Common use of Expert Evaluation Clause in Contracts

Expert Evaluation. (a) The Parties will agree upon and select an independent Third Party expert who is neutral, disinterested and impartial, and who has significant relevant experience in the commercialization of pharmaceutical products (the “Expert”). If the Parties are unable to promptly agree upon an Expert, then upon request by either Party, the Expert will be appointed by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) (or any successor entity thereto). The date on which such Expert is selected will be the “Expert Evaluation Commencement Date.” Within [***] after the Expert Evaluation Commencement Date, each Party will prepare and deliver to the Expert and the other Party (a) its proposed terms to expand the Field to encompass the Competing Field and (b) a memorandum (the “Supporting Memorandum”) in support thereof. The Parties will also provide the Expert with a copy of this Agreement. Within [***] after receipt of the other Party’s proposed terms and Supporting Memorandum, each Party may submit to the Expert (with a copy to the other Party) a rebuttal to the other Party’s Supporting Memorandum (a “Rebuttal”), which may include a revision, marked to show changes, of either Party’s proposed terms. Neither Party may have ex parte communications (either written or oral) with the Expert other than for the sole purpose of selecting the Expert or as expressly permitted under this Section 7.2.2. (b) Within [***] after the Expert’s receipt of each Party’s Rebuttal (or the expiration of the period for the Parties to submit a Rebuttal), the Expert will select, between the proposals provided by the Parties, the proposal that the Expert believes most accurately reflects an equitable result for the Parties (the “Selected Proposal”). The Expert will not have the authority to modify a proposal submitted by a Party. (c) The Expert will have reasonable discretion to request additional information, hold a hearing, and extend the time frame for reaching a decision regarding the Parties’ competing proposals, to the extent not inconsistent with this Section 7.2.2. The Expert’s fees and expenses will be paid by the Party whose proposal is not selected by the Expert. Each Party will bear and pay its own expenses incurred in connection with any proceedings under this Section 7.2.2. (d) Praxis will have [***] following receipt of the Selected Proposal to accept the Selected Proposal by sending written notice to Ionis in accordance with Section 17.7. If Praxis fails to accept the Selected Proposal within such [***] period, (i) Praxis will have no rights under the Licensed IP to Research, Develop, Manufacture and Commercialize Products in the Competing Field, and (ii) Praxis will, and hereby does, grant to Ionis a non-exclusive, worldwide, royalty-free license, with the right to grant sublicenses, under the Collaboration Patent Rights Controlled by Praxis and the Praxis Background Patents, in each case that are necessary or reasonably useful to develop, manufacture and otherwise commercialize any product (other than any Product) for the Treatment of [***]. (i) In addition, if, at any time during the [***] after Praxis fails to accept the Selected Proposal (the “Selected Proposal ROFN Period”), (x) Praxis receives an offer from a Third Party to exclusively license any of the Collaboration Patent Rights Controlled by Praxis or any of the Praxis Background Patents in any part of the remainder of the Competing Field that the Praxis Board of Directors intends to accept, or (y) the Praxis Board of Directors decides to license to or develop with a Third Party a product in the Competing Field that practices any of the Collaboration Patent Rights Controlled by Praxis or any of the Praxis Background Patents, Praxis will provide written notice to Ionis, and Praxis and Ionis will negotiate in good faith for a period not to exceed [***] for a license to such Collaboration Patent Rights Controlled by Praxis and Praxis Background Patents to develop and commercialize the Development Candidate (and any [***]) in the remainder of the Competing Field, provided that during the [***] following the Selected Proposal ROFN Period, Praxis will not enter into any such license agreement with a Third Party on terms that are less favorable in the aggregate to Praxis than the terms last offered to or by Ionis in writing. (ii) Further, if Praxis grants a Third Party or an Affiliate a nonexclusive license under any of the Collaboration Patent Rights Controlled by Praxis or any of the Praxis Background Patents in any part of the remainder of the Competing Field at any time during the [***] after Praxis fails to accept the Selected Proposal, then Praxis will notify Ionis in writing and will offer Ionis a non-exclusive license, on the same terms and conditions as such Third Party or Affiliate, to develop and commercialize the Development Candidate (and any [***]) in the same field of use granted to the Third Party or Affiliate licensee. (iii) If the Parties cannot reach agreement during the negotiation period set forth in Section 7.2.2(d)(i), which period can be extended by mutual agreement of the Parties, or if Ionis does not exercise its right to negotiate under Section 7.2.2(d)(i) in a timely manner or take the non-exclusive license under Section 7.2.2(d)(ii), then Praxis will have no further obligation to license the Praxis Background Patents or the Collaboration Patent Rights Controlled by Praxis to Ionis in the remainder of the Competing Field.

Expert Evaluation. (a) The Parties will agree upon and select 25.2.1 Any Party wishing to submit a matter to the decision of an independent Third Party expert who is neutralin accordance with a provision of the Contract which provides for this procedure including the Accounting Appendix, disinterested and impartial, and who has significant relevant experience in the commercialization of pharmaceutical products (the “Expert”). If or any other matter that the Parties are unable decide to promptly agree upon an Expert, then upon request submit by either Party, the Expert will be appointed by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) (or any successor entity thereto). The date on which such Expert is selected will be the “Expert Evaluation Commencement Date.” Within [***] after the Expert Evaluation Commencement Date, each Party will prepare and deliver joint agreement to the Expert and the other Party (a) its proposed terms to expand the Field to encompass the Competing Field and (b) a memorandum (the “Supporting Memorandum”) in support thereof. The Parties will also provide the Expert with a copy decision of an expert under this Agreement. Within [***] after receipt of the other Party’s proposed terms and Supporting MemorandumArticle, each Party may submit to the Expert (with a copy must notify it to the other Party. This notification must include a list of at least three (3) a rebuttal proposed experts. The other Party must reply to this notification within thirty (30) days following the date of receipt either by accepting one (1) of the experts proposed or by proposing at least three (3) other experts. In the latter case, the Party who has presented the initial notification shall have thirty (30) days to accept one (1) expert or reject all the experts proposed by the other Party’s Supporting Memorandum . Non-notification shall constitute a rejection of the experts proposed. 25.2.2 If the Parties do not reach an agreement with regard to the selection of an expert within sixty (a “Rebuttal”60) days following the date of the first notification under the above paragraph, any of the Parties may request the Center of technical experts of the International Chamber of Commerce (CCI), which may include a revision, marked to show changes, of either Party’s proposed terms. Neither Party may have ex parte communications (either written or oral) with the Expert other than for the sole purpose of selecting the Expert or as expressly permitted under this Section 7.2.2. (b) Within [***] after the Expert’s receipt of each Party’s Rebuttal (or the expiration of the period for the Parties to submit a Rebuttal), the Expert will select, between the proposals provided by the Parties, the proposal that the Expert believes most accurately reflects an equitable result for the Parties (the “Selected Proposal”). The Expert will not have the authority to modify a proposal submitted by a Party. (c) The Expert will have reasonable discretion to request additional information, hold a hearing, and extend the time frame for reaching a decision regarding the Parties’ competing proposalswhose head office is in Paris, to the extent not inconsistent with this Section 7.2.2. The Expert’s fees and expenses will be paid by the Party whose proposal is not selected by the Expert. Each Party will bear and pay its own expenses incurred in connection with any proceedings under this Section 7.2.2. (d) Praxis will have [***] following receipt of the Selected Proposal to accept the Selected Proposal by sending written notice to Ionis appoint an expert in accordance with Section 17.7. its rules. 25.2.3 If Praxis fails the expert agreed to accept by the Selected Proposal within such [***] period, (i) Praxis will have no rights under the Licensed IP to Research, Develop, Manufacture and Commercialize Products Parties or appointed in the Competing Field, and (ii) Praxis will, and hereby does, grant to Ionis a non-exclusive, worldwide, royalty-free license, accordance with the right above provisions refuses the Parties' request, dies or, for any other reason, is unable to grant sublicensesact as an expert, under the Collaboration Patent Rights Controlled by Praxis and the Praxis Background Patents, Parties must meet immediately in each case that are necessary or reasonably useful order to develop, manufacture and otherwise commercialize any product (other than any Product) for the Treatment of [***]. (i) In addition, if, at any time during the [***] after Praxis fails to accept the Selected Proposal (the “Selected Proposal ROFN Period”), (x) Praxis receives appoint an offer from a Third Party to exclusively license any of the Collaboration Patent Rights Controlled by Praxis or any of the Praxis Background Patents in any part of the remainder of the Competing Field that the Praxis Board of Directors intends to accept, or (y) the Praxis Board of Directors decides to license to or develop with a Third Party a product in the Competing Field that practices any of the Collaboration Patent Rights Controlled by Praxis or any of the Praxis Background Patents, Praxis will provide written notice to Ionis, and Praxis and Ionis will negotiate in good faith for a period not to exceed [***] for a license to such Collaboration Patent Rights Controlled by Praxis and Praxis Background Patents to develop and commercialize the Development Candidate (and any [***]) in the remainder of the Competing Field, provided that during the [***] following the Selected Proposal ROFN Period, Praxis will not enter into any such license agreement with a Third Party on terms that are less favorable in the aggregate to Praxis than the terms last offered to or by Ionis in writing. (ii) Further, if Praxis grants a Third Party or an Affiliate a nonexclusive license under any of the Collaboration Patent Rights Controlled by Praxis or any of the Praxis Background Patents in any part of the remainder of the Competing Field at any time during the [***] after Praxis fails to accept the Selected Proposal, then Praxis will notify Ionis in writing and will offer Ionis a non-exclusive license, on the same terms and conditions as such Third Party or Affiliate, to develop and commercialize the Development Candidate (and any [***]) in the same field of use granted to the Third Party or Affiliate licensee. (iii) replacement expert. If the Parties cannot reach an agreement during within thirty (30) days following the negotiation period set forth date on which it has been established that the first expert could not act, any of the Parties may request the Center of technical experts of the CCI to appoint another expert in Section 7.2.2(d)(i)accordance with its rules. 25.2.4 The Parties shall be required to cooperate with the expert inasmuch as possible and each Party must ensure the cooperation of its Affiliates. The Parties must ensure access to the data and information which the Parties or their Affiliates can provide and which, in the expert's opinion, may contribute to his decision. The Parties' representatives shall have the right to consult the expert and to provide him with written information but the expert can impose reasonable limits to this right. He shall be at liberty to assess to what extent any document and information submitted for his review is duly justified or pertinent. 25.2.5 All costs related to the selection and utilization of the expert shall be jointly and equally paid by the Parties. 25.2.6 Any decision rendered by the expert in accordance with this Article under a provision of the Contract which period can expressly provides for this procedure shall be extended by mutual agreement final and enforceable for the Parties. No Party may submit the matter which was the subject of an expert decision to an arbitration procedure such as provided in the present Contract. By joint decision of the Parties, or the matters submitted to the decision of an expert may be subject to a final and definitive decision through arbitration, if Ionis does not exercise its right the Parties agree to negotiate under Section 7.2.2(d)(i) in accept it at the time a timely manner or take decision was made to submit the non-exclusive license under Section 7.2.2(d)(ii), then Praxis will have no further obligation matter to license the Praxis Background Patents or the Collaboration Patent Rights Controlled by Praxis to Ionis in the remainder of the Competing Fieldan expert.