Common use of Dispute Resolution, Governing Law and Jurisdiction Clause in Contracts

Dispute Resolution, Governing Law and Jurisdiction. 33.1 All controversies or claims of whatever nature arising out of or relating in any manner whatsoever to this Agreement or any of the documents referred to in this Agreement, including but not limited to a controversy or claim involving the validity, enforceability, interpretation or construction of this Agreement or any of the documents referred to in this Agreement, shall be governed by and construed in all respects in accordance with the laws of England. 33.2 In the event of any dispute, difference or question arising in connection with this Agreement, either Party shall be entitled but not obliged to escalate the matter to the Parties’ Executive Officers by serving a written notice on the other Party’s Executive Officer, in which case the Parties’ Executive Officers shall make themselves available to discuss the dispute, difference or question, as the case may be (the “Unresolved Matter”), and use good faith efforts to resolve such Unresolved Matter within the thirty (30) days following the delivery of such notice. 33.3 If the Parties agree to submit, they shall submit to non-binding mediation by a neutral mediator (with the understanding that the role of the mediator shall not be to render a decision but to assist the Parties in reaching a mutually acceptable resolution) who shall be accredited by the Centre of Dispute Resolution (“CEDR”) or otherwise appropriately qualified, and the mediation regarding the Unresolved Matter shall take place in London UK (or such other location as may be mutually agreed upon by the Parties). The mediator shall be chosen by agreement of the Parties, or if they are unable to agree on a mediator within fourteen (14) days of a request from one Party to the other or if the agreed mediator is unable or unwilling to act, either Party may apply to CEDR to appoint a mediator. 33.4 Within fourteen (14) days of the mediator being appointed, the Parties shall seek guidance from the mediator on a programme for the exchange of information and the structure to be adopted for negotiations. Either Party may request a preliminary meeting with the mediator for this purpose which shall be attended by both Parties. 33.5 Unless otherwise agreed, all negotiations concerning the dispute shall be conducted in confidence and shall be without prejudice to the rights of the parties in any future proceedings. The mediation is non-binding and Parties shall not be obliged to accept or follow any recommendation of the mediator. 33.6 If the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives. 33.7 If the Unresolved Matter is not resolved by mediation within sixty (60) days of appointment of the mediator, either Party may, subject to Clause 33.9, make any claim or application before the court as it sees fit. 33.8 Notwithstanding the provisions of Clause 33.2 or of Clause 33.3, subject to Clause 33.9, each Party shall be free to seek temporary injunctive relief in court as the situation may necessitate based upon any irreparable harm which may ensue. 33.9 Each Party acknowledges and agrees that the courts of England shall have exclusive jurisdiction to resolve any controversy or claim of whatsoever nature arising out of or relating in any manner to this Agreement, any terms of this Agreement, or any breach of this Agreement or any such terms. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT WHICH INCLUDE THIS AND 67 ADDITIONAL PAGES OF OMISSIONS. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 1 Net Sales shall mean, subject to the remainder of Part A of this Schedule, the gross sum received by Autolus or its Sub-Licensees (excluding Net Receipts) from the supply of a Royalty Product by Autolus or its Sub-Licensees to a Third Party in a bona fide, arm’s length transaction, less the following: a. normal and customary trade and quantity discounts actually granted; b. amounts repaid or credited by reasons of defects, rejection, recalls, returns, rebates and allowances of goods or because of retroactive price reductions; c. chargebacks and other amounts paid on sale of the Royalty Product; d. amounts payable resulting from government/regulator-mandated rebate programs including pursuant to indigent patient programs and patient discount programs; e. tariffs, duties, excise, sales, value-added and other taxes, identified in the relevant invoice; f. retroactive price reductions that are actually allowed or granted; g. cash discounts or credits for timely payment; h. delayed ship order credits; and, i. all freight, postage, storage, shipping and insurance, identified in the relevant invoice.

Dispute Resolution, Governing Law and Jurisdiction. 33.1 All controversies Dispute Resolution/ Governing Law and Jurisdiction Any dispute, difference or claims controversy of whatever nature howsoever arising under or out of or relating in any manner whatsoever relation to this Agreement or any of (including its interpretation) between the documents referred Parties, and so notified in writing by either Party to the other Party (the “Dispute”) shall, in this Agreementthe first instance, including but not limited be attempted to a controversy or claim involving the validity, enforceability, interpretation or construction of this Agreement or any of the documents referred to in this Agreement, shall be governed by and construed in all respects resolved amicably in accordance with the laws mediation procedure set forth in Clause 25.2. The Parties agree to use their best efforts for resolving all Disputes arising under or in respect of England. 33.2 this Agreement promptly, equitably and in good faith, and further agree to provide each other with reasonable access during normal business hours to all non-privileged records, information and data pertaining to any Dispute. Mediation In the event of any dispute, difference or question arising in connection with this AgreementDispute between the Parties, either Party may call upon the Independent Engineer & Auditor (IE&A) to mediate and assist the Parties in arriving at an amicable settlement thereof. Failing mediation by the Independent Engineer or without the intervention of the Independent Engineer, either Party may require such Dispute to be referred to the Chairman of the Authority and the Chairman of the Board of Directors of the Concessionaire for amicable settlement, and upon such reference, the said persons shall meet no later than 7 (seven) days from the date of reference to discuss and attempt to amicably resolve the Dispute. If such meeting does not take place within the 7 (seven) day period or the Dispute is not amicably settled within 15 (fifteen) days of the meeting or the Dispute is not resolved as evidenced by the signing of written terms of settlement within 30 (thirty) days of the notice in writing referred to in Clause 25.1.1 or such longer period as may be mutually agreed by the Parties, either Party may refer the Dispute to arbitration in accordance with the provisions of Clause 25.3. Arbitration Any Dispute which is not resolved amicably by mediation, as provided in Clause 25.2, shall be entitled but not obliged referred to escalate arbitration by a Board of Arbitrators appointed in accordance with Clause 25.3.2. The arbitration shall be held in accordance with the matter Rules of Arbitration of the International Centre for Alternative Dispute Resolution, New Delhi (the “Rules”), or such other rules as may be mutually agreed by the Parties, and shall be subject to the Parties’ Executive Officers provisions of the Arbitration and Conciliation Act, 1996 (No 26 of 1996). The venue of such arbitration shall be Delhi, and the language of arbitration proceedings shall be English. There shall be a Board of three arbitrators, of whom each Party shall select one, and the third arbitrator shall be appointed by serving the two arbitrators so selected, and in the event of disagreement between the two arbitrators, the appointment shall be made in accordance with the Rules. The arbitrators shall make a written notice reasoned award (the “Award”). Any Award made in any arbitration held pursuant to this Article 25 shall be final and binding on the other Party’s Executive OfficerParties as from the date it is made, in which case and the Parties’ Executive Officers shall make themselves available Concessionaire and the Authority agree and undertake to discuss carry out such Award without delay. The Concessionaire and the dispute, difference or questionAuthority agree that an Award may be enforced against the Concessionaire and/or the Authority, as the case may be (the “Unresolved Matter”)be, and use good faith efforts to resolve such Unresolved Matter within the thirty (30) days following the delivery of such notice. 33.3 If the Parties agree to submit, they shall submit to non-binding mediation by a neutral mediator (with the understanding that the role of the mediator shall not be to render a decision but to assist the Parties in reaching a mutually acceptable resolution) who shall be accredited by the Centre of Dispute Resolution (“CEDR”) or otherwise appropriately qualified, their respective assets wherever situated. This Agreement and the mediation regarding the Unresolved Matter shall take place in London UK (or such other location as may be mutually agreed upon by the Parties). The mediator shall be chosen by agreement rights and obligations of the Parties, or if they are unable to agree on a mediator within fourteen (14) days of a request from one Party to the other or if the agreed mediator is unable or unwilling to act, either Party may apply to CEDR to appoint a mediator. 33.4 Within fourteen (14) days of the mediator being appointed, the Parties shall seek guidance from remain in full force and effect, pending the mediator Award in any arbitration proceedings hereunder. Pending the submission of and/or decision on a programme for dispute, difference or claim or until the exchange arbitral award is published; the parties shall continue to perform all of information and the structure to be adopted for negotiations. Either Party may request a preliminary meeting with the mediator for their obligations under this purpose which shall be attended by both Parties. 33.5 Unless otherwise agreed, all negotiations concerning the dispute shall be conducted in confidence and shall be Agreement without prejudice to the rights of the parties a final adjustment in any future proceedings. The mediation is non-binding and Parties shall not be obliged to accept or follow any recommendation of the mediatoraccordance with such award. 33.6 If the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives. 33.7 If the Unresolved Matter is not resolved by mediation within sixty (60) days of appointment of the mediator, either Party may, subject to Clause 33.9, make any claim or application before the court as it sees fit. 33.8 Notwithstanding the provisions of Clause 33.2 or of Clause 33.3, subject to Clause 33.9, each Party shall be free to seek temporary injunctive relief in court as the situation may necessitate based upon any irreparable harm which may ensue. 33.9 Each Party acknowledges and agrees that the courts of England shall have exclusive jurisdiction to resolve any controversy or claim of whatsoever nature arising out of or relating in any manner to this Agreement, any terms of this Agreement, or any breach of this Agreement or any such terms. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT WHICH INCLUDE THIS AND 67 ADDITIONAL PAGES OF OMISSIONS. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 1 Net Sales shall mean, subject to the remainder of Part A of this Schedule, the gross sum received by Autolus or its Sub-Licensees (excluding Net Receipts) from the supply of a Royalty Product by Autolus or its Sub-Licensees to a Third Party in a bona fide, arm’s length transaction, less the following: a. normal and customary trade and quantity discounts actually granted; b. amounts repaid or credited by reasons of defects, rejection, recalls, returns, rebates and allowances of goods or because of retroactive price reductions; c. chargebacks and other amounts paid on sale of the Royalty Product; d. amounts payable resulting from government/regulator-mandated rebate programs including pursuant to indigent patient programs and patient discount programs; e. tariffs, duties, excise, sales, value-added and other taxes, identified in the relevant invoice; f. retroactive price reductions that are actually allowed or granted; g. cash discounts or credits for timely payment; h. delayed ship order credits; and, i. all freight, postage, storage, shipping and insurance, identified in the relevant invoice.

Dispute Resolution, Governing Law and Jurisdiction. 33.1 30.1 All controversies or claims of whatever nature arising out of or relating in any manner whatsoever to this Agreement or any of the documents referred to in this Agreement, including but not limited to a controversy or claim involving the validity, enforceability, interpretation or construction of this Agreement or any of the documents referred to in this Agreement, shall be governed by and construed in all respects in accordance with the laws of England. 33.2 30.2 In the event of any dispute, difference or question arising in connection with this Agreement, either Party shall be entitled but not obliged to escalate the matter to the Parties’ Executive Officers by serving a written notice on the other Party’s Executive Officer, in which case the Parties’ Executive Officers shall make themselves available to discuss the dispute, difference or question, as the case may be (the “Unresolved Matter”’’), and use good faith efforts to resolve such Unresolved Matter within the thirty (30) days [**] following the delivery of such notice. 33.3 30.3 If the Parties agree to submit, they shall submit to non-binding mediation by a neutral mediator (with the understanding that the role of the mediator shall not be to render a decision but to assist the Parties in reaching a mutually acceptable resolution) who shall be accredited by the Centre of Dispute Resolution (“CEDR”) or otherwise appropriately qualified, and the mediation regarding the Unresolved Matter shall take place in London UK (or such other location as may be mutually agreed upon by the Parties). The mediator shall be chosen by agreement of the Parties, or if they are unable to agree on a mediator within fourteen (14) days [**] of a request from one Party to the other or if the agreed mediator is unable or unwilling to act, either Party may apply to CEDR to appoint a mediator. 33.4 30.4 Within fourteen (14) days [**] of the mediator being appointed, the Parties shall seek guidance from the mediator on a programme for the exchange of information and the structure to be adopted for negotiations. Either Party may request a preliminary meeting with the mediator for this purpose which shall be attended by both Parties. 33.5 30.5 Unless otherwise agreed, all negotiations concerning the dispute shall be conducted in confidence and shall be without prejudice to the rights of the parties in any future proceedings. The mediation is non-binding and Parties shall not be obliged to accept or follow any recommendation of the mediator. 33.6 30.6 If the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives. 33.7 30.7 If the Unresolved Matter is not resolved by mediation within sixty (60) days [**] of appointment of the mediator, either Party may, subject to Clause 33.930.9, make any claim or application before the court as it sees fit. 33.8 30.8 Notwithstanding the provisions of Clause 33.2 30.2 or of Clause 33.330.3, subject to Clause 33.930.9, each Party shall be free to seek temporary injunctive relief in court as the situation may necessitate based upon any irreparable harm which may ensue. 33.9 30.9 Each Party acknowledges and agrees that the courts of England shall have exclusive jurisdiction to resolve any controversy or claim of whatsoever nature arising out of or relating in any manner to this Agreement, any terms of this Agreement, or any breach of this Agreement or any such terms. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT WHICH INCLUDE THIS AND 67 ADDITIONAL PAGES OF OMISSIONS. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 1 Net Sales shall mean, subject to the remainder of Part A of this Schedule, the gross sum received by Autolus or its Sub-Licensees (excluding Net Receipts) from the supply of a Royalty Product by Autolus or its Sub-Licensees to a Third Party in a bona fide, arm’s length transaction, less the following: a. normal and customary trade and quantity discounts actually granted; b. amounts repaid or credited by reasons of defects, rejection, recalls, returns, rebates and allowances of goods or because of retroactive price reductions; c. chargebacks and other amounts paid on sale of the Royalty Product; d. amounts payable resulting from government/regulator-mandated rebate programs including pursuant to indigent patient programs and patient discount programs; e. tariffs, duties, excise, sales, value-added and other taxes, identified in the relevant invoice; f. retroactive price reductions that are actually allowed or granted; g. cash discounts or credits for timely payment; h. delayed ship order credits; and, i. all freight, postage, storage, shipping and insurance, identified in the relevant invoice.