Common use of Baseball Arbitration Clause in Contracts

Baseball Arbitration. In the event (a) the Parties do not enter into a Phase 3/Commercial Supply Agreement as described in Section 2.14 or (b) the Parties do not enter into a Transfer Addendum as described in Section 2.15 (“Disputed Matter”), then upon either Party’s request with respect to the Disputed Matter in clause (a) or SutroVax’s request with respect to the Disputed Matter in clause (b), such Disputed Matter shall be resolved by binding arbitration conducted pursuant to Section 11.3, except that the procedures for the conduct of such arbitration shall be as follows: 11.4.1 Each Party shall provide the arbitrator and the other Party with a written report setting forth its position with respect to the substance of such Disputed Matter and a full draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, and may submit a revised report, position and draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, to the arbitrator within [***] days of receiving the other Party’s report and draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable. If so requested by the arbitrator, each Party shall make oral and/or other written submissions to the arbitrator in accordance with procedures to be established by the arbitrator; provided that other Party shall have the right to be present during any oral submissions. The arbitrator shall select one of the Party’s draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, as his or her decision, based on what is most reasonable and equitable to each of the Parties under the circumstances and reflective of reasonable and customary terms in the biopharmaceutical industry for agreements of this type and most closely reflects the Parties’ intent as expressed in this Supply Agreement and the License Agreement, and shall not have the authority to render any substantive decision other than to so select the draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, of Sutro or SutroVax (as initially submitted, or as revised in accordance with the foregoing, as applicable). For clarity, it is understood that the Parties intend the arbitration under this Section 11.4 to be a “baseball arbitration” type proceeding; and the arbitrator may fashion such detailed procedures as the arbitrator considers appropriate to implement this intent. Notwithstanding anything to the contrary, in no event shall the Phase 3/Commercial Supply Agreement or Transfer Addendum contain any provision granting to SutroVax or its Affiliates or Sublicensees any right to obtain or use any Sutro Core Know-How. 11.4.2 In any arbitration under this Section 11.4, the arbitrator and the Parties shall use their best efforts to resolve such Disputed Matter within [***] days after the selection of the arbitrator, or as soon thereafter as is practicable.

Baseball Arbitration. In the event (a) the Parties do not enter into a Phase 3/Commercial Supply Any disputed matter expressly stated in this Agreement as described to be resolved in accordance with this Section 2.14 or (b) the Parties do not enter into a Transfer Addendum as described in Section 2.15 (“Disputed Matter”), then upon either Party’s request with respect to the Disputed Matter in clause (a) or SutroVax’s request with respect to the Disputed Matter in clause (b), such Disputed Matter 16.3 shall be resolved by binding arbitration by a single arbitrator conducted pursuant to Section 11.316.2, except that the procedures for the conduct of such arbitration shall be as follows: 11.4.1 Each (a) Within [*] after the arbitrator (and Expert(s), if the arbitrator determines to engage an Expert(s)) is appointed, each Party shall provide the arbitrator and the other Party with a written report setting forth its position with respect to the substance of such Disputed Matter disputed matter (and if the dispute is with respect to determining Success Criteria, a full draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, and of the Success Criteria being proposed by such Party). Each Party may submit a revised report, position and draft Phase 3/Commercial Supply Agreement or Transfer AddendumSuccess Criteria, as applicable, to the arbitrator within [***] days of receiving the other Party’s report and draft Phase 3/Commercial Supply Agreement or Transfer AddendumSuccess Criteria, as applicable. If so requested by the arbitrator, each Party shall make oral and/or other written submissions to the arbitrator in accordance with procedures to be established by the arbitrator; provided that the other Party shall have the right to be present during any oral submissions. The arbitrator shall select one of the Party’s draft Phase 3/Commercial Supply Agreement position (or Transfer AddendumSuccess Criteria, as applicable, as ) at his or her decision, based on what is most reasonable and equitable to each of the Parties under the circumstances and reflective of reasonable and customary terms in the biopharmaceutical industry for agreements of this type and most closely reflects the Parties’ intent as expressed in this Supply Agreement and the License Agreementcircumstances, and shall not have the authority to render any substantive decision other than to so select the one Party’s position (or draft Phase 3/Commercial Supply Agreement or Transfer AddendumSuccess Criteria, as applicable, of Sutro or SutroVax () as initially submitted, or as revised in accordance with the foregoing, as applicable). The arbitrator shall take into account Section 3.9(a) (in the context of considering the standard for the Success Criteria or the achievement thereof) and whether a Party’s position is more likely to advance the Product towards meeting the primary strategic goal for the Collaboration Program and reflects the overall commercial potential of the Product. (b) The Parties agree that the decision of the arbitrator shall become the binding decision of the JSC on the matter. For clarity, it is understood that the Parties intend the arbitration under this Section 11.4 16.3 to be a “baseball arbitration” type proceeding; and the arbitrator may fashion such detailed procedures procedures, as the arbitrator considers appropriate to implement this intent. Notwithstanding anything to the contrary, in no event shall the Phase 3/Commercial Supply Agreement or Transfer Addendum contain any provision granting to SutroVax or its Affiliates or Sublicensees any right to obtain or use any Sutro Core Know-How. 11.4.2 (c) In any arbitration under this Section 11.416.3, the arbitrator and the Parties shall use their best efforts to resolve such Disputed Matter disputed matter within [***] days after the selection of the arbitrator, or as soon thereafter as is practicable.

Baseball Arbitration. Notwithstanding anything to the contrary contained herein, any dispute which this Agreement explicitly specifies shall be resolved pursuant to this Section 16.2 shall be determined in accordance with the procedure specified in Section 16.1, superseded by the arbitration procedure specified in this Section 16.2. There shall be no mediation. The Request for baseball Arbitration may be filed by either party at any time before, during or after the period of exchange of proposals described hereunder. If a party desires to resolve a matter which this Agreement expressly provides shall be determined under this Section 16.2 , such party (the “Initiating Party”) shall give written notice to the other party (the “Responding Party”) containing a complete written proposal of the resolution for the matter in dispute. Within 10 business days after receipt of any such notice, the Responding Party shall submit to the Initiating Party a written counter proposal. The Initiating Party shall then have 2 ****** - Material has been omitted and filed separately with the Commission. business days after receipt of the counterproposal in which to decide whether to modify its proposal by giving written notice of its revised proposal to the Responding Party. The Responding Party shall then have 2 business days after receipt of the revised proposal in which to decide whether to modify its proposal by giving written notice of its revised proposal to the Initiating Party. This process shall continue with each party sending alternate proposals to the other party until such time as the earliest of (1) the parties reach agreement on how to resolve the dispute, (2) one of the parties fails to respond within 2 business days after receipt of a proposal from the other party, or (3) a party determines that it is unwilling to change its proposal further. In the event of clause (a2) the Parties do not enter into a Phase 3/Commercial Supply Agreement as described in Section 2.14 or (b3) of the Parties do not enter into foregoing sentence, either party may give written notice (a Transfer Addendum as described in Section 2.15 “Baseball Notice”) to other of its election to require the submission of their last, best, written proposals (each a “Disputed MatterSealed Proposal”), then upon either Party’s request with respect ) within 3 business days after receipt of the Baseball Notice. Each party shall submit its Sealed Proposal directly to the Disputed Matter in clause (a) or SutroVax’s request with respect WIPO and the WIPO shall not give any Sealed Proposal to the Disputed Matter in clause (b)other party hereto until both such Sealed Proposals have been received by WIPO. If a party fails timely to submit a Sealed Proposal, such Disputed Matter it shall be resolved by binding arbitration conducted pursuant deemed to Section 11.3have submitted its last written proposal as its Sealed Proposal. There shall be no further exchange of written briefs other than the Request for baseball Arbitration and the Answer to the Request and the Sealed Proposals, except that with special permission of the procedures arbitral tribunal. Within three weeks after the appointment of the arbitrators, a hearing shall be held. Each party shall be afforded such amount of time as is reasonable for the conduct presentation of such arbitration its case at the hearing, and the hearing shall be as follows: 11.4.1 Each Party shall provide the arbitrator and the other Party with sequenced in such a written report setting forth its position with respect to the substance of such Disputed Matter and a full draft Phase 3/Commercial Supply Agreement or Transfer Addendummanner, as applicable, and may submit a revised report, position and draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, to the arbitrator within [***] days of receiving the other Party’s report and draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable. If so requested by the arbitrator, each Party arbitrators shall make oral and/or other written submissions to the arbitrator in accordance with procedures determine to be established by the arbitrator; provided that other Party shall have the right to be present during any oral submissionscommercially reasonable. The arbitrator arbitrators shall select one of the Partyparty’s draft Phase 3/Commercial Supply Agreement Sealed Proposals within five (5) business days after conclusion of the hearing. The arbitrators shall be limited to awarding only one or Transfer Addendumthe other of the two Sealed Proposals submitted, as applicable, as his or her decision, based on without modification. The arbitrator shall be guided by what is most reasonable and equitable to each of the Parties under the circumstances and reflective of reasonable and customary terms in the biopharmaceutical industry for agreements of this type and most closely reflects the Parties’ intent as expressed in this Supply Agreement and the License Agreement, and shall not have the authority to render any substantive decision other than to so select the draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, of Sutro or SutroVax (as initially submitted, or as revised in accordance with the foregoingprinciples set forth in the relevant provisions of this Agreement. The selected Sealed Proposal shall become the arbitrator’s final and binding decision and award, without any modification. Reasons should not be stated in the award issued within five (5) business days as applicable). For clarityprovide hereabove, it is understood that the Parties intend the arbitration under this Section 11.4 but should be provided subsequently in a separate document, not to be a “baseball arbitration” type proceeding; and the arbitrator may fashion such detailed procedures as the arbitrator considers appropriate to implement this intent. Notwithstanding anything to the contrary, in no event shall the Phase 3/Commercial Supply Agreement or Transfer Addendum contain any provision granting to SutroVax or its Affiliates or Sublicensees any right to obtain or use any Sutro Core Know-How. 11.4.2 In any arbitration under this Section 11.4, the arbitrator and the Parties shall use their best efforts to resolve such Disputed Matter within [***] days after the selection deemed part of the arbitrator, or as soon thereafter as is practicableaward.

Baseball Arbitration. In With respect to any Baseball Matter, either Party shall have the event (a) right, following the Parties do not enter into a Phase 3/Commercial Supply Agreement as described end of the period referenced in Section 2.14 [***] or (b) Section [***], as applicable, to refer such Baseball Matter to arbitration in accordance with Section 15.2(c). In addition to the Parties do not enter into a Transfer Addendum as described procedures set forth in Section 2.15 (“Disputed Matter”15.2(c), then upon either Party’s request the following shall apply with respect to any such Baseball Matter: (i) Within [***] Business Days after appointment of the Disputed Matter in clause (a) or SutroVax’s request with respect to the Disputed Matter in clause (b), such Disputed Matter shall be resolved by binding arbitration conducted third arbitrator pursuant to Section 11.315.2(c), except that the procedures for the conduct of such arbitration shall be as follows: 11.4.1 Each each Party shall provide deliver to the arbitrator arbitrators and to the other Party with its proposal regarding such Baseball Matter (each, a written report setting forth its position with respect to the substance of such Disputed Matter and a full draft Phase 3/Commercial Supply Agreement or Transfer Addendum“Proposal”), as applicable, and may submit a revised report, position and draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, to the arbitrator within memorandum in support thereof. Within [***] days Business Days after receipt of receiving the other Party’s report Proposal and draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable. If so requested by the arbitratormemorandum, each Party shall make oral and/or other written submissions may submit to the arbitrator in accordance arbitrators (with procedures a copy to be established the other Party) a response to the other Party’s Proposal. Except as directed by the arbitrator; provided that arbitrators and in any event with both Parties present or participating, neither Party may have any other Party shall have communications (either written or oral) with the right to be present during any oral submissions. The arbitrator shall select one of the Party’s draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, as his or her decision, based on what is most reasonable and equitable to each of the Parties under the circumstances and reflective of reasonable and customary terms in the biopharmaceutical industry for agreements of this type and most closely reflects the Parties’ intent as expressed in this Supply Agreement and the License Agreement, and shall not have the authority to render any substantive decision arbitrators other than to so select for the draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, sole purpose of Sutro or SutroVax (as initially submitted, or as revised in accordance with engaging the foregoing, as applicable). For clarity, it is understood that the Parties intend the arbitration under this Section 11.4 to be a “baseball arbitration” type proceeding; and the arbitrator may fashion such detailed procedures as the arbitrator considers appropriate to implement this intent. Notwithstanding anything to the contrary, in no event shall the Phase 3/Commercial Supply Agreement or Transfer Addendum contain any provision granting to SutroVax or its Affiliates or Sublicensees any right to obtain or use any Sutro Core Know-Howarbitrators. 11.4.2 In (ii) With respect to any arbitration under this Section 11.4Non-Committee Baseball Matters, the arbitrator and the Parties shall use their best efforts to resolve such Disputed Matter within [***] days after the selection receipt of the arbitratorProposals and memoranda from both Parties, the arbitrators shall, if either Party so requests or the arbitrators so decide, hold a hearing for oral submissions on the Parties’ Proposals and memoranda. Within [***] days after (A) conclusion of the hearing, or (B) in the event no hearing is convened, after receipt of the Proposals and memoranda from both Parties, the arbitrators shall select the Proposal provided by one Party (without modification) that the arbitrators believe is most consistent with the terms of this Agreement (including, if applicable, any terms that are expressly required to be included in any agreement related to such Baseball Matter) and industry standards, and are otherwise commercially reasonable. The arbitrators must select, as soon thereafter as is practicablethe only method to resolve such a Dispute, the Proposal of one Party and, absent agreement by the Parties, may not combine elements of both of the Parties’ Proposals or terms or award any other relief or take any other action. The selection by the arbitrators of the applicable Proposal shall be binding and conclusive on the Parties. (iii) With respect to any Dispute regarding the contents of the [***] for an Optioned Program, the arbitrators shall have [***].

Baseball Arbitration. In Notwithstanding anything to the event contrary in Section 17.2.1, if the Parties or a committee or subcommittee established under this Agreement are unable to agree on any matter that is subject to arbitration under Section 17.2.2 of this Agreement, then either Party may give the other a written notice requesting arbitration to determine such matter (a "BASEBALL ARBITRATION NOTICE"), in which case the matter shall be determined by binding arbitration as follows ("BASEBALL ARBITRATION"): (a) The Parties to the Parties do not enter into a Phase 3/Commercial Supply Agreement as described in Section 2.14 or Baseball Arbitration shall be Advancis and Par; (b) the The Parties do not enter into shall jointly select a Transfer Addendum as described in Section 2.15 (“Disputed Matter”), then upon either Party’s request with respect to the Disputed Matter in clause (a) or SutroVax’s request with respect to the Disputed Matter in clause (b), such Disputed Matter shall be resolved by binding arbitration conducted pursuant to Section 11.3, except that the procedures for the conduct of such arbitration shall be as follows: 11.4.1 Each Party shall provide the arbitrator and the other Party with a written report setting forth its position with respect to the substance of such Disputed Matter and a full draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, and may submit a revised report, position and draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, to the single arbitrator within [***] 15 days after the giving of receiving the other Party’s report and draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable. If so requested by Baseball Arbitration Notice. (c) Within 30 days after the appointment of the arbitrator, each Party shall make oral and/or other submit a written submissions report to the arbitrator and to the other party, which report shall set forth the party's [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 37 -------------------------------------------------------------------------------- determination of the matter in dispute (each, a "PROPOSAL"). Such report may include such supporting documentation and related calculations as the Party submitting the Proposal deems appropriate. (d) Except as otherwise specified in this Section 17.2.2, the Baseball Arbitration shall be conducted in accordance with procedures to be established by the arbitrator; provided that other Party Section 17.2.1 hereof. (e) The arbitrator in any Baseball Arbitration shall have only the right authority to be present during any oral submissionsselect the Proposal proposed by one of the parties to the arbitration, based on which Proposal the arbitrator believes constitutes the better estimate of the Parties' intentions under this Agreement. The arbitrator shall select one of the Party’s draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, as his or her decision, based on what is most reasonable and equitable to each of the Parties under the circumstances and reflective of reasonable and customary terms in the biopharmaceutical industry for agreements of this type and most closely reflects the Parties’ intent as expressed in this Supply Agreement and the License Agreement, and shall not have the authority to render any substantive impose additional terms or a compromise of the two Parties' Proposals. (f) The parties agree that the decision other than to so select of the draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, of Sutro or SutroVax (as initially submitted, or as revised arbitral tribunal rendered in accordance with the foregoing, as applicable)this Section 17.2.2 will be final and binding. For clarity, it is understood The Parties shall sign all papers and take all actions that are required to obligate the Parties intend the arbitration under this Section 11.4 with respect to and effectuate such decision and specific performance may be a “baseball arbitration” type proceeding; and the arbitrator may fashion such detailed procedures as the arbitrator considers appropriate to implement this intent. Notwithstanding anything to the contrary, in no event shall the Phase 3/Commercial Supply Agreement or Transfer Addendum contain ordered by any provision granting to SutroVax or its Affiliates or Sublicensees any right to obtain or use any Sutro Core Know-Howcourt of competent jurisdiction. 11.4.2 In any arbitration under this Section 11.4, the arbitrator and the Parties shall use their best efforts to resolve such Disputed Matter within [***] days after the selection of the arbitrator, or as soon thereafter as is practicable.

Baseball Arbitration. In the event (a) the Parties do not enter into a Phase 3/Commercial Supply Agreement as described in Section 2.14 or (b) the Parties do not enter into a Transfer Addendum as described in Section 2.15 (“Disputed Matter”)All Disputes arising under [***], then upon either Party’s request with respect to the Disputed Matter in clause (a) or SutroVax’s request with respect to the Disputed Matter in clause (b), such Disputed Matter shall be resolved determined by binding arbitration conducted pursuant to Section 11.3administered by the International Centre for Dispute Resolution (the “ICDR”) in accordance with its International Arbitration Rules and the Final Offer Supplementary Arbitration Rules, except that the procedures for the conduct of such as modified herein. Baseball arbitration shall be as follows: 11.4.1 Each Party conducted by one (1) arbitrator who shall provide be selected jointly by the arbitrator and Parties. If the other Party with a written report setting forth its position with respect Parties are unable to the substance of such Disputed Matter and a full draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, and may submit a revised report, position and draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, to the select an arbitrator within [***] days after commencement of receiving the other Party’s report arbitration, then the arbitrator shall be appointed by the ICDR in accordance with its Rules. Any arbitrator chosen hereunder shall have educational training and draft Phase 3/Commercial Supply Agreement or Transfer Addendumindustry experience sufficient to demonstrate a reasonable level of scientific, as applicablefinancial, medical and industry knowledge relevant to the Dispute. If so requested by Within [***] after commencement of the arbitration, the responding party shall submit its written Answer to the Notice of Arbitration. Within [***] after appointment of the arbitrator, each Party shall make oral and/or other written submissions submit to the arbitrator and the other Party a proposed resolution of the Dispute that is the subject of the arbitration, together with any relevant evidence in accordance with procedures support thereof (collectively, the “Proposals”). Within [***] after the delivery of the last Proposal to be established by the arbitrator; provided that , each Party may submit a written rebuttal of the other Party’s Proposal and may also amend and re-submit its original Proposal. The Parties and the arbitrator shall meet within [***] after the Parties have submitted their final Proposals (and rebuttals, if any), at which time each Party shall have the right [***] to be present during any oral submissionsargue in support of its Proposal. The Parties may not call any witnesses in support of their arguments, nor compel any production of documents or take any discovery from the other Party in preparation for the hearing. Within [***] after such hearing, the arbitrator shall select one of the Party’s draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, as his or her decision, based on what is most reasonable and equitable to each final Proposals so submitted by one of the Parties under as the circumstances resolution of the Dispute, but may not alter the terms of either final Proposal and reflective of reasonable and customary terms may not resolve the Dispute in the biopharmaceutical industry for agreements of this type and most closely reflects the Parties’ intent as expressed in this Supply Agreement and the License Agreement, and shall not have the authority to render any substantive decision a manner other than by selection of one of the submitted final Proposals. If a Party fails to so select submit a Proposal within the draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, of Sutro or SutroVax (as initially submitted, or as revised in accordance with the foregoing, as applicable). For clarity, it is understood that the Parties intend the arbitration under this Section 11.4 to be a “baseball arbitration” type proceeding; and the arbitrator may fashion such detailed procedures as the arbitrator considers appropriate to implement this intent. Notwithstanding anything to the contrary, in no event shall the Phase 3/Commercial Supply Agreement or Transfer Addendum contain any provision granting to SutroVax or its Affiliates or Sublicensees any right to obtain or use any Sutro Core Know-How. 11.4.2 In any arbitration under this Section 11.4, the arbitrator and the Parties shall use their best efforts to resolve such Disputed Matter within initial [***] days after time frame set forth above, the selection arbitrator will select the Proposal of the arbitratorother Party as the resolution of the Dispute. The place of arbitration shall be New York City, or as soon thereafter as is practicableNew York; the language of the arbitration shall be English; and judgment on the award may be entered in any court of competent jurisdiction.

Baseball Arbitration. In the event A baseball style arbitration (“Baseball Arbitration”) may only be initiated with respect to Dispute Notice with respect to a dispute arising under Section 2.2.2. (a) The Baseball Arbitration shall be held in a location mutually agreeable to the Parties do not enter into a Phase 3/Commercial Supply Agreement as described Parties, or if no such location can be agreed, in New York City, according to the then-current commercial arbitration rules of the American Arbitration Association (“AAA”), except to the extent such rules are inconsistent with this Section 2.14 or 13.8.3; (b) The Baseball Arbitration will be conducted by one (1) arbitrator who shall be reasonably acceptable to the Parties do not enter into a Transfer Addendum as described in Section 2.15 (“Disputed Matter”), then upon either Party’s request with respect to the Disputed Matter in clause (a) or SutroVax’s request with respect to the Disputed Matter in clause (b), such Disputed Matter and who shall be resolved by binding arbitration conducted pursuant to Section 11.3, except that the procedures for the conduct of such arbitration shall be as follows: 11.4.1 Each Party shall provide the arbitrator and the other Party with a written report setting forth its position with respect to the substance of such Disputed Matter and a full draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, and may submit a revised report, position and draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, to the arbitrator within [***] days of receiving the other Party’s report and draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable. If so requested by the arbitrator, each Party shall make oral and/or other written submissions to the arbitrator appointed in accordance with procedures AAA rules. If the Parties are unable to be established by select an arbitrator, then the arbitrator; provided that other Party shall have the right to be present during any oral submissions. The arbitrator shall select one of the Party’s draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, as his or her decision, based on what is most reasonable and equitable to each of the Parties under the circumstances and reflective of reasonable and customary terms in the biopharmaceutical industry for agreements of this type and most closely reflects the Parties’ intent as expressed in this Supply Agreement and the License Agreement, and shall not have the authority to render any substantive decision other than to so select the draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, of Sutro or SutroVax (as initially submitted, or as revised be appointed in accordance with the foregoingAAA rules. Any arbitrator chosen hereunder shall have educational training and industry experience sufficient to demonstrate a reasonable level of scientific, as applicable). For clarityfinancial, it is understood that the Parties intend the arbitration under this Section 11.4 to be a “baseball arbitration” type proceeding; medical and the arbitrator may fashion such detailed procedures as the arbitrator considers appropriate to implement this intent. Notwithstanding anything industry knowledge relevant to the contrary, in no event shall the Phase 3/Commercial Supply Agreement or Transfer Addendum contain any provision granting to SutroVax or its Affiliates or Sublicensees any right to obtain or use any Sutro Core Know-How.particular dispute; 11.4.2 In any arbitration under this Section 11.4, the arbitrator and the Parties shall use their best efforts to resolve such Disputed Matter within [***] (c) Within twenty (20) days after the selection of the arbitrator, each Party shall submit to the arbitrator and the other Party a proposed resolution of the dispute that is the subject of the arbitration, together with any relevant evidence in support thereof (the “Proposals”). Within ten (10) Business Days after the delivery of the last Proposal to the arbitrator, each Party may submit a written rebuttal of the other Party’s Proposal and may also amend and re-submit its original Proposal. The Parties and the arbitrator shall meet within ten (10) Business Days after the Parties have submitted their Proposals, at which time each Party shall have one (1) hour to argue in support of its Proposal. The Parties shall not have the right to call any witnesses in support of their arguments, nor compel any production of documents or take any discovery from the other Party in preparation for the meeting. Within twenty (20) days after such meeting, the arbitrator shall select one of the Proposals so submitted by one of the Parties as soon thereafter the resolution of the dispute, but may not alter the terms of either Proposal and may not resolve the dispute in a manner other than by selection of one of the submitted Proposals. If a Party fails to submit a Proposal within the initial twenty (20) day time frame set forth in the first sentence of this Section 13.8.3(c), the arbitrator shall select the Proposal of the other Party as the resolution of the Steering Committee Dispute. Any time period set forth in this Section 13.8.3(c) may be extended by mutual agreement of the Parties; (d) No arbitrator shall have the power to award punitive damages under this Agreement regardless of whether any such damages are contained in a Proposal, and such award is practicableexpressly prohibited. The proceedings and decisions of the arbitrator shall be confidential, final and binding on the Parties. Judgment on the award so rendered may be entered in a court having jurisdiction thereof.

Baseball Arbitration. In With respect to any Baseball Matter, either Party shall have the event (a) right, following the Parties do not enter into a Phase 3/Commercial Supply Agreement as described end of the period referenced in Section 2.14 or (b) [***], as applicable, to refer such Baseball Matter to arbitration in accordance with Section 19.2(c). In addition to the Parties do not enter into a Transfer Addendum as described procedures set forth in Section 2.15 (“Disputed Matter”19.2(c), then upon either Party’s request the following shall apply with respect to any such Baseball Matter: (i) Within [***] Business Days after appointment of the Disputed Matter in clause (a) or SutroVax’s request with respect to the Disputed Matter in clause (b), such Disputed Matter shall be resolved by binding arbitration conducted third arbitrator pursuant to Section 11.319.2(c), except that the procedures for the conduct of such arbitration shall be as follows: 11.4.1 Each each Party shall provide deliver to the arbitrator arbitrators and to the other Party with its proposal regarding such Baseball Matter (each, a written report setting forth its position with respect to the substance of such Disputed Matter and a full draft Phase 3/Commercial Supply Agreement or Transfer Addendum“Proposal”), as applicable, and may submit a revised report, position and draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, to the arbitrator within memorandum in support thereof. Within [***] days Business Days after receipt of receiving the other Party’s report Proposal and draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable. If so requested by the arbitratormemorandum, each Party shall make oral and/or other written submissions may submit to the arbitrator in accordance arbitrators (with procedures a copy to be established the other Party) a response to the other Party’s Proposal. Except as directed by the arbitrator; provided that arbitrators and in any event with both Parties present or participating, neither Party may have any other Party shall have communications (either written or oral) with the right to be present during any oral submissions. The arbitrator shall select one of the Party’s draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, as his or her decision, based on what is most reasonable and equitable to each of the Parties under the circumstances and reflective of reasonable and customary terms in the biopharmaceutical industry for agreements of this type and most closely reflects the Parties’ intent as expressed in this Supply Agreement and the License Agreement, and shall not have the authority to render any substantive decision arbitrators other than to so select for the draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, sole purpose of Sutro or SutroVax (as initially submitted, or as revised in accordance with engaging the foregoing, as applicable). For clarity, it is understood that the Parties intend the arbitration under this Section 11.4 to be a “baseball arbitration” type proceeding; and the arbitrator may fashion such detailed procedures as the arbitrator considers appropriate to implement this intent. Notwithstanding anything to the contrary, in no event shall the Phase 3/Commercial Supply Agreement or Transfer Addendum contain any provision granting to SutroVax or its Affiliates or Sublicensees any right to obtain or use any Sutro Core Know-Howarbitrators. 11.4.2 In (ii) With respect to any arbitration under this Section 11.4Baseball Matters, the arbitrator and the Parties shall use their best efforts to resolve such Disputed Matter within [***] days after the selection receipt of the arbitratorProposals and memoranda from both Parties, the arbitrators shall, if either Party so requests or the arbitrators so decide, hold a hearing for oral submissions on the Parties’ Proposals and memoranda. Within [***] days after (A) conclusion of the hearing, or (B) in the event no hearing is convened, after receipt of the Proposals and memoranda from both Parties, the arbitrators shall select the Proposal provided by one Party (without modification) that the arbitrators believe is most consistent with the terms of this Agreement (including, if applicable, any terms that are expressly required to be included in any agreement related to such Baseball Matter) and industry standards, and are otherwise commercially reasonable. The arbitrators must select, as soon thereafter as the only method to resolve such a Dispute, the Proposal of one Party and, absent agreement by the Parties, may not combine elements of both of the Parties’ Proposals or terms or award any other relief or take any other action. The selection by the arbitrators of the applicable Proposal shall be binding and conclusive on the Parties. (iii) With respect to any Dispute regarding the contents of the [***] for an Optioned Program, the arbitrators shall have [***]. (iv) With respect to any Dispute regarding the contents of [***], the arbitrators shall have [***]. An arbitrator [***] a Party objects within [***] Business Days after the arbitrator is practicableselected. Without limiting Section 19.2(d)(ii), such arbitrators shall [***]. For clarity, [***].

Baseball Arbitration. Notwithstanding anything to the contrary contained herein, any dispute which this Agreement explicitly specifies shall be resolved pursuant to this Section 16.2 shall be determined in accordance with the procedure specified in Section 16.1, superseded by the arbitration procedure specified in this Section 16.2. There shall be no mediation. The Request for baseball Arbitration may be filed by either party at any time before, during or after the period of exchange of proposals described hereunder. If a party desires to resolve a matter which this Agreement expressly provides shall be determined under this Section 16.2, such party (the “Initiating Party”) shall give written notice to the other party (the “Responding Party”) containing a complete written proposal of the resolution for the matter in dispute. Within ten (10) business days after receipt of any such notice, the Responding Party shall submit to the Initiating Party a written counter proposal. The Initiating Party shall then have two (2) business days after receipt of the counterproposal in which to decide whether to modify its proposal by giving written notice of its revised proposal to the Responding Party. The Responding Party shall then have two (2) business days after receipt of the revised proposal in which to decide whether to modify its proposal by giving written notice of its revised proposal to the Initiating Party. This process shall continue with each party sending alternate proposals to the other party until such time as the earliest of (1) the parties reach agreement on how to resolve the dispute, (2) one of the parties fails to respond within two (2) business days after receipt of a proposal from the other party, or (3) a party determines that it is unwilling to change ****** - Material has been omitted and filed separately with the Commission. its proposal further. In the event of clause (a2) the Parties do not enter into a Phase 3/Commercial Supply Agreement as described in Section 2.14 or (b3) of the Parties do not enter into foregoing sentence, either party may give written notice (a Transfer Addendum as described in Section 2.15 “Baseball Notice”) to other of its election to require the submission of their last, best, written proposals (each a “Disputed MatterSealed Proposal”), then upon either Party’s request with respect ) within three (3) business days after receipt of the Baseball Notice. Each party shall submit its Sealed Proposal directly to the Disputed Matter in clause (a) or SutroVax’s request with respect WIPO and the WIPO shall not give any Sealed Proposal to the Disputed Matter in clause (b)other party hereto until both such Sealed Proposals have been received by WIPO. If a party fails timely to submit a Sealed Proposal, such Disputed Matter it shall be resolved by binding arbitration conducted pursuant deemed to Section 11.3have submitted its last written proposal as its Sealed Proposal. There shall be no further exchange of written briefs other than the Request for baseball Arbitration and the Answer to the Request and the Sealed Proposals, except that with special permission of the procedures arbitral tribunal. Within three weeks after the appointment of the arbitrators, a hearing shall be held. Each party shall be afforded such amount of time as is reasonable for the conduct presentation of such arbitration its case at the hearing, and the hearing shall be as follows: 11.4.1 Each Party shall provide the arbitrator and the other Party with sequenced in such a written report setting forth its position with respect to the substance of such Disputed Matter and a full draft Phase 3/Commercial Supply Agreement or Transfer Addendummanner, as applicable, and may submit a revised report, position and draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, to the arbitrator within [***] days of receiving the other Party’s report and draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable. If so requested by the arbitrator, each Party arbitrators shall make oral and/or other written submissions to the arbitrator in accordance with procedures determine to be established by the arbitrator; provided that other Party shall have the right to be present during any oral submissionscommercially reasonable. The arbitrator arbitrators shall select one of the Partyparty’s draft Phase 3/Commercial Supply Agreement Sealed Proposals within five (5) business days after conclusion of the hearing. The arbitrators shall be limited to awarding only one or Transfer Addendumthe other of the two Sealed Proposals submitted, as applicable, as his or her decision, based on without modification. The arbitrator shall be guided by what is most reasonable and equitable to each of the Parties under the circumstances and reflective of reasonable and customary terms in the biopharmaceutical industry for agreements of this type and most closely reflects the Parties’ intent as expressed in this Supply Agreement and the License Agreement, and shall not have the authority to render any substantive decision other than to so select the draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, of Sutro or SutroVax (as initially submitted, or as revised in accordance with the foregoingprinciples set forth in the relevant provisions of this Agreement. The selected Sealed Proposal shall become the arbitrator’s final and binding decision and award, without any modification. Reasons should not be stated in the award issued within five (5) business days as applicable). For clarityprovided hereabove, it is understood that the Parties intend the arbitration under this Section 11.4 but should be provided subsequently in a separate document, not to be a “baseball arbitration” type proceeding; and the arbitrator may fashion such detailed procedures as the arbitrator considers appropriate to implement this intent. Notwithstanding anything to the contrary, in no event shall the Phase 3/Commercial Supply Agreement or Transfer Addendum contain any provision granting to SutroVax or its Affiliates or Sublicensees any right to obtain or use any Sutro Core Know-How. 11.4.2 In any arbitration under this Section 11.4, the arbitrator and the Parties shall use their best efforts to resolve such Disputed Matter within [***] days after the selection deemed part of the arbitrator, or as soon thereafter as is practicableaward.

Baseball Arbitration. In Any inability of the event Parties to agree upon (a) the Parties do not enter into a Phase 3/Commercial Supply Agreement terms of an agreement as set forth in Section 8.1.2 (Exercise of Profit-Share Options) or Section 8.2 (Co-Detail Option), including the U.S. Allocation Percentage as defined in and described in Section 2.14 Exhibit B (Profit-Share Exhibit) or (b) the Parties do not enter into a Transfer Addendum royalties as described in Section 2.15 12.5 (“Disputed Matter”), then upon either Party’s request with respect to the Disputed Matter in clause Ownership) (each of sub-clauses (a) or SutroVax’s request with respect to the Disputed Matter in clause and (b), such Disputed Matter a “Short-Form Dispute”) shall be resolved finally determined by binding arbitration conducted pursuant to in accordance with this Section 11.317.6.3 (Baseball Arbitration) by a single arbitrator, except that which arbitrator shall (i) be neutral and independent of the procedures for Parties and all of their respective Affiliates and (ii) have significant experience and expertise in the conduct development of pharmaceutical or biologic products in oncology. Any such arbitration shall be administered by Judicial Arbitration and Mediation Services (“JAMS”) and shall be seated in San Francisco, California in accordance with the applicable JAMS Streamlined Arbitration Rules, except as follows: 11.4.1 expressly set forth herein. If the Parties are unable to agree on an arbitrator within fifteen (15) days of request by a Party for arbitration, the arbitrator shall be selected by JAMS. Each Party to the arbitration shall provide the arbitrator and the other Party with prepare a written report proposal setting forth its position with respect to the substance Short-Form Dispute, including a proposed form of such Disputed Matter and a full draft Phase 3/Commercial Supply Agreement agreement or Transfer Addendum, terms (as applicable) as specified in sub-clauses (a) and (b) above. Without delaying the arbitration procedures, and may submit for a revised report, position and draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, period not to exceed ten (10) days commencing no later than fifteen (15) days after the arbitrator within [***] days of receiving has been selected, the other Party’s report Parties shall exchange and draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable. If so requested by discuss the arbitrator, each Party shall make oral and/or other Parties’ respective written submissions proposals in good faith in an effort to resolve the arbitrator in accordance with procedures to be established by the arbitrator; provided that other Party shall have the right to be present during any oral submissionsmatter. The arbitrator shall select one of the Party’s draft Phase 3requested proposals as her/Commercial Supply Agreement or Transfer Addendum, as applicable, as his or her decision, based on what is most reasonable and equitable to each of the Parties under the circumstances and reflective of reasonable and customary terms in the biopharmaceutical industry for agreements of this type and most closely reflects the Parties’ intent as expressed in this Supply Agreement and the License Agreement, and shall not have the authority to render any substantive decision other than to so select the draft Phase 3/Commercial Supply Agreement or Transfer Addendumproposal of one of the Parties. If one Party does not submit to the arbitrator a written proposal setting forth its position within the time period established by the arbitrator therefor, as applicablethe arbitrator shall select the other Party’s proposal. The costs of such arbitration shall be shared equally by the Parties, of Sutro or SutroVax (as initially submitted, or as revised and each Party shall bear its own costs and expenses in accordance connection with the foregoing, as applicable)arbitration. For clarity, it is understood that the The Parties intend the shall use good faith efforts to complete arbitration under this Section 11.4 17.6.3 (Baseball Arbitration) within sixty (60) days following the initiation of such arbitration. The arbitrator shall establish reasonable additional procedures to be a “baseball arbitration” type proceeding; facilitate and the arbitrator may fashion complete such detailed procedures as the arbitrator considers appropriate to implement this intentarbitration within such sixty (60) day period. Notwithstanding anything to the contrary, in no event shall the Phase 3/Commercial Supply Agreement or Transfer Addendum contain any provision granting to SutroVax or its Affiliates or Sublicensees any right to obtain or use any Sutro Core Know-How. 11.4.2 In The existence of any arbitration under and all submissions, correspondence and evidence relating to such arbitration shall constitute the Confidential Information of each Party, and this Section 11.4, provision shall survive the arbitrator and the Parties shall use their best efforts to resolve such Disputed Matter within [***] days after the selection termination of the arbitrator, or as soon thereafter as is practicableany arbitration.

Baseball Arbitration. In the event If a Party exercises its rights under Section 9.5.3 to refer a dispute to expedited arbitration (a) the Parties do not enter into a Phase 3/Commercial Supply Agreement as described in Section 2.14 or (b) the Parties do not enter into a Transfer Addendum as described in Section 2.15 (an “Disputed MatterExpedited Dispute”), then upon either the Parties will follow the expedited dispute resolution process in this Section 17.1 (“Expedited Arbitration”), and not the dispute resolution processes in Section 16. The Expedited Dispute will be submitted to fast‑track, binding arbitration in accordance with the following: 17.1.1 The arbitration will be conducted in Boston, Massachusetts under the rules of the AAA for the resolution of commercial disputes in the most expedited manner permitted by such rules. The Parties will appoint a single, independent, neutral arbitrator to be selected by mutual agreement. If the Parties are unable to agree on an arbitrator, the Parties will request that the AAA select the arbitrator. The arbitrator will be a professional with at least [**] of experience in the biopharmaceutical and life sciences industries and with expertise in the structuring of the financial terms of licenses of biopharmaceutical products. The cost of the arbitration will be borne equally by the Parties. Except in a proceeding to enforce the results of the arbitration or as otherwise required by applicable Laws, neither Party nor the arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written agreement of the Parties. 17.1.2 Within [**] after such matter is referred to arbitration, each Party will provide the arbitrator with a proposal (which will be a draft of such Party’s request with respect proposed resolution) and written memorandum in support of its position regarding the Expedited Dispute, as well as any documentary evidence it wishes to provide in support thereof (each, a “Brief”) and the arbitrator will provide each Party’s Brief to the Disputed Matter other Party after it receives it from each Party. 17.1.3 Within [**] after a Party submits its Brief, the other Party will have the right to respond thereto. The response and any material in clause (a) or SutroVax’s request with respect support thereof will be provided to the Disputed Matter in clause (b), such Disputed Matter shall be resolved by binding arbitration conducted pursuant to Section 11.3, except that the procedures for the conduct of such arbitration shall be as follows: 11.4.1 Each Party shall provide the arbitrator and the other Party with a written report setting forth its position with respect to the substance of such Disputed Matter and a full draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, and may submit a revised report, position and draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, to the Party. 17.1.4 The arbitrator within [***] days of receiving the other Party’s report and draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable. If so requested by the arbitrator, each Party shall make oral and/or other written submissions to the arbitrator in accordance with procedures to be established by the arbitrator; provided that other Party shall will have the right to be present during meet with the Parties as necessary to inform the arbitrator’s determination and to conduct independent research and analysis (but shall not meet with a Party outside the presence of the other Party). Within [**] after the receipt by the arbitrator of both Parties’ responses (or expiration of the [**] period if any oral submissionsParty fails to submit a response), the arbitrator will deliver his/her decision regarding the Expedited Dispute in writing. The sole decision-making authority of the arbitrator shall be to select the proposed resolution of one of the Party’s draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, as his or her decision, based on what is most reasonable and equitable to each of the Parties under the circumstances and reflective of reasonable and customary terms in the biopharmaceutical industry for agreements of this type and most closely reflects the Parties’ intent as expressed in this Supply Agreement and the License Agreement, and shall not have the authority to render any substantive decision other than to so select the draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, of Sutro or SutroVax (as initially submitted, or as revised in accordance with the foregoing, as applicable). For clarity, it is understood that the Parties intend the arbitration under this Section 11.4 to be a “baseball arbitration” type proceeding; and the arbitrator may fashion such detailed procedures as the arbitrator considers appropriate to implement this intent. Notwithstanding anything to the contrary, in no event shall the Phase 3/Commercial Supply Agreement or Transfer Addendum contain any provision granting to SutroVax or its Affiliates or Sublicensees any right to obtain or use any Sutro Core Know-Howentirety without modification. 11.4.2 In any arbitration under this Section 11.4, the arbitrator and the Parties shall use their best efforts to resolve such Disputed Matter within [***] days after the selection of the arbitrator, or as soon thereafter as is practicable.

Baseball Arbitration. In the event (aThis Section 15.11 applies to Disputes arising under Section 14.5(c) the Parties do not enter into a Phase 3/Commercial Supply Agreement as described in Section 2.14 or (b) the Parties do not enter into a Transfer Addendum as described in Section 2.15 (“Disputed Matter”), then upon either Party’s request with respect to the Disputed Matter in clause (a) or SutroVax’s request with respect to the Disputed Matter in clause (b), such Disputed Matter shall be resolved by binding baseball arbitration. Baseball arbitration will be conducted pursuant to Section 11.3, except that the procedures for the conduct of such arbitration by [***]arbitrator who shall be as follows: 11.4.1 Each Party shall provide the arbitrator and the other Party with a written report setting forth its position with respect reasonably acceptable to the substance of such Disputed Matter Parties and a full draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, and may submit a revised report, position and draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, who shall be appointed in accordance with the Rules. If the Parties are unable to the select an arbitrator within [***] days following notice from either Party that it elects to resolve a Dispute through baseball arbitration under the terms of receiving the other Party’s report and draft Phase 3/Commercial Supply Agreement or Transfer Addendumthis Section 15.11, as applicable. If so requested by the arbitrator, each Party shall make oral and/or other written submissions to then the arbitrator in accordance with procedures to will be established by the arbitrator; provided that other Party shall have the right to be present during any oral submissions. The arbitrator shall select one of the Party’s draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, as his or her decision, based on what is most reasonable and equitable to each of the Parties under the circumstances and reflective of reasonable and customary terms in the biopharmaceutical industry for agreements of this type and most closely reflects the Parties’ intent as expressed in this Supply Agreement and the License Agreement, and shall not have the authority to render any substantive decision other than to so select the draft Phase 3/Commercial Supply Agreement or Transfer Addendum, as applicable, of Sutro or SutroVax (as initially submitted, or as revised appointed in accordance with the foregoing, as applicable)Rules. For clarity, it is understood that the Parties intend the arbitration under this Section 11.4 to be a “baseball arbitration” type proceeding; and the arbitrator may fashion such detailed procedures as the arbitrator considers appropriate to implement this intent. Notwithstanding anything to the contrary, in no event shall the Phase 3/Commercial Supply Agreement or Transfer Addendum contain any provision granting to SutroVax or its Affiliates or Sublicensees any right to obtain or use any Sutro Core Know-How. 11.4.2 In any arbitration under this Section 11.4, the arbitrator and the Parties shall use their best efforts to resolve such Disputed Matter within Within [***] days after the selection of the arbitrator, each Party shall submit to the arbitrator and to the other Party a proposed resolution of the Dispute that is the subject of the arbitration, together with any relevant evidence in support thereof (the “Proposals”). The Parties shall meet and confer on the amount and type of evidence that may be submitted to the arbitrator but, if the Parties are unable to agree, the arbitrator shall decide. Within [***] after the delivery of the last Proposal to the arbitrator, each Party may submit a written rebuttal of the other Party’s Proposal and may also amend and re-submit its original Proposal. The Parties and the arbitrator shall meet within [***] after the Parties have submitted their final Proposals (and rebuttals, if any), at which time each Party shall have [***] to argue in support of its Proposal. The Parties may not call any witnesses in support of their arguments, nor compel any production of documents or take any discovery from the other Party in preparation for the hearing; provided, that a Party may take such actions in preparation for its submission of evidence. Within [***] after such hearing, the arbitrator shall select one of the final Proposals as soon thereafter the resolution of the Dispute, but may not alter the terms of either final Proposal and may not resolve the Dispute in a manner other than by selection of one of the submitted final Proposals. The Parties agree that if the final award is rendered after this time period expires, it shall not be a basis for vacatur or grounds to resist enforcement of the award. If a Party fails to submit a Proposal within the initial [***] time frame set forth above, the arbitrator shall select the Proposal of the other Party as is practicablethe resolution of the Dispute.