Common use of Escalation; Dispute Resolution Clause in Contracts

Escalation; Dispute Resolution. If (i) Company disputes that a default has occurred as contemplated in Section 9.2 “Termination by University”, or that a default has not been cured, or (ii) Company wishes to dispute termination of this Agreement resulting from a failed renegotiation of a new Performance Milestone as contemplated under Section 5.2 “Renegotiation of Performance Milestones”, or (iii) Company disputes in good faith any amounts that are owed to University under this Agreement, and a late fee for such disputed amount has been charged to Company under Section 6.3 “Late Payments”, then Company may provide University with a written dispute notice (“Dispute Notice”). In the case of (i) and (ii) above such Dispute Notice must be received by University prior to expiration of the 60-day cure period referenced in Section 9.2 “Termination by University”, stating the basis of Company’s disagreement with respect to such default or cure. In the case of (iii) above such Dispute Notice must be received by University within thirty (30) days of being charged a late fee for such disputed amount. If Company disputes that a default has occurred as contemplated in Section 9.3 “Events of Default”, then Company may provide University with a Dispute Notice within thirty (30) days of University sending the notice of termination referenced in Section 9.3 “Events of Default”. Upon receipt of a Dispute Notice, University’s right to terminate this Agreement or demand payment of late fees will be suspended and all rights under this Agreement will continue unaffected provided the dispute resolution process in this Section 13.4 “Escalation; Dispute Resolution” is being exercised. Any dispute will first be escalated to Company’s Chief Executive Officer or to a representative from Company’s Board of Directors, and to University’s Vice President for Innovation Strategy, representatives of which will be instructed to work in good faith to attempt to reach a mutually acceptable resolution of the dispute that would avoid termination of this Agreement. If the representatives are unable to reach such resolution of the dispute within thirty (30) days of delivery of the Dispute Notice, an independent, neutral mediator acceptable to both Parties (acting reasonably) will be appointed. The Parties will submit their dispute to mediation according to such parameters as they may mutually agree in writing. The Parties agree to discuss their differences in good faith and to attempt in good faith, with facilitation by the mediator, to reach an amicable resolution of the dispute within thirty (30) days after the mediator’s appointment. If the Parties are not able to agree on resolution of the dispute within such period, or within ninety (90) days of the Dispute Notice, whichever is earlier, including agreeing on a new Performance Milestone pursuant to Section 5.2 “Renegotiation of Performance Milestones” if that is the subject of the dispute, then the dispute resolution process of this Section 13.4 “Escalation; Dispute Resolution” will be complete and either Party may pursue any other action that is legally available to it. Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the dispute resolutions provisions set forth above.

Escalation; Dispute Resolution. If Company disputes that (i) Company disputes that a default has occurred as contemplated in Section 9.2 “(Termination by University”) , or that a default has not been cured, or (ii) Company wishes to dispute termination of this Agreement resulting from a failed renegotiation negotiation of a new Performance Milestone as contemplated under Section 5.2 “(Renegotiation of Performance Milestones”, or (iii) Company disputes in good faith any amounts that are owed to University under this Agreement, and a late fee for such disputed amount has been charged to Company under Section 6.3 “Late Payments”), then Company may provide University with a written dispute notice (“Dispute Notice”). In the case of (i) and (ii) above such Dispute Notice must be received by University prior to expiration of the 60-day cure period referenced in Section 9.2 “Termination by University”9.2, stating the basis of Company’s 's disagreement with respect to such default or cure. In the case of (iii) above such Dispute Notice must be received by University within thirty (30) days of being charged a late fee for such disputed amount. If Company disputes that a default has occurred as contemplated in Section 9.3 “(Events of Default”), then Company may provide University with a Dispute Notice within thirty (30) days of University sending the notice of termination referenced in Section 9.3 “Events of Default”9.3. Upon receipt of a Dispute Notice, University’s 's right to terminate this Agreement or demand payment of late fees will be suspended and all rights under this Agreement will continue unaffected provided the dispute resolution process in this Section 13.4 “(Escalation; Dispute Resolution” ) is being exercised. Any dispute will first be escalated to Company’s 's Chief Executive Officer or to a representative from Company’s 's Board of Directors, and to University’s 's Vice President for Innovation StrategyXxxxxxx of Innovation, representatives of which will be instructed to work in good faith to attempt to reach a mutually acceptable resolution of the dispute that would avoid termination of this Agreement. If the representatives are unable to reach such resolution of the dispute within thirty (30) days of delivery of the Dispute Notice, an independent, neutral mediator acceptable to both Parties (acting reasonably) will be appointed. The Parties will submit their dispute to mediation according to such parameters as they may mutually agree in writing. The Parties agree to discuss their differences in good faith and to attempt in good faith, with facilitation by the mediator, to reach an amicable resolution of the dispute within thirty (30) days after the mediator’s 's appointment. If the Parties are not able to agree on resolution of the dispute within such period, or within ninety (90) days of the Dispute Notice, whichever is earlier, including agreeing on a new Performance Milestone pursuant to Section 5.2 “(Renegotiation of Performance Milestones” ) if that is the subject of the dispute, then the dispute resolution process of this Section 13.4 “(Escalation; Dispute Resolution” ) will be complete and either Party may pursue any other action that is legally available to it. Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the dispute resolutions provisions set forth above.it.‌

Escalation; Dispute Resolution. If (i) Company disputes that a default has occurred as contemplated in Section 9.2 “Termination by University”, or that a default has not been cured, or (ii) Company wishes to dispute termination of this Agreement resulting from a failed renegotiation of a new Performance Milestone as contemplated under Section 5.2 “Renegotiation of Performance MilestonesMilestone”, or (iii) Company disputes in good faith any amounts that are owed to University under this Agreement, and a late fee for such disputed amount has been charged to Company under Section 6.3 “Late Payments”, then Company may provide University with a written dispute notice (“Dispute Notice”). In the case of (i) and (ii) above such Dispute Notice must be received by University prior to expiration of the 60-day [***]-day cure period referenced in Section 9.2 “Termination by University”, stating the basis of Company’s 's disagreement with respect to such default or cure. In the case of (iii) above such Dispute Notice must be received by University within thirty (30) [***] days of being charged a late fee for such disputed amount. If Company disputes that a default has occurred as contemplated in Section 9.3 “Events of Default”, then Company may provide University with a Dispute Notice within thirty (30) [***] days of University sending the notice of termination referenced in Section 9.3 “Events of Default”. Upon receipt of a Dispute Notice, University’s 's right to terminate this Agreement or demand payment of late fees will be suspended and all rights under this Agreement will continue unaffected provided the dispute resolution process in this Section 13.4 “Escalation; Dispute Resolution” is being exercised. Any dispute will first be escalated to Company’s 's Chief Executive Officer or to a representative from Company’s 's Board of Directors, and to University’s 's Vice President for Innovation Strategy, representatives of which will be instructed to work in good faith to attempt to reach a mutually acceptable resolution of the dispute that would avoid termination of this Agreement. If the representatives are unable to reach such resolution of the dispute within thirty (30) days of delivery of the Dispute Notice, an independent, neutral mediator acceptable to both Parties (acting reasonably) will be appointed. The Parties will submit their dispute to mediation according to such parameters as they may mutually agree in writing. The Parties agree to discuss their differences in good faith and to attempt in good faith, with facilitation by the mediator, to reach an amicable resolution of the dispute within thirty (30) [***] days after the mediator’s 's appointment. If the Parties are not able to agree on resolution of the dispute within such period, or within ninety (90) [***] days of the Dispute Notice, whichever is earlier, including agreeing on a new Performance Milestone pursuant to Section 5.2 “Renegotiation of Performance MilestonesMilestone” if that is the subject of the dispute, then the dispute resolution process of this Section 13.4 “Escalation; Dispute Resolution” will be complete and either Party may pursue any other action that is legally available to it. Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the dispute resolutions provisions set forth above.

Escalation; Dispute Resolution. If Company disputes that (i) Company disputes that a default has occurred as contemplated in Section section 9.2 “(Termination by University”) , or that a default has not been cured, or (ii) Company wishes to dispute termination of this Agreement resulting from a failed renegotiation negotiation of a new Performance Milestone as contemplated under Section 5.2 “(Renegotiation of Performance Milestones”, or (iii) Company disputes in good faith any amounts that are owed to University under this Agreement, and a late fee for such disputed amount has been charged to Company under Section 6.3 “Late Payments”), then Company may provide University with a written dispute notice (“"Dispute Notice”). In the case of (i") and (ii) above such Dispute Notice must be received by University prior to expiration of the 60-day cure period referenced in Section 9.2 “Termination by University”9.2, stating the basis of Company’s 's disagreement with respect to such default or cure. In the case of (iii) above such Dispute Notice must be received by University within thirty (30) days of being charged a late fee for such disputed amount. If Company disputes that a default has occurred as contemplated in Section 9.3 “(Events of Default”), then Company may provide University with a Dispute Notice within thirty (30) 30 days of University sending the notice of termination referenced in Section 9.3 “Events of Default”9.3. Upon receipt of a Dispute Notice, University’s 's right to terminate this Agreement or demand payment of late fees will be suspended and all rights under this Agreement will continue unaffected provided the dispute resolution process in this Section 13.4 “(Escalation; Dispute Resolution” ) is being exercised. Any dispute will first be escalated to Company’s 's Chief Executive Officer or to a representative from Company’s 's Board of Directors, and to University’s 's Vice President for Innovation StrategyXxxxxxx of Innovation, representatives of which will be instructed to work in good faith to attempt to reach a mutually acceptable resolution of the dispute that would avoid termination of this Agreement. If the representatives are unable to reach such resolution of the dispute within thirty (30) days of delivery of the Dispute Notice, an independent, neutral mediator acceptable to both Parties (acting reasonably) will be appointed. The Parties will submit their dispute to mediation according to such parameters as they may mutually agree in writing. The Parties agree to discuss their differences in good faith and to attempt in good faith, with facilitation by the mediator, to reach an amicable resolution of the dispute within thirty (30) days after the mediator’s 's appointment. If the Parties are not able to agree on resolution of the dispute within such period, or within ninety (90) days of the Dispute Notice, whichever is earlier, including agreeing on a new Performance Milestone pursuant to Section 5.2 “(Renegotiation of Performance Milestones” ) if that is the subject of the dispute, then the dispute resolution process of this Section 13.4 “(Escalation; Dispute Resolution” ) will be complete and either Party may pursue any other action that is legally available to it. Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the dispute resolutions provisions set forth above.

Escalation; Dispute Resolution. If Company disputes that (i) Company disputes that a default has occurred as contemplated in Section section 9.2 “(Termination by University”) , or that a default has not been cured, or (ii) Company wishes to dispute termination of this Agreement resulting from a failed renegotiation negotiation of a new Performance Milestone as contemplated under Section 5.2 “(Renegotiation of Performance Milestones”, or (iii) Company disputes in good faith any amounts that are owed to University under this Agreement, and a late fee for such disputed amount has been charged to Company under Section 6.3 “Late Payments”), then Company may provide University with a written dispute notice (“"Dispute Notice”). In the case of (i") and (ii) above such Dispute Notice must be received by University prior to expiration of the 60-day cure period referenced in Section 9.2 “Termination by University”9.2, stating the basis of Company’s 's disagreement with respect to such default or cure. In the case of (iii) above such Dispute Notice must be received by University within thirty (30) days of being charged a late fee for such disputed amount. If Company disputes that a default has occurred as contemplated in Section 9.3 “(Events of Default”), then Company may provide University with a Dispute Notice within thirty (30) 30 days of University sending the notice of termination referenced in Section 9.3 “Events of Default”9.3. Upon receipt of a Dispute Notice, University’s 's right to terminate this Agreement or demand payment of late fees will be suspended and all rights under this Agreement will continue unaffected provided the dispute resolution process in this Section 13.4 “(Escalation; Dispute Resolution” ) is being exercised. Any dispute will first be escalated to Company’s 's Chief Executive Officer or to a representative from Company’s 's Board of Directors, and to University’s 's Vice President for Innovation StrategyXxxxxxx of Innovation, representatives of which will be instructed to work in good faith to attempt to reach a mutually acceptable resolution of the dispute that would avoid termination of this Agreement. If the representatives are unable to reach such resolution of the dispute within thirty (30) 30 days of delivery of the Dispute Notice, an independent, neutral mediator acceptable to both Parties (acting reasonably) will be appointed. The Parties will submit their dispute to mediation according to such parameters as they may mutually agree in writing. The Parties agree to discuss their differences in good faith and to attempt in good faith, with facilitation by the mediator, to reach an amicable resolution of the dispute within thirty (30) 30 days after the mediator’s 's appointment. If the Parties are not able to agree on resolution of the dispute within such period, or within ninety (90) 90 days of the Dispute Notice, whichever is earlier, including agreeing on a new Performance Milestone pursuant to Section 5.2 “Renegotiation of Performance Milestones” ) if that is the subject of the dispute, then the dispute resolution process of this Section 13.4 “(Escalation; Dispute Resolution” ) will be complete and either Party may pursue any other action that is legally available to it. Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the dispute resolutions provisions set forth above.

Escalation; Dispute Resolution. If Company disputes that (i) Company disputes that a default has occurred as contemplated in Section 9.2 “(Termination by University”), or that a default has not been cured, or (ii) Company wishes to dispute termination of this Agreement resulting from a failed renegotiation of a new Performance Milestone as contemplated under Section 5.2 “(Renegotiation of Performance Milestones”, or (iii) Company disputes in good faith any amounts that are owed to University under this Agreement, and a late fee for such disputed amount has been charged to Company under Section 6.3 “Late Payments”), then Company may provide University with a written dispute notice (“Dispute Notice”). In the case of (i) and (ii) above such Dispute Notice must be received by University prior to expiration of the 60-day [***] cure period referenced in Section 9.2 “Termination by University”9.2, stating the basis of Company’s disagreement with respect to such default or cure. In the case of (iii) above such Dispute Notice must be received by University within thirty (30) days of being charged a late fee for such disputed amount. If Company disputes that a default has occurred as contemplated in Section 9.3 “(Events of Default”), then Company may provide University with a Dispute Notice within thirty (30) [***] days of University sending the notice of termination referenced in Section 9.3 “Events of Default”9.3. Upon receipt of a Dispute Notice, University’s right to terminate this Agreement or demand payment of late fees will be suspended and all rights under this Agreement will continue unaffected provided the dispute resolution process in this Section 13.4 “(Escalation; Dispute Resolution” ) is being exercised. Any dispute will first be escalated to Company’s Chief Executive Officer or to a representative from Company’s Board of Directors, and to University’s Vice President for Innovation Strategy[***], representatives of which will be instructed to work in good faith to attempt to reach a mutually acceptable resolution of the dispute that would avoid termination of this Agreement. If the representatives are unable to reach such resolution of the dispute within thirty (30) [***] days of delivery of the Dispute Notice, an independent, neutral mediator acceptable to both Parties (acting reasonably) will be appointed. The Parties will submit their dispute to mediation according to such parameters as they may mutually agree in writing. The Parties agree to discuss their differences in good faith and to attempt in good faith, with facilitation by the mediator, to reach an amicable resolution of the dispute within thirty (30) [***] days after the mediator’s appointment. If the Parties are not able to agree on resolution of the dispute within such period, or within ninety (90) [***] days of the Dispute Notice, whichever is earlier, including agreeing on a new Performance Milestone pursuant to Section 5.2 “Renegotiation of Performance Milestones” ) if that is the subject of the dispute, then the dispute resolution process of this Section 13.4 “(Escalation; Dispute Resolution” ) will be complete and either Party may pursue any other action that is legally available to it. Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the dispute resolutions provisions set forth above.

Escalation; Dispute Resolution. If Company disputes that (i) Company disputes that a default has occurred as contemplated in Section section 9.2 “(Termination by University”), or that a default has not been cured, or (ii) Company wishes to dispute termination of this Agreement resulting from a failed renegotiation negotiation of a new Performance Milestone as contemplated under Section 5.2 “(Renegotiation of Performance Milestones”, or (iii) Company disputes in good faith any amounts that are owed to University under this Agreement, and a late fee for such disputed amount has been charged to Company under Section 6.3 “Late Payments”), then Company may provide University with a written dispute notice (“Dispute Notice”). In the case of (i) and (ii) above such Dispute Notice must be received by University prior to expiration of the 60-day cure period referenced in Section 9.2 “Termination by University”9.2, stating the basis of Company’s 's disagreement with respect to such default or cure. In the case of (iii) above such Dispute Notice must be received by University within thirty (30) days of being charged a late fee for such disputed amount. If Company disputes that a default has occurred as contemplated in Section 9.3 “(Events of Default”), then Company may provide University with a Dispute Notice within thirty (30) 30 days of University sending the notice of termination referenced in Section 9.3 “Events of Default”9.3. Upon receipt of a Dispute Notice, University’s 's right to terminate this Agreement or demand payment of late fees will be suspended and all rights under this Agreement will continue unaffected provided the dispute resolution process in this Section 13.4 “(Escalation; Dispute Resolution” ) is being exercised. Any dispute will first be escalated to Company’s 's Chief Executive Officer or to a representative from Company’s 's Board of Directors, and to University’s 's Associate Vice President for Innovation StrategyInnovation, representatives of which will be instructed to work in good faith to attempt to reach a mutually acceptable resolution of the dispute that would avoid termination of this Agreement. If the representatives are unable to reach such resolution of the dispute within thirty (30) 30 days of delivery of the Dispute Notice, an independent, neutral mediator acceptable to both Parties (acting reasonably) will be appointed. The Parties will submit their dispute to mediation according to such parameters as they may mutually agree in writing. The Parties agree to discuss their differences in good faith and to attempt in good faith, with facilitation by the mediator, to reach an amicable resolution of the dispute within thirty (30) days after the mediator’s appointment. If the Parties are not able to agree on resolution of the dispute within such period, or within ninety (90) days of the Dispute Notice, whichever is earlier, including agreeing on a new Performance Milestone pursuant to Section 5.2 “(Renegotiation of Performance Milestones” ) if that is the subject of the dispute, then the dispute resolution process of this Section 13.4 “(Escalation; Dispute Resolution” ) will be complete and either Party may pursue any other action that is legally available to it. Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the dispute resolutions provisions set forth above.

Escalation; Dispute Resolution. (a) If (i) Company disputes that a default has occurred as contemplated dispute arising in Section 9.2 “Termination by University”, or that a default has not been cured, or (ii) Company wishes to dispute termination of connection with this Agreement resulting from a failed renegotiation of a new Performance Milestone as contemplated under Section 5.2 “Renegotiation of Performance Milestones”, or (iii) Company disputes in good faith any amounts that cannot be adequately resolved by the employees who are owed to University under this Agreement, and a late fee responsible for such disputed amount has been charged to Company under Section 6.3 “Late Payments”, then Company may provide University with a written dispute notice (“Dispute Notice”). In the case of (i) and (ii) above such Dispute Notice must be received by University prior to expiration day-to-day aspects of the 60-day cure period referenced subject matter involved in Section 9.2 “Termination by University”, stating the basis of Company’s disagreement with respect to such default or cure. In the case of (iii) above such Dispute Notice must be received by University within thirty (30) days of being charged a late fee for such disputed amount. If Company disputes that a default has occurred as contemplated in Section 9.3 “Events of Default”, then Company may provide University with a Dispute Notice within thirty (30) days of University sending the notice of termination referenced in Section 9.3 “Events of Default”. Upon receipt of a Dispute Notice, University’s right to terminate this Agreement or demand payment of late fees will be suspended and all rights under this Agreement will continue unaffected provided the dispute resolution process in this Section 13.4 “Escalation; Dispute Resolution” is being exercised. Any dispute will first be escalated to Company’s Chief Executive Officer or to a representative from Company’s Board of Directors, and to University’s Vice President for Innovation Strategy, representatives of which will be instructed to work in good faith to attempt to reach a mutually acceptable resolution of the dispute that would avoid termination of this Agreement. If the representatives are unable to reach such resolution of the dispute within thirty (30) days of delivery of the Dispute Notice, an independent, neutral mediator acceptable to both Parties (acting reasonably) will be appointed. The Parties will submit their dispute to mediation according to such parameters as they may mutually agree in writing. The Parties agree to discuss their differences in good faith and to attempt in good faith, with facilitation by the mediator, to reach an amicable resolution of the dispute within thirty (30) days after the mediator’s appointment. If the Parties are not able to agree on resolution of the dispute within such period, or within ninety (90) days of the Dispute Notice, whichever is earlier, including agreeing on a new Performance Milestone pursuant to Section 5.2 “Renegotiation of Performance Milestones” if that is the subject of the dispute, then the parties will refer the dispute to their respective Program Managers, who will promptly meet and discuss the dispute in good faith in an attempt to resolve it. If the Program Managers cannot promptly reach a resolution, the Management Committee will discuss the dispute during its next scheduled meeting unless either party determines that the dispute requires action before that meeting. If the Management Committee cannot resolve a dispute that is referred to it by the Program Managers, or fails to agree with respect to any matter submitted for its review, or a resolution must be reached before the Management Committee’s next schedule meeting, then the parties will escalate the dispute or matter to their respective senior executive officers, which executives will meet in person or by phone within 10 calendar days (or such longer time period as the executives may agree in writing) of the escalation and will discuss the dispute in good faith in an attempt to resolve it. (b) Any dispute among the parties arising out of or relating to this Agreement, including with respect to the interpretation of any provision of this Agreement, shall be submitted to the dispute resolution process set forth in Section 14.10(a). To the extent that the subject matter of the dispute relates to a matter other than a matter as to which the Managing Committee is charged with the final decision making authority hereunder pursuant to Section 4.2 (whether by virtue of Company’s rights with respect to Company Matters or either party’s rights with respect to matters deemed rejected upon deadlock pursuant to such Section 4.2(c)), in the event that the parties shall fail to resolve the dispute pursuant to Section 14.10(a), the parties shall submit the dispute to mandatory and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules (the “Rules”) in effect on the date of the commencement of the arbitration, and applying the substantive law set forth in Section 14.3. The place of arbitration shall be New York City, New York. There shall be one arbitrator agreed to by the parties within 20 days of the parties’ submission of the dispute for arbitration or in default thereof appointed by the AAA in accordance with the Rules. The arbitrator shall have the authority to award reasonable fees and costs to the prevailing party relating to that aspect of its claim or defense on which it prevails. The award of the arbitrator shall be final and binding on the parties, and judgment may be entered on the award and enforced by any court of competent jurisdiction. Notwithstanding anything in this Section 13.4 “Escalation; Dispute Resolution” will be complete and either Party may pursue any other action that is legally available to it. Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject 14.10(b) to the dispute resolutions provisions set forth abovecontrary, each party shall have the right to seek injunctive relief or other equitable relief from a court of competent jurisdiction as may be necessary to avoid irreparable harm, maintain the status quo or preserve the subject matter of the arbitration.

Escalation; Dispute Resolution. If (ia) Company disputes that (i) a default has occurred as contemplated in Section 9.2 “Termination by University”, or that a default has not been cured, or (ii) Company wishes to dispute termination of this Agreement resulting from a failed renegotiation negotiation of a new Performance Milestone as contemplated under Section 5.2 “Renegotiation of Performance Milestones”, or (iii) Company disputes in good faith any amounts that are owed to University under this Agreement, and a late fee for such disputed amount has been charged to Company under Section 6.3 “Late Payments”, then Company may provide University with a written dispute notice (“Dispute Notice”). In the case of (i) and (ii) above such Dispute Notice must be received by University prior to expiration of the 60-day [***]-day cure period referenced in Section 9.2 “Termination by University”9.2, stating the basis of Company’s disagreement with respect to such default or cure. In , or (b) if there is a dispute as provided under Sections 3.3 or 7.2, then either Party may provide the case of (iii) above such other with a Dispute Notice must be received by University within thirty (30) days of being charged a late fee for such disputed amountNotice. If Company disputes that a default has occurred as contemplated in Section 9.3 “Events of Default”, then Company may provide University with a Dispute Notice within thirty (30) [***] days of University sending the notice of termination referenced in Section 9.3 “Events of Default”9.3. Upon receipt of a Dispute Notice, University’s right to terminate this Agreement or demand payment of late fees will be suspended and all rights under this Agreement will continue unaffected provided the dispute resolution process in this Section 13.4 “Escalation; Dispute Resolution” is being exercised. Any dispute will first be escalated to Company’s Chief Executive Officer or to a representative from Company’s Board of Directors, and to University’s Vice President for Innovation Strategy, representatives of which will be instructed to work in good faith to attempt to reach a mutually acceptable resolution of the dispute that would avoid termination of this Agreement. If the representatives are unable to reach such resolution of the dispute within thirty (30) [***] days of delivery of the Dispute Notice, an independent, neutral mediator acceptable to both Parties (acting reasonably) will be appointed. The Parties will submit their dispute to mediation according to such parameters as they may mutually agree in writing. The Parties agree to discuss their differences in good faith and to attempt in good faith, with facilitation by the mediator, to reach an amicable resolution of the dispute within thirty (30) [***] days after the mediator’s appointment. If the Parties are not able to agree on resolution of the dispute within such period, or within ninety (90) [***] days of the Dispute Notice, whichever is earlier, including agreeing on a new Performance Milestone pursuant to Section 5.2 “Renegotiation of Performance Milestones” if that is the subject of the dispute, then the dispute resolution process of this Section 13.4 “Escalation; Dispute Resolution” will be complete and either Party may pursue any other action that is legally available to it. Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the dispute resolutions provisions set forth above.arbitration. Neoleukin Therapeutics, Inc. / University of Washington Exclusive License Agreement UW CoMotion Ref. 44544A Page 20 of 38 Table of Contents

Escalation; Dispute Resolution. If Company disputes that (i) Company disputes that a default has occurred as contemplated in Section 9.2 “(Termination by University”) , or that a default has not been cured, or (ii) Company wishes to dispute termination of this Agreement resulting from a failed renegotiation negotiation of a new Performance Milestone as contemplated under Section 5.2 “(Renegotiation of Performance Milestones”, or (iii) Company disputes in good faith any amounts that are owed to University under this Agreement, and a late fee for such disputed amount has been charged to Company under Section 6.3 “Late Payments”), then Company may provide University with a written dispute notice (“Dispute Notice”). In the case of (i) and (ii) above such Dispute Notice must be received by University prior to expiration of the 60-day cure period referenced in Section 9.2 “Termination by University”9.2, stating the basis of Company’s 's disagreement with respect to such default or cure. In the case of (iii) above such Dispute Notice must be received by University within thirty (30) days of being charged a late fee for such disputed amount. If Company disputes that a default has occurred as contemplated in Section 9.3 “(Events of Default”), then Company may provide University with a Dispute Notice within thirty (30) days of University sending the notice of termination referenced in Section 9.3 “Events of Default”9.3. Upon receipt of a Dispute Notice, University’s 's right to terminate this Agreement or demand payment of late fees will be suspended and all rights under this Agreement will continue unaffected provided the dispute resolution process in this Section 13.4 “(Escalation; Dispute Resolution” ) is being exercised. Any dispute will first be escalated to Company’s 's Chief Executive Officer or to a representative from Company’s 's Board of Directors, and to University’s 's Vice President for Innovation StrategyXxxxxxx of Innovation, representatives of which will be instructed to work in good faith to attempt to reach a mutually acceptable resolution of the dispute that would avoid termination of this Agreement. If the representatives are unable to reach such resolution of the dispute within thirty (30) days of delivery of the Dispute Notice, an independent, neutral mediator acceptable to both Parties (acting reasonably) will be appointed. The Parties will submit their dispute to mediation according to such parameters as they may mutually agree in writing. The Parties agree to discuss their differences in good faith and to attempt in good faith, with facilitation by the mediator, to reach an amicable resolution of the dispute within thirty (30) days after the mediator’s 's appointment. If the Parties are not able to agree on resolution of the dispute within such period, or within ninety (90) days of the Dispute Notice, whichever is earlier, including agreeing on a new Performance Milestone pursuant to Section 5.2 “(Renegotiation of Performance Milestones” ) if that is the subject of the dispute, then the dispute resolution process of this Section 13.4 “(Escalation; Dispute Resolution” ) will be complete and either Party may pursue any other action that is legally available to it. Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the dispute resolutions provisions set forth above.