Common use of Full Arbitration Clause in Contracts

Full Arbitration. If the Parties are unable to resolve the dispute following the procedure set forth in Section 12.2, then the dispute for arbitration shall be submitted in London, England in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce (the “ICC Rules”) then in effect. Notwithstanding the foregoing, in all events, the provisions contained herein shall govern over any conflicting rules which may now or hereafter be contained in the ICC Rules. Any judgment upon the award rendered by the panel of the arbitrators shall be entered in any court having jurisdiction over the subject matter thereof. The panel of the arbitrators shall have the authority to grant any equitable and legal remedies that would be available if any judicial proceeding was instituted to resolve said dispute. The final decision of such panel of the arbitrators, as entered by a court of competent jurisdiction, will be furnished by such panel of the arbitrator in writing and will constitute a final, conclusive and non-appealable determination of the issue in question, binding upon the Parties, and an order with respect thereto may be entered in any court of competent jurisdiction. Except as set forth in Section 12.4, the following procedures shall apply: (a) Each Party shall select one person to act as arbitrator and the two Party-selected arbitrators shall select a third arbitrator within ten (10) days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be appointed by the ICC. (b) No arbitrator shall have any past or present family, business or other relationship with the Parties or any Affiliate, director or officer thereof, unless following full disclosure of all such relationships, the Parties agree in writing to waive such requirement with respect to an individual in connection with any dispute. (c) No discovery other than an exchange of relevant documents may occur in any arbitration commenced under the provisions of this ARTICLE 12. The Parties agree to act in good faith to promptly exchange relevant documents. (d) The Parties will each pay fifty percent (50%) of the initial compensation to be paid to the arbitrator in any such arbitration and fifty percent (50%) of the costs of transcripts and other normal and regular expenses of the arbitration proceedings; provided, however, that: (i) the prevailing Party in any arbitration will be entitled to an award of attorneys’ fees and costs; and (ii) all costs of arbitration, other than those provided for above, will be paid by the losing Party, and the arbitrator will be authorized to determine the identity of the prevailing Party and the losing Party. (e) The panel of the arbitrators chosen in accordance with these provisions will not have the power to alter, amend or otherwise affect the terms of these arbitration provisions or any other provisions contained in this Agreement.

Full Arbitration. If the Parties are unable to resolve the dispute following the procedure set forth in Unless Section 12.2, then the dispute for arbitration shall be submitted in London, England in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce (the “ICC Rules”) then in effect. Notwithstanding the foregoing, in all events, the provisions contained herein shall govern over any conflicting rules which may now 14.3 or hereafter be contained in the ICC Rules. Any judgment upon the award rendered by the panel of the arbitrators shall be entered in any court having jurisdiction over the subject matter thereof. The panel of the arbitrators shall have the authority to grant any equitable and legal remedies that would be available if any judicial proceeding was instituted to resolve said dispute. The final decision of such panel of the arbitrators, as entered by a court of competent jurisdiction, will be furnished by such panel of the arbitrator in writing and will constitute a final, conclusive and non-appealable determination of the issue in question, binding upon the Parties, and an order with respect thereto may be entered in any court of competent jurisdiction. Except as set forth in Section 12.414.4 is applicable, the following procedures shall apply: 14.2.1 The arbitration shall be conducted by a panel of three (a3) Each persons experienced in the pharmaceutical business who are independent of both Parties and conflict-free. Within thirty (30) days after initiation of arbitration, each Party shall select one person to act as arbitrator and the two Party-selected arbitrators shall select a third arbitrator within ten thirty (1030) days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be appointed by the ICCAAA. The place of arbitration shall be [********], and all proceedings and communications shall be in English. (b) No arbitrator 14.2.2 Either Party may apply to the arbitrators for interim injunctive relief until the arbitration decision is rendered or the Arbitration Matter is otherwise resolved. Either Party also may, without waiving any right or remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that Party pending resolution of the Arbitration Matter pursuant to this Section 14.2. The arbitrators shall have no authority to award punitive or any past other type of damages not measured by a Party’s compensatory damages. Each Party shall bear its own costs and expenses and attorneys’ fees, and the Party that does not prevail in the arbitration proceeding shall pay the arbitrators’ fees and any administrative fees of arbitration. 14.2.3 Except to the extent necessary to confirm an award or present familydecision or as may be required by Applicable Laws, business neither a Party nor an arbitrator may disclose the existence, content, or results of an arbitration without the prior written consent of both Parties. In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the Arbitration Matter would be barred by the applicable New York statute of limitations. 14.2.4 The Parties agree that, in the event of an Arbitration Matter involving the alleged breach of this Agreement (including whether a Party has satisfied its diligence obligations hereunder) or AstraZeneca’s failure to meet the Terminated Efforts Test, neither Party may terminate this Agreement under Section 11.2.4 or 11.2.5 (or, if Targacept is alleging a failure by AstraZeneca to meet the Terminated Efforts Test under Section 11.2.7, take action under Section 11.2.7) and AstraZeneca may not terminate the Research Program under Section 11.2.2(b) until resolution of the Arbitration Matter pursuant to this Section 14.2. 14.2.5 The Parties hereby agree that any disputed performance or suspended performance pending the resolution of an Arbitration Matter that the arbitrators determine to be required to be performed by a Party must be completed within a reasonable time period following the final decision of the arbitrators. 14.2.6 The Parties hereby agree that any monetary payment to be made by a Party pursuant to a decision of the arbitrators shall be made in United States dollars, free of any tax or other relationship with the Parties or any Affiliate, director or officer thereof, unless following full disclosure of all such relationships, the Parties agree in writing to waive such requirement with respect to an individual in connection with any dispute. (c) No discovery other than an exchange of relevant documents may occur in any arbitration commenced under the provisions of this ARTICLE 12deduction. The Parties further agree to act in good faith to promptly exchange relevant documents. (d) The Parties will each pay fifty percent (50%) of that the initial compensation to be paid to the arbitrator in any such arbitration and fifty percent (50%) of the costs of transcripts and other normal and regular expenses of the arbitration proceedings; provided, however, that: (i) the prevailing Party in any arbitration will be entitled to an award of attorneys’ fees and costs; and (ii) all costs of arbitration, other than those provided for above, will be paid by the losing Party, and the arbitrator will be authorized to determine the identity of the prevailing Party and the losing Party. (e) The panel decision of the arbitrators chosen in accordance with these provisions will not have shall be the power to altersole, amend or otherwise affect the terms exclusive and binding remedy between them regarding determination of these arbitration provisions or any other provisions contained in this AgreementArbitration Matters presented.

Full Arbitration. If Any dispute, controversy or claim arising between the Parties are unable with respect to resolve the dispute following the procedure set forth in Section 12.2this Agreement, then the dispute for arbitration including any dispute, controversy or claim relating to any Excepted Decision (each, a “Dispute”), shall be submitted in London, England resolved by binding arbitration before a panel of three (3) arbitrators in accordance with the Rules of Conciliation and Arbitration rules of the International Chamber of Commerce (ICC in effect at the “ICC Rules”) then in effect. Notwithstanding time the foregoingproceeding is initiated; provided, in all eventsthat, the provisions contained herein shall govern over any conflicting rules which may now or hereafter be contained in the ICC Rules. Any judgment upon the award rendered by the panel of the arbitrators Dispute as to an Excepted Decision shall be entered in resolved pursuant to Section 14.1.2. In any court having jurisdiction over the subject matter thereof. The panel of the arbitrators shall have the authority to grant any equitable and legal remedies that would be available if any judicial proceeding was instituted to resolve said dispute. The final decision of such panel of the arbitrators, as entered by a court of competent jurisdiction, will be furnished by such panel of the arbitrator in writing and will constitute a final, conclusive and non-appealable determination of the issue in question, binding upon the Parties, and an order with respect thereto may be entered in any court of competent jurisdiction. Except as set forth in Section 12.4arbitration, the following procedures shall apply: (a) Each Party shall select The panel will be comprised of one person to act as arbitrator chosen by MERCK, one by ARCHEMIX and the third by the two Party-selected so chosen. If either, or both, of MERCK or ARCHEMIX fails to choose an arbitrator or arbitrators shall select within thirty (30) days after receiving notice of commencement of arbitration or if the two arbitrators fail to choose a third arbitrator within ten thirty (1030) days of after their appointment, then either or both Parties shall immediately request that the ICC select the remaining number of arbitrators to be selected, which arbitrator(s) shall have the requisite scientific background, experience and expertise. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator The place of arbitration shall be appointed by the ICCNew York, New York. (b) No arbitrator Either Party may apply to the arbitrators for interim injunctive relief until the arbitration decision is rendered or the Dispute is otherwise resolved. Either Party also may, without waiving any right or remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that Party pending resolution of the Dispute pursuant to this Section 14.1.1. The arbitrators shall have any past or present family, business or other relationship with the Parties no authority to award punitive or any Affiliate, director or officer thereof, unless following full disclosure other type of all such relationships, the Parties agree in writing to waive such requirement with respect to an individual damages not measured by a Party’s compensatory damages. Each Party shall bear its own costs and expenses and attorneys’ fees in connection with any disputesuch arbitration; provided, that, the non-prevailing Party shall pay the costs and expenses incurred by the prevailing Party in connection with any such arbitration, including reasonable attorneys’ fees and costs. The Parties acknowledge that while Section 14.4 shall apply to any such Dispute, it is the intention of the Parties not to use the discovery rules of the State of New York in connection with any such Dispute. (c) No discovery other than Except to the extent necessary to confirm an exchange award or decision or as may be required by Applicable Laws, neither Party nor any arbitrator may disclose the existence or results of relevant documents may occur in any arbitration commenced under without the provisions prior written consent of this ARTICLE 12both Parties. The Parties agree to act in good faith to promptly exchange relevant documents. (d) The Parties will each pay fifty percent (50%) of the initial compensation to be paid to the arbitrator in any such arbitration and fifty percent (50%) of the costs of transcripts and other normal and regular expenses of the arbitration proceedings; provided, however, that: (i) the prevailing Party in In no event shall any arbitration will be entitled to an award initiated after the date when commencement of attorneys’ fees and costs; and (ii) all costs of arbitration, other than those provided for above, will a legal or equitable proceeding based on the Dispute would be paid barred by the losing Party, and the arbitrator will be authorized to determine the identity applicable New York statute of the prevailing Party and the losing Partylimitations. (e) The panel of the arbitrators chosen in accordance with these provisions will not have the power to alter, amend or otherwise affect the terms of these arbitration provisions or any other provisions contained in this Agreement.

Full Arbitration. If Any dispute, controversy or claim arising between the Parties are unable with respect to resolve the dispute following the procedure set forth in Section 12.2this Agreement, then the dispute for arbitration including any dispute, controversy or claim relating to any Excepted Decision (each, a “Dispute”), shall be submitted in London, England resolved by binding arbitration before a panel of three (3) arbitrators in accordance with the Rules of Conciliation and Arbitration rules of the International Chamber of Commerce (ICC in effect at the “ICC Rules”) then in effect. Notwithstanding time the foregoingproceeding is initiated; provided, in all eventsthat, the provisions contained herein shall govern over any conflicting rules which may now or hereafter be contained in the ICC Rules. Any judgment upon the award rendered by the panel of the arbitrators Dispute as to an Excepted Decision shall be entered in resolved pursuant to Section 13.1.2. In any court having jurisdiction over the subject matter thereof. The panel of the arbitrators shall have the authority to grant any equitable and legal remedies that would be available if any judicial proceeding was instituted to resolve said dispute. The final decision of such panel of the arbitrators, as entered by a court of competent jurisdiction, will be furnished by such panel of the arbitrator in writing and will constitute a final, conclusive and non-appealable determination of the issue in question, binding upon the Parties, and an order with respect thereto may be entered in any court of competent jurisdiction. Except as set forth in Section 12.4arbitration, the following procedures shall apply: (a) Each Party shall select The panel will be comprised of one person to act as arbitrator chosen by MERCK, one by ARCHEMIX and the third by the two Party-selected so chosen. If either, or both, of MERCK or Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. ARCHEMIX fails to choose an arbitrator or arbitrators shall select within thirty (30) days after receiving notice of commencement of arbitration or if the two arbitrators fail to choose a third arbitrator within ten thirty (1030) days of after their appointment, then either or both Parties shall immediately request that the ICC select the remaining number of arbitrators to be selected, which arbitrator(s) shall have the requisite scientific background, experience and expertise. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator The place of arbitration shall be appointed by the ICCNew York, New York. (b) No arbitrator Either Party may apply to the arbitrators for interim injunctive relief until the arbitration decision is rendered or the Dispute is otherwise resolved. Either Party also may, without waiving any right or remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that Party pending resolution of the Dispute pursuant to this Section 13.1.1. The arbitrators shall have any past or present family, business or other relationship with the Parties no authority to award punitive or any Affiliate, director or officer thereof, unless following full disclosure other type of all such relationships, the Parties agree in writing to waive such requirement with respect to an individual damages not measured by a Party’s compensatory damages. Each Party shall bear its own costs and expenses and attorneys’ fees in connection with any disputesuch arbitration; provided, that, the non-prevailing Party shall pay the costs and expenses incurred by the prevailing Party in connection with any such arbitration, including reasonable attorneys’ fees and costs. The Parties acknowledge that while Section 13.4 shall apply to any such Dispute, it is the intention of the Parties not to use the discovery rules of the State of New York in connection with any such Dispute. (c) No discovery other than Except to the extent necessary to confirm an exchange award or decision or as may be required by Applicable Laws, neither Party nor any arbitrator may disclose the existence or results of relevant documents may occur in any arbitration commenced under without the provisions prior written consent of this ARTICLE 12both Parties. The Parties agree to act in good faith to promptly exchange relevant documentsIn no event shall any arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the Dispute would be barred by the applicable New York statute of limitations. (d) The Parties will each pay fifty percent In the event of a Dispute involving the alleged breach of this Agreement (50%) of the initial compensation to be paid to the arbitrator in any such arbitration and fifty percent (50%) of the costs of transcripts and other normal and regular expenses of the arbitration proceedings; providedincluding, howeverwithout limitation, that: whether a Party has satisfied its diligence obligations hereunder), (i) neither Party may terminate this Agreement under Section 10.2.2 until resolution of the prevailing Party in any arbitration will be entitled Dispute pursuant to an award of attorneys’ fees and costs; this Section 13.1.1 and (ii) all costs if the arbitrators render a decision that a breach of arbitrationthis Agreement has occurred, other than those provided for above, will be paid by the losing Party, and arbitrators shall have no authority to modify the arbitrator will be authorized to determine the identity right of the prevailing non-breaching Party and the losing Partyto terminate this Agreement in accordance with Section 10.2.2. (e) Any disputed performance or suspended performance pending the resolution of a Dispute that the arbitrators determine to be required to be performed by a Party shall be completed within a reasonable time period following the final decision of the arbitrators. (f) The panel decision of the arbitrators chosen shall be the sole, exclusive and binding remedy between the Parties regarding the determination of all Disputes presented. Any monetary payment to be made by a Party pursuant to a decision of the arbitrators shall be made in accordance with these provisions will not have the power to alterUnited States dollars, amend free of any tax or otherwise affect the terms of these arbitration provisions or any other provisions contained in this Agreementdeduction.

Full Arbitration. If the Parties are unable to resolve the dispute following the procedure set forth in Section 12.2, then the dispute for arbitration shall be submitted in London, England in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce (the “ICC Rules”) then in effect. Notwithstanding the foregoing, in all events, the provisions contained herein shall govern over any conflicting rules which may now or hereafter be contained in the ICC Rules. Any judgment upon the award rendered by the panel of the arbitrators shall be entered in any court having jurisdiction over the subject matter thereof. The panel of the arbitrators shall have the authority to grant any equitable and legal remedies that would be available if any judicial proceeding was instituted to resolve said dispute. The final decision of such panel of the arbitrators, as entered by a court of competent jurisdiction, will be furnished by such panel of the arbitrator in writing and will constitute a final, conclusive and non-appealable determination of the issue in question, binding upon the Parties, and an order with respect thereto may be entered in any court of competent jurisdiction. Except as set forth in Section 12.4, the following procedures shall apply: (a) Each Party shall select one person to act as arbitrator and the two Party-selected arbitrators shall select a third arbitrator within ten (10) days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be appointed by the ICC. (b) No arbitrator shall have any past or present family, business or other relationship with the Parties or any Affiliate, director or officer thereof, unless following full disclosure of all such relationships, the Parties agree in writing to waive such requirement with respect to an individual in connection with any dispute. (c) No discovery other than an exchange of relevant documents may occur in any arbitration commenced under the provisions of this ARTICLE Article 12. The Parties agree to act in good faith to promptly exchange relevant documents. (d) The Parties will each pay fifty percent (50%) of the initial compensation to be paid to the arbitrator in any such arbitration and fifty percent (50%) of the costs of transcripts and other normal and regular expenses of the arbitration proceedings; provided, however, that: (i) the prevailing Party in any arbitration will be entitled to an award of attorneys’ fees and costs; and (ii) all costs of arbitration, other than those provided for above, will be paid by the losing Party, and the arbitrator will be authorized to determine the identity of the prevailing Party and the losing Party. (e) The panel of the arbitrators chosen in accordance with these provisions will not have the power to alter, amend or otherwise affect the terms of these arbitration provisions or any other provisions contained in this Agreement.

Full Arbitration. If the Parties are unable to resolve the dispute following the procedure set forth Except as provided in Section 12.29.6.3, then the dispute for arbitration shall be submitted in London, England in accordance with the Rules conducted by a panel of Conciliation and Arbitration of the International Chamber of Commerce three (the “ICC Rules”3) then in effect. Notwithstanding the foregoing, in all events, the provisions contained herein shall govern over any conflicting rules which may now or hereafter be contained persons experienced in the ICC Rules. Any judgment upon the award rendered by the panel pharmaceutical business who are independent of the arbitrators shall be entered in any court having jurisdiction over the subject matter thereof. The panel of the arbitrators shall have the authority to grant any equitable both Parties and legal remedies that would be available if any judicial proceeding was instituted to resolve said dispute. The final decision of such panel of the arbitrators, as entered by a court of competent jurisdiction, will be furnished by such panel of the arbitrator in writing and will constitute a final, conclusive and non-appealable determination of the issue in question, binding upon the Parties, and an order neutral with respect thereto may be entered in any court to the Dispute presented for arbitration. Within thirty (30) days after initiation of competent jurisdiction. Except as set forth in Section 12.4arbitration, the following procedures shall apply: (a) Each each Party shall select one person to act as arbitrator and the two Party-selected arbitrators shall select a third arbitrator within ten thirty (1030) days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be appointed by the ICCAAA. The place of arbitration shall be New York, New York, and all proceedings and communications shall be in English. (a) Either Party may apply to the arbitrators for interim injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either Party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that Party pending the arbitration award. The arbitrators shall have no authority to award punitive or any other type of damages not measured by a Party's compensatory damages. Each Party shall bear its own costs and expenses and attorneys' fees, and the Party that does not prevail in the arbitration proceeding shall pay the arbitrators' and any administrative fees of arbitration. (b) No Except to the extent necessary to confirm an award or as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of an arbitration without the prior written consent of both Parties. In no event shall have any past an arbitration be initiated after the date when commencement of a legal or present familyequitable proceeding based on the dispute, business controversy or other relationship with claim would be barred by the Parties or any Affiliate, director or officer thereof, unless following full disclosure applicable New York statute of all such relationships, the Parties agree in writing to waive such requirement with respect to an individual in connection with any disputelimitations. (c) No discovery The Parties agree that, in the event of a Dispute over the nature or quality of performance under this Agreement, neither Party may terminate the Agreement until final resolution of the Dispute through arbitration or other than an exchange of relevant documents may occur in any arbitration commenced under the provisions of this ARTICLE 12judicial determination. The Parties further agree that any payments made pursuant to act in good faith to promptly exchange relevant documentsthis Agreement pending resolution of the Dispute shall be refunded if an arbitrator or court determines that such payments are not due. (d) The Parties will each pay fifty percent (50%) of hereby agree that any disputed performance or suspended performances pending the initial compensation to be paid to the arbitrator in any such arbitration and fifty percent (50%) of the costs of transcripts and other normal and regular expenses resolution of the arbitration proceedings; provided, however, that: (i) the prevailing Party in any arbitration will be entitled to an award of attorneys’ fees and costs; and (ii) all costs of arbitration, other than those provided for above, will be paid by the losing Party, and that the arbitrator will determines to be authorized required to determine be performed by a Party must be completed within a reasonable time period following the identity final decision of the prevailing Party and the losing Partyarbitrator. (e) The panel Parties hereby agree that any monetary payment to be made by a Party pursuant to a decision of the arbitrators chosen arbitrator shall be made in accordance with these provisions will not have United States dollars, free of any tax or other deduction. The Parties further agree that the power decision of the arbitrator shall be the sole, exclusive and binding remedy between them regarding determination of the matters presented to alter, amend or otherwise affect the terms of these arbitration provisions or any other provisions contained in this Agreementarbitrator.

Full Arbitration. Unless Section 15.7.4(b) or 15.7.4(c) is applicable, the following procedures shall apply: (i) The Parties shall appoint an arbitrator by mutual agreement. If the Parties are unable to resolve cannot agree on the dispute following appointment of an arbitrator within thirty (30) days of the procedure set forth in Section 12.2demand for arbitration, then the dispute for arbitration an arbitrator shall be submitted in London, England appointed in accordance with the Rules of Conciliation and Arbitration of Rules. (ii) Either Party may apply to the International Chamber of Commerce (arbitrator for interim injunctive relief until the “ICC Rules”) then in effectarbitration decision is rendered or the Arbitration Matter is otherwise resolved. Notwithstanding the foregoingEither Party also may, in all eventswithout waiving any right or remedy under this Agreement, the provisions contained herein shall govern over any conflicting rules which may now or hereafter be contained in the ICC Rules. Any judgment upon the award rendered by the panel of the arbitrators shall be entered in seek from any court having jurisdiction over any injunctive or provisional relief necessary to protect the subject matter thereofrights or property of that Party pending resolution of the Arbitration Matter pursuant to this Section 15.7.4. The panel of the arbitrators arbitrator shall have the authority to grant any equitable and legal remedies that would be available if in any judicial proceeding was instituted to resolve said dispute. The final decision of such panel of the arbitrators, as entered by a court of competent jurisdiction, will be furnished by such panel of the arbitrator in writing and will constitute a final, conclusive and non-appealable determination of the issue in question, binding upon the Parties, and an order with respect thereto may be entered in any court of competent jurisdiction. Except as set forth in Section 12.4, the following procedures shall apply: (a) Each Party shall select one person Dispute submitted to act as arbitrator and the two Party-selected arbitrators shall select a third arbitrator within ten (10) days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be appointed by the ICC. (b) No arbitrator shall have any past or present family, business or other relationship with the Parties or any Affiliate, director or officer thereof, unless following full disclosure of all such relationships, the Parties agree in writing to waive such requirement with respect to an individual in connection with any dispute. (c) No discovery other than an exchange of relevant documents may occur in any arbitration commenced under the provisions of this ARTICLE 12. The Parties agree to act in good faith to promptly exchange relevant documents. (d) The Parties will each pay fifty percent (50%) of the initial compensation to be paid to the arbitrator in any such arbitration and fifty percent (50%) of the costs of transcripts and other normal and regular expenses of the arbitration proceedingsin accordance with this Agreement; provided, however, that: (i) the prevailing Party in any arbitration will be entitled to an award of attorneys’ fees and costs; and (ii) all costs of arbitration, other than those provided for above, will be paid by the losing Party, and that the arbitrator will be authorized to determine the identity of the prevailing Party and the losing Party. (e) The panel of the arbitrators chosen in accordance with these provisions will shall not have the power to alter, amend or otherwise affect the terms or the provisions of these arbitration provisions this Agreement. Judgment upon any award rendered pursuant to this Section may be entered by any court having jurisdiction over the Parties’ other assets. The arbitrator shall have no authority to award punitive or any other provisions contained type of damages not measured by a Party’s compensatory damages. (iii) Each Party shall bear its own costs and expenses and attorneys’ fees, and the Party that does not prevail in this Agreementthe arbitration proceeding shall pay the arbitrator’s fees and any administrative fees of arbitration. (iv) Except to the extent necessary to confirm an award or decision or as may be required by Applicable Law, neither Party may, and the Parties shall instruct the arbitrator not to, disclose the existence, content, or results of an arbitration without the prior written consent of both Parties. In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the Arbitration Matter would be barred by the applicable New York statute of limitations. (v) The Parties hereby agree that any payment to be made by a Party pursuant to a decision of the arbitrator shall be made in United States dollars, free of any tax or other deduction. The Parties further agree that subject to Section 15.7.5, the decision of the arbitrator shall be the sole, exclusive and binding remedy between them regarding determination of the Arbitration Matters presented and the Parties hereby waive the right to contest the award in any court or other forum.

Full Arbitration. Unless Section 14.6.2(b) is applicable, the following procedures shall apply: (i) The Parties shall appoint three arbitrators by mutual agreement. If the Parties are unable to resolve cannot agree on the dispute following appointment of one or more arbitrators within thirty (30) days of the procedure set forth in Section 12.2demand for arbitration, then the dispute for arbitration such arbitrator(s) shall be submitted in London, England appointed in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce Rules. (the “ICC Rules”ii) then in effect. Notwithstanding the foregoing, in all events, the provisions contained herein shall govern over any conflicting rules which Either Party may now or hereafter be contained in the ICC Rules. Any judgment upon the award rendered by the panel of apply to the arbitrators shall be entered in for interim injunctive relief until the arbitration decision is rendered or the Arbitration Matter is otherwise resolved. Either Party also may, without waiving any right or remedy under this Agreement, seek from any court having jurisdiction over any injunctive or provisional relief necessary to protect the subject matter thereofrights or property of that Party pending resolution of the Arbitration Matter pursuant to this Section 14.6.2. The panel of the arbitrators shall have the authority to grant any equitable and legal remedies that would be available if in any judicial proceeding was instituted to resolve said dispute. The final decision of such panel of the arbitrators, as entered by a court of competent jurisdiction, will be furnished by such panel of the arbitrator in writing and will constitute a final, conclusive and non-appealable determination of the issue in question, binding upon the Parties, and an order with respect thereto may be entered in any court of competent jurisdiction. Except as set forth in Section 12.4, the following procedures shall apply: (a) Each Party shall select one person Dispute submitted to act as arbitrator and the two Party-selected arbitrators shall select a third arbitrator within ten (10) days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be appointed by the ICC. (b) No arbitrator shall have any past or present family, business or other relationship with the Parties or any Affiliate, director or officer thereof, unless following full disclosure of all such relationships, the Parties agree in writing to waive such requirement with respect to an individual in connection with any dispute. (c) No discovery other than an exchange of relevant documents may occur in any arbitration commenced under the provisions of this ARTICLE 12. The Parties agree to act in good faith to promptly exchange relevant documents. (d) The Parties will each pay fifty percent (50%) of the initial compensation to be paid to the arbitrator in any such arbitration and fifty percent (50%) of the costs of transcripts and other normal and regular expenses of the arbitration proceedingsin accordance with this Agreement; provided, however, that: (i) the prevailing Party in any arbitration will be entitled to an award of attorneys’ fees and costs; and (ii) all costs of arbitration, other than those provided for above, will be paid by the losing Party, and the arbitrator will be authorized to determine the identity of the prevailing Party and the losing Party. (e) The panel of that the arbitrators chosen in accordance with these provisions will shall not have the power to alter, amend or otherwise affect the terms or the provisions of these arbitration provisions or any other provisions contained in this Agreement. Judgment upon any award rendered pursuant to this Section may be entered by any court having jurisdiction over the Parties’ other assets. (iii) Each Party shall bear its own costs and expenses and attorneys’ fees, and the Party that does not prevail in the arbitration proceeding shall pay the arbitrators’ fees and any administrative fees of arbitration. (iv) Except to the extent necessary to confirm an award or decision or as may be required by Applicable Law, neither Party may, and the Parties shall instruct the arbitrators not to, disclose the existence, content, or results of an arbitration without the prior written consent of both Parties. In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the Arbitration Matter would be barred by the applicable New York statute of limitations. (v) The Parties hereby agree that any payment to be made by a Party pursuant to a decision of the arbitrators shall be made in Euros, free of any tax or other deduction. The Parties further agree that the decision of the arbitrators shall be the sole, exclusive and binding remedy between them regarding determination of the Arbitration Matters presented and the Parties hereby waive the right to contest the award in any court or other forum.

Full Arbitration. Unless Section 14.5(c)(ii) is invoked for an expedited arbitration, the following procedures apply: (1) The Parties shall appoint an arbitrator by mutual agreement. If the Parties are unable to resolve cannot agree on the dispute following appointment of an arbitrator within [ * ] of the procedure set forth in Section 12.2demand for arbitration, then the dispute for arbitration an arbitrator shall be submitted in London, England appointed in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce (the “ICC Rules”) then in effect. Notwithstanding the foregoing, in all events, the provisions contained herein shall govern over any conflicting rules which may now or hereafter be contained in the ICC Rules. Any judgment upon * Material has been omitted and filed separately with the award Commission. (2) Either Party may apply to the arbitrator for interim injunctive relief until the arbitration decision is rendered by or the panel of the arbitrators shall be entered in matter is otherwise resolved. Either Party also may, without waiving any right or remedy under this Agreement, seek from any court having jurisdiction over any injunctive or provisional relief necessary to protect the subject rights or property of that Party pending resolution of the arbitration matter thereofpursuant to this Section 14.5(c)(i). The panel of the arbitrators arbitrator shall have the authority to grant any equitable and legal remedies that would be available if in any judicial proceeding was instituted to resolve said dispute. The final decision of such panel of the arbitrators, as entered by a court of competent jurisdiction, will be furnished by such panel of the arbitrator in writing and will constitute a final, conclusive and non-appealable determination of the issue in question, binding upon the Parties, and an order with respect thereto may be entered in any court of competent jurisdiction. Except as set forth in Section 12.4, the following procedures shall apply: (a) Each Party shall select one person dispute submitted to act as arbitrator and the two Party-selected arbitrators shall select a third arbitrator within ten (10) days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be appointed by the ICC. (b) No arbitrator shall have any past or present family, business or other relationship with the Parties or any Affiliate, director or officer thereof, unless following full disclosure of all such relationships, the Parties agree in writing to waive such requirement with respect to an individual in connection with any dispute. (c) No discovery other than an exchange of relevant documents may occur in any arbitration commenced under the provisions of this ARTICLE 12. The Parties agree to act in good faith to promptly exchange relevant documents. (d) The Parties will each pay fifty percent (50%) of the initial compensation to be paid to the arbitrator in any such arbitration and fifty percent (50%) of the costs of transcripts and other normal and regular expenses of the arbitration proceedingsarbitration; provided, however, that: (i) the prevailing Party in any arbitration will be entitled to an award of attorneys’ fees and costs; and (ii) all costs of arbitration, other than those provided for above, will be paid by the losing Party, and that the arbitrator will be authorized to determine the identity of the prevailing Party and the losing Party. (e) The panel of the arbitrators chosen in accordance with these provisions will shall not have the power to alter, amend amend, or otherwise affect the terms or provisions of these arbitration provisions or any other provisions contained in this Agreement. Judgment upon any award rendered pursuant to this Section may be entered by any court having jurisdiction over the Parties’ other assets. (3) Each Party shall bear its own costs and expenses and attorneys’ fees, and the Party that does not prevail in the arbitration proceeding shall pay the arbitrator’s fees and any administrative fees of arbitration. (4) Except to the extent necessary to confirm an award or decision or as may be required by applicable Law, neither Party may, and the Parties shall instruct the arbitrator not to, disclose the existence, content, or results of an arbitration without the prior written consent of both Parties. In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the arbitration matter would be barred by the applicable New York statute of limitations. (5) The Parties hereby agree that any payment to be made by a Party pursuant to a decision of the arbitrator shall be made in United States Dollars, free of any tax or other deduction. The Parties further agree that the decision of the arbitrator shall be the sole, exclusive and binding remedy between them regarding determination of the arbitration matters presented and the Parties hereby waive the right to contest the award in any court or other forum.

Full Arbitration. If the Parties are unable to resolve the dispute following the procedure set forth in Section 12.2, then the dispute for arbitration shall be submitted referred to and finally resolved by arbitration in London, England the following manner: (a) dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules of Conciliation and Arbitration of the International Chamber of Commerce (the “ICC HKIAC Rules”) then in effectforce when the Arbitration Notice is submitted. Notwithstanding the foregoing, in all events, the provisions contained herein shall govern over any conflicting rules which may now or hereafter be contained in the ICC Rules. Any judgment upon the award rendered by the panel of the arbitrators There shall be entered in any court having jurisdiction over the subject matter thereof. The panel of the arbitrators shall have the authority to grant any equitable and legal remedies that would be available if any judicial proceeding was instituted to resolve said dispute. The final decision of such panel of the three (3) arbitrators, as entered by a court of competent jurisdiction, will be furnished by such panel of the arbitrator in writing and will constitute a final, conclusive and non-appealable determination of the issue in question, binding upon the Parties, and an order with respect thereto may be entered in any court of competent jurisdiction. Except as set forth in Section 12.4, the following procedures shall apply:. (ab) Each Party shall select one person to act as arbitrator and the two Party-selected arbitrators shall select a third arbitrator within ten (10) days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be appointed by the ICCHKIAC. (bc) No arbitrator shall have any past or present family, business or other relationship with the Parties or any Affiliate, director or officer thereof, unless following full disclosure of all such relationships, the Parties agree in writing to waive such requirement with respect to an individual in connection with any dispute. (cd) No discovery other than an exchange of relevant documents may occur in any arbitration commenced under the provisions of this ARTICLE Article 12. The Parties agree to act in good faith to promptly exchange relevant documents. (de) The arbitral proceedings shall be conducted in Chinese. A Party may request English translation and each Party bears half of cost. (f) To the extent that the HKIAC Rules are in conflict with the provisions of this Section 12.3, including the provisions concerning the appointment of the arbitrator, the provisions of this Section 12.3 shall prevail. (g) The award of the arbitral tribunal shall be final and binding upon the Parties a party thereto, and the prevailing Party may apply to a court of competent jurisdiction for enforcement of such award. (h) Any Party that is a party to the dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. (i) The Parties will each pay fifty percent (50%) of the initial compensation to be paid to the arbitrator in any such arbitration and fifty percent (50%) of the costs of transcripts and other normal and regular expenses of the arbitration proceedings; provided, however, that: : (i) the prevailing Party in any arbitration will be entitled to an award of attorneys’ fees and costs; and (ii) all costs of arbitration, other than those provided for above, will be paid by the losing Party, and the arbitrator will be authorized to determine the identity of the prevailing Party and the losing Party. (ej) The panel of the arbitrators chosen in accordance with these provisions will not have the power to alter, amend or otherwise affect the terms of these arbitration provisions or any other provisions contained in this Agreement.

Full Arbitration. Unless Section 15.7.2(b) is applicable, the following procedures shall apply: (i) The Parties shall appoint an arbitral panel by mutual agreement. If the Parties are unable to resolve cannot agree on the dispute following appointment of an arbitral panel within thirty (30) days of the procedure set forth in Section 12.2demand for arbitration, then the dispute for arbitration an arbitrator shall be submitted in London, England appointed in accordance with the Rules of Conciliation and Arbitration of Rules. (ii) Either Party may apply to the International Chamber of Commerce (arbitrator for interim injunctive relief until the “ICC Rules”) then in effectarbitration decision is rendered or the Arbitration Matter is otherwise resolved. Notwithstanding the foregoingEither Party also may, in all eventswithout waiving any right or remedy under this Agreement, the provisions contained herein shall govern over any conflicting rules which may now or hereafter be contained in the ICC Rules. Any judgment upon the award rendered by the panel of the arbitrators shall be entered in seek from any court having jurisdiction over any injunctive or provisional relief necessary to protect the subject matter thereofrights or property of that Party pending resolution of the Arbitration Matter pursuant to this Section 15.7.2. The panel of the arbitrators arbitrator shall have the authority to grant any equitable and legal remedies that would be available if in any judicial proceeding was instituted to resolve said dispute. The final decision of the Dispute submitted to such panel of the arbitratorsarbitration in accordance with this Agreement; provided, as entered by a court of competent jurisdictionhowever, will be furnished by such panel of that the arbitrator in writing and will constitute a finalshall not have the power to alter or amend the terms or the provisions of this Agreement. Confirmation of, conclusive and non-appealable determination of the issue in question, binding or judgment upon the Parties, and an order with respect thereto any award rendered pursuant to this Section may be entered in by any court of competent jurisdiction. Except as set forth in The arbitrator shall have no authority to award punitive or any other type of damages excluded under Section 12.4, the following procedures shall apply:13.7. (aiii) Each Party shall select one person to act as arbitrator bear its own costs and expenses and attorneys’ fees, and the two Party-selected arbitrators Party that does not prevail in the arbitration proceeding shall select pay the arbitrator’s fees and any administrative fees of arbitration. (iv) Except to the extent necessary to confirm or obtain judgment on an award or decision or as may be required by Applicable Law, neither Party may, and the Parties shall instruct the arbitrator not to, disclose the existence, content, or results of an arbitration without the prior written consent of both Parties. In no event shall an arbitration be initiated after the date when commencement of a third arbitrator within ten (10) days of their appointment. If legal or equitable proceeding based on the arbitrators selected Arbitration Matter would be barred by the applicable New York statute of limitations. (v) The Parties are unable or fail hereby agree that any payment to agree upon be made by a Party pursuant to a decision of the third arbitrator, the third arbitrator shall be appointed by the ICC. (b) No arbitrator shall have made in United States dollars, free of any past or present family, business tax or other relationship with the Parties or any Affiliate, director or officer thereof, unless following full disclosure of all such relationships, the Parties agree in writing to waive such requirement with respect to an individual in connection with any dispute. (c) No discovery other than an exchange of relevant documents may occur in any arbitration commenced under the provisions of this ARTICLE 12deduction. The Parties further agree to act in good faith to promptly exchange relevant documents. (d) The Parties will each pay fifty percent (50%) that the decision of the initial compensation to arbitrator shall be paid to the arbitrator in any such arbitration sole, exclusive and fifty percent (50%) binding remedy between them regarding determination of the costs of transcripts and other normal and regular expenses of the arbitration proceedings; provided, however, that: (i) the prevailing Party in any arbitration will be entitled to an award of attorneys’ fees and costs; and (ii) all costs of arbitration, other than those provided for above, will be paid by the losing Party, and the arbitrator will be authorized to determine the identity of the prevailing Party and the losing PartyArbitration Matters presented. (e) The panel of the arbitrators chosen in accordance with these provisions will not have the power to alter, amend or otherwise affect the terms of these arbitration provisions or any other provisions contained in this Agreement.

Full Arbitration. If the Parties are unable to resolve the dispute following the procedure set forth in Section 12.2, then the dispute for arbitration shall be submitted referred to and finally resolved by arbitration in London, England the following manner: (a) dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules of Conciliation and Arbitration of the International Chamber of Commerce (the “ICC HKIAC Rules”) then in effectforce when the Arbitration Notice is submitted. Notwithstanding the foregoing, in all events, the provisions contained herein shall govern over any conflicting rules which may now or hereafter be contained in the ICC Rules. Any judgment upon the award rendered by the panel of the arbitrators There shall be entered in any court having jurisdiction over the subject matter thereof. The panel of the arbitrators shall have the authority to grant any equitable and legal remedies that would be available if any judicial proceeding was instituted to resolve said dispute. The final decision of such panel of the three (3) arbitrators, as entered by a court of competent jurisdiction, will be furnished by such panel of the arbitrator in writing and will constitute a final, conclusive and non-appealable determination of the issue in question, binding upon the Parties, and an order with respect thereto may be entered in any court of competent jurisdiction. Except as set forth in Section 12.4, the following procedures shall apply:. (ab) Each Party shall select one person to act as arbitrator and the two Party-selected arbitrators shall select a third arbitrator within ten (10) days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be appointed by the ICCHKIAC. (bc) No arbitrator shall have any past or present family, business or other relationship with the Parties or any Affiliate, director or officer thereof, unless following full disclosure of all such relationships, the Parties agree in writing to waive such requirement with respect to an individual in connection with any dispute. (cd) No discovery other than an exchange of relevant documents may occur in any arbitration commenced under the provisions of this ARTICLE Article 12. The Parties agree to act in good faith to promptly exchange relevant documents. (de) The arbitral proceedings shall be conducted in Chinese. A Party may request English translation and each Party bears half of cost. (f) To the extent that the HKIAC Rules are in conflict with the provisions of this Section 12.3, including the provisions concerning the appointment of the arbitrator, the provisions of this Section 12.3 shall prevail. (g) The award of the arbitral tribunal shall be final and binding upon the Parties a party thereto, and the prevailing Party may apply to a court of competent jurisdiction for enforcement of such award. (h) Any Party that is a party to the dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. (i) The Parties will each pay fifty percent (50%) of the initial compensation to be paid to the arbitrator in any such arbitration and fifty percent (50%) of the costs of transcripts and other normal and regular expenses of the arbitration proceedings; provided, however, that: (i) the prevailing Party in any arbitration will be entitled to an award of attorneys’ fees and costs; and (ii) all costs of arbitration, other than those provided for above, will be paid by the losing Party, and the arbitrator will be authorized to determine the identity of the prevailing Party and the losing Party. (ej) The panel of the arbitrators chosen in accordance with these provisions will not have the power to alter, amend or otherwise affect the terms of these arbitration provisions or any other provisions contained in this Agreement.