Common use of Expert Arbitration Clause in Contracts

Expert Arbitration. Any dispute expressly stated in this Agreement to be resolved pursuant to this Section 13.7.3 shall take place pursuant to the following procedures: promptly following receipt of any notice requiring dispute resolution pursuant to this Section 13.7.3, the Parties shall meet and discuss in good faith and agree on an expert panel to resolve the issue, which expert panel shall consist of three (3) members and shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in the substantive area in question, and shall have some experience in mediating or arbitrating issues relating to such agreements. If the Parties cannot agree on such expert panel within […***…] ([…***…]) days of request by a Party for arbitration, then each Party shall select one (1) expert for such panel within […***…] ([…***…]) days as from the expiration of the aforementioned […***…] day period and the two (2) experts selected by the Parties shall select a third expert for the panel within […***…] ([…***…]) days as from the appointment of the second expert; provided, that all such three (3) experts must meet the foregoing criteria. Within […***…] ([…***…]) days after such expert panel is selected (or appointed, as the case may be), each Party will deliver to both the expert panel and the other Party a detailed written proposal setting forth its proposed terms for the resolution for the matter at issue (the “Proposed Terms” of the Party) and a memorandum (the “Support Memorandum”) in support thereof, not exceeding ten (10) pages in length (excluding any supporting data). The Parties will also provide the expert panel a copy of this Agreement, as may be amended at such time. Within […***…] ([…***…]) days after receipt of the other Party’s Proposed Terms and Support Memorandum, each Party may submit to the expert panel (with a copy to the other Party) a response to the other Party’s Support Memorandum, such response not exceeding five (5) pages in length. Neither Party may have any other communications (either written or oral) with the expert panel other than for the sole purpose of engaging the expert panel or as expressly permitted in this Section 13.7.3; provided, that the expert panel may convene a hearing if the expert panel so chooses to ask questions of the Parties and hear oral argument and discussion regarding each Party’s Proposed Terms. Within […***…] ([…***…]) days after the expert panel’s appointment, the expert panel will select one (1) of the two (2) Proposed Terms (without modification) provided by the Parties that the expert panel believes is most consistent with the intention underlying and agreed principles set forth in this Agreement. The decision of the expert panel shall be final, binding, and not appealable. The expert panel must select as the only method to resolve the matter at issue one (1) of the two (2) sets of Proposed Terms, and may not combine elements of both Proposed Terms or award any other relief or take any other action.

Expert Arbitration. Any dispute expressly stated in this Agreement to be resolved pursuant to this Section 13.7.3 shall take place pursuant to the following procedures: promptly following receipt of any notice requiring dispute resolution pursuant to this Section 13.7.3, the Parties shall meet and discuss in good faith and agree on an expert panel to resolve the issue, which expert panel shall consist of three (3) members and shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in the substantive area in question, and shall have some experience in mediating or arbitrating issues relating to such agreements. If the Parties cannot agree on such expert panel within […...***…...] ([…***…]) days of request by a Party for arbitration, then each Party shall select one (1) expert for such panel within […...***…...] ([…***…]) days as from the expiration of the aforementioned […...***…...] day period and the two (2) experts selected by the Parties shall select a third expert for the panel within […...***…...] ([…***…]) days as from the appointment of the second expert; provided, that all such three (3) experts must meet the foregoing criteria. Within […...***…...] ([…***…]) days after such expert panel is selected (or appointed, as the case may be), each Party will deliver to both the expert panel and the other Party a detailed written proposal setting forth its proposed terms for the resolution for the matter at issue (the “Proposed Terms” of the Party) and a memorandum (the “Support Memorandum”) in support thereof, not exceeding ten (10) pages in length (excluding any supporting data). The Parties will also provide the expert panel a copy of this Agreement, as may be amended at such time. Within […...***…...] ([…***…]) days after receipt of the other Party’s Proposed Terms and Support Memorandum, each Party may submit to the expert panel (with a copy to the other Party) a response to the other Party’s Support Memorandum, such response not exceeding five (5) pages in length. Neither Party may have any other communications (either written * Confidential information, indicated by [...***...], has been omitted from this filing and filed separately with the U.S. Securities and Exchange Commission. or oral) with the expert panel other than for the sole purpose of engaging the expert panel or as expressly permitted in this Section 13.7.3; provided, that the expert panel may convene a hearing if the expert panel so chooses to ask questions of the Parties and hear oral argument and discussion regarding each Party’s Proposed Terms. Within […...***…...] ([…***…]) days after the expert panel’s appointment, the expert panel will select one (1) of the two (2) Proposed Terms (without modification) provided by the Parties that the expert panel believes is most consistent with the intention underlying and agreed principles set forth in this Agreement. The decision of the expert panel shall be final, binding, and not appealable. The expert panel must select as the only method to resolve the matter at issue one (1) of the two (2) sets of Proposed Terms, and may not combine elements of both Proposed Terms or award any other relief or take any other action.

Expert Arbitration. Any dispute expressly stated in this Agreement to be resolved pursuant to this Section 13.7.3 shall 15.3.5 (Expert Arbitration) will take place pursuant to the following procedures: promptly following receipt . 15.3.5.1 The expert arbitration will be overseen by and conducted as a “baseball” form of any notice requiring dispute resolution pursuant to this Section 13.7.3, the Parties shall meet and discuss in good faith and agree on an expert binding arbitration conducted by a panel to resolve the issue, which expert panel shall consist of three (3) members and shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in the substantive area in question, and shall have some experience in mediating or arbitrating issues relating to such agreementsarbitrators (“Panel”). If the Parties cannot agree on such expert panel within No later than […***…] ([…***…]) days after the initiation of request by a Party for arbitration, then each Party shall select will appoint one (1) expert for such panel within arbitrator and, no later than […***…] ([…***…]) days as from the expiration after confirmation of the aforementioned […***…] day period and the two (2) experts Party-appointed arbitrators, the third (3rd) arbitrator will be selected by the two (2) Party-appointed arbitrators and will act as the chair. The Parties shall select a third expert for the panel within […***…] ([…***…]) days as from may confer with their respective Party-appointed arbitrators regarding the appointment of the second expert; provided, that all such three (3) experts must meet chair. Each arbitrator comprising the foregoing criteria. Within Panel will have at least […***…] (of experience in the negotiation of 15.3.5.2 No later than […***…]) days ] after such expert panel is selected (or appointed, as the case may be)constitution of the Panel, each Party will deliver submit to both the expert panel Panel and the other Party a detailed written proposal setting forth its proposed terms for the resolution for the matter at issue (the “Proposed Terms” of the Party) and a memorandum (the “Support Memorandum”) in support thereof, not exceeding ten (10) pages in length (excluding any supporting data)Dispute. The Parties will also provide to the expert panel Panel a copy of this Agreement, as may be amended at such time. Within . 15.3.5.3 No later than […***…] ([…***…]) days after receipt the delivery of the other Party’s Proposed Terms and Support MemorandumParties’ detailed written proposals to the Panel, each Party may will submit to both the expert panel (with a copy to Panel and the other PartyParty a legal brief (and any exhibits) a response to explaining and supporting the other Party’s Support Memorandumdetailed written proposal, which legal brief shall be no more than [**]. 15.3.5.4 There will be no discovery and there will be no hearing, although such response not exceeding five (5) pages arbitration proceeding will be deemed to have its seat in length. Neither Party may have any other communications (either written or oral) with Boston, Massachusetts, and all arbitration proceedings will be conducted in the expert panel other English language. 15.3.5.5 No later than for [**] after the sole purpose of engaging the expert panel or as expressly permitted in this Section 13.7.3; provided, that the expert panel may convene a hearing if the expert panel so chooses to ask questions submission of the Parties and hear oral argument and discussion regarding each Party’s Proposed Terms. Within […***…] ([…***…]) days after the expert panel’s appointmentParties’ legal briefs, the expert panel Panel will select one (1) of the two (2) Proposed Terms detailed written proposals (without modification) provided by the Parties that the expert panel Panel believes is most consistent with the intention underlying and agreed principles set forth in this Agreement. The decision of the expert panel shall Panel will be final, binding, final and not appealableunappealable. The expert panel detailed written proposal selected by the Panel will automatically be binding on the Parties. 15.3.5.6 The Panel must select as the only method to resolve the matter at issue one (1) of the two (2) sets of Proposed Terms, detailed written proposals and may not combine elements of both Proposed Terms or award any other relief detailed written proposals or take any other action. 15.3.5.7 Each Party shall bear its own attorneys’ fees, costs and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Panel.

Expert Arbitration. Any dispute expressly stated in this Agreement to be resolved pursuant to this Section 13.7.3 shall 15.3.5 (Expert Arbitration) will take place pursuant to the following procedures: promptly following receipt . 15.3.5.1 The expert arbitration will be overseen by and conducted as a “baseball” form of any notice requiring dispute resolution pursuant to this Section 13.7.3, the Parties shall meet and discuss in good faith and agree on an expert binding arbitration conducted by a panel to resolve the issue, which expert panel shall consist of three (3) members and shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in the substantive area in question, and shall have some experience in mediating or arbitrating issues relating to such agreementsarbitrators (“Panel”). If the Parties cannot agree on such expert panel within No later than […***…] ([…***…]) days after the initiation of request by a Party for arbitration, then each Party shall select will appoint one (1) expert for such panel within arbitrator and, no later than […***…] ([…***…]) days as from the expiration after confirmation of the aforementioned […***…] day period and the two (2) experts Party-appointed arbitrators, the third (3rd) arbitrator will be selected by the two (2) Party-appointed arbitrators and will act as the chair. The Parties shall select a third expert for the panel within […***…] ([…***…]) days as from may confer with their respective Party-appointed arbitrators regarding the appointment of the second expert; provided, that all such three (3) experts must meet chair. Each arbitrator comprising the foregoing criteria. Within Panel will have at least […***…] (of experience in the negotiation of biotechnology and pharmaceutical license and collaboration agreements. At the election of any member of the Panel, the Panel may engage one or more independent experts with experience in the subject matter of the Dispute to advise the Panel, but final decision-making authority will remain with the panel. 15.3.5.2 No later than […***…]) days ] after such expert panel is selected (or appointed, as the case may be)constitution of the Panel, each Party will deliver submit to both the expert panel Panel and the other Party a detailed written proposal setting forth its proposed terms for the resolution for the matter at issue (the “Proposed Terms” of the Party) and a memorandum (the “Support Memorandum”) in support thereof, not exceeding ten (10) pages in length (excluding any supporting data)Dispute. The Parties will also provide to the expert panel Panel a copy of this Agreement, as may be amended at such time. Within . 15.3.5.3 No later than […***…] ([…***…]) days after receipt the delivery of the other Party’s Proposed Terms and Support MemorandumParties’ detailed written proposals to the Panel, each Party may will submit to both the expert panel (with a copy to Panel and the other PartyParty a legal brief (and any exhibits) a response to explaining and supporting the other Party’s Support Memorandumdetailed written proposal, which legal brief shall be no more than [**]. 15.3.5.4 There will be no discovery and there will be no hearing, although such response not exceeding five (5) pages arbitration proceeding will be deemed to have its seat in length. Neither Party may have any other communications (either written or oral) with Boston, Massachusetts, and all arbitration proceedings will be conducted in the expert panel other English language. 15.3.5.5 No later than for [**] after the sole purpose of engaging the expert panel or as expressly permitted in this Section 13.7.3; provided, that the expert panel may convene a hearing if the expert panel so chooses to ask questions submission of the Parties and hear oral argument and discussion regarding each Party’s Proposed Terms. Within […***…] ([…***…]) days after the expert panel’s appointmentParties’ legal briefs, the expert panel Panel will select one (1) of the two (2) Proposed Terms detailed written proposals (without modification) provided by the Parties that the expert panel Panel believes is most consistent with the intention underlying and agreed principles set forth in this Agreement. The decision of the expert panel shall Panel will be final, binding, final and not appealableunappealable. The expert panel detailed written proposal selected by the Panel will automatically be binding on the Parties. 15.3.5.6 The Panel must select as the only method to resolve the matter at issue one (1) of the two (2) sets of Proposed Terms, detailed written proposals and may not combine elements of both Proposed Terms or award any other relief detailed written proposals or take any other action. 15.3.5.7 Each Party shall bear its own attorneys’ fees, costs and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Panel.