Special Arbitration. Any Arbitration Dispute will be finally settled by binding arbitration in accordance with the procedures set forth in this Section 11.7.2 and the Commercial Arbitration Rules of the AAA then in effect, by three (3) arbitrators, one of whom will be designated by each Party (and will be required to have commercial experience in the licensing of biopharmaceutical technologies) and the third of whom will be designated by the two so designated (such panel, the “Arbitrators”). The arbitration shall be conducted in English CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. and held in Boston, Massachusetts. Each Party will prepare and submit a written summary of such Party’s position and any relevant evidence in support thereof to the Arbitrators within [***] days of selection of the Arbitrators. Upon receipt of such summaries from both Parties, the Arbitrators will provide copies of the same to the other Party. The Arbitrators will be authorized to solicit briefing or other submissions on particular questions. Within [***] days of the delivery of such summaries by the Arbitrators, each Party will submit a written rebuttal of the other Party’s summary and may also amend and re-submit its original summary. Oral presentations will not be permitted unless otherwise requested by the Arbitrators. The Arbitrators will make a final decision with respect to the Arbitration Dispute within [***] days following receipt of the last of such rebuttal statements submitted by the Parties. In the case of an Arbitration Dispute arising under Section 4.5, the Arbitrators will make a determination of the relative value to be attributed to a Sublicense of the Licensed Patent Rights as part of an overall sublicense agreement, which determination shall be fair and reasonable to the Parties in light of the totality of the circumstances (without taking into account the sublicense income rates set forth in Section 4.5.1) and shall comply with the terms of this Agreement. In the case of an Arbitration Dispute arising under Section 4.4.2, the Arbitrators will make a determination of the credit against the Royalties due to Broad for Licensed Products under Section 4.4.1 of this Agreement that Company may take on account of the amounts actually paid by Company to a Third Party, which determination shall be fair and reasonable to the Parties in light of the totality of the circumstances (without altering the percentage of such Third Party payments for which Company may take a credit as set forth in Section 4.4.1) and shall comply with the terms of this Agreement. The Arbitrators will provide the Parties with a written statement setting forth the basis of the determination in connection therewith. Each Party shall bear its own attorneys’ fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrators. The decision of the Arbitrators shall be final and may be entered in and enforced by any court of competent jurisdiction. Notwithstanding anything in this Agreement to the contrary, a Party may seek a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss, or damage on a provisional basis, pending the award of the Arbitrators on the ultimate merits of any Arbitration Dispute. All proceedings and decisions of the Arbitrators shall be deemed Confidential Information of each of the Parties, and shall be subject to Section 11.1.
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Samples: License Agreement (Neon Therapeutics, Inc.), License Agreement (Neon Therapeutics, Inc.), License Agreement (Neon Therapeutics, Inc.)
Special Arbitration. Any Arbitration Dispute will be finally settled by binding arbitration in accordance with the procedures set forth in this Section 11.7.2 and the Commercial Arbitration Rules of the AAA then in effect, by three (3) arbitrators, one of whom will be designated by each Party (and will be required to have commercial experience in the licensing of biopharmaceutical technologies) and the third of whom will be designated by the two so designated (such panel, the “Arbitrators”). The arbitration shall be conducted in English CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. and held in Boston, Massachusetts. Each Party will prepare and submit a written summary of such Party’s position and any relevant evidence in support thereof to the Arbitrators within [***] days of selection of the Arbitrators. Upon receipt of such summaries from both Parties, the Arbitrators will provide copies of the same to the other Party. The Arbitrators will be authorized to solicit briefing or other submissions on particular questions. Within [***] days of the delivery of such summaries by the Arbitrators, each Party will submit a written rebuttal of the other Party’s summary and may also amend and re-submit its original summary. Oral presentations will not be permitted unless otherwise requested by the Arbitrators. The Arbitrators will make a final decision with respect to the Arbitration Dispute within [***] days following receipt of the last of such rebuttal statements submitted by the Parties. In the case of an Arbitration Dispute arising under Section 4.5, the Arbitrators will make a determination of the relative value to be attributed to a Sublicense of the Licensed Patent Rights as part of an overall sublicense agreement, which determination shall be fair and reasonable to the Parties in light of the totality of the circumstances (without taking into account the sublicense income rates set forth in Section 4.5.1) and shall comply with the terms of this Agreement. In the case of an Arbitration Dispute arising under Section 4.4.2, the Arbitrators will make a determination of the credit against the Royalties due to Broad for Licensed Products under Section 4.4.1 of this Agreement that Company may take on account of the amounts actually paid by Company to a Third Party, which determination shall be fair and reasonable to the Parties in light of the totality of the circumstances (without altering the percentage of such Third Party payments for which Company may take a credit as set forth in Section 4.4.1) and shall comply with the terms of this Agreement. The Arbitrators will provide the Parties with a written statement setting forth the basis of the determination in connection therewith. Each Party shall bear its own attorneys’ fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrators. The decision of the Arbitrators shall be final and may be entered in and enforced by any court of competent jurisdiction. Notwithstanding anything in this Agreement to the contrary, a Party may seek a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss, or damage on a provisional basis, pending the award of the Arbitrators on the ultimate merits of any Arbitration Dispute. All proceedings and decisions of the Arbitrators shall be deemed Confidential Information of each of the Parties, and shall be subject to Section 11.1.
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