Common use of Expert Determination Clause in Contracts

Expert Determination. For any determination referred to an Expert under this Agreement, the Parties hereby agree that such determination shall be conducted expeditiously by an Expert selected unanimously by the parties to the Dispute. The Expert is not an arbitrator of the Dispute and shall not be deemed to be acting in an arbitral capacity. The Expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to any party to a Dispute arbitrated pursuant to Article 20.3(C), provided that nothing in this sentence shall preclude any party to such a Dispute from using the Expert as a witness regarding the proper conduct of the expert procedure. The Party desiring an Expert determination shall give the other parties to the Dispute written notice of the request for such determination. If the parties to the Dispute are unable to agree upon an Expert within ten (10) Days after receipt of the notice of request for an Expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the ICC shall appoint such Expert. The Expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the Expert determination or the underlying Dispute. All communications between any Party and the Expert shall be conducted in writing, with copies sent simultaneously to the other parties to the Dispute in the same manner, or at a meeting to which representatives of all parties to the Dispute have been invited and of which such parties have been provided at least five (5) Business Days notice. Within thirty (30) Days after the Expert’s acceptance of its appointment, the Party or Parties who referred the matter for resolution under this Article shall provide the Expert with a report containing its or their proposal for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within the same thirty (30) Day period, the respondent Party or Parties shall provide the Expert with a report explaining their proposal and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) Days of receipt of the above-described materials and after receipt of additional information or data as may be required by the Expert, the Expert shall make a determination, which determination shall be consistent with the terms of this Agreement, with respect to each issue submitted to it pursuant to this Article 20.4. The Expert’s determination shall be final and binding on the parties to the Dispute. Any Party that fails or refuses to honor the determination of an Expert shall be in default under this Agreement. The provisions of Exhibit E shall supersede the provisions of this Article 20.4 with respect to any Expert determination under Exhibit E, to the extent the two are in conflict.

Expert Determination. For any Subject to Clause 18.1 (Senior Manager Discussions) and the Technical Dispute Determination Option, if a Dispute is a Technical Dispute, either Party may refer the Technical Dispute for determination referred to an by the Independent Expert under this Agreement, the Parties hereby agree that such determination shall be conducted expeditiously by an Clause 18.3 (Expert selected unanimously by the parties to the DisputeDetermination). The Expert is not Determination process will be commenced by a Party delivering a written notice to the other Party requesting an arbitrator Expert Determination in respect of the Dispute and shall not be deemed to be acting in an arbitral capacityTechnical Dispute. The Expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to any party to a Dispute arbitrated pursuant to Article 20.3(C), provided that nothing in this sentence shall preclude any party to such a Dispute from using the Expert as a witness regarding the proper conduct of the expert procedure. The Party desiring an Expert determination shall give the other parties to the Dispute written notice of the request for such determination. If the parties to the Dispute are unable to agree upon an Expert within Within ten (10) Business Days after receipt of the delivery of the written notice under Clause 18.3(b), the Parties shall appoint an Independent Expert to determine the Technical Dispute. If the Parties fail to agree the identity of the Independent Expert within such period, the requesting Party shall thereafter request for an the Expert determination, then, Appointing Authority4 to appoint the Independent Expert to determine the Technical Dispute. The request shall indicate the nature of the Technical Dispute and the requesting Party shall make payment of any such fees that may be required. The other Party shall have the opportunity to provide its comments on the request to the Expert Appointing Authority. The Independent Expert shall in consultation with the Parties decide upon the request of any of the parties procedure to the Dispute, the International Centre for Expertise of the ICC shall appoint such Expertbe followed in order to arrive at his determination. The ExpertIndependent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, once appointedprocedures, shall have no ex parte communications with any pleadings, discovery or strict rules of evidence, provided however that the parties Parties are afforded equal treatment and a reasonable right to the Dispute concerning the Expert determination or the underlying Disputebe heard. All communications between any Party and the The Independent Expert shall be conducted in writing, with copies sent simultaneously to the other parties to the Dispute in the same manner, or at a meeting to which representatives of all parties to the Dispute have been invited and of which such parties have been provided at least issue its Expert Determination not later than forty-five (545) Business Days notice. Within thirty (30) Days after from the Expert’s acceptance date of its appointment, his instruction and shall include the Party or Parties who referred the matter for resolution under this Article shall provide the Expert with a report containing its or their proposal reasons for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and datadecision. Within the same thirty (30) Day period, the respondent Party or Parties shall provide the Expert with a report explaining their proposal and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) Days of receipt of the above-described materials and after receipt of additional information or data as may be required by the ExpertSubject to Clause 18.3(h), the Expert shall make a determination, which determination shall be consistent with the terms of this Agreement, with respect to each issue submitted to it pursuant to this Article 20.4. The Expert’s determination shall Determination will be final and binding on the parties Parties. Subject to Clause 18.3(h), the Expert Determination shall be complied with promptly by the Parties. If the Expert Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, either Party may by notice provided to the Disputeother Party not later than twenty (20) Business Days after the date of issue of the determination, regard the Expert Determination as a Dispute and refer the Dispute for arbitration under Clause 18.4 (Arbitration). Any Following twenty-one (21) Business Days from the date of issue of the Expert Determination, either Party may apply to the Independent Expert for reissuance of his determination in the form of a final and binding arbitral award by a sole arbitrator. The Independent Expert shall re-issue such determination promptly without reconsideration of the matter. Each Party hereby agrees that fails or refuses to honor any Expert Determination may be reissued in the determination form of an arbitral award and further agrees to abide by any such arbitral award. Neither Party shall bring a challenge arising from the operation of this Clause against any such arbitral award. Arbitration5 Unless resolved amicably or in the case of a Technical Dispute by Expert Determination and subject to the requirements in this Clause 18 (Dispute Resolution), all Disputes shall be finally settled by international arbitration under the Rules of the Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in default accordance with the said Rules.6 The arbitration shall be conducted in the Arbitration Language. The seat or legal place of the arbitration shall be the Arbitration Seat.7 The Governing Law shall also apply to this Clause 18 (Dispute Resolution). The Parties agree that the ICC Court and/or the arbitral tribunal (as applicable) may on request from either Party, consolidate an arbitration commenced hereunder with an arbitration or arbitrations commenced under the PPA, the Supply Agreement, the Installation Agreement, the Operation and Maintenance Agreement or any Finance Agreement8, if the arbitration proceedings raise common questions of law or fact. If two (2) or more arbitral tribunals issue orders under these consolidation orders, the order issued first shall prevail. Likewise, each Party agrees that it may be joined to any arbitration proceedings between the other Party and its counterparty under any of the aforementioned agreements to allow for the resolution in a single arbitration of a related dispute raising common questions of law or fact under this Agreement. The provisions of Exhibit E shall supersede the provisions of this Article 20.4 with respect to any Expert determination under Exhibit E, to the extent the two are in conflict.Agreement.9

Expert Determination. For any Subject to Clause 20.1 (Senior Manager Discussion) and the Technical Dispute Determination Option, if a Dispute is a Technical Dispute, either Party may refer the Technical Dispute for determination referred to by an Independent Expert under the terms of this Agreement, the Parties hereby agree that such determination shall be conducted expeditiously by an Clause 20.3 ("Expert selected unanimously by the parties to the DisputeDetermination"). The Expert is not Determination process will be commenced by a Party delivering a notice to the other Party requesting an arbitrator Expert Determination in respect of the Dispute and shall not be deemed to be acting in an arbitral capacityTechnical Dispute. The Expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to any party to a Dispute arbitrated pursuant to Article 20.3(C), provided that nothing in this sentence shall preclude any party to such a Dispute from using the Expert as a witness regarding the proper conduct of the expert procedure. The Party desiring an Expert determination shall give the other parties to the Dispute written notice of the request for such determination. If the parties to the Dispute are unable to agree upon an Expert within Within ten (10) Business Days after receipt of the delivery of the written notice under Clause 20.3(b) (Expert Determination), the Parties shall appoint an Independent Expert to determine the Technical Dispute. If the Parties fail to agree the identity of the Independent Expert within such period, the requesting Party shall thereafter request for the Expert Appointing Authority46 to appoint the Independent Expert to determine the Technical Dispute. The request shall indicate the nature of the Technical Dispute and the requesting Party shall make payment of any such fees that may be required. The other Party shall have the opportunity to provide its comments on the request to the Expert Appointing Authority. The Independent Expert shall in consultation with the Parties, decide upon the procedure to be followed in order to arrive at his determination. The Independent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, procedures, pleadings, discovery or strict rules of evidence, provided however that the Parties are afforded equal treatment and a reasonable right to be heard. The Independent Expert shall issue an Expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the ICC shall appoint such Expert. The Expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the Expert determination or the underlying Dispute. All communications between any Party and the Expert shall be conducted in writing, with copies sent simultaneously to the other parties to the Dispute in the same manner, or at a meeting to which representatives of all parties to the Dispute have been invited and of which such parties have been provided at least Determination not later than forty-five (545) Business Days notice. Within thirty (30) Days after from the Expert’s acceptance date of its appointment, his instruction and shall include the Party or Parties who referred the matter for resolution under this Article shall provide the Expert with a report containing its or their proposal reasons for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and datadecision. Within the same thirty (30) Day period, the respondent Party or Parties shall provide the Expert with a report explaining their proposal and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) Days of receipt of the above-described materials and after receipt of additional information or data as may be required by the ExpertSubject to Clause 20.3(h), the Expert shall make a determination, which determination shall be consistent with the terms of this Agreement, with respect to each issue submitted to it pursuant to this Article 20.4. The Expert’s determination shall Determination will be final and binding on the parties Parties. Subject to Clause 20.3(h), the Expert Determination shall be complied with promptly by the Parties. If the Expert Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, each Party may by notice provided to the Disputeother Party not later than twenty (20) Business Days following the date of issue of the determination, regard the Expert Determination as a Dispute and refer the Dispute for arbitration under Clause 20.4(a) (Arbitration). Any Following twenty one (21) Days from the date of issue of the Expert Determination, either Party may apply to the Independent Expert for reissuance of his determination in the form of a final and binding arbitral award by a sole arbitrator. The Independent Expert shall re-issue such determination promptly without reconsideration of the matter. Each Party hereby agrees that fails or refuses to honor any Expert Determination may be reissued in the determination form of an arbitral award and further agrees to abide by any such arbitral award. Neither Party shall bring a challenge arising from the operation of this Clause 20.3 against any such arbitral award. Arbitration47 Unless resolved amicably or in the case of a Technical Dispute, by Expert Determination and subject to the requirements in Clause 20.1 (Senior Manager Discussions) (and Clause 20.3(a) (Expert Determination) if applicable) all Disputes shall be finally settled48 by international arbitration under the Rules of the Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in default accordance with the said Rules.49 The arbitration shall be conducted in the Arbitration Language. The seat or legal place of the arbitration shall be the Arbitration Seat.50 The Governing Law shall also apply to this Clause 20.4. The Parties agree that the ICC Court and/or the arbitral tribunal (as applicable) may on request from either Party, consolidate an arbitration commenced hereunder with an arbitration or arbitrations commenced under the PPA, the Implementation Agreement, the Supply Agreement, the Installation Agreement or any Finance Agreement, if the arbitration proceedings raise common questions of law or fact. If two (2) or more arbitral tribunals issue orders under these consolidation orders, the order issued first shall prevail. Likewise, each Party agrees that it may be joined to any arbitration proceedings between the other Party and its counterparty under any of the aforementioned agreements to allow for the resolution in a single arbitration of a related dispute raising common questions of law or fact under this Agreement. The provisions of Exhibit E shall supersede the provisions of this Article 20.4 with respect to any Expert determination under Exhibit E, to the extent the two are in conflict.Agreement.51

Expert Determination. 41.5.1 For a Dispute on any determination decision referred to an Expert under this Agreement, expert the Parties hereby agree that such determination decision shall be conducted expeditiously by an Expert expert selected unanimously by the parties Parties to the Dispute. The Expert expert is not an arbitrator of the Dispute and shall not be deemed to be acting in an arbitral capacity. The Expert independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party written notice of the request for such determination. If the Parties to the Dispute are unable to agree upon an expert within twenty (20) Days after receipt of the notice of request for an expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertise. The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty (60) Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to any party to a Dispute arbitrated pursuant to Article 20.3(C), provided that nothing in this sentence shall preclude any party to such a Dispute from using the Expert as a witness regarding the proper conduct of the expert procedure. The Party desiring an Expert determination shall give the other parties to the Dispute written notice of the request for such determination. If the parties to the Dispute are unable to agree upon an Expert within ten (10) Days after receipt of the notice of request for an Expert determination, then, upon the request of any of the parties Parties to the Dispute, the International Centre for Expertise of the ICC shall appoint such Expert. The Expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the Expert determination or the underlying Dispute. All communications between any Party and the Expert shall be conducted in writing, with copies sent simultaneously to the other parties to the Dispute in the same manner, or at a meeting to which representatives of all parties to the Dispute have been invited and of which such parties have been provided at least five (5) Business Days notice. Within thirty (30) Days after the Expert’s acceptance of its appointment, the Party or Parties who referred the matter for resolution under this Article shall provide the Expert with a report containing its or their proposal for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within the same thirty (30) Day period, the respondent Party or Parties shall provide the Expert with a report explaining their proposal and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) Days of receipt of the above-described materials and after receipt of additional information or data as may be required by the Expert, the Expert shall make a determination, which determination shall be consistent with the terms of this Agreement, with respect to each issue submitted to it pursuant to this Article 20.4. The Expert’s determination shall be final and binding on the parties to the Dispute. Any Party that fails or refuses to honor the determination of an Expert shall be in default under this Agreement. The provisions of Exhibit E shall supersede the provisions of this Article 20.4 with respect to any Expert determination under Exhibit E, to the extent the two are in conflict.

Expert Determination. For any Subject to Clause 38.1 (Senior Management Discussions) and the Technical Dispute Determination Option, if a Dispute is a Technical Dispute, either Party may refer the Technical Dispute for determination referred to an by the Independent Expert under the terms of this Agreement, the Parties hereby agree that such determination shall be conducted expeditiously by an Clause 38.3 (Expert selected unanimously by the parties to the DisputeDetermination). The Expert is not Determination process will be commenced by a Party delivering a notice to the other Party requesting an arbitrator Expert Determination in respect of the Dispute and shall not be deemed to be acting in an arbitral capacityTechnical Dispute. The Expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to any party to a Dispute arbitrated pursuant to Article 20.3(C), provided that nothing in this sentence shall preclude any party to such a Dispute from using the Expert as a witness regarding the proper conduct of the expert procedure. The Party desiring an Expert determination shall give the other parties to the Dispute written notice of the request for such determination. If the parties to the Dispute are unable to agree upon an Expert within Within ten (10) Business Days after receipt of the delivery of the written notice under Clause 38.3(b) (Expert Determination), the Parties shall appoint an Independent Expert to determine the Technical Dispute. If the Parties fail to agree the identity of the Independent Expert within such period, the requesting Party shall thereafter request for an the Expert determination, then, Appointing Authority4 to appoint the Independent Expert to determine the Technical Dispute. The request shall indicate the nature of the Technical Dispute and the requesting Party shall make payment of any such fees that may be required. The other Party shall have the opportunity to provide its comments on the request to the Expert Appointing Authority. The Independent Expert shall in consultation with the Parties decide upon the request of any of the parties procedure to the Dispute, the International Centre for Expertise of the ICC shall appoint such Expertbe followed in order to arrive at his determination. The ExpertIndependent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, once appointedprocedures, shall have no ex parte communications with any pleadings, discovery or strict rules of evidence, provided however that the parties Parties are afforded equal treatment and a reasonable right to the Dispute concerning the Expert determination or the underlying Disputebe heard. All communications between any Party and the The Independent Expert shall be conducted in writing, with copies sent simultaneously to the other parties to the Dispute in the same manner, or at a meeting to which representatives of all parties to the Dispute have been invited and of which such parties have been provided at least issue his Expert Determination not later than forty five (545) Business Days notice. Within thirty (30) Days after from the Expert’s acceptance date of its appointment, his instruction and shall include the Party or Parties who referred the matter for resolution under this Article shall provide the Expert with a report containing its or their proposal reasons for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and datadecision. Within the same thirty Subject to Clause 38.3(h) (30) Day period, the respondent Party or Parties shall provide the Expert with a report explaining their proposal and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) Days of receipt of the above-described materials and after receipt of additional information or data as may be required by the ExpertDetermination), the Expert shall make a determination, which determination shall be consistent with the terms of this Agreement, with respect to each issue submitted to it pursuant to this Article 20.4. The Expert’s determination shall Determination will be final and binding on the parties Parties. Subject to Clause 38.3(h) (Expert Determination), the Expert Determination shall be complied with promptly by the Parties. If the Expert Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, either Party may by notifying the other Party not later than twenty (20) Business Days after the date of issue of the determination, regard the Expert Determination as a Dispute and refer the Dispute for arbitration under Clause 38.4 (Arbitration). Following twenty one (21) Business Days from the date of issue of the Expert Determination, either Party may apply to the DisputeIndependent Expert for reissuance of his determination in the form of a final and binding arbitral award by a sole arbitrator. Any The Independent Expert shall re-issue such determination promptly without reconsideration of the matter. Each Party hereby agrees that fails or refuses to honor any Expert Determination may be reissued in the determination form of an arbitral award and further agrees to abide by any such arbitral award. Neither Party shall bring a challenge arising from the operation of this Clause 38.3(i) (Expert Determination) against any such arbitral award. Arbitration5 Unless resolved amicably or, in the case of a Technical Dispute by Expert Determination, and subject to the requirements in Clause 38.1 (Senior Management Discussions) (and Clause 38.3 (Expert Determination), all Disputes shall be finally settled by international arbitration under the Rules of the Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in default accordance with the said Rules.6 The arbitration shall be conducted in the Arbitration Language7. The seat or legal place of the arbitration shall be the Arbitration Seat. The Governing Law shall also apply to this Clause 38.4 (Arbitration). The Parties agree that the ICC Court or the arbitral tribunal (as applicable) may on request from either Party consolidate an arbitration commenced hereunder with an arbitration or arbitrations commenced under the PPA, the Implementation Agreement, the Supply Agreement, the O&M Agreement or any Finance Agreement, if the arbitration proceedings raise common questions of Law or fact. If two or more arbitral tribunals issue orders under these consolidation orders, the order issued first shall prevail.8 Likewise, each Party agrees that it may be joined to any arbitration proceedings between the other Party and its counterparty under any of the aforementioned agreements to allow for the resolution in a single arbitration of a related dispute raising common questions of Law or fact under this Agreement. The provisions of Exhibit E shall supersede the provisions of this Article 20.4 with respect to any Expert determination under Exhibit E, to the extent the two are in conflict.Agreement.9

Expert Determination. For any determination (a) The Committee of Experts consists of one member, unless the Parties have determined when formulating the agreement pursuant to which the dispute is submitted for a binding opinion that the Committee of Experts will comprise three members. (b) If the Committee of Experts consists of one member, this expert will be jointly appointed by the Parties. If the Parties fail to reach an agreement on the appointment of the expert within 20 Business Days subsequent to the deadline referred to an Expert in Article 21.1 (b), the expert shall at the request of either Party be appointed by the President of the District Court in The Hague. (c) If the Committee of Experts comprises three members, each Party will appoint one member to this Committee. The members of the Committee of Experts so appointed will jointly name a third member of the Committee, who shall function as the chairperson of said Committee of Experts. (d) Articles 1025 through 1035 of the Dutch Code of Civil Procedure apply by analogy to the binding opinion, appointment and functioning of the Committee of Experts. (e) The terms under which members are appointed to the Committee of Experts will be set by the Parties in consultation with the intended members of said Committee of Experts. (f) The costs of the Committee of Experts together with the costs of legal assistance will be paid by the unsuccessful Party, unless the Committee of Experts determines otherwise. (g) Unless the Parties agree otherwise, the procedure shall be as follows: (i) Either Party shall send a request for a binding opinion to the member(s) of the Committee of Experts within four weeks of the appointment of this AgreementCommittee, and send a copy thereof to the other Party. The request consists of at least a description of the dispute, the position of the Party making a submission and the relevant appendices; (ii) The other Party must respond to the request within four weeks; (iii) Depending on the requirements of the Committee of Experts, the Parties hereby agree that such will be given the opportunity to further explain their position to the Committee in writing and/or subsequently in person and may support their positions with supplementary documentation. The Committee of Experts however shall proceed expeditiously in arriving at its Expert Determination; and (iv) The Committee of Experts will issue the Parties with a draft of its determination shall be conducted expeditiously by an Expert selected unanimously within four weeks of the last permitted act of procedure by the parties Parties. The Parties may respond in writing within two weeks of the issuing of this draft. The Committee of Experts will then formulate and issue its final determination to the Dispute. Parties within a period of two weeks. (h) The Expert is not an arbitrator Contractor may implead a Subcontractor as a third party. (i) The final determination of the Dispute and shall not be deemed Committee of Experts is considered to be acting a binding opinion (a decision made by a third party as defined in an arbitral capacity. The Expert shall not (without the written consent Article 7:900 Paragraph 2 of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to any party to a Dispute arbitrated pursuant to Article 20.3(CDutch Civil Code), provided that nothing in this sentence shall preclude any party to such a Dispute from using the Expert as a witness regarding the proper conduct of the expert procedure. The Party desiring an Expert determination shall give the other parties to the Dispute written notice of the request for such determination. If the parties to the Dispute are unable to agree upon an Expert within ten (10) Days after receipt of the notice of request for an Expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the ICC shall appoint such Expert. The Expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the Expert determination or the underlying Dispute. All communications between any Party and the Expert shall be conducted in writing, with copies sent simultaneously to the other parties to the Dispute in the same manner, or at a meeting to which representatives of all parties to the Dispute have been invited and of which such parties have been provided at least five (5) Business Days notice. Within thirty (30) Days after the Expert’s acceptance of its appointment, the Party or Parties who referred the matter for resolution under this Article shall provide the Expert with a report containing its or their proposal for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within the same thirty (30) Day period, the respondent Party or Parties shall provide the Expert with a report explaining their proposal and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) Days of receipt of the above-described materials and after receipt of additional information or data as may be required by the Expert, the Expert shall make a determination, which determination shall be consistent with the terms of this Agreement, with respect to each issue submitted to it pursuant to this Article 20.4. The Expert’s determination shall be final and binding on the parties to the Dispute. Any Party that fails or refuses to honor the determination of an Expert shall be in default under this Agreement. The provisions of Exhibit E shall supersede the provisions of this Article 20.4 with respect to any Expert determination under Exhibit E, to the extent the two are in conflict.

Expert Determination. For any determination decision referred to an Expert under this Agreementexpert, the Parties hereby agree that such determination decision shall be conducted expeditiously by an Expert expert selected unanimously by the parties to the Dispute. The Expert expert is not an arbitrator of the Dispute and shall not be deemed to be acting in an arbitral capacity. The Expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to any party to a Dispute arbitrated pursuant to Article 20.3(C), provided that nothing in this sentence shall preclude any party to such a Dispute from using the Expert as a witness regarding the proper conduct of the expert procedure. The Party desiring an Expert expert determination shall give the other parties to the Dispute written notice of the request for such determination. If the parties to the Dispute are unable to agree upon an Expert expert within ten (10) Days after receipt of the notice of request for an Expert expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the ICC International Chamber of Commerce (ICC) shall appoint such Expertexpert and shall administer such expert determination through the ICC’s Rules for Expertise. The Expertexpert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the Expert expert determination or the underlying Dispute. All communications between any Party Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the Expert expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Before issuing his final decision, the expert shall be conducted in writing, with copies sent simultaneously to issue a draft report and allow the other parties to the Dispute in the same manner, or at a meeting to which representatives of all parties comment on it. The expert shall endeavor to resolve the Dispute have been invited and of which such parties have been provided at least five (5) Business Days notice. Within within thirty (30) Days (but no later than sixty (60) Days) after the Expert’s acceptance of its his appointment, taking into account the Party or Parties who referred the matter for resolution under this Article shall provide the Expert with a report containing its or their proposal for the circumstances requiring an expeditious resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within the same thirty (30) Day period, the respondent Party or Parties shall provide the Expert with a report explaining their proposal and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) Days of receipt of the above-described materials and after receipt of additional information or data as may be required by the Expert, the Expert shall make a determination, which determination shall be consistent with the terms of this Agreement, with respect to each issue submitted to it pursuant to this Article 20.4in dispute. The Expertexpert’s determination decision shall be final and binding on the parties to the DisputeDispute unless challenged in an arbitration pursuant to Article 18.2(D) within sixty (60) Days of the date the expert’s final decision is received by the parties to the Dispute and until replaced by such subsequent arbitral award. Any Party that fails or refuses to honor In such arbitration (i) the expert determination of an Expert on the specific matter shall be in default under this Agreement. The provisions entitled to a rebuttable presumption of Exhibit E correctness; and (ii) the expert shall supersede not (without the provisions written consent of this Article 20.4 with respect to any Expert determination under Exhibit E, the parties to the extent Dispute) be appointed to act as an arbitrator or as adviser to the two are in conflictparties to the Dispute.

Expert Determination. For any determination decision referred to an Expert expert under this AgreementArticles 8.4, 12.2 or 12.3, the Parties hereby agree that such determination decision shall be conducted expeditiously by an Expert expert selected unanimously by the parties to the Dispute. The Expert expert is not an arbitrator of the Dispute and shall not be deemed to be acting in an arbitral capacity. The Expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to any party to a Dispute arbitrated pursuant to Article 20.3(C), provided that nothing in this sentence shall preclude any party to such a Dispute from using the Expert as a witness regarding the proper conduct of the expert procedure. The Party desiring an Expert expert determination shall give the other parties to the Dispute written notice of the request for such determination. If the parties to the Dispute are unable to agree upon an Expert expert within ten (10) Days after receipt of the notice of request for an Expert expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the ICC International Chamber of Commerce (ICC) shall appoint such Expertexpert and shall administer such expert determination through the ICC’s Rules for Expertise. The Expertexpert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the Expert expert determination or the underlying Dispute. All communications between any Party Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the Expert expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Before issuing his final decision, the expert shall be conducted in writing, with copies sent simultaneously to issue a draft report and allow the other parties to the Dispute in the same manner, or at a meeting to which representatives of all parties comment on it. The expert shall endeavour to resolve the Dispute have been invited and of which such parties have been provided at least five (5) Business Days notice. Within within thirty (30) Days (but no later than sixty (60) Days) after the Expert’s acceptance of its his appointment, taking into account the Party or Parties who referred the matter for resolution under this Article shall provide the Expert with a report containing its or their proposal for the circumstances requiring an expeditious resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within the same thirty (30) Day period, the respondent Party or Parties shall provide the Expert with a report explaining their proposal and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) Days of receipt of the above-described materials and after receipt of additional information or data as may be required by the Expert, the Expert shall make a determination, which determination shall be consistent with the terms of this Agreement, with respect to each issue submitted to it pursuant to this Article 20.4in dispute. The Expert’s determination expert's decision shall be final and binding on the parties Parties to the Dispute unless challenged in an arbitration pursuant to Article 18.2(D) within sixty (60) Days of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter under Articles 8.4, 12.2 or 12.3 shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the Parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties to the Dispute. Any Party The Parties further agree that fails or refuses any dispute in relation to honor technical and operating matters may, if the Parties to the dispute so agree, be submitted to an independent expert for determination of an Expert shall be in default under this Agreement. The provisions of Exhibit E shall supersede the provisions of accordance with this Article 20.4 with respect to any Expert determination under Exhibit E, to the extent the two are in conflict18.3.

Expert Determination. For any If a Committee decision cannot be resolved by the Executive Officers in accordance with Section 3.4(b) and none of Sections 3.4(b)(i), 3.4(b)(ii), 3.4(b)(iii), and 3.4(b)(iv) apply to such decision, or if a Party exercises its final decision-making authority or overrules the other Party’s final decision-making authority pursuant to Section 3.4(b) based on a determination referred that, in such Party’s reasonable judgment, a decision by the other Party is likely to an Expert under this Agreementhave a material adverse effect as provided in Section 3.4(b), and if the other Party disputes such determination of a likely material adverse effect, the Parties hereby shall resolve such dispute as follows: The Parties shall agree that such determination upon a single independent expert, which expert shall be conducted expeditiously by an Expert selected unanimously by have at least fifteen (15) years of relevant expertise and experience in the parties to the Dispute. The Expert is not an arbitrator of the Dispute and shall not be deemed to be acting in an arbitral capacity. The Expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to any party to a Dispute arbitrated pursuant to Article 20.3(C), provided that nothing in this sentence shall preclude any party to such a Dispute from using the Expert as a witness regarding the proper conduct of the expert procedure. The Party desiring an Expert determination shall give the other parties to the Dispute written notice of the request for such determinationpharmaceutical industry. If the parties to the Dispute Parties are unable to agree upon an Expert a single expert within ten (10) Business Days, then Aurinia and Otsuka will each select one expert and the Parties’ two selected experts will, within ten (10) Business Days after receipt selection of both Parties’ experts, jointly select a third expert who will be the notice of request for an Expert determinationsole appointed expert. If the Parties’ experts are unable to agree on the sole expert within such second ten (10)-Business Day period, then, upon the request of any of the parties to the Dispute, then the International Centre for Expertise Chamber of the ICC Commerce shall appoint such Expertexpert in accordance with the Rules. The Expert, once appointed, Parties shall have no ex parte communications with any cooperate fully in the expeditious conduct of the parties to expert determination and, if the Dispute concerning expert or either Party requests oral testimony, the Expert determination or Parties shall provide the underlying Dispute. All communications between any Party and the Expert shall be conducted expert with a written report, including supporting documentation, in writing, connection with copies sent simultaneously to the other parties to the Dispute in the same manner, or at a meeting to which representatives of all parties to the Dispute have been invited and of which such parties have been provided at least five (5) Business Days noticeParty’s oral testimony. Within thirty (30) Days days after the Expert’s acceptance of its appointment, the Party or Parties who referred the matter for resolution under this Article shall provide the Expert with a report containing its or their proposal for the resolution appointment of the matter and expert or the reasons thereforconclusion of oral testimony (if applicable), accompanied by all relevant supporting information and dataeach Party shall submit one proposal to the expert. Within the same thirty (30) Day period, the respondent Party or Parties The expert shall provide the Expert with a report explaining their proposal and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) Days of receipt accept only one of the above-described materials and after receipt of additional information or data as may be required proposals submitted by the Expert, Parties (without making any changes to such proposal) and shall render such proposal as the Expert shall make a determination, which determination shall be consistent with the terms of this Agreement, with respect to each issue submitted to it pursuant to this Article 20.4expert’s final decision. The Expertexpert’s determination decision shall be final and binding on the parties Parties. For clarity, the expert shall not have the authority to render any decision other than selecting one of the Dispute. Any Party that fails or refuses to honor proposals submitted by a Party, and the determination of expert shall act as an Expert shall be in default under this Agreementexpert and not as an arbitrator. The provisions Parties shall share equally the costs of Exhibit E shall supersede the provisions expert determination, regardless of this Article 20.4 with respect to any Expert determination under Exhibit E, to the extent outcome of the two are in conflictdetermination.

Expert Determination. For 24.2.1 Where there is a disagreement between the Parties regarding a measurement under Exhibit A or in accordance with Clause 1.3.2 or any determination referred other Dispute which the Parties agree in writing to submit to an Expert under this Agreement(“Measurement Dispute”), the Parties hereby agree that such determination shall Measurement Dispute may be conducted expeditiously resolved by an Expert selected unanimously by the parties to the Dispute. The Expert is not an arbitrator of the Dispute and shall not be deemed to be acting Determination in an arbitral capacity. The Expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to any party to a Dispute arbitrated pursuant to Article 20.3(C), provided that nothing in accordance with this sentence shall preclude any party to such a Dispute from using the Expert as a witness regarding the proper conduct of the expert procedureClause 24.2. 1. The Party desiring to refer a Measurement Dispute to an Expert expert determination shall give the other parties to the Dispute Party written notice of the request for such determination. If referral. 24.2.2 The Expert shall be appointed by agreement between the parties to the Dispute are unable to agree upon an Expert within ten ([10) Days after receipt ] days of the notice of request for an Expert determinationreferral or, thenfailing such agreement, upon by the request of any of the parties to the Dispute, the ICC International Centre for Expertise ADR (“the Centre”). Where the Expert has to be appointed by the Centre, the Centre shall administer the proceedings in accordance with the Rules for the Administration of Expert Proceedings of the ICC shall appoint such ExpertInternational Chamber of Commerce. The ExpertExpert shall be and remain at all times wholly independent and impartial, and, once appointed, the Expert shall have no ex parte communications with any of the parties Parties to the Measurement Dispute concerning the Expert expert determination or the underlying Measurement Dispute. All communications between any Party and the Expert shall be conducted in writing, with copies sent simultaneously The Parties to the other parties to the Measurement Dispute shall cooperate fully in the same manner, or at a meeting to which representatives expeditious conduct of all parties to the Dispute have been invited such expert determination and of which such parties have been provided at least five (5) Business Days notice. Within thirty (30) Days after the Expert’s acceptance of its appointment, the Party or Parties who referred the matter for resolution under this Article shall provide the Expert with access to all facilities, books, records, documents, information and personnel necessary to make a report containing its fully informed decision in an expeditious manner. 24.2.3 The Expert Determination proceedings shall not be regarded as an arbitration. 24.2.4 The Expert Determination proceedings, including the Expert’s decision, shall be confidential and any evidence given, or their proposal for statements made in the resolution course of the matter and hearing may not be used against a Party in any other proceedings other than in relation to this Agreement. 24.2.5 The Expert shall render its reasoned decision in writing (including reasons) on the reasons therefor, accompanied by all relevant supporting information and data. Within the same thirty (30) Day period, the respondent Party or Parties shall provide the Expert with a report explaining their proposal and the reasons therefor, accompanied by all relevant supporting information and data. Within Measurement Dispute no later than sixty (60) Days of receipt of the above-described materials and after receipt of additional information his or data as may be required by the Experther appointment. Before issuing a final decision, the Expert shall make issue a determinationdraft report and allow the Parties to the Measurement Dispute five (5) days to comment on it (which comments the Expert shall consider but not be under any duty to incorporate). 24.2.6 The Expert shall determine the portion of the costs of the referral to be paid by each Party; however, which determination each Party shall be consistent responsible for its own costs associated with the terms referral. 24.2.7 In the absence of this Agreementfraud, with respect to each issue submitted to it pursuant to this Article 20.4. The the Expert’s determination decision shall be final and binding on the parties Parties to the Dispute. Any Party that fails or refuses Measurement Dispute upon the notification to honor them of the determination Expert’s written decision unless any of an the Parties refer the Measurement Dispute to arbitration pursuant to Clause 24.1 of this Agreement within thirty (30) Days upon notification of the Expert’s decision. 24.2.8 The Expert shall not be appointed in default under this Agreement. The provisions the arbitration as an arbitrator or as advisor to either Party without the agreement of Exhibit E shall supersede the provisions of this Article 20.4 with respect to any Expert determination under Exhibit E, Parties to the extent the two are in conflictMeasurement Dispute.

Expert Determination. For any determination referred (a) This clause 18.3 is the exclusive method to an Expert resolve valuation determinations under this Agreementclauses 8.4, 12.2 and 12.3 and the Parties hereby agree that such determination decision shall be conducted expeditiously by an Expert independent expert selected unanimously by the parties to the Dispute. The Expert expert is not an arbitrator of the Dispute and shall not be deemed to be acting in an arbitral capacity. The Expert shall not . (without the written consent of the parties to the Disputeb) be appointed to act as an arbitrator or as adviser to any party to a Dispute arbitrated pursuant to Article 20.3(C), provided that nothing in this sentence shall preclude any party to such a Dispute from using the Expert as a witness regarding the proper conduct of the expert procedure. The Party desiring an Expert determination shall give the other parties to the Dispute written notice of the request for such determination. If the parties to the Dispute are unable to agree upon an Expert expert within ten (10) Days after receipt of the notice of request for an Expert expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the ICC International Chamber of Commerce (ICC) shall appoint such Expertexpert with at least fifteen (15) years’ experience in the valuation of deepwater oil and gas fields in excess of one hundred and fifty million (150,000,000) barrels expected ultimate recovery and such expert shall administer such expert determination through the ICC’s Rules for Expertise, unless challenged in an arbitration pursuant to clause 18.2(c) within thirty (30) Days after the date the expert’s final decision is received by the parties to the Dispute and until replaced by such subsequent arbitral award. The Expertonly basis upon which the expert’s final decision may be challenged is a claim that the procedure set forth in this clause 18.3 was not complied with in a material respect. The amount of the valuation determined by the expert will not be subject to challenge. (c) The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the Expert expert determination or the underlying Dispute. . (d) All communications between any Party and the Expert shall be conducted in writing, with copies sent simultaneously Parties agree to the other parties to the Dispute cooperate fully in the same expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner, or at a meeting to which representatives of all parties to the Dispute have been invited and of which such parties have been provided at least five . (5e) Business Days notice. Within thirty (30) Days after of the Expertexpert’s acceptance of its appointment, the Party or expert shall receive a brief from each of the Parties who referred which explains fully such Party’s position and valuation. (f) The expert shall endeavor to resolve the matter for resolution under this Article shall provide Dispute within thirty (30) Days (but no later than sixty (60) Days) after the Expert with a report containing its or Parties’ submission of their proposal for briefs, taking into account the circumstances requiring an expeditious resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within the same thirty (30) Day period, the respondent Party or Parties shall provide the Expert with a report explaining their proposal and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) Days of receipt of the above-described materials and after receipt of additional information or data as may be required by the Expert, the Expert shall make a determination, which determination shall be consistent with the terms of this Agreement, with respect to each issue submitted to it pursuant to this Article 20.4in dispute. The Expertexpert’s determination decision shall be final and binding on the parties to the Dispute. Any Party that fails . (g) The expert shall not be appointed to act as an arbitrator or refuses as adviser to honor the determination of an Expert shall be in default under this Agreement. The provisions of Exhibit E shall supersede the provisions of this Article 20.4 with respect parties to any Expert determination under Exhibit E, Dispute without the written consent of the parties to the extent the two are in conflictsuch Dispute.

Expert Determination. 41.5.1 For a Dispute on any determination decision referred to an Expert under this Agreement, expert the Parties hereby agree that such determination decision shall be conducted expeditiously by an Expert expert selected unanimously by the parties Parties to the Dispute. The Expert expert is not an arbitrator of the Dispute and shall not be deemed to be acting in an arbitral capacity. The Expert independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party written notice of the request for such determination. If the Parties to the Dispute are unable to agree upon an expert within twenty (20) Days after receipt of the notice of request for an expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertise. The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting 106 out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty (60) Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to any party to a Dispute arbitrated pursuant to Article 20.3(C), provided that nothing in this sentence shall preclude any party to such a Dispute from using the Expert as a witness regarding the proper conduct of the expert procedure. The Party desiring an Expert determination shall give the other parties to the Dispute written notice of the request for such determination. If the parties to the Dispute are unable to agree upon an Expert within ten (10) Days after receipt of the notice of request for an Expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the ICC shall appoint such Expert. The Expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the Expert determination or the underlying Dispute. All communications between any Party and the Expert shall be conducted in writing, with copies sent simultaneously to the other parties to the Dispute in the same manner, or at a meeting to which representatives of all parties to the Dispute have been invited and of which such parties have been provided at least five (5) Business Days notice. Within thirty (30) Days after the Expert’s acceptance of its appointment, the Party or Parties who referred the matter for resolution under this Article shall provide the Expert with a report containing its or their proposal for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within the same thirty (30) Day period, the respondent Party or Parties shall provide the Expert with a report explaining their proposal and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) Days of receipt of the above-described materials and after receipt of additional information or data as may be required by the Expert, the Expert shall make a determination, which determination shall be consistent with the terms of this Agreement, with respect to each issue submitted to it pursuant to this Article 20.4. The Expert’s determination shall be final and binding on the parties to the Dispute. Any Party that fails or refuses to honor the determination of an Expert shall be in default under this Agreement. The provisions of Exhibit E shall supersede the provisions of this Article 20.4 with respect to any Expert determination under Exhibit E, to the extent the two are in conflict.107

Expert Determination. For any determination referred If a Dispute is not resolved by the Senior Executives within fifteen (15) Business Days following receipt by a Party of the applicable Dispute Notice then, subject to an Expert under this Agreementthe Expert’s obligations pursuant to Section 4 of Schedule 5 (Design and Plan Certification Process and Review Procedure), before proceeding to arbitration or litigation of a Dispute, the Parties hereby agree that such determination shall be conducted expeditiously by an Expert selected unanimously by the parties to the Dispute. The Expert is not an arbitrator of may obtain a recommendation on the Dispute and shall not be deemed to be acting in from an arbitral capacity. The Expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to any party to a Dispute arbitrated pursuant to Article 20.3(C), provided that nothing in this sentence shall preclude any party to such a Dispute from using the Expert as a witness regarding the proper conduct of the expert procedure. The Party desiring an Expert determination shall give the other parties to the Dispute written notice of the request for such determination. If the parties to the Dispute are unable to agree upon an Expert within ten (10) Days after receipt of the notice of request for an Expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the ICC shall appoint such Expert. The Expert’s review will not be required as a prerequisite to arbitration or litigation if the Parties agree to waive the Expert’s review. If the Parties agree on the Expert, once the Parties shall jointly appoint the Expert as soon as possible and, in any event, within 5 Business Days after delivery of the notice requiring that the Dispute be resolved by an Expert. If the Parties fail to agree or jointly appoint the Expert within such 5 Business Day period, either Party may apply to the Court of Queen’s Bench of Saskatchewan to appoint the Expert, in which case the court shall appoint the Expert at the earliest opportunity from the list of potential Experts submitted by the Parties or, if either or both Parties fail to submit their list of potential Experts within 7 Business Days, the court may appoint such person as the Expert who meets the requirements set out in this Schedule 6 for qualifications and experience of the Expert. The Expert will be appointed on a Dispute by Dispute basis, with each Expert having the qualifications and experience relevant to the issues in the particular Dispute for which the Expert is appointed. The Expert will participate in the Dispute as follows: (a) the Expert will conduct a review of the Dispute in the manner the Expert decides is most suitable, shall have no ex parte communications including on-site inspections and discussions with any persons; (b) the Parties will comply with all reasonable requests from the Expert for additional information and documents which the Expert considers necessary for the review, provided that any information given to the Expert by a Party will be given to the other Party and all information disclosed in accordance with this Section 2.4(b) shall be deemed Confidential Information; (c) the Expert may, with the written approval of the parties Parties, retain others to assist with the review; (d) the Expert will deliver to the Parties a brief written recommendation on the Dispute within 10 Business Days of referral to the Expert or such longer period as agreed to in writing by both Parties; (e) a recommendation of an Expert is not binding on the Parties, and an Expert’s review will be sought only for the purpose of assisting the Parties to reach agreement with respect to the Dispute; (f) an Expert who has rendered a recommendation on a Dispute may not be retained by either Party and may not be called by either Parties to give evidence with respect to the Dispute concerning in any subsequent arbitration or court proceeding to resolve the Dispute, nor will either Party refer to or enter into evidence the recommendation of the Expert determination or in such proceeding, unless required by Applicable Law; and (g) the underlying DisputeCity and Project Co will agree to release and indemnify the Expert in respect of certain claims provided the Expert has acted in good faith and in accordance with the agreement among the Parties. All communications between any Each Party and shall bear its own costs of the process for resolution of the Dispute by the Expert. In addition, the costs of the Expert shall be conducted in writing, with copies sent simultaneously to the other parties to the Dispute in the same manner, or at a meeting to which representatives of all parties to the Dispute have been invited and of which such parties have been provided at least five (5) Business Days notice. Within thirty (30) Days after the Expert’s acceptance of its appointment, the Party or Parties who referred the matter for resolution under this Article shall provide the Expert with a report containing its or their proposal for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within the same thirty (30) Day period, the respondent Party or Parties shall provide the Expert with a report explaining their proposal and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) Days of receipt of the above-described materials and after receipt of additional information or data as may be required borne equally by the Expert, the Expert shall make a determination, which determination shall be consistent with the terms of this Agreement, with respect to each issue submitted to it pursuant to this Article 20.4. The Expert’s determination shall be final and binding on the parties to the Dispute. Any Party that fails or refuses to honor the determination of an Expert shall be in default under this Agreement. The provisions of Exhibit E shall supersede the provisions of this Article 20.4 with respect to any Expert determination under Exhibit E, to the extent the two are in conflictParties.

Expert Determination. For any determination referred to Following the appointment of an Expert under this Agreement, in accordance with Clause 25.2: (a) The Confederation and UBS shall have the Parties hereby agree that such determination shall be conducted expeditiously by right to make representations and submissions to the Expert. The Party proposing the appointment of an Expert selected unanimously by shall file a statement with all the parties to the Dispute. The Expert is not an arbitrator documents on which it relies within 20 Business Days of the Dispute appointment of the Expert and the other Party shall not be deemed to be acting in an arbitral capacitythereafter also file its counter-statement with all the documents on which it relies within 20 Business Days. The Expert shall not decide on the further procedure, taking care that both Parties are given equal opportunity to present their point of view. (without b) The Expert may request any data, Information, submissions or other work papers, schedules, certificates and other documents which he/she/it considers necessary for the written consent of the parties determination to the Dispute) be appointed to act as an arbitrator or as adviser to any party to a Dispute arbitrated pursuant to Article 20.3(C), provided that nothing made in this sentence shall preclude any party to such a Dispute from using connection with the Expert Question and, as a witness regarding the proper conduct of the expert procedure. The Party desiring an Expert determination shall give the other parties to the Dispute written notice of the request for such determination. If the parties to the Dispute are unable to agree upon an Expert within ten (10) Days after receipt of the notice of request for an Expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the ICC shall appoint such Expert. The Expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the Expert determination or the underlying Dispute. All communications between any Party and the Expert shall be conducted in writing, with copies sent simultaneously to the other parties to the Dispute in the same manner, or at a meeting to which representatives of all parties to the Dispute have been invited and of which such parties have been provided at least five (5) Business Days notice. Within thirty (30) Days after the Expert’s acceptance of its appointment, the Party or Parties who referred the matter for resolution under this Article shall provide the Expert with a report containing its or their proposal for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within the same thirty (30) Day period, the respondent Party or Parties shall provide the Expert with a report explaining their proposal and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) Days of receipt of the above-described materials and after receipt of additional information or data as may be required determined by the Expert, the Confederation and/or UBS shall comply with such requests as soon as reasonably practicable, except if (and to the extent that) doing so would breach any Applicable Law or contractual obligation. All data, Information, submissions or other documents supplied to the Expert by UBS shall be copied simultaneously to the Confederation and vice versa. When making requests, the Expert shall at all times respect the equal treatment and right to be heard of both parties. (c) The Expert shall make a the determination on the Expert Question in writing and giving reasons for that determination, which as soon as practicable and, in any event, within 60 Business Days following its appointment. (d) Analogous to an expert (Schiedsgutachter) determination shall be consistent with according to article 189 of the terms Swiss Code of this AgreementCivil Procedure (Schweizerische Zivilprozessordnung), with respect to each issue submitted to it pursuant to this Article 20.4. The the Expert’s determination on the Expert Question shall be final and binding on the parties Parties unless the Expert’s determination on the Expert Question has been stated in a prejudiced manner or is manifestly incorrect or there existed any ground for recusal against the Expert. (e) The costs and expenses of the Expert shall be borne equally by the Confederation and UBS. (f) All data, Information, submissions and other documents supplied to the Dispute. Any Party that fails Expert shall be strictly confidential and not be used by the Expert, UBS or refuses to honor the Confederation for any other purpose other than the determination of an the relevant Expert shall Question(s). Any such data, Information, submissions and other documents may be disclosed (i) to the Confederation or UBS’ Representatives, (ii) if required under Applicable Law or by the rules of any relevant securities exchange, (iii) for the purpose of enforcement of any determination of the relevant Expert Question(s) or (iv) in default under this Agreement. The provisions of Exhibit E shall supersede the accordance with other provisions of this Article 20.4 with respect to any Expert determination under Exhibit E, to the extent the two are in conflictAgreement permitting disclosure.

Expert Determination. For any determination referred If sanofi pasteur is unable to an Expert under demonstrate to Emergent’s reasonable satisfaction that a Programme Antigen is being Developed as required pursuant to this AgreementClause 5.12, Emergent shall notify sanofi pasteur and the Parties hereby agree that such determination shall be conducted expeditiously by appoint an Expert selected unanimously by independent expert with expertise in the parties field of vaccine development and licensure reasonably acceptable to both Parties to determine whether the Dispute. The Expert Programme Antigen (i) satisfies the Selection Criteria and the Primary Inclusion Criteria; and (ii) is not an arbitrator of the Dispute and shall not be deemed to be acting in an arbitral capacity. The Expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser superior to any party to a Dispute arbitrated pursuant to Article 20.3(C), provided that nothing sanofi pasteur Antigen or Third Party Antigen in this sentence shall preclude any party to such a Dispute from using the Expert as a witness regarding the proper conduct of the expert procedure. The Party desiring an Expert determination shall give the other parties to the Dispute written notice of the request for such determinationactive clinical Development. If the parties to the Dispute Parties are unable to agree upon an Expert on the identity of the independent expert within ten (10) Days after receipt days of Emergent notifying sanofi pasteur that it wishes the appointment of such expert, the independent expert shall be appointed by Emergent, and approved by sanofi pasteur, which approval shall not be unreasonably withheld, conditioned or delayed. Within twenty (20) days of such appointment, each of the notice of request for an Expert determination, then, upon the request of any of the parties Parties shall furnish to the Dispute, the International Centre for Expertise expert (subject to such obligations of the ICC shall appoint such Expert. The Expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the Expert determination or the underlying Dispute. All communications between any Party confidentiality and the Expert shall non-use as may be conducted in writingreasonably required by them), with copies sent simultaneously a copy to the other parties Party, a written summary of such Party’s position and any relevant evidence supporting such position including all information necessary for the expert to make such determination. Any such written summary and evidence shall not, unless the Dispute in the same mannerParties otherwise agree, or at a meeting to which representatives of all parties to the Dispute have been invited and of which such parties have been provided at least five (5) Business Days noticeexceed 15,000 words. Within thirty fifteen (3015) Days after the Expert’s acceptance of its appointment, the Party or Parties who referred the matter for resolution under this Article shall provide the Expert with a report containing its or their proposal for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within the same thirty (30) Day period, the respondent Party or Parties shall provide the Expert with a report explaining their proposal and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) Days days of receipt of the above-described materials and after receipt of additional information other Party’s summary (or data such longer period as may be required to ensure the presence of the expert) there shall be a one-day oral hearing before the expert at which each Party shall be given an equal opportunity to present its own position and hear and respond to the oral presentation given by the Expert, other Party. Within fifteen (15) days of such oral hearing each Party may submit a written rebuttal of the Expert other Party’s summary providing that any rebuttal shall make a determination, which determination not exceed 5,000 words. The expert shall be consistent with required by the terms Parties to use all reasonable efforts to render his decision within thirty days following his receipt of this Agreement, with respect to each issue submitted to it pursuant to this Article 20.4. The Expert’s determination all such summaries and information and such decision shall be final and binding on upon each of the parties to Parties. Should the Disputeexpert find in favour of Emergent, then sanofi pasteur shall pay the fees and expenses of the expert. Any Party that fails or refuses to honor Should the determination expert find in favour of an Expert sanofi pasteur, then Emergent shall be in default under this Agreement. The provisions pay the fees and expenses of Exhibit E shall supersede the provisions of this Article 20.4 with respect to any Expert determination under Exhibit E, to the extent the two are in conflictexpert.

Expert Determination. For any determination decision referred to an Expert under this Agreementexpert, the Parties hereby agree that such determination decision shall be conducted expeditiously by an Expert expert selected unanimously by the parties to the Dispute. The Expert expert is not an arbitrator of the Dispute and shall not be deemed to be acting in an arbitral capacity. The Expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to any party to a Dispute arbitrated pursuant to Article 20.3(C), provided that nothing in this sentence shall preclude any party to such a Dispute from using the Expert as a witness regarding the proper conduct of the expert procedure. The Party desiring an Expert expert determination shall give the other parties to the Dispute written notice of the request for such determination. If the parties to the Dispute are unable to agree upon an Expert expert within ten (10) Days after receipt of the notice of request for an Expert expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the ICC International Chamber of Commerce (ICC) shall appoint such Expertexpert and shall administer such expert determination through the ICC’s Rules for Expertise. The Expertexpert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the Expert expert determination or the underlying Dispute. All communications between any Party Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the Expert expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Before issuing his final decision, the expert shall be conducted in writing, with copies sent simultaneously to issue a draft report and allow the other parties to the Dispute in the same manner, or at a meeting to which representatives of all parties comment on it. The expert shall endeavor to resolve the Dispute have been invited and of which such parties have been provided at least five (5) Business Days notice. Within within thirty (30) Days (but no later than sixty (60) Days) after the Expert’s acceptance of its his appointment, taking into account the Party or Parties who referred the matter for resolution under this Article shall provide the Expert with a report containing its or their proposal for the circumstances requiring an expeditious resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within the same thirty (30) Day period, the respondent Party or Parties shall provide the Expert with a report explaining their proposal and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) Days of receipt of the above-described materials and after receipt of additional information or data as may be required by the Expert, the Expert shall make a determination, which determination shall be consistent with the terms of this Agreement, with respect to each issue submitted to it pursuant to this Article 20.4in dispute. The Expert’s determination expert's decision shall be final and binding on the parties to the DisputeDispute unless challenged in an arbitration pursuant to Article 18.2(D) within sixty (60) Days of the date the expert’s final decision is received by the parties to the Dispute and until replaced by such subsequent arbitral award. Any Party that fails or refuses to honor In such arbitration (i) the expert determination of an Expert on the specific matter shall be in default under this Agreement. The provisions entitled to a rebuttable presumption of Exhibit E correctness; and (ii) the expert shall supersede not (without the provisions written consent of this Article 20.4 with respect to any Expert determination under Exhibit E, the parties to the extent Dispute) be appointed to act as an arbitrator or as adviser to the two are in conflictparties to the Dispute.

Expert Determination. For any Subject to Clause 36.1 (Senior Management Discussions) and the Technical Dispute Determination Option, if a Dispute is a Technical Dispute, either Party may refer the Technical Dispute for determination referred to an by the Independent Expert under the terms of this Agreement, the Parties hereby agree that such determination shall be conducted expeditiously by an Expert selected unanimously by the parties to the Disputeclause. The Expert is not Determination process will be commenced by a Party delivering a written notice to the other Party requesting an arbitrator Expert Determination in respect of the Dispute and shall not be deemed to be acting in an arbitral capacityTechnical Dispute. The Expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to any party to a Dispute arbitrated pursuant to Article 20.3(C), provided that nothing in this sentence shall preclude any party to such a Dispute from using the Expert as a witness regarding the proper conduct of the expert procedure. The Party desiring an Expert determination shall give the other parties to the Dispute written notice of the request for such determination. If the parties to the Dispute are unable to agree upon an Expert within Within ten (10) Business Days after receipt of the delivery of the written notice under Clause 36.3(b) the Parties shall appoint an Independent Expert to determine the Technical Dispute. If the Parties fail to agree the identity of the Independent Expert within such period, the requesting Party shall thereafter request for an the Expert determinationAppointing Authority43 to appoint the Independent Expert to determine the Technical Dispute. The request shall indicate the nature of the Technical Dispute and the requesting Party shall make payment of any such fees that may be required. The other Party shall have the opportunity to provide its comments on the request to the Expert Appointing Authority. The Independent Expert shall in consultation with the Parties, then, decide upon the request of any of the parties procedure to the Dispute, the International Centre for Expertise of the ICC shall appoint such Expertbe followed in order to arrive at his determination. The ExpertIndependent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, once appointedprocedures, shall have no ex parte communications with any pleadings, discovery or strict rules of evidence, provided however that the parties Parties are afforded equal treatment and a reasonable right to the Dispute concerning the Expert determination or the underlying Disputebe heard. All communications between any Party and the The Independent Expert shall be conducted in writing, with copies sent simultaneously to the other parties to the Dispute in the same manner, or at a meeting to which representatives of all parties to the Dispute have been invited and of which such parties have been provided at least issue his Expert Determination not later than forty five (545) Business Days notice. Within thirty (30) Days after from the Expert’s acceptance date of its appointment, his instruction and shall include the Party or Parties who referred the matter for resolution under this Article shall provide the Expert with a report containing its or their proposal reasons for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and datadecision. Within the same thirty (30) Day period, the respondent Party or Parties shall provide the Expert with a report explaining their proposal and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) Days of receipt of the above-described materials and after receipt of additional information or data as may be required by the ExpertSubject to Clause 36.3(h), the Expert shall make a determination, which determination shall be consistent with the terms of this Agreement, with respect to each issue submitted to it pursuant to this Article 20.4. The Expert’s determination shall Determination will be final and binding on the parties Parties. Subject to Clause 36.3(h), the Expert Determination shall be complied with promptly by the Parties. If the Expert Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, either Party may by notifying the other Party not later than twenty (20) Business Days after the date of issue of the determination, regard the Expert Determination as a Dispute and refer the Dispute for arbitration under Clause 36.4(a) (Arbitration). Following twenty one (21) Business Days from the date of issue of the Expert Determination, either Party may apply to the DisputeIndependent Expert for reissuance of his determination in the form of a final and binding arbitral award by a sole arbitrator. Any The Independent Expert shall re-issue such determination promptly without reconsideration of the matter. Each Party hereby agrees that fails or refuses to honor any Expert Determination may be reissued in the determination form of an Expert arbitral award and further agrees to abide by any such arbitral award. Neither Party shall be in default under this Agreement. The provisions of Exhibit E shall supersede bring a challenge arising from the provisions operation of this Article 20.4 with respect to Clause 36.3(h) against any Expert determination under Exhibit E, to the extent the two are in conflictsuch arbitral award.

Expert Determination. For any Subject to Clause 37.1 (Senior Management Discussions) and the Technical Dispute Determination Option, if a Dispute is a Technical Dispute, either Party may refer the Technical Dispute for determination referred to an by the Independent Expert under the terms of this Agreement, the Parties hereby agree that such determination shall be conducted expeditiously by an Expert selected unanimously by the parties to the Disputeclause. The Expert is not Determination process will be commenced by a Party delivering a written notice to the other Party requesting an arbitrator Expert Determination in respect of the Dispute and shall not be deemed to be acting in an arbitral capacityTechnical Dispute. The Expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to any party to a Dispute arbitrated pursuant to Article 20.3(C), provided that nothing in this sentence shall preclude any party to such a Dispute from using the Expert as a witness regarding the proper conduct of the expert procedure. The Party desiring an Expert determination shall give the other parties to the Dispute written notice of the request for such determination. If the parties to the Dispute are unable to agree upon an Expert within Within ten (10) Business Days after receipt of the delivery of the written notice under Clause 37.3(b) (Expert Determination), the Parties shall appoint an Independent Expert to determine the Technical Dispute. If the Parties fail to agree the identity of the Independent Expert within such period, the requesting Party shall thereafter request for an the Expert determinationAppointing Authority46 to appoint the Independent Expert to determine the Technical Dispute. The request shall indicate the nature of the Technical Dispute and the requesting Party shall make payment of any such fees that may be required. The other Party shall have the opportunity to provide its comments on the request to the Expert Appointing Authority. The Independent Expert shall in consultation with the Parties, then, decide upon the request of any of the parties procedure to the Dispute, the International Centre for Expertise of the ICC shall appoint such Expertbe followed in order to arrive at his determination. The ExpertIndependent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, once appointedprocedures, shall have no ex parte communications with any pleadings, discovery or strict rules of evidence, provided however that the parties Parties are afforded equal treatment and a reasonable right to the Dispute concerning the Expert determination or the underlying Disputebe heard. All communications between any Party and the The Independent Expert shall be conducted in writing, with copies sent simultaneously to the other parties to the Dispute in the same manner, or at a meeting to which representatives of all parties to the Dispute have been invited and of which such parties have been provided at least issue his Expert Determination not later than forty-five (545) Business Days notice. Within thirty (30) Days after from the Expert’s acceptance date of its appointment, his instruction and shall include the Party or Parties who referred the matter for resolution under this Article shall provide the Expert with a report containing its or their proposal reasons for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and datadecision. Within the same thirty Subject to Clause 37.3(h) (30) Day period, the respondent Party or Parties shall provide the Expert with a report explaining their proposal and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) Days of receipt of the above-described materials and after receipt of additional information or data as may be required by the ExpertDetermination), the Expert shall make a determination, which determination shall be consistent with the terms of this Agreement, with respect to each issue submitted to it pursuant to this Article 20.4. The Expert’s determination shall Determination will be final and binding on the parties Parties. Subject to Clause 37.3(h) (Expert Determination), the Expert Determination shall be complied with promptly by the Parties. If the Expert Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, either Party may by notifying the other Party not later than twenty (20) Business Days after the date of issue of the determination, regard the Expert Determination as a Dispute and refer the Dispute for arbitration under Clause 37.4(a) (Arbitration). Following twenty one (21) Business Days from the date of issue of the Expert Determination, either Party may apply to the DisputeIndependent Expert for reissuance of his determination in the form of a final and binding arbitral award by a sole arbitrator. Any The Independent Expert shall re-issue such determination promptly without reconsideration of the matter. Each Party hereby agrees that fails or refuses to honor any Expert Determination may be reissued in the determination form of an Expert arbitral award and further agrees to abide by any such arbitral award. Neither Party shall be in default under this Agreement. The provisions of Exhibit E shall supersede bring a challenge arising from the provisions operation of this Article 20.4 with respect to Clause 37.3(h) (Expert Determination) against any Expert determination under Exhibit E, to the extent the two are in conflictsuch arbitral award.

Expert Determination. For any Subject to Clause 22.2 (Senior Manager Discussions) and the Technical Dispute Determination Option, if a Dispute is a Technical Dispute, either Party may refer the Technical Dispute for determination referred to an by the Independent Expert under this Agreement, the Parties hereby agree that such determination shall be conducted expeditiously by an Clause 22.4 ("Expert selected unanimously by the parties to the DisputeDetermination"). The Expert is not Determination process will be commenced by a Party delivering a written notice to the other Party requesting an arbitrator Expert Determination in respect of the Dispute and shall not be deemed to be acting in an arbitral capacityTechnical Dispute. The Expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to any party to a Dispute arbitrated pursuant to Article 20.3(C), provided that nothing in this sentence shall preclude any party to such a Dispute from using the Expert as a witness regarding the proper conduct of the expert procedure. The Party desiring an Expert determination shall give the other parties to the Dispute written notice of the request for such determination. If the parties to the Dispute are unable to agree upon an Expert within Within ten (10) Business Days after receipt of the delivery of the written notice under Clause 22.4(b), the Parties shall appoint an Independent Expert to determine the Technical Dispute. If the Parties fail to agree the identity of the Independent Expert within such period, the requesting Party shall thereafter request for an the Expert determination, then, Appointing Authority4 to appoint the Independent Expert to determine the Technical Dispute. The request shall indicate the nature of the Technical Dispute and the requesting Party shall make payment of any such fees that may be required. The other Party shall have the opportunity to provide its comments on the request to the Expert Appointing Authority. The Independent Expert shall in consultation with the Parties decide upon the request of any of the parties procedure to the Dispute, the International Centre for Expertise of the ICC shall appoint such Expertbe followed in order to arrive at his determination. The ExpertIndependent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, once appointedprocedures, shall have no ex parte communications with any pleadings, discovery or strict rules of evidence, provided however that the parties Parties are afforded equal treatment and a reasonable right to the Dispute concerning the Expert determination or the underlying Disputebe heard. All communications between any Party and the The Independent Expert shall be conducted in writing, with copies sent simultaneously to the other parties to the Dispute in the same manner, or at a meeting to which representatives of all parties to the Dispute have been invited and of which such parties have been provided at least issue its Expert Determination not later than forty five (545) Business Days notice. Within thirty (30) Days after from the Expert’s acceptance date of its appointment, his instruction and shall include the Party or Parties who referred the matter for resolution under this Article shall provide the Expert with a report containing its or their proposal reasons for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and datadecision. Within the same thirty (30) Day period, the respondent Party or Parties shall provide the Expert with a report explaining their proposal and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) Days of receipt of the above-described materials and after receipt of additional information or data as may be required by the ExpertSubject to Clause 22.4(h), the Expert shall make a determination, which determination shall be consistent with the terms of this Agreement, with respect to each issue submitted to it pursuant to this Article 20.4. The Expert’s determination shall Determination will be final and binding on the parties Parties. Subject to Clause 22.4(h), the Expert Determination shall be complied with promptly by the Parties. If the Expert Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, either Party may by notice provided to the Disputeother Party not later than twenty (20) Business Days after the date of issue of the determination, regard the Expert Determination as a Dispute and refer the Dispute for arbitration under Clause 22.5 (Arbitration). Any Following twenty-one (21) Business Days from the date of issue of the Expert Determination, either Party may apply to the Independent Expert for re-issuance of his determination in the form of a final and binding arbitral award by a sole arbitrator. The Independent Expert shall re-issue such determination promptly without reconsideration of the matter. Each Party hereby agrees that fails or refuses to honor any Expert Determination may be re-issued in the determination form of an arbitral award and further agrees to abide by any such arbitral award. Neither Party shall bring a challenge arising from the operation of this Clause against any such arbitral award. Arbitration5 Unless resolved amicably or in the case of a Technical Dispute by Expert Determination and subject to the requirements in this Clause 22.5 (Arbitration), all Disputes shall be finally settled by international arbitration under the Rules of the Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in default accordance with the said Rules.6 The arbitration shall be conducted in the Arbitration Language. The seat or legal place of the arbitration shall be the Arbitration Seat. The Governing Law shall also apply to this Clause 22.5 (Arbitration). The Parties agree that the ICC Court and/or the arbitral tribunal (as applicable) may on request from either Party, consolidate an arbitration commenced hereunder with an arbitration or arbitrations commenced under the Implementation Agreement, the Supply Agreement, the Installation Agreement, the O&M Agreement or any Finance Agreements7, if the arbitration proceedings raise common questions of law or fact. If two (2) or more arbitral tribunals issue orders under these consolidation orders, the order issued first shall prevail. Likewise, each Party agrees that it may be joined to any arbitration proceedings between the other Party and its counterparty under any of the aforementioned agreements to allow for the resolution in a single arbitration of a related Dispute raising common questions of law or fact under this Agreement. The provisions of Exhibit E shall supersede the provisions of this Article 20.4 with respect to any Expert determination under Exhibit E, to the extent the two are in conflict.Agreement.8