Common use of Baseball Arbitration Clause in Contracts

Baseball Arbitration. Subject to Section 14.1(a), any Disputes over any amounts [***], disputes over matters set forth in Sections 4.2(b)(iii), 4.2(b)(iv), 4.2(b)(v), or 8.5(c)(i), Reversion Disputes and Transition Disputes shall be submitted to and finally resolved by the following provisions in this Section 14.1(c) (the “baseball-style” arbitration). The Parties shall [***] designate in writing a single mutually acceptable arbitrator experienced in the licensing, development, and commercialization of pharmaceutical products, who is independent of each Party (i.e., not a current or former employee, consultant, officer, or director or current stockholder of either Party or their respective Affiliates and who does not otherwise have any current or previous business relationship with either Party or their respective Affiliates). If the Parties cannot agree on an arbitrator within [***] after referral of such matter, the arbitrator shall be selected in accordance with the Rules. The arbitration shall be conducted in accordance with the Rules to the extent consistent with this Section 14.1(c). Within [***] of the arbitrator’s appointment, each Party shall prepare and deliver to both the arbitrator and the other Party its last, best offer for the applicable unresolved terms and a memorandum in support thereof. The Parties shall also provide the arbitrator with a copy of the relevant provisions of this Agreement. Each Party may submit to the arbitrator (with a copy to the other Party) a rebuttal to the other Party’s support memorandum and will at such time have the opportunity to amend its last such offer based on any new information contained in the other Party’s support memorandum. Within [***] after the arbitrator’s appointment, the arbitrator will select from the two (2) proposals provided by the Parties the proposal such arbitrator believes is the most consistent with the intent of the Parties when this Agreement was entered into; provided, however, the arbitrator may not select any compromise or combination of the two (2) proposals and may not alter the terms of this Agreement. The decision of the arbitrator shall be final and binding on the Parties. The foregoing “baseball-style” arbitration shall be the exclusive remedy of either Party if the Parties cannot agree on any Disputes over any amounts [***], disputes over matters set forth in Sections 4.2(b)(iii), 4.2(b)(iv), 4.2(b)(v), or 8.5(c)(i),

Baseball Arbitration. Subject to Section 14.1(a), any All Disputes over any amounts arising under [***], disputes over matters set forth in Sections 4.2(b)(iii), 4.2(b)(iv), 4.2(b)(v), or 8.5(c)(i), Reversion Disputes and Transition Disputes shall be submitted to and finally resolved determined by arbitration administered by the following provisions in this Section 14.1(c) International Centre for Dispute Resolution (the “baseball-style” arbitration)ICDR”) in accordance with its International Arbitration Rules and the Final Offer Supplementary Arbitration Rules, as modified herein. The Parties Baseball arbitration shall [***] designate in writing a single mutually acceptable be conducted by one (1) arbitrator experienced in who shall be selected jointly by the licensing, development, and commercialization of pharmaceutical products, who is independent of each Party (i.e., not a current or former employee, consultant, officer, or director or current stockholder of either Party or their respective Affiliates and who does not otherwise have any current or previous business relationship with either Party or their respective Affiliates)Parties. If the Parties cannot agree on are unable to select an arbitrator within [***] after referral commencement of such matterthe arbitration, then the arbitrator shall be selected appointed by the ICDR in accordance with the its Rules. The arbitration Any arbitrator chosen hereunder shall be conducted in accordance with the Rules have educational training and industry experience sufficient to demonstrate a reasonable level of scientific, financial, medical and industry knowledge relevant to the extent consistent with this Section 14.1(c)Dispute. 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’s appointment, each Party shall prepare and deliver submit to both the arbitrator and the other Party its lasta proposed resolution of the Dispute that is the subject of the arbitration, best offer for the applicable unresolved terms and a memorandum together with any relevant evidence in support thereof. The Parties shall also provide thereof (collectively, the arbitrator with a copy of the relevant provisions of this Agreement. Each Party may submit to the arbitrator (with a copy to the other Party) a rebuttal to the other Party’s support memorandum and will at such time have the opportunity to amend its last such offer based on any new information contained in the other Party’s support memorandum“Proposals”). Within [***] after the delivery of the last Proposal to the arbitrator, each Party may submit a written rebuttal of the other Party’s appointmentProposal 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. Within [***] after such hearing, the arbitrator will shall select from one of the two (2) proposals provided final Proposals so submitted by the Parties the proposal such arbitrator believes is the most consistent with the intent one of the Parties when this Agreement was entered into; provided, however, as the arbitrator may not select any compromise or combination resolution of the two (2) proposals and Dispute, but may not alter the terms of this Agreement. The decision either final Proposal and may not resolve the Dispute in a manner other than by selection of one of the arbitrator shall be submitted final and binding on Proposals. If a Party fails to submit a Proposal within the Parties. The foregoing “baseball-style” arbitration shall be the exclusive remedy of either Party if the Parties cannot agree on any Disputes over any amounts initial [***], disputes over matters ] time frame set forth above, the arbitrator will select the Proposal of the other Party as the resolution of the Dispute. The place of arbitration shall be New York City, New York; the language of the arbitration shall be English; and judgment on the award may be entered in Sections 4.2(b)(iii), 4.2(b)(iv), 4.2(b)(v), or 8.5(c)(i),any court of competent jurisdiction.

Baseball Arbitration. Subject to Section 14.1(a), any Any Disputes over any amounts [***]invoiced under this Agreement, disputes Disputes over matters set forth in Sections 4.2(b)(iii2.10.2 (Decision-making for DT Co-Co Plans), 4.2(b)(iv5.10.3(b) (Payments under Co-Co Moderna In-License Agreements), 4.2(b)(v5.10.4(b) (Payments under Co-Co Metagenomi In-License Agreements) and 12.6.2(b) (Reversion), or 8.5(c)(i), Reversion Disputes and Transition Disputes shall be submitted to and finally resolved by the following provisions in this Section 14.1(c) 13.4 (the “baseball-style” arbitrationBaseball Arbitration). The Parties shall [***] promptly designate in writing a single mutually acceptable arbitrator experienced in the licensing, development, and commercialization of pharmaceutical products, who is independent of each Party (i.e., not a current or former employee, consultant, officer, or director or current stockholder of either Party or their respective Affiliates and who does not otherwise have any current or previous business relationship with either Party or their respective Affiliates). If the Parties cannot agree on an arbitrator within [***] after referral of such matter, the arbitrator shall be selected in accordance with by the RulesPresident of Greater Boston Chamber of Commerce. The arbitration shall be conducted in accordance with the ICC Arbitration Rules to the extent consistent with this Section 14.1(c13.4 (Baseball Arbitration). Within [***] of the arbitrator’s appointment, each Party shall prepare and deliver to both the arbitrator and the other Party its last, best offer for the applicable unresolved terms and a memorandum in support thereof. The Parties shall also provide the arbitrator with a copy of the relevant provisions of this Agreement. Each Party may submit to the arbitrator (with a copy to the other Party) a rebuttal to the other Party’s support memorandum and will shall at such time have the opportunity to amend its last such offer based on any new information contained in the other Party’s support memorandum. Within [***] after the arbitrator’s appointment, the arbitrator will shall select from the two (2) proposals provided by the Parties the proposal such arbitrator believes is the most consistent with the intent of the Parties when this Agreement was entered into; provided, however, into provided the arbitrator may not select any compromise or combination of the two (2) proposals and may not alter the terms of this Agreement. The decision of the arbitrator shall be final and binding on the Parties. The foregoing “baseball-style” arbitration shall be the exclusive remedy of either Party if the Parties cannot agree on any Disputes over any amounts [***]invoiced under this Agreement, disputes or Disputes over matters set forth in Sections 4.2(b)(iii2.10.2 (Decision-making for DT Co-Co Plans), 4.2(b)(iv5.10.3(b) (Payments under Co-Co Moderna In-License Agreements), 4.2(b)(v5.10.4(b) (Payments under Co-Co Metagenomi In-License Agreements) and 12.6.2(b) (Reversion), or 8.5(c)(i),.

Baseball Arbitration. Subject to Section 14.1(a)14.1, any Disputes over any amounts [***], disputes over matters set forth in Sections 4.2(b)(iii), 4.2(b)(iv), 4.2(b)(v), or 8.5(c)(i), Reversion Disputes and Transition Disputes Combination Product Dispute (pursuant to Section 1.60) shall be submitted to and finally resolved by the following provisions in this Section 14.1(c) (the i.e., “baseball-style” arbitration). The Parties shall [***] promptly designate in writing a single mutually acceptable arbitrator experienced in the licensing, development, and commercialization of pharmaceutical products, who is independent of each Party (i.e., not a current or former employee, consultant, officer, or director or current stockholder of either Party or their respective Affiliates and who does not otherwise have any current or previous business relationship with either Party or their respective Affiliates). If the Parties cannot agree on an arbitrator within [***] after referral of such matter, the arbitrator shall be selected in accordance with by the RulesPresident of the Chamber of Commerce of New York. The arbitration shall be conducted in accordance with the Rules to the extent consistent with this Section 14.1(c14.2(b). Within [***] of the arbitrator’s appointment, each Party shall prepare and deliver to both the arbitrator and the other Party its last, best offer for the applicable unresolved terms and a memorandum in support thereof. The Parties shall also provide the arbitrator with a copy of the relevant provisions of this Agreement. Each Party may submit to the arbitrator (with a copy to the other Party) a rebuttal to the other Party’s support memorandum and will at such time have the opportunity to amend its last such offer based on any new information contained in the other Party’s support memorandum. Within [***] after the arbitrator’s appointment, the arbitrator will select from the two (2) [***] proposals provided by the Parties the proposal such arbitrator believes is the most consistent with the intent of the Parties when this Agreement was entered into; provided, however, into provided the arbitrator may not select any compromise or combination of the two (2) proposals and may not alter the terms of this Agreement. The decision of the arbitrator shall be final and binding on the Parties. The foregoing “baseball-style” arbitration shall be the exclusive remedy of either Party if the Parties cannot agree on any Disputes over any amounts [***], disputes over matters set forth in Sections 4.2(b)(iii), 4.2(b)(iv), 4.2(b)(v), or 8.5(c)(i),a Combination Product Dispute.

Baseball Arbitration. Subject For any dispute under this Agreement that is expressly designated under this Agreement to Section 14.1(a), any Disputes over any amounts [***], disputes over matters set forth in Sections 4.2(b)(iii), 4.2(b)(iv), 4.2(b)(v), or 8.5(c)(i), Reversion Disputes and Transition Disputes shall be submitted for arbitration pursuant to and finally resolved by the following provisions in this Section 14.1(c) (20.6.2, the “provisions of the first paragraph of this Section 20.6 shall apply, except as follows: The Party invoking baseball-style” arbitration)style arbitration will so notify the other Party in writing. The Parties shall [***] designate in writing notice will contain a single mutually acceptable arbitrator experienced in list of all issues the licensing, development, and commercialization of pharmaceutical products, who is independent of each Party (i.e., not a current or former employee, consultant, officer, or director or current stockholder of either Party or their respective Affiliates and who does not otherwise have any current or previous business relationship with either Party or their respective Affiliates). If the Parties cannot agree on an arbitrator within [***] after referral of such matter, the arbitrator shall be selected in accordance with the Rules. The arbitration shall be conducted in accordance with the Rules proposes to the extent consistent with this Section 14.1(c)submit to arbitration. Within [***] days after receipt of any such notice, the arbitrator’s appointment, each Party shall prepare and deliver receiving the notice will promptly notify the initiating Party of any additional issues that the receiving Party intends to both include in the arbitrator and the other Party its last, best offer for the applicable unresolved terms and a memorandum in support thereofarbitration. The Parties shall also provide the arbitrator with a copy of the relevant provisions of this Agreement. Each Party may submit to the arbitrator (with a copy to the other Party) a rebuttal to the other Party’s support memorandum and will at such time have the opportunity to amend its last such offer based on any new information contained issues listed in the other Party’s support memorandumnotice and in such reply will be the only issues submitted to such arbitration. Within [***] days after the designation of the arbitrator, each Party shall provide to the arbitrator in writing a proposal that contains that Party’s appointment“final best offer” on each open issue, as well as a summary of the Party’s position with respect to each such issue. Upon receipt of such proposals from each Party, the arbitrator shall provide copies of the same to the other Party. Each Party shall have [***] days from receipt of the other Party’s proposal to submit a written response thereto, which may include any relevant information in support thereof. The arbitrator shall use his or her best efforts to resolve the dispute within [***] days after submission of responses. The arbitrator will select from the two (2) proposals provided by single proposal that, in the Parties determination of the proposal such arbitrator believes arbitrator, most closely conforms to the requirements of this Agreement and is the most consistent with fair and reasonable to the intent Parties in light of the Parties when this Agreement was entered into; provided, however, the arbitrator may not select any compromise or combination totality of the two (2) proposals circumstances and may not alter the terms of this Agreement. The decision At any time prior to the determination, either Party may accept the other Party’s position on any unresolved issue and in such event such position will be deemed part of the arbitrator shall be final document and binding on the Parties. The foregoing “baseball-style” arbitration shall be the exclusive remedy of either Party if the Parties cannot agree on any Disputes over any amounts [***], disputes over matters set forth in Sections 4.2(b)(iii), 4.2(b)(iv), 4.2(b)(v), or 8.5(c)(i),no longer subject to arbitration.

Baseball Arbitration. Subject to Section 14.1(a14.1, any Development Participation Costs Dispute (pursuant to Section 4.7(b)), any Disputes over any amounts Joint Clinical Trial Costs Dispute (pursuant to Section 4.3(b)(iii)), [***], disputes over matters set forth in Sections 4.2(b)(iii), 4.2(b)(iv), 4.2(b)(v), ] or 8.5(c)(i), Reversion Disputes and Transition Disputes Combination Product Dispute (pursuant to Section 1.55) shall be submitted to and finally resolved by the following provisions in this Section 14.1(c) (the i.e., “baseball-style” arbitration). The Parties shall [***] promptly designate in writing a single mutually acceptable arbitrator experienced in the licensing, development, and commercialization of pharmaceutical products, who is independent of each Party (i.e., not a current or former employee, consultant, officer, or director or current stockholder of either Party or their respective Affiliates affiliates and who does not otherwise have any current or previous business relationship with either Party or their respective Affiliates). If the Parties cannot agree on an arbitrator within [***] fifteen (15) Business Days after referral of such matter, the arbitrator shall be selected in accordance with by the RulesPresident of the Chamber of Commerce of New York. The arbitration shall be conducted in accordance with the Rules to the extent consistent with this Section 14.1(c14.2(b). Within [***] fifteen (15) Business Days of the arbitrator’s appointment, each Party shall prepare and deliver to both the arbitrator and the other Party its last, best offer for the applicable unresolved terms and a memorandum in support thereof. The Parties shall also provide the arbitrator with a copy of the relevant provisions of this Agreement. Each Party may submit to the arbitrator (with a copy to the other Party) a rebuttal to the other Party’s support memorandum and will at such time have the opportunity to amend its last such offer based on any new information contained in the other Party’s support memorandum. Within [***] forty-five (45) Business Days after the arbitrator’s appointment, the arbitrator will select from the two (2) proposals provided by the Parties the proposal such arbitrator believes is the most consistent with the intent of the Parties when this Agreement was entered into; provided, however, into provided the arbitrator may not select any compromise or combination of the two (2) proposals and may not alter the terms of this Agreement. The decision of the arbitrator shall be final and binding on the Parties. The foregoing “baseball-style” arbitration shall be the exclusive remedy of either Party if the Parties cannot agree on any Disputes over any amounts a Development Participation Costs Dispute, Joint Clinical Trial Costs Dispute, [***], disputes over matters set forth in Sections 4.2(b)(iii), 4.2(b)(iv), 4.2(b)(v), ] or 8.5(c)(i),Combination Product Dispute.