate survives termination of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitratorEmployee's award shall be in writing and shall state the reasons for the awardemployment.

Alternative Dispute Resolution. In the event of a dispute between you and us arising out of or relating to this Agreement, or the breach thereof, you and we shall submit the dispute to nonbinding mediation and shall make a good-faith effort to resolve the dispute through the mediation process. In the event the dispute is not resolved through mediation within 30 days following written notice by one party that it desires to enter into mediation, then such dispute shall be resolved exclusively and finally by binding arbitration by three arbitrators who will be appointed and will act as follows: The party requesting arbitration shall, simultaneously with such request, appoint one arbitrator and shall notify the other of such appointment together with such arbitrator's acceptance. Within 30 days from the receipt of such notice, the other party shall appoint another arbitrator and shall notify the requesting party of such appointment together with the second arbitrators acceptance. The third arbitrator, who shall act as chairman of the arbitration panel, shall be appointed by the other two arbitrators within the following 30 days. In the event either party fails to appoint an arbitrator or in the event no agreement is reached between the two arbitrators as to the appointment of the chairman of the arbitration panel in accordance with the foregoing provisions, such arbitrator or arbitrators shall be appointed, upon application by the interested party, by the American Arbitration Association (AAA). The arbitrators shall apply the arbitration rules of the AAA. The award of the arbitrators shall be final and shall not be subject to any appeal or challenge whatsoever. The arbitrators will not be required to file their award with any body or authority whatsoever. In the event arbitration proceedings are initiated under this section, pending such proceedings and until a final award is rendered pursuant thereto, any subsequent controversy arising between the parties will attempt shall be exclusively submitted for final decision by the arbitrators in the arbitration proceedings already pending. The arbitrators shall be instructed by the parties to settle any claim include an award for non-payment reasonable attorneys' fees, arbitrators' fees, expert witnesses, travel and other costs incurred. If a dispute arises out of charges or recovery an alleged breach of overpayment of charges for the Services this Agreement (hereinafter a "Billing Dispute"other than your failure to make timely payments due to us), through good faith negotiations. The parties may then you and we agree to submit continue to perform our respective obligations under this Agreement until an agreement is reached through mediation or the arbitrators render a Billing Dispute to non-binding mediation. At any timedecision, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing whichever is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the awardapplicable.

Alternative Dispute Resolution. The parties will attempt Any dispute or controversy between the Company and Xxxxxx, whether arising out of or relating to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any timethis Agreement, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms breach of this Agreement. The arbitrator , or otherwise, shall strictly limit discovery to be settled by arbitration administered by the production of documents directly relevant to American Arbitration Association ("AAA") in accordance with its Commercial Rules then in effect and judgment on the facts alleged in the notices of arbitration and defense. If depositions are required, award rendered by the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdictionjurisdiction thereof. All participants Any arbitration shall be held before a single arbitrator who shall be selected by the mutual agreement of the Company and Xxxxxx, unless the parties are unable to agree to an arbitrator, in which case, the arbitrator will be selected under the procedures of the AAA. The arbitrator shall hold have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction. However, either party may, without inconsistency with this arbitration provision, apply to any court having jurisdiction over such dispute or controversy and seek interim provisional, injunctive or other equitable relief until the arbitration award is rendered or the controversy is otherwise resolved. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator may disclose the existence, content and or results of mediation and any arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to hereunder without the compensation prior written consent of the arbitratorCompany and Xxxxxx. The arbitrator's award Company and Xxxxxx acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding any choice of law provision included in this Agreement, the United States Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration provision. The arbitration proceeding shall be conducted in writing and shall state Chicago, Illinois or such other location to which the reasons for the awardparties may agree.

Alternative Dispute Resolution. The parties will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be Confidential AT&T PROPRIETARY Use Pursuant to AT&T Instructions GENERAL TERMS AND CONDITIONS submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the award.

Alternative Dispute Resolution. The parties will attempt Company and Employee mutually agree that any controversy or claim arising out of or relating to settle any claim for non-payment of charges this Agreement or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New Yorkbreach thereof, or any other location selected dispute between the parties arising from or related to Employee's employment with the Company, shall be submitted to mediation before a mutually agreeable mediator. In the event mediation is unsuccessful in resolving the claim or controversy, such claim or controversy shall be resolved by mutual agreement of the partiesarbitration Company and Employee agree that arbitration shall be held in Union County, New Jersey, before a mutually agreed upon single arbitrator licensed to practice law. The arbitrator shall not have the power authority to award any damages in excess of or grant legal, equitable, and declaratory relief. Such arbitration shall be final and binding on the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defenseparties. If depositions the parties are requiredunable to agree on an arbitrator, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief matter may be submitted to the American Arbitration Association solely for appointment of an arbitrator. The claims covered by this Agreement ("Arbitrable Claims") include, but are not limited to, claims for wages or other compensation due; claims for breach of any contract (including this Agreement) or covenant (express or implied); tort claims; claims for discrimination (including, but not limited to, race, sex, religion, national origin, age, marital status, medical condition, or disability); claims for benefits (except where an employee benefit or pension plan specifies that its claims procedure shall culminate in an arbitration procedure different from this one); and claims for violation of any federal, state, or other law, statute, regulation, or ordinance, except claims excluded in the following paragraph. The parties hereby waive any rights they may have to trial by jury in regard to Arbitrable Claims. Claims Employee may have for Workers' Compensation State disability or unemployment compensation benefits are not covered by this Agreement. Also not covered is either party's right to obtain provisional remedies, or interim relief from a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a courtjurisdiction. The arbitration award Arbitration under this Agreement shall be made final within eight months the exclusive remedy for all Arbitrable Claims. This agreement to mediate and arbitrate shall survive termination of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitratorEmployee's award shall be in writing and shall state the reasons for the awardemployment.

Alternative Dispute Resolution. (a) The parties Parties will attempt in good faith to resolve any controversy, claim or dispute (“Dispute”) arising out of or relating to this Agreement promptly by negotiations. Any such Dispute which is not settled by the Parties within thirty (30) days after notice of such Dispute is given by one Party to the other in writing shall be referred to a senior executive of LMI and a senior executive of CMO who are authorized to settle any claim for non-payment such Disputes on behalf of charges or recovery their respective companies (“Senior Executives”). If the Dispute has not been resolved within thirty (30) days after the end of overpayment of charges for the Services thirty (hereinafter a "Billing Dispute"30) day negotiation period referred to above (which period may be extended by mutual agreement), through good faith negotiations. The parties may agree subject to submit any rights to injunctive relief and unless otherwise specifically provided for herein, any Dispute shall be settled by binding arbitration as described in subsection (b) below, if the Parties so choose. (b) Any Dispute which is not resolved by the Parties within the time period described in subsection (a) shall be settled by final and binding arbitration to be conducted by a Billing Dispute to non-binding mediation. At any timesingle arbitrator in Boston, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act Massachusetts, pursuant to the terms of this Section and the Nonthen-Administered Arbitration existing Commercial Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflictAmerican Arbitration Association. The Arbitration will be held in New York, New York, decision or any other location selected by mutual agreement award of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side)be final, with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the such decision or award may be entered in any competent court having or application may be made to any competent jurisdictioncourt for judicial acceptance of such decision or award and an order of enforcement. All participants and the The arbitrator shall hold allocate the existence, content and results costs of the arbitration to one or both of the Parties as it sees fit. (c) Nothing contained in this Section or any other provision of this Agreement shall be construed to limit or preclude a Party from bringing an action in any court of competent jurisdiction for injunctive or other provisional relief to compel the other Party to comply with its obligations hereunder before or during the pendency of mediation and or arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the awardproceedings.

Alternative Dispute Resolution. (a) Any dispute arising out of or relating to this Agreement, other than disputes regarding the Purchase Price to be settled pursuant to Section 3.2 herein, shall be resolved in accordance with the procedures specified in this Section, which shall constitute the sole and exclusive procedures for the resolution of such disputes. (b) The parties will attempt agree to use their best efforts to settle promptly any claim for disputes or claims arising out of or relating to this Agreement through negotiation conducted in good faith between executives having authority to reach such a settlement. If either party hereto shall so request, the parties shall mutually agree on the selection of a mediator who shall mediate the negotiations which shall be non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiationsbinding. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act All negotiations and mediation discussions pursuant to this paragraph are confidential and shall be treated as compromise and settlement negotiations for purposes of Federal Rule of Evidence 408 and applicable state rules of evidence. (c) Any dispute arising out of or relating to this Agreement or the terms of this Section breach, termination, or validity thereof, which dispute has not been resolved by a negotiation or mediation as provided in paragraph (b) hereof within 60 days from the date that either negotiations or mediation shall have been first requested, shall be settled by binding arbitration before three independent and impartial arbitrators in accordance with the Non-Administered Arbitration Rules then current rules of the CPR Institute for Dispute Resolution ("CPR")American Arbitration Association, except to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or are inconsistent with any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms provision of this Agreement, in which case the provisions of this Agreement shall be followed, and except that the arbitrations under this Agreement shall not be administered by the American Arbitration Association. The arbitrator Arbitrators shall strictly limit discovery to be (i) independent of the production of documents directly relevant to the facts alleged parties and disinterested in the notices outcome of arbitration the dispute, (ii) attorneys, accountants, investment bankers, commercial bankers or engineers familiar with contracts governing the operation of electric utility assets, and defense(iii) qualified in the subject area of the issue in dispute. If depositions are requiredFor purposes of the preceding sentence, residents of Long Island shall not be considered interested merely by virtue of their residence. The Arbitrators shall be chosen by the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side)parties, with equal limits each party choosing one arbitrator and those arbitrators choosing the third arbitrator. Judgment on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if award rendered by the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award Arbitrators may be entered in any court in the State of New York having competent jurisdictionjurisdiction thereof. All participants If either party refuses to participate in good faith in the negotiations or mediation proceedings described in paragraph (b) hereof, the other may initiate arbitration at any time after such refusal without waiting for the expiration of the 60 day period. Except as provided in Paragraph D hereof relating to provisional remedies, the Arbitrators shall decide all aspects of any dispute brought to them including attorney disqualification and the arbitrator shall hold timeliness of the existencemaking of any claim. (d) Either party may, content and results of mediation and without prejudice to any negotiation, mediation, or arbitration procedures, proceed in confidenceany court to seek provisional judicial relief if, except as in such party's sole discretion, such action is necessary to enforce a final settlement agreement avoid imminent irreparable harm, to provide uninterrupted electrical and other services, or to enforce an arbitration awardpreserve the status quo pending the conclusion of the dispute procedures specified in this Section. (e) The Arbitrators shall have no authority to award punitive damages or any other damages aside from the prevailing party's actual and consequential damages, plus interest thereon at the Best Interest Rate (as defined in the Management Services Agreement), accrued from the date such damages were incurred. The Arbitrators shall not have the authority to make any ruling, finding, or award that does not conform to the terms and conditions of this Agreement. (f) The Arbitrators may award reasonable attorneys' fees and costs of the arbitration. (g) Any claim under this Agreement shall be time-barred, regardless of any statute of limitations periods provided by state or federal law, unless negotiation or mediation with respect thereto is commenced with respect to such claim within twelve months after the basis for such claim has been discovered. (h) The Arbitrators shall have the discretion to order a pre-hearing exchange of information by the parties, including, without limitation, the production of requested documents, the exchange of summaries of testimony of proposed witnesses, and the examination by deposition of parties. Each party shall bear its own expenses of the parties agrees to produce all such requested documents and equally share expenses related to deliver to the compensation other a certificate, executed by a senior executive of the arbitrator. such party, stating that all such documents have been so produced. (i) The arbitratorsite of any Arbitration brought pursuant to this Agreement shall be Mineola or Hauppauge, New York. (j) The Arbitrator's award shall be in writing and shall state set forth the reasons factual and legal bases for the award.

Alternative Dispute Resolution. The 12.1 Both parties agree that they will first attempt to settle any claim for non-payment dispute arising out of charges or recovery of overpayment of charges for relating to this Agreement, including any question regarding its existence, interpretation, validity, breach or termination, or the Services (hereinafter a "Billing Dispute")provided hereunder, through good faith negotiations. The . 12.2 In the event that the parties may agree are unable to submit settle or resolve their dispute through negotiation, such dispute shall be subject to mediation using a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected mediator chosen by mutual agreement of the parties. 12.3 All disputes remaining unsettled for more than 60 days following the parties first mediation session with a mediator, or such longer period as the parties mutually agree upon, shall be referred to and finally resolved by arbitration. The parties agree that one arbitrator shall not have the power to award any damages in excess be appointed within twenty (20) days of receipt of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defenserequest for arbitration. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (parties cannot to exceed five per side), with equal limits agree on the number appointment of deposition hours an arbitrator in such period then either party may immediately apply for each Party (not to exceed 7 per deposition). If the appointment of an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted arbitrator to a court of competent jurisdiction if in the Province of the governing law as contained herein pursuant to such Province's applicable Arbitration Act. The place of arbitration shall be in the capital of the Province of the governing law as contained herein. Unless the arbitrator has not yet been appointedotherwise determines, but the fees of the arbitrator and the costs and expenses of the arbitration will be borne and paid equally by the parties. Such arbitration shall be final, conclusive and binding upon the parties, and the parties shall have no right of appeal or judicial review of the authority to modify any injunctive relief granted by such a courtdecision whatsoever. The parties hereby waive any such right of appeal or judicial review which may otherwise be provided for in any provincial arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment statute. Judgement upon the award award, including any interim award, rendered by the arbitrator may be entered in any court having competent jurisdiction. All participants The arbitration shall be kept confidential and the arbitrator existence of the arbitration proceeding and any element thereof (including but not limited to any pleadings, briefs or other documents submitted and exchanged and testimony and other oral submissions and any awards made) shall hold not be disclosed beyond the existencearbitrator(s), content the parties, their counsel and results any person to whom disclosure is necessary to the conduct of mediation and arbitration in confidence, the proceeding except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related may be lawfully required in judicial proceedings relating to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the awardarbitration or otherwise.

Alternative Dispute Resolution. The parties will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services provided under this Agreement (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration awardAward. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's arbitrators award shall be in writing and shall state the reasons for the award.

Alternative Dispute Resolution. The parties will attempt to settle any claim for non-payment Any disputed matter that remains unresolved under 14.1 shall be finally settled by binding arbitration ("ADR") in accordance with the commercial arbitration rules of charges or recovery the American Arbitration Association ("AAA") then in force by a panel of overpayment of charges for three arbitrators appointed in accordance with said rules (the Services (hereinafter a "Billing DisputeArbitrators"), through good faith negotiations; PROVIDED that the Arbitrators shall have appropriate experience in the biopharmaceutical industry. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice place of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will shall be held in New York, New York, and any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or a true copy thereof. The award rendered shall be final and binding upon all parties participating in such arbitration. The judgment rendered by the Arbitrators may, at the Arbitrators' discretion, include costs of arbitration, reasonable attorneys' fees and reasonable costs for any experts and other witnesses. Nothing in this A-R Agreement shall be deemed as preventing either Party from seeking injunctive relief from any court having jurisdiction over the Parties and the subject matter of the dispute as necessary to protect any Party's name, proprietary information, trade secrets, know-how or any other location selected by mutual agreement of the partiesproprietary rights. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment Judgment upon the award may be entered in any court having jurisdiction, or application may be made to such court for judicial acceptance of the award and/or an order of enforcement as the case may be. The Parties agree to use their good faith efforts to resolve the dispute within three (3) months (if the dispute relates to the failure to use Diligent Efforts or commercially reasonable efforts) or within six (6) months (for all other disputes) of receipt of the original notice of dispute and any arbitration pursuant to this Section 14.2 must be completed within one (1) year of such notice. Notwithstanding the foregoing, any disputes regarding the scope, validity, enforceability or inventorship of any patents or patent applications shall be submitted for final resolution by a court of competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the award.

Alternative Dispute Resolution. In the event of a dispute between the parties arising out of or relating to this Agreement, or the breach thereof, the parties shall submit the dispute to nonbinding mediation and shall make a good-faith effort to resolve the dispute through the mediation process. In the event the dispute is not resolved through mediation within 30 days following written notice by one party that it desires to enter into mediation, then such dispute shall be resolved exclusively and finally by binding arbitration by three arbitrators who will be appointed and will act as follows: The parties will attempt to settle any claim for non-payment party requesting arbitration shall, simultaneously with such request, appoint one arbitrator and shall notify the other of charges or recovery such appointment together with such arbitrator's acceptance. Within 30 days from the receipt of overpayment such notice, the other party shall appoint another arbitrator and shall notify the requesting party of charges for such appointment together with the Services (hereinafter a "Billing Dispute"), through good faith negotiationssecond arbitrator's acceptance. The parties may agree third arbitrator, who shall act as chairman of the arbitration panel, shall be appointed by the other two arbitrators within the following 30 days. Each party agrees to submit a Billing Dispute respond within three business days to non-binding mediationany reasonable request for information made by the arbitrators. At any time, In the event either party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under fails to appoint an arbitrator or in the United States Arbitration Act pursuant event no agreement is reached between the two arbitrators as to the terms appointment of this Section the chairman of the arbitration panel in accordance with the foregoing provisions, such The arbitrators shall apply the arbitration rules of the AAA, and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held arbitration proceedings shall take place in New YorkWestchester County, New York, or any other location selected by mutual agreement . The award of the partiesarbitrators shall be final and shall not be subject to any appeal or challenge whatsoever. The arbitrator arbitrators will not be required to file their award with any body or authority whatsoever. In the event arbitration proceedings are initiated under this section, pending such proceedings and until a final award is rendered pursuant thereto, any subsequent controversy arising between the parties shall not have be exclusively submitted for final decision by the power to award any damages arbitrators in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreementarbitration proceedings already pending. The arbitrator may not limitarbitrators shall be instructed by the parties to include an award for reasonable attorneys' fees, expand or otherwise modify the terms arbitrators' fees, expert witnesses, travel and other costs incurred. If a dispute arises out of an alleged breach of this Agreement. The arbitrator shall strictly limit discovery Agreement (other than Provider's failure to the production of documents directly relevant make timely payments due to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per sideCompany), with equal limits on then the number of deposition hours for each Party (not parties agree to exceed 7 per deposition). If continue to perform their respective obligations under this Agreement until an evidentiary hearing agreement is heldreached through mediation or the arbitrators render a decision, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the awardwhichever is applicable.

Alternative Dispute Resolution. The parties will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"a) Except as provided in Section 13.10(c), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any timeall disputes arising out of or in connection with the Transactions, this Agreement, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration Local Agreements, the Transfer Documents or any relationship created by or in accordance with the Transactions, this Agreement, the Local Agreements or the Transfer Documents shall be finally settled under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the partiesInternational Chamber of Commerce (the “Rules”) by three arbitrators applying New York law. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits Judgment on the number award rendered by the panel of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case arbitrators shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment binding upon the award Parties and their Affiliates and may be entered in any court having competent jurisdictionjurisdiction thereof. All participants Seller Parent shall nominate one arbitrator and Buyer Parent shall nominate one arbitrator. The arbitrators so nominated shall jointly nominate the third arbitrator within fifteen (15) days following the confirmation of both Party-nominated arbitrators. If the Party-nominated arbitrators cannot agree on the third arbitrator, then such third arbitrator shall hold be selected as provided in the existenceRules. The place of the arbitration and all hearings and meetings shall be Singapore, content unless the Parties otherwise agree. The arbitrator shall apply the governing Law as set forth in this Agreement. The language of the arbitral Proceedings shall be English. The arbitrators shall not issue any award, grant any relief or take any action that is prohibited by or inconsistent with the provisions of this Agreement. The arbitrators may order the pre-hearing production or exchange of documentary evidence and results may require written submissions from the parties to the arbitration, but may not otherwise order pre-hearing depositions or discovery. Unless the Parties otherwise agree, the arbitrators shall not have the power to appoint experts. The U.S. Federal Rules of mediation and arbitration in confidence, except as necessary Evidence shall apply to enforce a final settlement agreement or to enforce an arbitration awardthe arbitration. Each party to the arbitration shall bear its own attorney’s fees and expenses in connection with any arbitral Proceedings and equally share the arbitrators shall not include attorney’s fees or expenses related in any award. (b) No arbitration pursuant to this Section 13.10 shall be commenced until the Party or Affiliate thereof intending to request arbitration has first given thirty (30) days written notice of its intent to the compensation other Party and has offered to meet and confer with one or more responsible executives of the arbitratorother Party (which meeting may include one or more responsible executives of the Parties and their respective Affiliates) in an effort to resolve the dispute(s) described in detail in such written notice. The arbitrator's award If one or more responsible executives agree, within thirty (30) days after receipt of such written notice, to meet and confer with the requesting Party or Affiliate thereof, then no arbitration shall be commenced until the executives have met and conferred in writing an effort to resolve the dispute(s) or until sixty (60) days has elapsed from the date such written notice has been given. (c) The provisions of Section 13.10(a) and (b) shall state not be construed as prohibiting any Party or Affiliate thereof from applying to any court of competent jurisdiction for such injunctive or other provisional relief as may be necessary to protect that Person from irreparable harm or injury or to preserve the reasons for the awardstatus quo pending resolution of a dispute.

Alternative Dispute Resolution. The a. Except for CinemaStar's right to seek immediate injunctive and equitable relief in accordance with the provisions of Paragraphs 8, 9, 11 and 12 of this Agreement, the parties will attempt agree that all disputes, claims and other matters in controversy arising out of or relating to settle this Agreement, or the performance or breach thereof, shall be submitted to binding arbitration in accordance with the provisions and procedures of this Paragraph 14. This arbitration requirement shall include, without limitation, the agreement by Employee to submit to arbitration any claim for non-payment and all claims arising out of charges any alleged discrimination or recovery of overpayment of charges for harassment, including, but not limited to, those covered by the Services California Fair Employment and Housing Act, the 1961 Civil Rights Act, 42 U.S.C. Section 2000e (hereinafter a "Billing DisputeTitle VII"), through good faith negotiationsthe Age Discrimination in Employment Act, and the Americans With Disabilities Act. b. The arbitration provided for in this paragraph shall take place in Los Angeles County, California, in accordance with the provisions of Title 9, Sections 1280 ETSEQ. of the California Code of Civil Procedure, except as provided to the contrary hereunder. The parties may agree to submit arbitration shall be held before and decided by a Billing Dispute to non-binding mediationsingle neutral arbitrator. At any time, The single neutral arbitrator shall be selected in accordance with the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Labor Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR")American Arbitration Association, to the extent such rules do not conflict. The Arbitration will be held in New Yorkas amended and effective on January 1, New York1996, or any other location selected by mutual agreement of a process mutually agreed upon by the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery If no agreement can be reached as to the production of documents directly relevant to process for selecting the facts alleged in arbitrator or if the notices of arbitration and defense. If depositions are requiredagreed method fails, the arbitrator shall permit each Party to conduct an equal number be appointed in accordance with the provisions of depositions (not to exceed five per side), with equal limits on California Code of Civil Procedure Section 1281. c. The parties shall mutually agree upon the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing date and location of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existencearbitration, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related subject to the compensation availability of the arbitrator. If no agreement can be reached as to the date and location of the arbitration, the arbitrator shall appoint a time and place in accordance with the provisions of California Code of Civil Procedure Section 1282.2(a)(1), except that the arbitrator shall give not less than 30 days notice of the hearing unless the parties mutually agree to shorten time for notice. d. The arbitrator's award parties shall be entitled to undertake discovery in writing and shall state the reasons for arbitration in accordance with the awardprovisions of subsections (a) through (d) of California Code of Civil Procedure Section 1283.

Alternative Dispute Resolution. The parties will attempt recognize that from time to settle any claim for non-payment of charges time a dispute may arise relating to either Party's rights or recovery of overpayment of charges for the Services obligations under this Agreement (hereinafter a "Billing Dispute"). The Parties agree that any such dispute shall be resolved by the provisions set forth in this Exhibit, through the result of which shall be binding upon the parties. To begin the process, a Party first must send written notice to the other Party in accordance with the terms of the Agreement describing the dispute and requesting attempted resolution by good faith negotiationsnegotiations between their respective president or principal executive officer (or their designees) of the affected subsidiaries, divisions, or business units within twenty-eight (28) days after such notice is received. If the matter has not been resolved within twenty-eight (28) days of the notice of dispute, or if the parties fail to meet within such twenty-eight (28) days, either Party may initiate an ADR proceeding as provided herein. The parties shall have the right to be represented by counsel in such a proceeding. Subject to the foregoing, a Party may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of seek arbitration of a Billing an unresolved Dispute for arbitration under in Denver, Co, in accordance with the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution American Arbitration Association ("CPRAAA"), to the extent such rules do not conflict) governing commercial transactions. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement arbitration tribunal shall consist of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) daysarbitrators. Requests The Party initiating arbitration shall nominate one arbitrator (who shall be knowledgeable in the industry but not be affiliated with such Party) in the request for temporary injunctive relief may arbitration and the other Party shall nominate a second arbitrator (who shall be submitted knowledgeable in the industry but not be affiliated with such Party) in the answer thereto. The two arbitrators so named will then jointly appoint the third arbitrator (who shall be knowledgeable in the industry but shall not be affiliated with either Party) as chairman of the arbitration tribunal. If either Party fails to a court of competent jurisdiction nominate its arbitrator, or if the arbitrators named by the parties fail to agree on the person to be named as chairman within sixty (60) days, the office of the AAA in Denver, CO shall make the necessary appointments of an arbitrator has not yet been appointed, but or the arbitrator shall have chairman of the authority to modify any injunctive relief granted by such a courtarbitration tribunal. The award of the arbitration award tribunal shall be made final within eight months of filing of the notice of arbitration and judgment upon the such an award may be entered in any competent court having or application may be made to any competent jurisdictioncourt for judicial acceptance of such an award and an order of enforcement. All participants and Notwithstanding anything herein to the arbitrator contrary, nothing in this Exhibit shall hold preclude any Party from seeking interim or provisional relief, in the existenceform of a temporary restraining order, content and results of mediation and arbitration in confidencepreliminary injunction or other interim equitable relief concerning the Dispute, except as either prior to or during the Mediation if necessary to enforce a final settlement agreement protect the interests of such Party, or to enforce obtain specific performance of obligations under this Agreement. Further, this Section shall be specifically enforceable. Bringing or defending an arbitration award. Each party action for such relief shall bear its own expenses and equally share expenses related to the compensation not constitute waiver of the arbitratorright or avoid the obligation to mediate or arbitrate contained in this Agreement. FIRST AMENDMENT TO CLINICAL CHEMISTRY ANALYZER AGREEMENT This First Amendment to Clinical Chemistry Analyzer Agreement (the "Amendment"), entered into as of April 1st, 2014 (the "Amendment Effective Date") modifies that certain Clinical Chemistry Analyzer Agreement between FUJIFILM Corporation and Heska Corporation, dated January 30, 2007 (''Original Agreement"). The arbitrator's award Original Agreement, as amended by this Amendment, shall hereinafter be referred to as the "Agreement". Capitalized terms not otherwise defined have the meanings ascribed to them in writing the Original Agreement. In the event of any conflict between the terms and conditions of the Original Agreement and this Amendment, the terms and conditions of this Amendment shall control. The headings in this Amendment are included for purposes of convenience only and shall state not affect the reasons for the awardconstruction or interpretation of its provisions.

Alternative Dispute Resolution. The parties will attempt (a) In the event of any disputes, claims, controversies or disagreements ("DISPUTES") arising out of or relating to settle this Agreement (or Breach thereof) after the Closing hereunder, such Dispute (including any claim for non-payment of charges alleged misrepresentation and any Dispute concerning arbitrability or recovery arbitral jurisdiction) shall be settled exclusively by final and binding arbitration before three arbitrators. The arbitration shall have its seat in London and shall be conducted in accordance with the rules of overpayment the London Court of charges for International Arbitration ("LCIA") as in force on the Services date of commencement of the arbitration, and the LCIA shall administer the arbitration. In the event of any conflict between the LCIA Rules and this Section 13.16, the provisions of this Section 13.16 shall govern. (hereinafter b) The Chairman of the arbitration tribunal shall not be a "Billing Dispute")citizen of Granada, through good faith negotiationsthe Cayman Islands, Canada or the United States but shall be an attorney, judge, solicitor or barrister of a common law jurisdiction. No arbitrator shall be a current or former employee, director or partner of the party who appoints him or of any company or business in which such party holds a legal or beneficial interest consisting of 10% or more of the controlling shares or other interests. (c) This Agreement shall be construed and the obligations of the parties shall be determined in accordance with the laws of Missouri, excluding its conflict of laws provisions, except that the law of England and Wales shall govern the parties' agreement to arbitrate and shall be the procedural law of the arbitration. The language of the arbitration proceedings shall be English. (d) To the full extent permitted by law, the parties agree that any service of process or notice of claim of arbitration may be made in accordance with the notice provisions of this Agreement; that such service shall have the same effect as though service had been made in accordance with other applicable laws; and that such service shall confer jurisdiction over the party served in the arbitral or judicial proceeding in which such service was made. The parties may agree that they are private parties, and they irrevocably waive any claim of immunity from service of process, immunity from court or arbitral jurisdiction, immunity from execution or attachment and any other defense based on being an agency or instrumentality of a government or sovereign. The parties further warrant that they have the authority to appoint an agent for service of process and to agree to submit the manner of service described in this Section 13.16(d) in lieu of other legal requirements for service. (e) In addition to any other discovery provided by the LCIA Rules or the arbitral tribunal, each party shall produce to the other party, and to any other parties in the arbitration, all relevant documents in his or its possession or within his or its direct or indirect control, regardless of whether the producing party intends to introduce such documents into evidence. Such production shall be completed at least sixty (60) days prior to the arbitration hearing. In addition, each party shall be entitled to take the deposition of any five fact or expert witnesses it chooses, but such depositions shall not relieve a Billing Dispute party or witness of any obligation it would otherwise have to present live testimony at the hearing. (f) Any award rendered by the arbitrators shall be in writing, setting forth the reason for the award, and shall be the final disposition of the merits. Any award of money shall be payable in U.S. dollars using the rates of exchange reported in The Wall Street Journal on the date or dates of loss or Breach. On any monetary award, ten percent (10%) compound interest shall be awarded from the date of the Breach or loss. 77 (g) The costs of LCIA administration, the arbitrators' fees and reasonable other related costs, including attorneys' and experts' fees and expenses and travel expenses shall be borne by the parties incurring such costs unless otherwise determined by the arbitrators to be equitable under the circumstances of such proceeding. For purposes of this clause, attorneys' fees shall include an allocated portion of the cost of in-house legal counsel. (h) The arbitrators may issue interim awards, and any interim or final award of the arbitrators may be, alternatively or cumulatively, for monetary damages, an order requiring the performance of non-binding mediationmonetary obligations (including specific performance) or any other appropriate order or remedy. At Nothing in this Section 13.16, however, shall limit the right of any timeparty to apply to any court of competent jurisdiction for an order to attach or preserve, or to permit examination of, any assets or evidence, or for specific performance or other injunctive relief. Such application to a court shall not constitute a waiver of the agreement to arbitrate hereunder. (i) Any party may apply for enforcement of, or entry of judgment upon, any interim or final award in any court having jurisdiction over the person or any assets of the party against whom enforcement is sought. To the full extent permitted by applicable law, the party seeking payment may submit a notice parties agree that, in the courts of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to Cayman Islands, Bermuda and any other Crown Colonies, Territories, Dominions and Protectorates, the terms enforcement of this Section 13.16 and any interim or final award rendered hereunder shall be governed by the Non-Administered Arbitration Rules U.N. Convention on the Recognition and Enforcement of Foreign Arbitral Awards. (j) To the full extent permitted by applicable law, the parties agree to exclude court jurisdiction under sections 45 and 69 of the CPR Institute Arbitration Act 0000 xxx to waive any right to apply or appeal to any court to contest the enforceability of this Section 13.16, to contest the arbitrability of any Dispute or to set aside any interim or final award. Except for Dispute Resolution ("CPR"the court applications expressly permitted under subsection 13.16(h), the parties also waive any right to apply to a court to review or decide any question of law or fact arising in the course of the arbitration. Each of the parties represents to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement parties that this waiver is made knowingly and voluntarily after consultation with and upon the advice of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms counsel and is a material part of this Agreement. The arbitrator shall strictly limit discovery to . (k) In the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to event a court of competent jurisdiction if determines that this Agreement is invalid or unenforceable in whole or part for any reason, this Section 13.16 shall not be affected thereby and shall be given full effect without regard to the arbitrator has invalidity or unenforceability of the remainder of this Agreement. This Section 13.16 shall not yet been appointedsurvive any termination, but shall survive the arbitrator Closing, of this Agreement. (l) All information, data and documentation disclosed or delivered by a party to another party or the arbitrators in consequence of or in connection with the arbitration hereunder shall have remain the authority to modify any injunctive relief granted by such a court. The arbitration award property of the party who originally disclosed or delivered the same (the "PRODUCING PARTY") and shall be made final treated as confidential by the recipient. Except as required for enforcement of an award or as otherwise ordered by a court or government agency, such information, data and documentation shall not be disclosed by the recipient to any other person or entity, and all originals and copies thereof shall be returned directly to the Producing Party within eight months of filing ninety calendar days after the terms of the notice of arbitration and judgment upon the final award may be entered in any court having competent jurisdictionhave been fully satisfied. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the awardTHIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

Alternative Dispute Resolution. The parties will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"a) Except as provided in Section 13.10(c), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any timeall disputes arising out of or in connection with the Transactions, this Agreement, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration Local Agreements, the Transfer Documents or any relationship created by or in accordance with the Transactions, this Agreement, the Local Agreements or the Transfer Documents shall be finally settled under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of Arbitration of the CPR Institute for Dispute Resolution International Chamber of Commerce ("CPR"), to the extent such rules do not conflict. The Arbitration will be held “Rules”) by three arbitrators in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits Judgment on the number award rendered by the panel of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case arbitrators shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment binding upon the award Parties and their Affiliates and may be entered in any court having competent jurisdictionjurisdiction thereof. All participants Seller Parent shall nominate one arbitrator and Buyer Parent shall nominate one arbitrator. The arbitrators so nominated shall jointly nominate the third arbitrator within fifteen (15) days following the confirmation of both Party-nominated arbitrators. If the Party-nominated arbitrators cannot agree on the third arbitrator, then such third arbitrator shall hold be selected as provided in the existenceRules. The place of the arbitration and all hearings and meetings shall be Singapore, content unless the Parties otherwise agree. The arbitrator shall apply the governing Law as set forth in this Agreement. The language of the arbitral Proceedings shall be English. The arbitrators shall not issue any award, grant any relief or take any action that is prohibited by or inconsistent with the provisions of this Agreement. The arbitrators may order the pre-hearing production or exchange of documentary evidence and results may require written submissions from the parties to the arbitration, but may not otherwise order pre-hearing depositions or discovery. Unless the Parties otherwise agree, the arbitrators shall not have the power to appoint experts. The U.S. Federal Rules of mediation and arbitration in confidence, except as necessary Evidence shall apply to enforce a final settlement agreement or to enforce an arbitration awardthe arbitration. Each party to the arbitration shall bear its own attorney’s fees and expenses in connection with any arbitral Proceedings and equally share the arbitrators shall not include attorney’s fees or expenses related in any award. (b) No arbitration pursuant to this Section 13.10 shall be commenced until the Party or Affiliate thereof intending to request arbitration has first given thirty (30) days written notice of its intent to the compensation other Party and has offered to meet and confer with one or more responsible executives of the arbitratorother Party (which meeting may include one or more responsible executives of the Parties and their respective Affiliates) in an effort to resolve the dispute(s) described in detail in such written notice. The arbitrator's award If one or more responsible executives agree, within thirty (30) days after receipt of such written notice, to meet and confer with the requesting Party or Affiliate thereof, then no arbitration shall be commenced until the executives have met and conferred in writing an effort to resolve the dispute(s) or until sixty (60) days has elapsed from the date such written notice has been given. (c) The provisions of Section 13.10(a) and (b) shall state not be construed as prohibiting any Party or Affiliate thereof from applying to any court of competent jurisdiction for such injunctive or other provisional relief as may be necessary to protect that Person from irreparable harm or injury or to preserve the reasons for the awardstatus quo pending resolution of a dispute.

Alternative Dispute Resolution. The parties will (a) In the event of any dispute relating to this Agreement or a Product License, other than a dispute relating to the Intellectual Property Rights of any Party, the Parties shall, prior to instituting any arbitration proceeding or lawsuit (if applicable) on account of such dispute, refer such dispute to the President of Licensee and the President of Xxx Xxxx, who shall, as soon as is practicable, and with the assistance of a mediator as provided below, attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through in good faith negotiationsto resolve the dispute. The parties Parties shall select a mediator who shall serve as an impartial facilitator of such discussion. If the Parties are unable to agree upon a mediator, a mediator shall be designated by the American Arbitration Association (“AAA”). The mediation shall be treated as a settlement discussion and therefore will be privileged and confidential. The mediator may agree not testify for either Party or serve as an arbitrator in any later proceeding relating to submit a Billing Dispute to non-binding the dispute, and no recording or transcript shall be made of the mediation proceedings. Each Party shall bear its own costs in the mediation and the fees and expenses of the mediator shall be shared equally by the Parties. If such dispute is not resolved within ninety (90) days of the first written request for mediation. At any time, the party seeking payment either Party may submit a notice of seek arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant matter as set forth herein. Notwithstanding anything in this Agreement to the terms of this Section contrary, any Party shall be entitled to seek equitable relief any time if the same shall be necessary to prevent irreparable harm to any Party. (b) Except with respect to equitable relief and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), disputes relating to the extent such rules do not conflict. The Arbitration will be held in New YorkIntellectual Property Rights of any Party, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief which may be submitted to obtained in a court of competent jurisdiction jurisdiction, if the arbitrator has not yet been appointedParties are unable to resolve any dispute through the mediation provisions set forth above, but the arbitrator such dispute shall have the authority to modify any injunctive relief granted be finally resolved by such a courtarbitration. The arbitration award shall be made final within eight months of filing in accordance with the Commercial Arbitration Rules (“Rules”) of the notice of AAA which shall administer the arbitration and judgment act as appointing authority; provided that the arbitrator(s) appointed with regard to the arbitration proceeding shall not be the same persons who served as mediated in any mediation between the Parties. In addition to such discovery as may be provided for in the Rules, the Parties agree to permit (i) up to three depositions per Party and (ii) up to 15 interrogatories per Party, provided that the arbitrator(s) agree that such depositions and interrogatories are appropriate after hearing the Parties on the subject thereof. In the, event of any conflict between the Rules and the provisions of this Section 15.2, the provisions of this Section 15.2 shall govern. If the amount in controversy exceeds $50,000, then the arbitration shall be heard and determined by a panel of three arbitrators selected in accordance with the procedures of the AAA. The arbitration, including the rendering of the award, shall take place at such location as the Parties may agree and, if no location can be agreed, at such location as the AAA directs. Judgment upon the award of the arbitrators may be entered in any court having competent jurisdictionjurisdiction thereof. All participants and In the arbitrator shall hold the existence, content and results event of mediation and any arbitration in confidence, except as necessary or other legal proceeding brought by any Party against another Party with regard to enforce a final settlement agreement any matter arising out of or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to this Agreement, each Party hereby expressly agrees that the compensation final award may also provide for an allocation and division between or among the Parties to the arbitration, on a basis which is just and equitable under the circumstances, of all costs of arbitration, including court costs and arbitrators’ fees but not attorneys’ fees; provided, however, that attorneys’ fees may be awarded against a Party if the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the awardarbitrators specifically find willful misconduct by that Party.

Alternative Dispute Resolution. The parties will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("“CPR"”), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the award.

Alternative Dispute Resolution. The Subject to either party’s right to seek injunctive relief, in the event of a dispute of any kind arising out of or in any way related this Agreement or any Purchase Order issued hereunder, the parties will attempt shall endeavor in good faith to settle any claim for non-payment the dispute through negotiation. If the dispute cannot be resolved through negotiation, or another mutually agreeable dispute resolution mechanism, either of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree has the right to submit a Billing Dispute to request non-binding mediation. At any timeIf mediation fails to resolve the dispute, the party seeking payment may parties agree to submit the matter in dispute to binding arbitration. Written notice of the intent to submit a notice matter to arbitration shall be given by the party requesting the same. The arbitration proceedings shall be conducted in accordance with the CPR Rules for Non-Administered Arbitration, then in effect, or, if the parties so agree, the relevant rules of another arbitration entity or organization. In any case, regardless of a Billing Dispute for any rules of the selected arbitration under organization to the contrary, only one (1) arbitrator shall be used to decide the outcome of the arbitration. Such arbitration shall be held in Franklin, Kentucky, or if the parties agree upon another location, that other location. The prevailing party shall be entitled to an award of reasonable attorney’s fees. The arbitration shall be governed by the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR")Act, to the extent such rules do not conflict. The Arbitration will be held in New York9 U.S.C. §§1 et seq., New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the arbitrator’s award may be entered in any court having competent jurisdictionjurisdiction over such matter. All participants Each party agrees that any applicable limitations period, whether arising from contract, statute, or otherwise, will be tolled and suspending beginning when a party provides written notice to the arbitrator shall hold other party, as provided for in this Agreement, of a dispute to be resolved under this section or when the existenceparties begin negotiations under this section, content whichever is earlier. Tolling and results suspension of mediation and arbitration in confidence, except the limitations period will continue until: (i) the parties resolve the dispute as necessary to enforce evidenced by a final written settlement agreement or to enforce an (ii) forty-five (45) calendar days after a binding arbitration awarddecision is rendered, whichever is earlier. Each Notwithstanding the foregoing, in the absence of a written notice from one party shall bear its own expenses and equally share expenses related to the compensation other to submit the dispute to either non-binding mediation or binding arbitration (an “ADR Notice”), then either party may provide the other party with written notice that it desires the running of the arbitratorlimitations period to recommence. The arbitrator's award Such limitations period shall recommence forty-five (45) days thereafter, unless within such forty-five (45) day period the receiving party delivers an ADR Notice to the other party, in which event the limitations period shall be in writing tolled and shall state the reasons for the awardsuspended as set forth above.

Alternative Dispute Resolution. The parties will attempt to settle any claim for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the award.. AT&T/CUSTOMER CONFIDENTIAL Subject to Nondisclosure Obligations GENERAL TERMS AND CONDITIONS

Alternative Dispute Resolution. (a) Any dispute arising out of or relating to this Agreement, other than disputes regarding the Purchase Price to be settled pursuant to Section 3.2 herein, shall be resolved in accordance with the procedures specified in this Section, which shall constitute the sole and exclusive procedures for the resolution of such disputes. (b) The parties will attempt agree to use their best efforts to settle promptly any claim for non-payment disputes or claims arising out of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), relating to this Agreement through negotiation conducted in good faith negotiationsbetween executives having authority to reach such a settlement. The parties may agree to submit a Billing Dispute to non-binding mediation. At any timeIf either party hereto shall so request, the party seeking payment may submit a notice of arbitration parties shall mutually agree on the selection of a Billing Dispute for arbitration under mediator who shall mediate the United States Arbitration Act negotiations which shall be non- binding. All negotiations and mediation discussions pursuant to this paragraph are confidential and shall be treated as compromise and settlement negotiations for purposes of Federal Rule of Evidence 408 and applicable state rules of evidence. (c) Any dispute arising out of or relating to this Agreement or the terms of this Section breach, termination, or validity thereof, which dispute has not been resolved by a negotiation or mediation as provided in paragraph (b) hereof within 60 days from the date that either negotiations or mediation shall have been first requested, shall be settled by binding arbitration before three independent and impartial arbitrators in accordance with the Non-Administered Arbitration Rules then current rules of the CPR Institute for Dispute Resolution ("CPR")American Arbitration Association, except to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or are inconsistent with any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms provision of this Agreement, in which case the provisions of this Agreement shall be followed, and except that the arbitrations under this Agreement shall not be administered by the American Arbitration Association. The arbitrator Arbitrators shall strictly limit discovery to be (i) independent of the production of documents directly relevant to the facts alleged parties and disinterested in the notices outcome of arbitration the dispute, (ii) attorneys, accountants, investment bankers, commercial bankers or engineers familiar with contracts governing the operation of electric utility assets, and defense(iii) qualified in the subject area of the issue in dispute. If depositions are requiredFor purposes of the preceding sentence, residents of Long Island shall not be considered interested merely by virtue of their residence. The Arbitrators shall be chosen by the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side)parties, with equal limits each party choosing one arbitrator and those arbitrators choosing the third arbitrator. Judgment on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if award rendered by the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award Arbitrators may be entered in any court in the State of New York having competent jurisdictionjurisdiction thereof. All participants If either party refuses to participate in good faith in the negotiations or mediation proceedings described in paragraph (b) hereof, the other may initiate arbitration at any time after such refusal without waiting for the expiration of the 60 day period. Except as provided in Paragraph D hereof relating to provisional remedies, the Arbitrators shall decide all aspects of any dispute brought to them including attorney disqualification and the arbitrator shall hold timeliness of the existencemaking of any claim. (d) Either party may, content and results of mediation and without prejudice to any negotiation, mediation, or arbitration procedures, proceed in confidenceany court to seek provisional judicial relief if, except as in such party's sole discretion, such action is necessary to enforce a final settlement agreement avoid imminent irreparable harm, to provide uninterrupted electrical and other services, or to enforce an arbitration awardpreserve the status quo pending the conclusion of the dispute procedures specified in this Section. (e) The Arbitrators shall have no authority to award punitive damages or any other damages aside from the prevailing party's actual and consequential damages, plus interest thereon at the Best Interest Rate (as defined in the Management Services Agreement), accrued from the date such damages were incurred. The Arbitrators shall not have the authority to make any ruling, finding, or award that does not conform to the terms and conditions of this Agreement. (f) The Arbitrators may award reasonable attorneys' fees and costs of the arbitration. (g) Any claim under this Agreement shall be time- barred, regardless of any statute of limitations periods provided by state or federal law, unless negotiation or mediation with respect thereto is commenced with respect to such claim within twelve months after the basis for such claim has been discovered. (h) The Arbitrators shall have the discretion to order a pre- hearing exchange of information by the parties, including, without limitation, the production of requested documents, the exchange of summaries of testimony of proposed witnesses, and the examination by deposition of parties. Each party shall bear its own expenses of the parties agrees to produce all such requested documents and equally share expenses related to deliver to the compensation other a certificate, executed by a senior executive of the arbitrator. such party, stating that all such documents have been so produced. (i) The arbitratorsite of any Arbitration brought pursuant to this Agreement shall be Mineola or Hauppauge, New York. (j) The Arbitrator's award shall be in writing and shall state set forth the reasons factual and legal bases for the award.

Alternative Dispute Resolution. The parties will shall initially attempt in good faith to settle resolve any claim for non-payment significant controversy, claim, allegation of charges breach or recovery dispute arising out of overpayment of charges for the Services or relating to this Agreement (hereinafter collectively referred to as a "Billing Dispute") through negotiations between senior executives of Amersham and Epoch. If the Dispute is not resolved within thirty (30) days (or such other period of time mutually agreed upon by the parties) of notice of the Dispute (the "Executive Resolution Period"), through good faith negotiations. The then the parties may agree to submit a Billing the Dispute to non-arbitration as provided herein. Unless otherwise mutually agreed by the parties, only if the Dispute is not resolved through negotiations as set forth herein, may a party resort to arbitration. (a) Any controversy, dispute or claim arising out of or relating to this Agreement (or the breach hereof) that cannot be resolved by good faith negotiation between or among the parties shall be finally submitted to the American Arbitration Association ("AAA") for final and binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Commercial Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflictAAA. The Arbitration will Such arbitration shall be held in New YorkSeattle, New YorkWashington, before a single arbitrator who shall be a retired federal or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this AgreementWashington state judge. The arbitrator may not limit, expand or otherwise modify enter a default decision against any party who fails to participate in the terms of this Agreementarbitration proceedings. The arbitrator shall strictly limit discovery to the production decision of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side)be final, with equal limits unappealable and binding, and judgment on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if award rendered by the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdictionjurisdiction thereof. All participants The arbitrator shall be authorized to award any relief, whether legal or equitable, to the party so entitled to such relief. (b) In respect of any suit, action or other proceeding relating to the enforcement of any award rendered by the arbitrator, each party irrevocably submits to the non-exclusive jurisdiction of any state or federal court located in the City of Seattle, State of Washington. (c) The arbitrator shall be authorized to apportion its fees and expenses and the arbitrator shall hold the existence, content reasonable attorney's fees and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitratorparties as the arbitrator deems appropriate. The arbitrator's award In the absence of any such apportionment, the prevailing party in any arbitration or other proceeding shall be entitled, in writing addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable fees of attorneys and other professionals. (d) The parties agree that this Section 14.14 has been included to resolve rapidly and inexpensively any claims or disputes between them with respect to this Agreement, and that this Section 14.14 shall state be grounds for dismissal of any action commenced by any party in any court with respect to any controversy, dispute or claim arising out of or relating to this Agreement (or the reasons for the awardbreach hereof).

Alternative Dispute Resolution. Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, if any controversy, claim or dispute ("Dispute") between the parties arises out of the interpretation or performance of this Agreement, the parties hereto agree to make good faith efforts to resolve the dispute amicably as follows: (a) Either party has the right to request the other to meet to discuss a Dispute. The parties party requesting the meeting will attempt give at least ten (10) business days notice in writing of the subject it wishes to settle any claim discuss, provide a written statement of the Dispute, and designate an officer of the company with complete power to resolve the Dispute to attend the meeting. Within three (3) business days, the party receiving the request will provide a responsive written statement and will designate an officer of the company who will attend the meeting with complete power to resolve the Dispute. (b) If the meeting fails to resolve the Dispute as reflected in an agreement signed by their respective officers, the Dispute shall be submitted for non-payment of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute")appealable, binding determination through good faith negotiationsarbitration. The parties may agree that an officer with complete authority to submit resolve the Dispute for each entity shall attend the arbitration. An arbitrator, with oil and gas experience, chosen from the judges available through Judicial Arbitration & Mediation Services, Inc. ("JAMS") shall be the arbitrator unless the parties agree on a Billing Dispute to non-binding mediationsubstitute arbitrator because a JAMS arbitrator is not reasonably available. At any timeUnless the parties agree otherwise, the party seeking payment arbitration shall be conducted in accordance with the rules of JAMS on effect of the date of this Agreement. (c) The arbitrator may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant consider any matter relevant to the terms subject of this Section dispute and shall follow the Non-Administered Arbitration Rules statutes and substantive decision of Oklahoma law relevant to the subject. The arbitrator shall not have the authority or power to alter, amend or modify any of the CPR Institute for Dispute Resolution ("CPR"), to terms and conditions of the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess will convene a hearing and issue a final ruling within ninety (90) days of the limits set forth in date of first notice, unless otherwise agreed by the parties. (d) Any agreement by the parties with respect to arbitration procedures or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing settlement of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award dispute shall be in writing and signed and shall state be binding and final upon the reasons parties hereto. The fees and expenses of counsel, witnesses and employees of the parties hereto and all other costs and expenses incurred exclusively for the awardbenefit of the party incurring the same shall be borne by the party incurring such fees and expenses. All other fees and expenses, including without limitation, compensation for the arbitrator, shall be divided equally between the parties.

Alternative Dispute Resolution. The a. Any dispute or claim arising from or relating to this Agreement or performance under it shall be resolved amicably through discussions between Buyer and Seller attempting in good faith to negotiate a resolution thereof; provided, however, that either buyer or Seller may seek injunctive relief from a court of proper jurisdiction where appropriate, in order to maintain the status quo while this procedure is being followed. If the parties will attempt fail to settle resolve any claim for nondispute arising under this Agreement, either party may seek arbitration as follows: (a) By written notice to the other party, submitting the dispute to binding arbitration, in accordance with the then-payment of charges or recovery of overpayment of charges for current Expedited Commercial Arbitration Rules under the Services American Arbitration Association (hereinafter a "Billing Dispute"“AAA”), through good faith negotiations. The parties each party to bear equally the costs of the arbitration provided, however, that the other party may agree or refuse to submit a Billing Dispute participate in such arbitration. (b) If the parties are not successful in resolving the dispute through self-help or one of the parties refuses to non-binding mediation. At any timeparticipate in arbitration, the party seeking payment may submit a notice dispute shall be resolved by litigation. b. Any claim submitted to arbitration must be governed by the Expedited Commercial Rules of the AAA: except that i() Provision 20 must govern applicable law and construction, (ii) the locale of any arbitration will be in Detroit, Michigan or agreed to by the parties in writing, (iii) the arbitration panel will consist of a Billing Dispute for arbitration under the United States Arbitration Act single arbitrator, selected pursuant to the terms of this Section and the Non-Administered Arbitration Rules rules of the CPR Institute for Dispute Resolution AAA, ("CPR"iv) the language of the arbitration must be in English, (v) any arbitration award must state the arbitrator’s material findings of fact and conclusions of law, (vi), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, a party may seek preliminary injunctive or other equitable relief from any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if to preserve the arbitrator has not yet been appointedstatus quo pending establishment of an arbitration panel, but the arbitrator shall have the authority (vii) a prevailing party in litigation to modify any injunctive require arbitration or to obtain preliminary relief granted by such a court. The pending establishment of an arbitration panel, in arbitration, or in litigation to confirm or enforce an arbitration award shall will be made final within eight months of filing of the notice of entitled to recover is reasonable attorney’s fees and costs. Any suite to require arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and the arbitrator shall hold the existenceunder this agreement, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce judgment upon an arbitration award. Each party shall bear its own expenses , may be brought in the state and equally share expenses related to the compensation federal courts of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the awardState of Michigan.

Alternative Dispute Resolution. Any controversy, claim or dispute arising out of or relating to this Agreement that has not been resolved by the Executive Officers within thirty (30) days of referral in accordance with Section 2.3 shall be resolved through binding arbitration as follows: a. All disputes arising out of this Agreement and referred to arbitration pursuant to this Section 9.1 shall be finally resolved by arbitration conducted in the English language in Boston, Massachusetts, in accordance with the American Arbitration Association ("AAA") Arbitration Rules and Supplementary Procedures for Large, Complex Disputes. b. The parties will attempt arbitrator shall rule on each disputed issue within ninety (90) days after he or she has accepted the appointment to settle any claim for non-payment of charges serve as an arbitrator, provided that if the arbitrator is unable to render a decision within such ninety (90) day period, he or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiationsshe shall render such decision as soon thereafter as is practicable. The parties may agree arbitrator shall issue a written decision in order to submit a Billing Dispute to non-binding mediation. At any time, explain the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Arbitration Rules basis of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the partiesruling. The arbitrator shall not have the power authority to award any damages in excess punitive damages. c. The arbitrator shall be paid reasonable fees plus expenses. These fees and expenses, along with the reasonable legal fees and expenses of the limits set forth prevailing Party (including all expert witness fees and expenses), the fees and expenses of a court reporter, and any expenses for a hearing room, shall be paid as follows: i. If the arbitrator rules in or excluded under favor of one Party on all disputed issues in the limitations arbitration, the losing Party shall pay 100% of liability provided such fees and expenses. ii. If the arbitrator rules in this Agreement. The favor of one Party on some issues and the other Party on other issues, the arbitrator may not limit, expand or otherwise modify shall issue with the terms of this Agreementruling a written determination as to how such fees and expenses shall be allocated between the Parties. The arbitrator shall strictly limit discovery allocate fees and expenses in a way that bears a reasonable relationship to the production outcome of documents directly relevant to the facts alleged in arbitration, with the notices Party prevailing on more issues, or on issues of arbitration greater value or gravity, recovering a relatively larger share of its legal fees and defense. If depositions are required, expenses. d. Any decision or award of the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side)be final, with equal limits conclusive, and binding on the number of deposition hours for each Party (not Parties to exceed 7 per deposition). If an evidentiary hearing is heldthe dispute, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief and judgment may be submitted to a entered on any award in any court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdiction. All participants and To the arbitrator shall hold extent lawful, the existenceParties exclude any right of application or appeal to the Massachusetts, content and results United States or other courts in connection with any question of mediation and law arising in the arbitration or in confidenceconnection with any award or decision made by the arbitrator, except as is necessary to recognize or enforce a final settlement agreement such award or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the awarddecision.

Alternative Dispute Resolution. (a) Neither party under this Agreement shall commence any action in any court or other forum with regard to an alleged breach of any provision of this Agreement, whether in law or in equity, including, but not limited to, arbitration or litigation, unless and until such party has made a good faith determination that the cumulative damages with regard to all claims (whether or not previously asserted) are equal to or exceed $100,000 exclusive of interest; provided, however, that in the event that a claim arises (the “Claim”), the damages with regard to which do not equal or exceed $100,000 exclusive of interest, the party having such Claim shall give written notice of the existence of the Claim to the other party hereto, upon which all applicable statutes of limitations and all similar statutes shall be tolled indefinitely. No party hereto may raise a defense of laches to any Claim regarding which written notice was sent under this Agreement. (b) In connection with Claims for which damages are determined in good faith by the claiming party to be between $100,000 and $250,000, the party having such Claim shall give written notice to the other party hereto and thereafter the matter shall be resolved as follows: (i) The parties will attempt shall endeavor to settle any claim for non-payment resolve the dispute by proceeding at the instance of charges or recovery of overpayment of charges for the Services (hereinafter a "Billing Dispute"), through good faith negotiations. The parties may agree to submit a Billing Dispute either to non-binding mediation conducted under the Commercial Mediation Rules of the American Arbitration Association or under such other rules as the parties may promptly agree to employ. (ii) If the dispute has not been resolved pursuant to the aforesaid mediation procedure within sixty (60) days of commencement of such procedure (which period may be extended by mutual agreement), or if either party does not participate in good faith in mediation. At any time, the parties shall submit such dispute to arbitration. Any arbitration required under this Section 7.2 shall be conducted in accordance with the rules of the American Arbitration Association then in effect in the City of New York, County of New York with respect to expedited arbitrations and providing for at least three (3) arbitrators, which arbitrators shall be individuals skilled in the legal and business aspects of the subject matter of this Agreement and recommended by the American Arbitration Association. The parties mutually promise and agree that after any party seeking payment may submit has filed a notice of arbitration intent to arbitrate any dispute under this Agreement and before the hearing thereof, they shall make discovery and disclosure of a Billing Dispute for arbitration under the United States Arbitration Act pursuant all matters relevant to the terms subject matter of this Section and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR")such dispute, to the extent such rules do not conflictand in the manner provided by the Federal Rules of Civil Procedure. Any questions that may arise with respect to the fulfillment of or the failure to fulfill this obligation shall be referred to the arbitration panel for its determination, which shall be final and conclusive. (iii) The Arbitration will determination of the arbitration panel shall be held in New York, New York, or any other location selected by mutual agreement of binding and conclusive on the parties. The Each party shall bear the cost of one arbitrator and they shall not have split the power to award any damages in excess cost of the limits set forth in or excluded under third arbitrator, provided that if the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are requiredbelieves that any decision taken by a party is frivolous, the arbitrator may award arbitrator’s fees to the prevailing party. Each party shall permit each Party to conduct an equal number of depositions pay its own attorney’s fees. (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3iv) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment Judgment upon the award rendered may be entered in any court having competent jurisdictionjurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. All participants Any party under this Agreement may commence an action, whether in law or in equity (consistent with Sections 8.8 and 8.10 of this Agreement), for a Claim or Claims with regard to which the arbitrator alleged damages, individually or in the aggregate, exceed $250,000 as determined in good faith by the claiming party. Each party to this Agreement acknowledges and agrees that bringing an action as set forth above, either as an arbitration and/or in a court, (together with any supplemental and/or appellate proceeding) for breach of contract (or any equitable remedy related thereto) with respect to breaches of the representations and warranties, or violations of the covenants and agreements, contained in this Agreement shall hold be its sole remedy against the existenceother party(ies) with respect to the transactions contemplated by this Agreement, content absent fraud. (c) Notwithstanding any provision of this Agreement to the contrary, no party shall be liable for any consequential damages, including loss of revenue, income or profits, loss in value of assets or securities, punitive, special, treble, remote, special or indirect damages, or loss of business reputation or opportunity relating to the breach of this Agreement, including for any claim based upon any multiplier of such party’s earnings before interest, Tax, depreciation or amortization, or any similar valuation metric. (d) The parties shall treat any payments with respect to Losses arising from a breach or violation of the representations and results of mediation warranties contained in this Agreement made pursuant to this Article VII as an adjustment to the Purchase Price for all U.S. federal, state, local and arbitration in confidenceforeign Tax purposes, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award shall be in writing and shall state the reasons for the awardotherwise required by applicable law.

Alternative Dispute Resolution. The If any dispute arises between the parties will attempt relating to settle any claim for non-payment of charges this Agreement, including the breach, termination or recovery of overpayment of charges for the Services validity thereof (hereinafter a "Billing “Dispute"”), through good faith negotiationssuch Dispute shall be presented to the respective presidents or senior executives of OsoBio and Navidea for their consideration and resolution. The parties may agree to submit a Billing Dispute to non-binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act All negotiations pursuant to the terms preceding sentence will be confidential and shall be treated as compromise and settlement negotiations for purposes of this Section and applicable rules of evidence. If such parties cannot reach a resolution of the Dispute, then such Dispute shall be finally resolved by binding alternative dispute resolution in accordance with the then existing Rules for Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution Resolution, 300 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 ("CPR")“CPR Rules”) by three independent and impartial arbitrators, to of whom each party shall designate one, with the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The third arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability appointed as provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a courtCPR Rules. The arbitration award shall be made final within eight months of filing of governed by the notice of arbitration Federal Arbitration Act, 9 U.S.C. §§1 et seq. and judgment upon the award rendered by the arbitrator(s) may be entered in by any court having competent jurisdictionjurisdiction thereof, subject, however, to the right of a party to appeal such award under the CPR Arbitration Appeal Procedure. All participants and .. Arbitration shall be conducted in the arbitrator shall hold jurisdiction of the existence, content and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration awarddefendant party. Each party is required to continue to perform its obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement, unless to do so would be impossible or impracticable under the circumstances, and provided that the provisions of this Section 18.9 shall bear its own expenses and equally share expenses related not be deemed to be a waiver of any right of termination under Section 15.2. Notwithstanding anything in this Section 18.9 to the compensation of contrary, the arbitrator. The arbitrator's award parties shall be in writing and shall state the reasons for the awardentitled to seek at any time during a Dispute injunctive relief or other equitable remedies with respect to any Dispute from any court of competent jurisdiction.

Alternative Dispute Resolution. In the event of any controversy arising out of or relating to this Agreement or any other document executed in connection with this Agreement or the transactions contemplated by this Agreement, or any breach thereof, the dispute shall be submitted to binding arbitration to be conducted in Atlanta, Georgia. The parties will attempt to settle any claim for non-payment rules of charges or recovery arbitration shall be the Commercial Arbitration Rules of overpayment of charges for the Services American Arbitration Association (hereinafter a the "Billing DisputeRules"), through good faith negotiations. The as modified by any other instructions that the parties may agree to submit a Billing Dispute to non-binding mediationupon at the time. At If there is any timeconflict between those Rules and the provisions of this section, the party seeking payment may submit a notice provisions of this section shall prevail. The governing law for the arbitration shall be the law of a Billing Dispute for arbitration under the United States Arbitration Act pursuant State of Georgia without regard to its conflicts-of-laws principles that would require the application of the law of any other State. The arbitrators shall be bound by and shall strictly enforce the terms of this Section Agreement and the Non-Administered Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflict. The Arbitration will be held in New York, New York, or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreement. The arbitrator may not limit, expand or otherwise modify the terms of this Agreementits terms. The arbitrator shall strictly limit discovery to the production of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side), with equal limits on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case arbitrators shall be limited bound to honor claims of privilege or work-product doctrine recognized at law, but the arbitrators shall have the discretion to determine whether any such claim of privilege or work product doctrine applies. Such arbitration shall be initiated by any party by notifying the other party in writing and filing a demand with the American Arbitration Association. The arbitration shall be heard by a panel of three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if arbitrators selected in accordance with the arbitrator has not yet been appointedRules, but unless the arbitrator shall have the authority to modify any injunctive relief granted by such a courtparties agree otherwise. The party requesting the arbitration award shall promptly notify the arbitrators in writing of their selection, who shall then hold a hearing(s) as required by the Rules. Reasonable discovery, including depositions, shall be made final within eight months of filing permitted. Discovery issues shall be decided by the arbitrators. Post-hearing briefs shall be permitted. The arbitrators shall render a decision after the conclusion of the notice of arbitration and judgment hearing(s) in accordance with the Rules. Judgment upon the award rendered by the arbitrators may be entered in any court having competent jurisdictionjurisdiction thereof. All participants and costs of arbitration, including fees for such arbitrators, will be divided equally between the arbitrator shall hold the existence, content and results of mediation and arbitration in confidenceparties, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitrator. The arbitrator's award that attorney fees shall be allocated by the arbitrators as set forth in writing and shall state the reasons for the awardSection 14(n) below.

Alternative Dispute Resolution. The parties will shall initially attempt in good faith to settle resolve any claim for non-payment significant controversy, claim, allegation of charges breach or recovery dispute arising out of overpayment of charges for the Services or relating to this Agreement (hereinafter collectively referred to as a "Billing Dispute") through negotiations between senior executives of Qiagen and Epoch. If the Dispute is not resolved within thirty (30) days (or such other period of time mutually agreed upon by the parties) of notice of the Dispute (the "Executive Resolution Period"), through good faith negotiations. The then the parties may agree to submit a Billing the Dispute to non-arbitration as provided herein. Unless otherwise mutually agreed by the parties, only if the Dispute is not resolved through negotiations as set forth herein, may a Party resort to arbitration. All proceedings in any arbitration shall be conducted in the English language. (a) Any controversy, dispute or claim arising out of or relating to this Agreement (or the breach hereof) that cannot be resolved by good faith negotiation between or among the parties shall be finally submitted to the American Arbitration Association ("AAA") for final and binding mediation. At any time, the party seeking payment may submit a notice of arbitration of a Billing Dispute for arbitration under the United States Arbitration Act pursuant to the terms of this Section and the Non-Administered Commercial Arbitration Rules of the CPR Institute for Dispute Resolution ("CPR"), to the extent such rules do not conflictAAA. The Arbitration will Such arbitration shall be held in New YorkSeattle, New YorkWashington (unless otherwise mutually agreed by the Parties), or any other location selected by mutual agreement of the parties. The arbitrator shall not have the power to award any damages in excess of the limits set forth in or excluded under the limitations of liability provided in this Agreementbefore a single arbitrator. The arbitrator may not limit, expand or otherwise modify enter a default decision against any Party who fails to participate in the terms of this Agreementarbitration proceedings. The arbitrator shall strictly limit discovery to the production decision of documents directly relevant to the facts alleged in the notices of arbitration and defense. If depositions are required, the arbitrator shall permit each Party to conduct an equal number of depositions (not to exceed five per side)be final, with equal limits unappealable and binding, and judgment on the number of deposition hours for each Party (not to exceed 7 per deposition). If an evidentiary hearing is held, each Party's presentation of its case shall be limited to three (3) days. Requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if award rendered by the arbitrator has not yet been appointed, but the arbitrator shall have the authority to modify any injunctive relief granted by such a court. The arbitration award shall be made final within eight months of filing of the notice of arbitration and judgment upon the award may be entered in any court having competent jurisdictionjurisdiction thereof. All participants The arbitrator shall be authorized to award any relief, whether legal or equitable, to the Party so entitled to such relief. (b) In respect of any suit, action or other proceeding relating to the enforcement of any award rendered by the arbitrator, each Party irrevocably submits to the non-exclusive jurisdiction of any state or federal court located in the City of Seattle, State of Washington. (c) The arbitrator shall be authorized to apportion its fees and expenses and the arbitrator shall hold the existence, content reasonable attorney's fees and results of mediation and arbitration in confidence, except as necessary to enforce a final settlement agreement or to enforce an arbitration award. Each party shall bear its own expenses and equally share expenses related to the compensation of the arbitratorparties as the arbitrator deems appropriate. The arbitrator's award In the absence of any such apportionment, the prevailing Party in any arbitration or other proceeding shall be entitled, in writing addition to any other rights and shall state the reasons remedies it may have, to reimbursement for the awardits expenses, including court costs and reasonable fees of attorneys and other professionals. (d) The parties agree that this Section 15.13 has been included to resolve rapidly and inexpensively any claims or disputes between them with respect to this Agreement, and that this Section