Common use of Full Arbitration Clause in Contracts

Full Arbitration. Unless Section 14.3 or 14.4 is applicable, the following procedures shall apply: 14.2.1 The arbitration shall be conducted by a panel of three (3) 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 thirty (30) 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 AAA. The place of arbitration shall be [********], and all proceedings and communications shall be in English. 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 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 decision or as may be required by Applicable Laws, 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 deduction. The Parties further agree that the decision of the arbitrators shall be the sole, exclusive and binding remedy between them regarding determination of Arbitration Matters presented.

Full Arbitration. Unless If the Parties are unable to resolve the dispute following the procedure set forth in Section 14.3 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 14.4 is applicablehereafter 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: 14.2.1 The arbitration shall be conducted by a panel of three (3a) persons experienced in the pharmaceutical business who are independent of both Parties and conflict-free. Within thirty (30) days after initiation of arbitration, each Each Party shall select one person to act as arbitrator and the two Party-selected arbitrators shall select a third arbitrator within thirty ten (3010) 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 AAAICC. (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 place 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 shall 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 all proceedings the arbitrator will be authorized to determine the identity of the prevailing Party and communications shall be in Englishthe losing Party. 14.2.2 Either Party may apply to (e) The panel of the arbitrators for interim injunctive relief until chosen in accordance with these provisions will not have the power to alter, amend or otherwise affect the terms of these 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 provisions 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 provisions contained in the arbitration proceeding shall pay the arbitrators’ fees and any administrative fees of arbitrationthis Agreement. 14.2.3 Except to the extent necessary to confirm an award or decision or as may be required by Applicable Laws, 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 deduction. The Parties further agree that the decision of the arbitrators shall be the sole, exclusive and binding remedy between them regarding determination of Arbitration Matters presented.

Full Arbitration. Unless Any dispute, controversy or claim arising between the Parties with respect to this Agreement, including any dispute, controversy or claim relating to any Excepted Decision (each, a “Dispute”), shall be resolved by binding arbitration before a panel of three (3) arbitrators in accordance with the rules of the ICC in effect at the time the proceeding is initiated; provided, that, any Dispute as to an Excepted Decision shall be resolved pursuant to Section 14.3 or 14.4 is applicable13.1.2. In any such arbitration, the following procedures shall apply: 14.2.1 (a) The arbitration shall panel will be conducted comprised of one arbitrator chosen by a panel MERCK, one by ARCHEMIX and the third by the two so chosen. If either, or both, of three (3) persons experienced in MERCK or Portions of this Exhibit were omitted and have been filed separately with the pharmaceutical business who are independent Secretary of both Parties and conflict-freethe Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Within ARCHEMIX fails to choose an arbitrator or arbitrators within thirty (30) days after initiation receiving notice of arbitration, each Party shall select one person to act as arbitrator and commencement of arbitration or if the two Party-selected arbitrators shall select fail to choose a third arbitrator within thirty (30) days of after their appointment. If , then either or both Parties shall immediately request that the ICC select the remaining number of arbitrators selected by to be selected, which arbitrator(s) shall have the Parties are unable or fail to agree upon the third arbitratorrequisite scientific background, the third arbitrator shall be appointed by the AAAexperience and expertise. The place of arbitration shall be [********]New York, and all proceedings and communications shall be in EnglishNew York. 14.2.2 (b) Either Party may apply to the arbitrators for interim injunctive relief until the arbitration decision is rendered or the Arbitration Matter 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 Arbitration Matter Dispute pursuant to this Section 14.213.1.1. 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’ feesfees in connection with any such arbitration; provided, and that, the non-prevailing Party that does not prevail in the arbitration proceeding shall pay the arbitratorscosts 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 administrative fees such Dispute, it is the intention of arbitrationthe Parties not to use the discovery rules of the State of New York in connection with any such Dispute. 14.2.3 (c) Except to the extent necessary to confirm an award or decision or as may be required by Applicable Laws, neither a Party nor an any arbitrator may disclose the existence, content, existence or results of an any arbitration without the prior written consent of both Parties. In no event shall an any arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the Arbitration Matter Dispute would be barred by the applicable New York statute of limitations. 14.2.4 The Parties agree that, in (d) In the event of an Arbitration Matter a Dispute involving the alleged breach of this Agreement (including including, without limitation, whether a Party has satisfied its diligence obligations hereunder), (i) 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) 10.2.2 until resolution of the Arbitration Matter Dispute pursuant to this Section 14.213.1.1 and (ii) if the arbitrators render a decision that a breach of this Agreement has occurred, the arbitrators shall have no authority to modify the right of the non-breaching Party to terminate this Agreement in accordance with Section 10.2.2. 14.2.5 The Parties hereby agree that any (e) Any disputed performance or suspended performance pending the resolution of an Arbitration Matter a Dispute that the arbitrators determine to be required to be performed by a Party must shall be completed within a reasonable time period following the final decision of the arbitrators. 14.2.6 (f) The decision of the arbitrators shall be the sole, exclusive and binding remedy between the Parties hereby agree that any 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 United States dollars, 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 Arbitration Matters presented.

Full Arbitration. Unless Any dispute, controversy or claim arising between the Parties with respect to this Agreement, including any dispute, controversy or claim relating to any Excepted Decision (each, a “Dispute”), shall be resolved by binding arbitration before a panel of three (3) arbitrators in accordance with the rules of the ICC in effect at the time the proceeding is initiated; provided, that, any Dispute as to an Excepted Decision shall be resolved pursuant to Section 14.3 or 14.4 is applicable14.1.2. In any such arbitration, the following procedures shall apply: 14.2.1 (a) The arbitration shall panel will be conducted comprised of one arbitrator chosen by a panel MERCK, one by ARCHEMIX and the third by the two so chosen. If either, or both, of three (3) persons experienced in the pharmaceutical business who are independent of both Parties and conflict-free. Within MERCK or ARCHEMIX fails to choose an arbitrator or arbitrators within thirty (30) days after initiation receiving notice of arbitration, each Party shall select one person to act as arbitrator and commencement of arbitration or if the two Party-selected arbitrators shall select fail to choose a third arbitrator within thirty (30) days of after their appointment. If , then either or both Parties shall immediately request that the ICC select the remaining number of arbitrators selected by to be selected, which arbitrator(s) shall have the Parties are unable or fail to agree upon the third arbitratorrequisite scientific background, the third arbitrator shall be appointed by the AAAexperience and expertise. The place of arbitration shall be [********]New York, and all proceedings and communications shall be in EnglishNew York. 14.2.2 (b) Either Party may apply to the arbitrators for interim injunctive relief until the arbitration decision is rendered or the Arbitration Matter 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 Arbitration Matter Dispute pursuant to this Section 14.214.1.1. 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’ feesfees in connection with any such arbitration; provided, and that, the non-prevailing Party that does not prevail in the arbitration proceeding shall pay the arbitratorscosts 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 administrative fees such Dispute, it is the intention of arbitrationthe Parties not to use the discovery rules of the State of New York in connection with any such Dispute. 14.2.3 (c) Except to the extent necessary to confirm an award or decision or as may be required by Applicable Laws, neither a Party nor an any arbitrator may disclose the existence, content, existence or results of an any arbitration without the prior written consent of both Parties. In no event shall an any arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the Arbitration Matter Dispute 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 deduction. The Parties further agree that the decision of the arbitrators shall be the sole, exclusive and binding remedy between them regarding determination of Arbitration Matters presented.

Full Arbitration. Unless Section 14.3 15.7.4(b) or 14.4 15.7.4(c) is applicable, the following procedures shall apply: 14.2.1 (i) The arbitration Parties shall be conducted appoint an arbitrator by a panel mutual agreement. If the Parties cannot agree on the appointment of three (3) 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 an arbitrator within thirty (30) days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitratordemand for arbitration, the third an arbitrator shall be appointed by in accordance with the AAA. The place of arbitration shall be [********], and all proceedings and communications shall be in EnglishArbitration Rules. 14.2.2 (ii) Either Party may apply to the arbitrators arbitrator 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 14.215.7.4. The arbitrators arbitrator shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve the Dispute submitted to such arbitration in accordance with this Agreement; provided, however, that the arbitrator shall not have the power to alter, amend or otherwise affect the terms or the provisions of 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 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 the arbitration proceeding shall pay the arbitrators’ arbitrator’s fees and any administrative fees of arbitration. 14.2.3 (iv) Except to the extent necessary to confirm an award or decision or as may be required by Applicable LawsLaw, neither a Party nor an may, and the Parties shall instruct the arbitrator may 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. 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 hereunderv) 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 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 arbitrators arbitrator shall be the sole, exclusive and binding remedy between them regarding determination of the Arbitration Matters presentedpresented and the Parties hereby waive the right to contest the award in any court or other forum.

Full Arbitration. Unless Except as provided in Section 14.3 or 14.4 is applicable9.6.3, the following procedures shall apply: 14.2.1 The arbitration shall be conducted by a panel of three (3) persons experienced in the pharmaceutical business who are independent of both Parties and conflict-freeneutral with respect to the Dispute presented for arbitration. 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 thirty (30) 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 AAA. The place of arbitration shall be [********]New York, New York, and all proceedings and communications shall be in English. 14.2.2 (a) Either Party may apply to the arbitrators for interim injunctive relief until the arbitration decision award is rendered or the Arbitration Matter controversy 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 14.2arbitration award. The arbitrators shall have no authority to award punitive or any other type of damages not measured by a Party’s '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 (b) Except to the extent necessary to confirm an award or decision or as may be required by Applicable Lawslaw, 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 dispute, controversy or claim would be barred by the applicable New York statute of limitations. 14.2.4 (c) The Parties agree that, in the event of an Arbitration Matter involving a Dispute over the alleged breach nature or quality of performance under this Agreement (including whether a Party has satisfied its diligence obligations hereunder) or AstraZeneca’s failure to meet the Terminated Efforts TestAgreement, neither Party may terminate this the 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 final resolution of the Arbitration Matter Dispute through arbitration or other judicial determination. The Parties further agree that any payments made pursuant to this Section 14.2Agreement pending resolution of the Dispute shall be refunded if an arbitrator or court determines that such payments are not due. 14.2.5 (d) The Parties hereby agree that any disputed performance or suspended performance performances pending the resolution of an Arbitration Matter the arbitration that the arbitrators determine arbitrator determines to be required to be performed by a Party must be completed within a reasonable time period following the final decision of the arbitratorsarbitrator. 14.2.6 (e) The Parties hereby agree that any monetary payment to be made by a Party pursuant to a decision of the arbitrators arbitrator shall be made in United States dollars, free of any tax or other deduction. The Parties further agree that the decision of the arbitrators arbitrator shall be the sole, exclusive and binding remedy between them regarding determination of Arbitration Matters presentedthe matters presented to the arbitrator.

Full Arbitration. Unless If the Parties are unable to resolve the dispute following the procedure set forth in Section 14.3 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 14.4 is applicablehereafter 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: 14.2.1 The arbitration shall be conducted by a panel of three (3a) persons experienced in the pharmaceutical business who are independent of both Parties and conflict-free. Within thirty (30) days after initiation of arbitration, each Each Party shall select one person to act as arbitrator and the two Party-selected arbitrators shall select a third arbitrator within thirty ten (3010) 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 AAAICC. (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 place 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 shall 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 all proceedings the arbitrator will be authorized to determine the identity of the prevailing Party and communications shall be in Englishthe losing Party. 14.2.2 Either Party may apply to (e) The panel of the arbitrators for interim injunctive relief until chosen in accordance with these provisions will not have the power to alter, amend or otherwise affect the terms of these 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 provisions 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 provisions contained in the arbitration proceeding shall pay the arbitrators’ fees and any administrative fees of arbitrationthis Agreement. 14.2.3 Except to the extent necessary to confirm an award or decision or as may be required by Applicable Laws, 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 deduction. The Parties further agree that the decision of the arbitrators shall be the sole, exclusive and binding remedy between them regarding determination of Arbitration Matters presented.

Full Arbitration. Unless If the Parties are unable to resolve the dispute following the procedure set forth in Section 14.3 or 14.4 is applicable12.2, then the following procedures shall apply: 14.2.1 The dispute for arbitration shall be conducted referred to and finally resolved by a panel of arbitration in 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 (the “HKIAC Rules”) in force when the Arbitration Notice is submitted. There shall be three (3) persons experienced in the pharmaceutical business who are independent of both Parties and conflict-free. Within thirty arbitrators. (30b) days after initiation of arbitration, each Each Party shall select one person to act as arbitrator and the two Party-selected arbitrators shall select a third arbitrator within thirty ten (3010) 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 AAAHKIAC. (c) 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. (d) No discovery other than an exchange of relevant documents may occur in any arbitration commenced under the provisions of this Article 12. The place of arbitration Parties agree to act in good faith to promptly exchange relevant documents. (e) 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 all proceedings and communications shall be in English. 14.2.2 Either 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 arbitrators for interim dispute shall be entitled to seek preliminary injunctive relief until the arbitration decision is rendered or the Arbitration Matter is otherwise resolved. Either Party also mayrelief, without waiving any right or remedy under this Agreementif possible, seek from any court having of competent jurisdiction any injunctive or provisional relief necessary to protect pending the rights or property of that Party pending resolution constitution of the Arbitration Matter pursuant arbitral tribunal. (i) The Parties will each pay fifty percent (50%) of the initial compensation to this Section 14.2. 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. (j) The panel of the arbitrators shall chosen in accordance with these provisions will not have no authority the power to award punitive alter, amend or otherwise affect the terms of these arbitration provisions 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 provisions contained in the arbitration proceeding shall pay the arbitrators’ fees and any administrative fees of arbitrationthis Agreement. 14.2.3 Except to the extent necessary to confirm an award or decision or as may be required by Applicable Laws, 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 deduction. The Parties further agree that the decision of the arbitrators shall be the sole, exclusive and binding remedy between them regarding determination of Arbitration Matters presented.

Full Arbitration. Unless Section 14.3 or 14.4 14.5(c)(ii) is applicableinvoked for an expedited arbitration, the following procedures shall apply: 14.2.1 (1) The arbitration Parties shall be conducted appoint an arbitrator by a panel of three (3) 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 thirty (30) days of their appointmentmutual agreement. If the arbitrators selected by Parties cannot agree on the Parties are unable or fail to agree upon appointment of an arbitrator within [ * ] of the third arbitratordemand for arbitration, the third an arbitrator shall be appointed by in accordance with the AAAArbitration Rules. The place of arbitration shall be [********], * Material has been omitted and all proceedings and communications shall be in Englishfiled separately with the Commission. 14.2.2 (2) Either Party may apply to the arbitrators arbitrator for interim injunctive relief until the arbitration decision is rendered or the Arbitration Matter 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 arbitration matter pursuant to this Section 14.214.5(c)(i). The arbitrators arbitrator shall have no the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve the dispute submitted to arbitration; provided, however, that the arbitrator shall not have the power to alter, amend, or otherwise affect the terms or provisions of this Agreement. Judgment upon any award punitive or rendered pursuant to this Section may be entered by any court having jurisdiction over the Parties’ other type of damages not measured by a Party’s compensatory damages. 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 arbitrators’ arbitrator’s fees and any administrative fees of arbitration. 14.2.3 (4) Except to the extent necessary to confirm an award or decision or as may be required by Applicable Lawsapplicable Law, neither a Party nor an may, and the Parties shall instruct the arbitrator may 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 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 hereunder5) 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 arbitrator shall be made in United States dollarsDollars, free of any tax or other deduction. The Parties further agree that the decision of the arbitrators arbitrator shall be the sole, exclusive and binding remedy between them regarding determination of Arbitration Matters presentedthe arbitration matters presented and the Parties hereby waive the right to contest the award in any court or other forum.

Full Arbitration. Unless Any dispute, controversy or claim arising between the Parties with respect to this Agreement, including any dispute, controversy or claim relating to any Unanimous Decision (each, a “Dispute”), shall be resolved by binding arbitration before a panel of three (3) arbitrators in accordance with the rules of the AAA in effect at the time the proceeding is initiated; provided, that, any Dispute as to a Unanimous Decision shall be resolved pursuant to Section 14.3 or 14.4 is applicable13.1.2. In any such arbitration, the following procedures shall apply: 14.2.1 (a) The arbitration shall panel will be conducted comprised of one arbitrator chosen by a panel DS, one by ARQULE and the third by the two so chosen. If either, or both, of three (3) persons experienced in the pharmaceutical business who are independent of both Parties and conflict-free. Within DS or ARQULE fails to choose an arbitrator or arbitrators within thirty (30) days after initiation receiving notice of arbitration, each Party shall select one person to act as arbitrator and commencement of arbitration or if the two Party-selected arbitrators shall select fail to choose a third arbitrator within thirty (30) days of after their appointment. If , then either or both Parties shall immediately request that the ICC select the remaining number of arbitrators selected by to be selected, which arbitrator(s) shall have the Parties are unable or fail to agree upon the third arbitratorrequisite scientific background, the third arbitrator shall be appointed by the AAAexperience and expertise. The place of arbitration shall be [********]Boston, and all proceedings and communications shall be in EnglishMassachusetts. 14.2.2 (b) Either Party may apply to the arbitrators for interim injunctive relief until the arbitration decision is rendered or the Arbitration Matter 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 Arbitration Matter Dispute pursuant to this Section 14.213.1.1. 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’ feesfees in connection with any such arbitration; provided, and that, the non-prevailing Party that does not prevail in the arbitration proceeding shall pay the arbitratorscosts 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 administrative fees such Dispute, it is the intention of arbitrationthe Parties not to use the discovery rules of the Commonwealth of Massachusetts in connection with any such Dispute. 14.2.3 (c) Except to the extent necessary to confirm an award or decision or as may be required by Applicable Laws, neither a Party nor an any arbitrator may disclose the existence, content, existence or results of an any arbitration without the prior written consent of both Parties. In no event shall an any arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the Arbitration Matter Dispute would be barred by the applicable New York Massachusetts statute of limitations. 14.2.4 The Parties agree that, in (d) In the event of an Arbitration Matter a Dispute involving the alleged breach of this Agreement (including including, without limitation, whether a Party has satisfied its diligence obligations hereunder), (i) 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) 10.2.2 until resolution of the Arbitration Matter Dispute pursuant to this Section 14.213.1.1 and (ii) if the arbitrators render a decision that a breach of this Agreement has occurred, the arbitrators shall have no authority to modify the right of the non-breaching Party to terminate this Agreement in accordance with Section 10.2.2. 14.2.5 The Parties hereby agree that any (e) Any disputed performance or suspended performance pending the resolution of an Arbitration Matter a Dispute that the arbitrators determine to be required to be performed by a Party must shall be completed within a reasonable time period following the final decision of the arbitrators. 14.2.6 (f) The decision of the arbitrators shall be the sole, exclusive and binding remedy between the Parties hereby agree that any 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 United States dollars, 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 Arbitration Matters presented.

Full Arbitration. Unless Section 14.3 or 14.4 15.7.2(b) is applicable, the following procedures shall apply: 14.2.1 (i) The arbitration Parties shall be conducted appoint an arbitral panel by a mutual agreement. If the Parties cannot agree on the appointment of an arbitral panel of three (3) 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 thirty (30) days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitratordemand for arbitration, the third an arbitrator shall be appointed by in accordance with the AAA. The place of arbitration shall be [********], and all proceedings and communications shall be in EnglishArbitration Rules. 14.2.2 (ii) Either Party may apply to the arbitrators arbitrator 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 14.215.7.2. The arbitrators arbitrator shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve the Dispute submitted to such arbitration in accordance with this Agreement; provided, however, that the arbitrator shall not have the power to alter or amend the terms or the provisions of this Agreement. Confirmation of, or judgment upon any award rendered pursuant to this Section may be entered by any court of competent jurisdiction. The arbitrator shall have no authority to award punitive or any other type of damages not measured by a Party’s compensatory damages. excluded under Section 13.7. (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’ arbitrator’s fees and any administrative fees of arbitration. 14.2.3 (iv) Except to the extent necessary to confirm or obtain judgment on an award or decision or as may be required by Applicable LawsLaw, neither a Party nor an may, and the Parties shall instruct the arbitrator may 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. 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 hereunderv) 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 arbitrator shall be made in United States dollars, free of any tax or other deduction. The Parties further agree that the decision of the arbitrators arbitrator shall be the sole, exclusive and binding remedy between them regarding determination of the Arbitration Matters presented.

Full Arbitration. Unless If the Parties are unable to resolve the dispute following the procedure set forth in Section 14.3 or 14.4 is applicable12.2, then the following procedures shall apply: 14.2.1 The dispute for arbitration shall be conducted referred to and finally resolved by a panel of arbitration in 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 (the “HKIAC Rules”) in force when the Arbitration Notice is submitted. There shall be three (3) persons experienced in the pharmaceutical business who are independent of both Parties and conflict-free. Within thirty arbitrators. (30b) days after initiation of arbitration, each Each Party shall select one person to act as arbitrator and the two Party-selected arbitrators shall select a third arbitrator within thirty ten (3010) 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 AAAHKIAC. (c) 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. (d) No discovery other than an exchange of relevant documents may occur in any arbitration commenced under the provisions of this Article 12. The place of arbitration Parties agree to act in good faith to promptly exchange relevant documents. (e) 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 all proceedings and communications shall be in English. 14.2.2 Either 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 arbitrators for interim dispute shall be entitled to seek preliminary injunctive relief until the arbitration decision is rendered or the Arbitration Matter is otherwise resolved. Either Party also mayrelief, without waiving any right or remedy under this Agreementif possible, seek from any court having of competent jurisdiction any injunctive or provisional relief necessary to protect pending the rights or property of that Party pending resolution constitution of the Arbitration Matter pursuant arbitral tribunal. (i) The Parties will each pay fifty percent (50%) of the initial compensation to this Section 14.2. 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. (j) The panel of the arbitrators shall chosen in accordance with these provisions will not have no authority the power to award punitive alter, amend or otherwise affect the terms of these arbitration provisions 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 provisions contained in the arbitration proceeding shall pay the arbitrators’ fees and any administrative fees of arbitrationthis Agreement. 14.2.3 Except to the extent necessary to confirm an award or decision or as may be required by Applicable Laws, 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 deduction. The Parties further agree that the decision of the arbitrators shall be the sole, exclusive and binding remedy between them regarding determination of Arbitration Matters presented.

Full Arbitration. Unless Section 14.3 or 14.4 14.6.2(b) is applicable, the following procedures shall apply: 14.2.1 (i) The arbitration Parties shall be conducted appoint three arbitrators by a panel mutual agreement. If the Parties cannot agree on the appointment of three (3) 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 or more arbitrators shall select a third arbitrator within thirty (30) days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitratordemand for arbitration, the third arbitrator such arbitrator(s) shall be appointed by in accordance with the AAA. The place of arbitration shall be [********], and all proceedings and communications shall be in EnglishArbitration Rules. 14.2.2 (ii) 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 14.214.6.2. The arbitrators shall have no the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve the Dispute submitted to such arbitration in accordance with this Agreement; provided, however, that the arbitrators shall not have the power to alter, amend or otherwise affect the terms or the provisions of this Agreement. Judgment upon any award punitive or rendered pursuant to this Section may be entered by any court having jurisdiction over the Parties’ other type of damages not measured by a Party’s compensatory damages. 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. 14.2.3 (iv) Except to the extent necessary to confirm an award or decision or as may be required by Applicable LawsLaw, neither a Party nor an arbitrator may 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. 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 hereunderv) 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 dollarsEuros, 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 presentedpresented and the Parties hereby waive the right to contest the award in any court or other forum.