Common use of Baseball-Style Arbitration Clause in Contracts

Baseball-Style Arbitration. If the Parties are unable to agree on the terms of the Transfer Agreement, Immunocore may submit such dispute to arbitration for resolution in accordance with the following provisions: (a) Immunocore shall notify GNE of its decision to initiate the arbitration proceeding pursuant to this Section 20.7.5 through written notice to GNE within the [***] negotiation period specified in Section 20.7.1(c) above. (b) Within [***] following GNE’s receipt of such notice, the Parties shall use commercially reasonable efforts to agree on an independent Third Party expert with at least [***] of experience in the licensing of pharmaceutical compounds or products. If the Parties cannot agree on such expert within such time period, each Party shall nominate one independent expert within such [***] period, and the two experts so selected shall nominate the final independent expert within [***] of their nomination. If the two experts so selected cannot agree on the final independent expert, such final independent expert shall be nominated by the President of the Chamber of Commerce of London. For the avoidance of doubt, it is understood and agreed that such final independent expert should have at least [***] of experience in the licensing of pharmaceutical compounds or products. (c) Within [***] of its appointment, the expert shall set a date for the arbitration, which date shall be no more than [***] after the date the arbitration is demanded under Section 20.7.5; (d) The arbitration shall be “baseball-style” arbitration; accordingly, at least [***] prior to the arbitration, each Party shall provide the expert with a written agreement on the terms the Transfer Agreement suggested by it. Such written agreement may be no more than [***], and must clearly provide and identify the Party’s position with respect to the disputed matter. (e) after receiving both Parties’ written agreements, the expert will distribute each Party’s written agreement to the other Party, [***] in advance of the arbitration, the Parties shall submit and exchange response briefs of no more than [***]. The Parties’ briefs may include or attach relevant exhibits in the form of documentary evidence, any other material voluntarily disclosed to the other Party in advance, or publicly available information. The Parties’ briefs may also include or attach demonstratives and/or expert opinion based on the permitted documentary evidence; (f) the arbitration shall consist of a [***] hearing of no longer than [***], such time to be split equally between the Parties, in the form of presentations by counsel and/or employees and officers of the Parties. No live witnesses shall be permitted except expert witnesses whose opinions were provided with the Parties’ briefs; (g) no later than [***] following the arbitration, the experts shall issue their written decision. The experts shall select one Party’s written agreement as their decision, and shall not have the authority to render any substantive decision other than to select the written agreement submitted by either GNE or Immunocore. The experts shall have no discretion or authority with respect to modifying the positions of the Parties. The experts’ decision shall be final and binding on the Parties and the written agreement selected by the experts shall constitute a binding agreement between the Parties that may be enforced in accordance with its terms. Each Party shall bear its own costs and expenses in connection with such arbitration, and shall share equally the experts’ fees and expenses; (h) the violation of the time limits prescribed in this Section 20.7.5 by the expert shall not affect the experts’ competence to decide on the subject matter, and shall not affect the final and binding decision rendered by the experts, unless otherwise agreed by the Parties; and (i) the above “baseball-style” arbitration shall be the exclusive remedy of either Party if the Parties cannot agree on the agree on the terms of the Transfer Agreement under this Section 20.7.5.

Baseball-Style Arbitration. If the Parties are unable to agree on the terms of the Transfer AgreementAgreement under Section 15.6.1(c)(i), Immunocore AFMD may submit such dispute to arbitration for resolution in accordance with the following provisions: (a) Immunocore AFMD shall notify GNE NewCo of its decision to initiate the arbitration proceeding pursuant to this Section 20.7.5 15.6.5 through written notice to GNE NewCo within the [***] 90 days negotiation period specified in Section 20.7.1(c15.6.1(c) above. (b) Within [***] ten (10) calendar days following GNENewCo’s receipt of such notice, the Parties shall use commercially reasonable efforts to agree on an independent Third Party expert with at least [***] 10 (ten) years of experience in the licensing of pharmaceutical compounds or products. If the Parties cannot agree on such expert within such time period, each Party shall nominate one independent expert within such [***] ten (10) days period, and the two experts so selected shall nominate the final independent expert within [***] ten (10) calendar days of their nomination. If the two experts so selected cannot agree on the final independent expert, such final independent expert shall be nominated by the President of the Chamber of Commerce of LondonZurich (Präsidentin/Präsident der Xxxxxxx Handelskammer). For the avoidance of doubt, it is understood and agreed that such final independent expert should have at least [***] ten (10) years of experience in the licensing of pharmaceutical compounds or products. (c) Within [***] ten (10) calendar days of its appointment, the expert shall set a date for the arbitration, which date shall be no more than [***] sixty (60) calendar days after the date the arbitration is demanded under Section 20.7.5;16.2. (d) The arbitration shall be “baseball-style” arbitration; accordingly, at least [***] fourteen (14) calendar days prior to the arbitration, each Party shall provide the expert with a written agreement on the terms the Transfer Agreement suggested by it. Such written agreement may be no more than [***]one hundred (100) pages, and must clearly provide and identify the Party’s position with respect to the disputed matter. (e) after receiving both Parties’ written agreements, the expert will distribute each Party’s written agreement to the other Party, [***] in advance of the arbitration, the Parties shall submit and exchange response briefs of no more than [***]. The Parties’ briefs may include or attach relevant exhibits in the form of documentary evidence, any other material voluntarily disclosed to the other Party in advance, or publicly available information. The Parties’ briefs may also include or attach demonstratives and/or expert opinion based on the permitted documentary evidence; (f) the arbitration shall consist of a [***] hearing of no longer than [***], such time to be split equally between the Parties, in the form of presentations by counsel and/or employees and officers of the Parties. No live witnesses shall be permitted except expert witnesses whose opinions were provided with the Parties’ briefs; (g) no later than [***] following the arbitration, the experts shall issue their written decision. The experts shall select one Party’s written agreement as their decision, and shall not have the authority to render any substantive decision other than to select the written agreement submitted by either GNE or Immunocore. The experts shall have no discretion or authority with respect to modifying the positions of the Parties. The experts’ decision shall be final and binding on the Parties and the written agreement selected by the experts shall constitute a binding agreement between the Parties that may be enforced in accordance with its terms. Each Party shall bear its own costs and expenses in connection with such arbitration, and shall share equally the experts’ fees and expenses; (h) the violation of the time limits prescribed in this Section 20.7.5 by the expert shall not affect the experts’ competence to decide on the subject matter, and shall not affect the final and binding decision rendered by the experts, unless otherwise agreed by the Parties; and (i) the above “baseball-style” arbitration shall be the exclusive remedy of either Party if the Parties cannot agree on the agree on the terms of the Transfer Agreement under this Section 20.7.5.

Baseball-Style Arbitration. If the Parties are unable to agree on the terms of the Transfer AgreementReversion TCR License under Section 16.6.2, Immunocore Adaptive may submit such dispute to arbitration for resolution in accordance with the following provisions: (a) Immunocore Adaptive shall notify GNE of its decision to initiate the arbitration proceeding pursuant to this Section 20.7.5 16.6.3 through written notice to GNE within the [***] days of the end of [***] day negotiation period specified in Section 20.7.1(c16.6.2(a)(iii) above.; (b) Within [***] calendar days following GNE’s receipt of such notice, the Parties shall use commercially reasonable efforts to agree on an independent Third Party expert with at least [***] ten (10) years of experience in the licensing of pharmaceutical compounds or products. If the Parties cannot agree on such expert within such time period, each Party shall nominate one independent expert within such [***] ]-day period, and the two experts so selected shall nominate the final independent expert within [***] calendar days of their nomination. If the two experts so selected cannot agree on the final independent expert, such final independent expert shall be nominated by the President of the Chamber of Commerce of LondonNew York. For the avoidance of doubt, it is understood and agreed that such final independent expert should have at least [***] ten (10) years of experience in the licensing of pharmaceutical compounds or products. (c) Within [***] calendar days of its appointment, the expert shall set a date for the arbitration, which date shall be no more than [***] calendar days after the date the arbitration is demanded under Section 20.7.5;clause (a) above. (d) The arbitration shall be “baseball-style” arbitration; accordingly, at least [***] calendar days prior to the arbitration, each Party shall provide the expert with a form of the definitive written agreement on containing the terms of the Transfer Agreement suggested Reversion TCR License proposed by itit (each, a “Proposed Agreement”). Such written agreement Proposed Agreement may be no more than [***]] pages, and must clearly provide and identify the Party’s position with respect to the disputed matter.matter(s); (e) after receiving both Parties’ written agreementsProposed Agreements, the expert will distribute each Party’s written agreement Proposed Agreement to the other Party, . [***] calendar days in advance of the arbitrationarbitration (described in clause (f) below), the Parties shall submit to the expert and exchange response briefs of no more than [***]] pages. The Parties’ briefs may include or attach relevant exhibits in the form of documentary evidence, any other material voluntarily disclosed to the other submitting Party in advance, or publicly available information. The Parties’ briefs may also include or attach demonstratives and/or expert opinion based on the permitted documentary evidence. Neither Party may have any other communications (either written or oral) with the expert other than for the sole purpose of engaging the expert or as expressly permitted in this Section 16.6.3; (f) the arbitration shall consist of a [***] hearing of no longer than [***], such time to be split equally between the Parties, in the form of presentations by counsel and/or employees and officers of the Parties. No live witnesses shall be permitted except expert witnesses whose opinions were provided with the Parties’ briefs; (g) no later than [***] calendar days following the arbitration, the experts expert shall issue their his or her written decision. The experts expert shall select one Party’s written agreement Proposed Agreement as their his or her decision, and shall not have the authority to render any substantive decision other than to select the written agreement Proposed Agreement submitted by either GNE or ImmunocoreAdaptive. The experts expert shall have no discretion or authority with respect to modifying the positions of the Parties. The experts’ expert’s decision shall be final and binding on the Parties and the written agreement selected by the experts expert shall constitute a binding agreement between the Parties that may be enforced in accordance with its terms. Each Party shall bear its own costs and expenses in connection with such arbitration, and shall share equally the experts’ expert’s fees and expenses; (h) the The violation of one of the time limits prescribed in this Section 20.7.5 16.6.3 by the expert shall not affect the experts’ expert’s competence to decide on the subject matter, and shall not affect the final and binding decision rendered by the expertsexpert, unless otherwise agreed by the Parties; and (i) the above “baseball-style” arbitration shall be the exclusive remedy of either Party if the Parties cannot agree on the agree on the terms of the Transfer Agreement Reversion TCR License under this Section 20.7.516.6.3.

Baseball-Style Arbitration. 1. If the Parties are unable to agree on whether there should be, or the terms of amount of, any commercially reasonable increase to the Transfer Agreement, Immunocore may submit such dispute to arbitration for resolution in accordance with the following provisions: (a) Immunocore shall notify GNE of its decision to initiate the arbitration proceeding pursuant to this Section 20.7.5 through written notice to GNE within the [***] negotiation period specified royalty rates set forth in Section 20.7.1(c) above. (b) Within [***] following GNE’s receipt of 10.3 and, in connection with any such noticeincrease in such royalties, the Parties shall use corresponding commercially reasonable efforts decrease to agree on the milestones set forth in Section 10.2.3 for an independent Third Party expert with at least [***] of experience additional or substitute AbbVie Designated Antibody as set forth in the licensing of pharmaceutical compounds or products. If the Parties cannot agree on such expert within such time period, each Party shall nominate one independent expert within such [***] period, and the two experts so selected shall nominate the final independent expert Section 2.1.3 (a “Royalty/Milestone Adjustment”) within [***] of their nomination. If the two experts so selected cannot agree on the final independent expert, such final independent expert shall be nominated by the President of the Chamber of Commerce of London. For the avoidance of doubt, it is understood and agreed that such final independent expert should have at least [***] of experience in the licensing of pharmaceutical compounds or products. (c) Within [***] after AbbVie provides Voyager notice of its appointmentdesire to add or substitute such AbbVie Designated Antibody, the expert shall set a date for the arbitration, which date shall be no more than then upon either Party’s written request made within [***] after the date the arbitration is demanded under Section 20.7.5; (d) The arbitration shall be “baseball-style” arbitration; accordingly, at least expiration of such [***] prior to the arbitrationperiod, each Party shall provide the expert other Party in writing with such Party’s last best offer regarding the Royalty/Milestone Adjustment (a written agreement on the terms the Transfer Agreement suggested by it. Such written agreement may be no more than “Final Offer”) within [***]] after such Party’s request. Either Party shall have the right, upon written notice to the other Party (a “Valuation Notice”), to engage one (1) independent, impartial and neutral Third Party valuation expert (a “Valuation Expert”) to determine a commercially reasonable Royalty/Milestone Adjustment based on how the royalty rates set forth in Section 10.3 (as may be adjusted pursuant to Section 10.5) and the milestones set forth in Section 10.2.3 compare to the royalty rates and milestones applicable in the Tau Agreement (including any adjustments herein and therein with respect thereto), taking into account (a) whether such antibody is, prior to such designation by AbbVie, Controlled by Voyager, and must clearly provide (b) the royalty rates, milestone and identify other fees payable by AbbVie or any of its Affiliates to any Third Party for the use of such additional or substitute AbbVie Designated Antibody (including the fact that any such royalties payable by AbbVie may not be deducted from royalties payable hereunder pursuant to Section 10.5.3). The Valuation Expert shall be mutually agreed to by the Parties; provided that if the Parties are unable to agree on one (1) Valuation Expert within [**] after a Party provides the other Party the Valuation Notice, then each Party shall select one (1) Third Party Valuation Expert and those two (2) Third Party Valuation Experts will select the one (1) Valuation Expert within [**] thereafter, which one (1) Valuation Expert selected shall determine a commercially reasonable Royalty/Milestone Adjustment; provided further that such selected Valuation Expert shall not be a current or former employee, officer, director, consultant or subcontractor of either Party or any of its Affiliates. The Parties shall use their best efforts to cause the one (1) Valuation Expert to be selected and retained within [**] after a Party provides the other Party the Valuation Notice. 2. Each Party shall submit to the Valuation Expert and the other Party (a) the Final Offer such Party provided to the other Party pursuant to Paragraph 1 above and such information concerning such Party’s position requested Royalty/Milestone Adjustment as such Party may deem appropriate, including any supporting information with respect to such Final Offer, within [**] after the disputed matter. retention of the Valuation Expert, (eb) after receiving both Parties’ written agreements, the expert will distribute each a proposed amendment to this Agreement that would further effectuate such Party’s written agreement Final Offer (for clarity, no other amendments to this Agreement not directly related to the Royalty/Milestone Adjustment shall be included), and (c) such other information as may be requested by the Valuation Expert within [**] after such request. Any such information provided to the Valuation Expert by a Party shall be simultaneously provided to the other Party, . The Valuation Expert shall determine the most commercially reasonable Royalty/Milestone Adjustment based solely on the above factors within [***] in advance after its retention by selecting one (1) or the other of the arbitrationtwo (2) Final Offers submitted by the Parties (such determined Royalty/Milestone Adjustment, the Parties shall submit “Determined Adjustment”, and exchange response briefs of no more than [***]. The Parties’ briefs may include or attach relevant exhibits in the form of documentary evidence, any other material voluntarily disclosed proposed amendment to the other Party in advance, or publicly available information. The Parties’ briefs may also include or attach demonstratives and/or expert opinion based on the permitted documentary evidence; (f) the arbitration shall consist of a [***] hearing of no longer than [***], this Agreement corresponding to such time to be split equally between the Parties, in the form of presentations by counsel and/or employees and officers of the Parties. No live witnesses shall be permitted except expert witnesses whose opinions were provided with the Parties’ briefs; (g) no later than [***] following the arbitrationDetermined Adjustment, the experts shall issue their written decision. The experts shall select one Party’s written agreement as their decision“Determined Amendment”), and shall not have the authority to render any substantive decision other than to select the written agreement submitted by either GNE or Immunocore. The experts shall have no discretion or authority with respect to modifying the positions of the Parties. The experts’ decision which determination shall be final and binding on shall serve as the only basis for AbbVie’s election set forth under Paragraph 3 below. The Valuation Expert shall promptly notify the Parties and the written agreement selected by the experts shall constitute a binding agreement between the Parties that may be enforced of such Determined Adjustment in accordance with its terms. Each Party shall bear its own costs and expenses in connection with such arbitration, and shall share equally the experts’ fees and expenses; (h) the violation of the time limits prescribed in this Section 20.7.5 by the expert shall not affect the experts’ competence to decide on the subject matter, and shall not affect the final and binding decision rendered by the experts, unless otherwise agreed by the Parties; and (i) the above “baseball-style” arbitration shall be the exclusive remedy of either Party if the Parties cannot agree on the agree on the terms of the Transfer Agreement under this Section 20.7.5writing.

Baseball-Style Arbitration. If the Parties are unable to agree on the allocation of Sublicense Revenues pursuant to Section 1.99 or the financial terms of the Transfer Agreementlicenses and rights granted to Edison under Section 22.1 as applicable, Immunocore may submit then such dispute to arbitration for resolution disagreement will be resolved in accordance with the following provisionsprocess: (ai) Immunocore To begin the arbitration process, a Party shall notify GNE the other Party of its decision to initiate the arbitration proceeding pursuant to this Section 20.7.5 24.4 through written notice to GNE within [ ] of the [***end of the [ ] negotiation consultation period specified provided in Section 20.7.1(c) above24.1. (bii) Within [***[ ] following GNEa Party’s receipt of such notice, the Parties shall use commercially reasonable efforts to agree on an independent (e.g., having no prior relationship with either Party or its Affiliates, and not having been engaged by either Party or its Affiliates previously for arbitration) Third Party expert with at least [***leas [ ] years of experience in the licensing of pharmaceutical (or biopharmaceutical) compounds or products. If the Parties cannot agree on such expert within such time period, each Party shall nominate one independent (1) expert within such [***[ ] period, and the two (2) experts so selected shall nominate the final independent expert within [***[ ] of their nomination. If the two experts so selected cannot agree on the , which final independent expert, such final independent expert shall be nominated by serve as the President of sole independent Third Party expert for the Chamber of Commerce of Londonarbitration. For the avoidance of doubt, it is understood and agreed that such final independent expert should have at least [***[ ] years of experience in the licensing of pharmaceutical (or biopharmaceutical) compounds or products. (ciii) Within [***[ ] after the later of its appointmentthe appointment of the agreed expert or the appointment of the final expert (such agreed expert or final expert, as applicable, the expert “Expert” with respect to the arbitration), such Expert shall set a date for the arbitration, which date shall be no more than [***[ ] after the date the arbitration is demanded under Section 20.7.5;clause (i) above. (div) The arbitration shall be “baseball-style” arbitration; accordingly, at least [***[ ] prior to the arbitration, each Party shall provide the expert Expert and the other Party with its proposal for the financial terms for the licenses and rights granted to Edison under Section 22.1 or the allocation of Sublicense Revenues pursuant to Section 1.99, as applicable (each, a written agreement on the terms the Transfer Agreement suggested by it“Proposal”). Such written agreement may be no more than [***], and Proposal must clearly provide and identify the Party’s position with respect to the disputed matterterm(s). (ev) after receiving both Parties’ written agreements, the expert will distribute each Party’s written agreement to the other Party, [***[ ] in advance of the arbitrationarbitration (described in clause (vi) below), the Parties shall submit to the Expert and exchange response briefs of no more than [***][ ] pages. The Parties’ briefs may include or attach relevant exhibits in the form of documentary evidence, any other material voluntarily disclosed to the other submitting Party in advance, or publicly available information. The Parties’ briefs Neither Party may also include have any other communications (either written or attach demonstratives and/or oral) with the Expert other than for the sole purpose of engaging the expert opinion based on the or as expressly permitted documentary evidence;in this Section 24.4. (fvi) the The arbitration shall consist of a [***[ ] hearing of no longer than [***[ ], such time to be split equally between the Parties, in the form of presentations by counsel and/or employees and officers of the Parties. No live witnesses shall be permitted except expert witnesses whose opinions were provided with the Parties’ briefs;. (gvii) no No later than [***[ ] following the arbitration, the experts Expert shall issue their his or her written decision. The experts Expert shall select one Party’s written agreement Proposal as their his or her decision, and shall not have the authority to render any substantive decision other than to select the written agreement Proposal submitted by either GNE Apollomics or ImmunocoreEdison. The experts Expert shall have no discretion or authority with respect to modifying the positions of the Parties. The experts’ Expert’s decision shall be final and binding on the Parties and the written agreement Proposal selected by the experts Expert shall constitute a binding agreement between the Parties that may be enforced in accordance with its terms. Each Party shall bear its own costs and expenses in connection with such arbitration, and shall share equally the experts’ Expert’s fees and expenses;. (hviii) the violation of the time limits prescribed in this Section 20.7.5 by the expert shall not affect the experts’ competence to decide on the subject matter, and shall not affect the final and binding decision rendered by the experts, unless otherwise agreed by the Parties; and (i) the The above “baseball-style” arbitration shall be the exclusive remedy of either Party if the Parties cannot agree on the agree on allocation of Sublicense Revenues pursuant to Section 1.99 or the financial terms of the Transfer Agreement licenses and rights granted to Edison under this Section 20.7.522.1.