Common use of Dispute Escalation Clause in Contracts

Dispute Escalation. 16.1 Any dispute or difference that is not the subject of resolution by reference to an Independent Expert under the terms of this Agreement, but which arises between the Parties under this Agreement and cannot be resolved by discussion shall be referred to the Customer Relationship Managers for determination (including upon receipt of a Dispute Notice pursuant to clauses 50.3 to 50.8). If the Customer Relationship Managers are unable to resolve the matter within ten (10) Business Days of its referral thereto, the matter shall be referred to the Contract Execution Managers for resolution. If the Contract Execution Managers are unable to resolve the matter within twenty (20) Business Days of its referral thereto, the matter shall be referred to the Manufacturing and Supply Team for resolution. If the matter is not resolved by the Manufacturing and Supply Team within twenty (20) Business Days of its referral thereto, the matter shall be referred to the Executive Officers. If the matter is not resolved by the Executive Officers within twenty (20) Business Days of its referral thereto, the dispute escalation and resolution process under this clause 16 (Dispute Escalation) will be deemed to have been exhausted in respect of such matter and, notwithstanding that the time limits for resolution of disputes specified in this clause 16 may be extended by the written agreement of the Parties, each Party shall be free to pursue its rights under clauses 50.3 to 50.8 of this Agreement or Applicable Law in respect of such dispute without further reference to this dispute escalation and resolution process. 16.2 Notwithstanding anything to the contrary herein, any matter referred to the Customer Relationship Managers, Contract Execution Managers, or the Manufacturing and Supply Team (as applicable, the “Reviewing Body”) for resolution pursuant to this clause 16 (Dispute Escalation) may, upon the determination of the Reviewing Body, be escalated to the next Reviewing Body prior to the expiration of the applicable review period if the Reviewing Body determines that it would be in the best interest of either Party to do so based on the significance of the matter and/or the potential harm caused by delaying such an escalation. The length of any reduced review period for such escalations shall be jointly agreed between the Parties (and ad hoc meetings to discuss such escalation shall be arranged by the relevant Reviewing Body) and conducted in accordance with such pre-defined terms of reference as agreed at the initial Business Review Meeting.

Dispute Escalation. 16.1 Any dispute or difference In the event of a Dispute between the Parties, the Parties shall first attempt to resolve such Dispute by negotiation and consultation between themselves. In the event that such Dispute is not resolved on an informal basis within [***] days from receipt of the subject written notice of resolution a Dispute, any Party may, by reference written notice to an Independent Expert under the terms other, have such Dispute referred to the Executive Officers (or their designee, which designee is required to have decision- making authority on behalf of such Party), who shall attempt to resolve such Dispute by negotiation and consultation for a thirty (30) day period following receipt of such written notice. Non-Binding Mediation. Except as otherwise expressly set forth in this Agreement, but which arises between in the event the Parties under this Agreement and canhave not be resolved by discussion shall be referred such Dispute within [***] days of receipt of the written notice referring such Dispute to the Customer Relationship Managers for determination (including Executive Officers, then either Party may provide written notice to the other Party to request mediation, and promptly upon receipt of such written notice, the Parties shall enter into confidential non-binding mediation in New York, New York in accordance with the Commercial Mediation Rules of the American Arbitration Association (the “AAA”) in effect at the time of mediation request. The Parties shall mutually approve a Dispute Notice pursuant Third Party mediator who is neutral, disinterested, and impartial, and who has the experience and qualifications relevant to clauses 50.3 to 50.8)the specific subject matter of the Dispute. If the Customer Relationship Managers Parties are unable to mutually approve a mediator, then a mediator having the requisite experience and qualifications shall be appointed in accordance with the Commercial Mediation Rules of the AAA. The mediation shall be held within [***] Business Days of the selection of the mediator. The fees and expenses related to the services provided by the mediator in connection with any mediation hereunder shall be paid one-half by each Party. If the Parties are unable to resolve their Dispute through mediation within [***] days after selection of the matter within ten (10) Business Days mediator, either Party may seek appropriate resolution through an action or proceeding in the New York Courts. Consent to Jurisdiction. All Actions that, directly or indirectly, arise out of its referral thereto, the matter or relate to this Agreement shall be referred to the Contract Execution Managers for resolution. If the Contract Execution Managers are unable to resolve the matter within twenty (20) Business Days of its referral thereto, the matter shall be referred to the Manufacturing heard and Supply Team for resolution. If the matter is not resolved by the Manufacturing and Supply Team within twenty (20) Business Days of its referral thereto, the matter shall be referred to the Executive Officers. If the matter is not resolved by the Executive Officers within twenty (20) Business Days of its referral thereto, the dispute escalation and resolution process under this clause 16 (Dispute Escalation) will be deemed to have been exhausted in respect of such matter and, notwithstanding that the time limits for resolution of disputes specified in this clause 16 may be extended by the written agreement of the Parties, each Party shall be free to pursue its rights under clauses 50.3 to 50.8 of this Agreement or Applicable Law in respect of such dispute without further reference to this dispute escalation and resolution process. 16.2 Notwithstanding anything to the contrary herein, any matter referred to the Customer Relationship Managers, Contract Execution Managers, or the Manufacturing and Supply Team (as applicable, the “Reviewing Body”) for resolution pursuant to this clause 16 (Dispute Escalation) may, upon the determination of the Reviewing Body, be escalated to the next Reviewing Body prior to the expiration of the applicable review period if the Reviewing Body determines that it would be determined exclusively in the best interest of either Party to do so based on the significance of the matter and/or the potential harm caused by delaying such an escalation. The length of any reduced review period for such escalations shall be jointly agreed between the Parties (State and ad hoc meetings to discuss such escalation shall be arranged by the relevant Reviewing Body) and conducted in accordance with such pre-defined terms of reference as agreed at the initial Business Review Meeting.Federal 36 ACTIVE/99458941.1

Dispute Escalation. 16.1 Any (i) If the Service Coordinators are unable to resolve a dispute within five (5) Business Days after the dispute has been referred to them pursuant to Section 11(a) (or difference that is not such other time period as the subject of resolution by reference to an Independent Expert under Service Coordinators may agree upon or if the terms of this AgreementAgreement otherwise provide), but which arises between the Parties under this Agreement and cannot be resolved by discussion dispute shall be referred to referred to a senior executive of each of Parent and the Customer Relationship Managers for determination Purchaser (each, a "Senior Executive"); each party's initial Senior Executives, including relevant contact information, are set forth on Schedule 11(b)(i). Each party may replace its Senior Executive with an employee or officer with comparable knowledge, expertise and decision-making authority by providing an Administration Notice and an Operations Notice, and such change shall be effective upon the other party's receipt of a Dispute such Administration Notice pursuant to clauses 50.3 to 50.8). and Operations Notice. (ii) If the Customer Relationship Managers Senior Executives are unable to resolve the matter a dispute within ten (10) Business Days of its referral theretoafter the dispute has been referred to them pursuant to Section 11(b)(i) (or such other time period as the Senior Executives may agree upon), the matter dispute shall be referred to a committee (the Contract Execution Managers for resolution"Executive Committee"), which shall include at least one member of the senior management of each of Parent and Purchaser; each party's initial members of the Executive Committee, including relevant contact information, are set forth on Schedule 11(b)(i). Each party may replace one or more of its Executive Committee members with an employee or officer with comparable knowledge, expertise and decision-making authority by providing an Administration Notice and an Operations Notice, and such change shall be effective upon the other party's receipt of such Administration Notice and Operations Notice. (iii) If the Contract Execution Managers are Executive Committee is unable to resolve the matter dispute within twenty ten (2010) Business Days of its referral thereto, after the matter shall be dispute has been referred to the Manufacturing and Supply Team for resolution. If the matter is not resolved by the Manufacturing and Supply Team within twenty it pursuant to Section 11(b)(ii) (20) Business Days of its referral thereto, the matter shall be referred to or such other time period as the Executive Officers. If the matter is not resolved by the Executive Officers within twenty (20Committee may agree upon) Business Days of its referral theretousing good faith commercially reasonable efforts to resolve such disputes, the dispute escalation and resolution process under this clause 16 (Dispute Escalation) will be deemed to have been exhausted in respect of such matter and, notwithstanding that the time limits for resolution of disputes specified in this clause 16 may be extended by the written agreement of the Parties, each Party either party shall be free to pursue its rights under clauses 50.3 to 50.8 and remedies hereunder in any competent court permitted herein. Notwithstanding the foregoing, in the event of this Agreement or Applicable Law in respect of a dispute concerning significant Service Shortfalls, such dispute without further reference to this dispute escalation and resolution process. 16.2 Notwithstanding anything will be resolved pursuant to the contrary herein, any matter referred to the Customer Relationship Managers, Contract Execution Managers, or the Manufacturing and Supply Team (as applicable, the “Reviewing Body”escalation schedule set forth in Schedule 11(b)(ii) for resolution pursuant to this clause 16 (Dispute Escalation) may, upon the determination of the Reviewing Body, be escalated to the next Reviewing Body prior to the expiration of the applicable review period if the Reviewing Body determines that it would be in the best interest of either Party to do so based on the significance of the matter and/or the potential harm caused by delaying such an escalation. The length of any reduced review period for such escalations shall be jointly agreed between the Parties (and ad hoc meetings to discuss such escalation shall be arranged by the relevant Reviewing Body) and conducted in accordance with such pre-defined terms of reference as agreed at the initial Business Review Meetinghereto.