Common use of Baseball Arbitration Clause in Contracts

Baseball Arbitration. This Section 13.10 (Baseball Arbitration) shall apply to disputes arising under Section 12.3(b) (Effect of Termination) to be resolved by baseball arbitration and in connection with the calculation of Net Sales for Combination Products. Baseball arbitration will be conducted by one (1) arbitrator who shall be reasonably acceptable to the Parties and who shall be appointed in accordance with the JAMS Rules. If the Parties are unable to select an arbitrator within [***], then the arbitrator shall be appointed in accordance with the JAMS Rules. Any arbitrator chosen under this Section 13.10 (Baseball Arbitration) shall have significant legal or business experience in the pharmaceutical industry, and shall not be a current or former employee or director, or a current significant shareholder, of either Party or any of their respective Affiliates or any Sublicensee. Within [***] after the selection of the arbitrator, each Party shall submit to the arbitrator and the other Party a proposed resolution of the dispute that is the subject of the arbitration, together with any relevant evidence in support thereof (the “Proposals”). Within [***] after the delivery of the last Proposal to the arbitrator, each Party may submit a written rebuttal of the other Party’s Proposal and may also amend and re-submit its original Proposal. The Parties and the arbitrator shall meet within [***] after the Parties have submitted their final Proposals (and rebuttals, if any), at which time each Party shall have one (1) hour to argue in support of its Proposal. The Parties shall not have the right to call any witnesses in support of their arguments, nor compel any production of documents or take any discovery from the other Party in preparation for the meeting. Within [***] after such meeting, the arbitrator shall select one of the final Proposals so submitted by one of the Parties as the resolution of the dispute, but may not alter the terms of either final Proposal and may not resolve the dispute in a manner other than by selection of one of the submitted final Proposals. If a Party fails to submit a Proposal within the initial [***] time frame set forth above, the arbitrator shall select the Proposal of the other Party as the resolution of the dispute. [***].

Baseball Arbitration. This Section 13.10 (Baseball Arbitration12.2(b) shall apply to disputes arising Disputes identified under Section 12.3(bSections 2.4(e) (Effect of Terminationand 2.5(c)(i) as to be resolved by baseball arbitration and in connection with the calculation of Net Sales for Combination Productsarbitration. Baseball arbitration will be conducted by one (1) arbitrator who shall be reasonably acceptable to the Parties and who shall be appointed in accordance with the JAMS Rules. If the Parties are unable to select an arbitrator within [***]ten (10) days, then the arbitrator shall be appointed in accordance with the JAMS Rules. Any arbitrator chosen under this Section 13.10 (Baseball Arbitration) hereunder shall have significant legal or business educational training and industry experience in sufficient to demonstrate a reasonable level of scientific, financial, medical and industry knowledge relevant to the pharmaceutical industry, and shall not be a current or former employee or director, or a current significant shareholder, of either Party or any of their respective Affiliates or any SublicenseeDispute. Within [***] twenty (20) days after the selection of the arbitrator, each Party shall submit to the arbitrator and the other Party a proposed resolution of the dispute Dispute that is the subject of the arbitration, together with any relevant evidence in support thereof (the “Proposals”). Within [***] fifteen (15) days after the delivery of the last Proposal to the arbitrator, each Party may submit a written rebuttal of the other Party’s Proposal and may also amend and re-submit its original Proposal. The Parties and the arbitrator shall meet within [***] fifteen (15) days after the Parties have submitted their final Proposals (and rebuttals, if any), at which time each Party shall have one (1) hour to argue in support of its Proposal. The Parties shall not have the right to call any witnesses in support of their arguments, nor compel any production of documents or take any discovery from the other Party in preparation for the meeting. Within [***] thirty (30) days after such meeting, the arbitrator shall select one of the final Proposals so submitted by one of the Parties as the resolution of the disputeDispute, but may not alter the terms of either final Proposal and may not resolve the dispute Dispute in a manner other than by selection of one of the submitted final Proposals. If a Party fails to submit a Proposal within the initial [***] twenty (20)-day time frame set forth above, the arbitrator shall select the Proposal of the other Party as the resolution of the dispute. [***]Dispute.

Baseball Arbitration. This Section 13.10 14.10 (Baseball Arbitration) shall apply to disputes arising under Section 12.3(b13.3(b) (Effect of Termination) to be resolved by baseball arbitration and in connection with the calculation of Net Sales for Combination Productsarbitration. Baseball arbitration will be conducted by one (1) arbitrator who shall be reasonably acceptable to the Parties and who shall be appointed in accordance with the JAMS Rules. If the Parties are unable to select an arbitrator within [***]*, then the arbitrator shall be appointed in accordance with the JAMS Rules. Any arbitrator chosen under this Section 13.10 14.10 (Baseball Arbitration) shall have significant legal or business experience in the pharmaceutical industry, and shall not be a current or former employee or director, or a current significant shareholder, or former shareholder of either Party or any of their respective Affiliates or any Sublicensee. Within [***] * after the selection of the arbitrator, each Party shall submit to the arbitrator and the other Party a proposed resolution of the dispute that is the subject of the arbitration, together with any relevant evidence in support thereof (the “Proposals”). Within [***] * after the delivery of the last Proposal to the arbitrator, each Party may submit a written rebuttal of the other Party’s Proposal and may also amend and re-submit its original Proposal. The Parties and the arbitrator shall meet within [***] * after the Parties have submitted their final Proposals (and rebuttals, if any), at which time each Party shall have one (1) hour to argue in support of its Proposal. The Parties shall not have the right to call any witnesses in support of their arguments, nor compel any production of documents or take any discovery from the other Party in preparation for the meeting. Within [71 ***] * after such meeting, the arbitrator shall select one of the final Proposals so submitted by one of the Parties as the resolution of the dispute, but may not alter the terms of either final Proposal and may not resolve the dispute in a manner other than by selection of one of the submitted final Proposals. If a Party fails to submit a Proposal within the initial [***] * time frame set forth above, the arbitrator shall select the Proposal of the other Party as the resolution of the dispute. [***].

Baseball Arbitration. This Section 13.10 (Baseball Arbitration) shall apply 15.11 applies to disputes Disputes arising under Section 12.3(b) (Effect of Termination14.5(c) to be resolved by baseball arbitration and in connection with the calculation of Net Sales for Combination Productsarbitration. Baseball arbitration will be conducted by one (1) [***]arbitrator who shall be reasonably acceptable to the Parties and who shall be appointed in accordance with the JAMS Rules. If the Parties are unable to select an arbitrator within [***]] following notice from either Party that it elects to resolve a Dispute through baseball arbitration under the terms of this Section 15.11, then the arbitrator shall will be appointed in accordance with the JAMS Rules. Any arbitrator chosen under this Section 13.10 (Baseball Arbitration) shall have significant legal or business experience in the pharmaceutical industry, and shall not be a current or former employee or director, or a current significant shareholder, of either Party or any of their respective Affiliates or any Sublicensee. Within [***] after the selection of the arbitrator, each Party shall submit to the arbitrator and to the other Party a proposed resolution of the dispute Dispute that is the subject of the arbitration, together with any relevant evidence in support thereof (the “Proposals”). The Parties shall meet and confer on the amount and type of evidence that may be submitted to the arbitrator but, if the Parties are unable to agree, the arbitrator shall decide. Within [***] after the delivery of the last Proposal to the arbitrator, each Party may submit a written rebuttal of the other Party’s Proposal and may also amend and re-submit its original Proposal. The Parties and the arbitrator shall meet within [***] after the Parties have submitted their final Proposals (and rebuttals, if any), at which time each Party shall have one (1) hour [***] to argue in support of its Proposal. The Parties shall may not have the right to call any witnesses in support of their arguments, nor compel any production of documents or take any discovery from the other Party in preparation for the meetinghearing; provided, that a Party may take such actions in preparation for its submission of evidence. Within [***] after such meetinghearing, the arbitrator shall select one of the final Proposals so submitted by one of the Parties as the resolution of the disputeDispute, but may not alter the terms of either final Proposal and may not resolve the dispute Dispute in a manner other than by selection of one of the submitted final Proposals. The Parties agree that if the final award is rendered after this time period expires, it shall not be a basis for vacatur or grounds to resist enforcement of the award. If a Party fails to submit a Proposal within the initial [***] time frame set forth above, the arbitrator shall select the Proposal of the other Party as the resolution of the dispute. [***]Dispute.

Baseball Arbitration. This Section 13.10 (Baseball Arbitration) shall apply to disputes All Disputes arising under Section 12.3(b[***], shall be determined by arbitration administered by the International Centre for Dispute Resolution (the “ICDR”) (Effect of Termination) to be resolved by baseball arbitration in accordance with its International Arbitration Rules and in connection with the calculation of Net Sales for Combination ProductsFinal Offer Supplementary Arbitration Rules, as modified herein. Baseball arbitration will shall be conducted by one (1) arbitrator who shall be reasonably acceptable to selected jointly by the Parties and who shall be appointed in accordance with the JAMS RulesParties. If the Parties are unable to select an arbitrator within [***]] after commencement of the arbitration, then the arbitrator shall be appointed by the ICDR in accordance with the JAMS its Rules. Any arbitrator chosen under this Section 13.10 (Baseball Arbitration) hereunder shall have significant legal or business educational training and industry experience in sufficient to demonstrate a reasonable level of scientific, financial, medical and industry knowledge relevant to the pharmaceutical industry, and shall not be a current or former employee or director, or a current significant shareholder, of either Party or any of their respective Affiliates or any SublicenseeDispute. Within [***] after commencement of the selection arbitration, the responding party shall submit its written Answer to the Notice of Arbitration. Within [***] after appointment of the arbitrator, each Party shall submit to the arbitrator and the other Party a proposed resolution of the dispute Dispute that is the subject of the arbitration, together with any relevant evidence in support thereof (collectively, the “Proposals”). Within [***] after the delivery of the last Proposal to the arbitrator, each Party may submit a written rebuttal of the other Party’s Proposal and may also amend and re-submit its original Proposal. The Parties and the arbitrator shall meet within [***] after the Parties have submitted their final Proposals (and rebuttals, if any), at which time each Party shall have one (1) hour [***] to argue in support of its Proposal. The Parties shall may not have the right to call any witnesses in support of their arguments, nor compel any production of documents or take any discovery from the other Party in preparation for the meetinghearing. Within [***] after such meetinghearing, the arbitrator shall select one of the final Proposals so submitted by one of the Parties as the resolution of the disputeDispute, but may not alter the terms of either final Proposal and may not resolve the dispute Dispute in a manner other than by selection of one of the submitted final Proposals. If a Party fails to submit a Proposal within the initial [***] time frame set forth above, the arbitrator shall will select the Proposal of the other Party as the resolution of the disputeDispute. [***]The place of arbitration shall be New York City, New York; the language of the arbitration shall be English; and judgment on the award may be entered in any court of competent jurisdiction.

Baseball Arbitration. This Section 13.10 13.12 (Baseball Arbitration) shall apply to disputes arising under Section 12.3(b) (Effect of Termination) to be resolved by baseball arbitration and in connection with the calculation of Net Sales for Combination Productsarbitration. Baseball arbitration will be conducted by one (1) arbitrator who shall be reasonably acceptable to the Parties and who shall be appointed in accordance with the JAMS Rules[***]. If the Parties are unable to select an arbitrator within [***], ] then the arbitrator shall be appointed in accordance with the JAMS Rules[***]. Any arbitrator chosen under this Section 13.10 13.12 (Baseball Arbitration) shall have significant legal or business experience in the pharmaceutical industry, and shall not be a current or former employee or director, or a current significant shareholder, of either Party or any of their respective Affiliates or any Sublicensee. Within [***] after the selection of the arbitrator, each Party shall submit to the arbitrator and the other Party a proposed resolution of the dispute that is the subject of the arbitration, together with any relevant evidence in support thereof (the “Proposals”). Within [***] after the delivery of the last Proposal to the arbitrator, each Party may submit a written rebuttal of the other Party’s Proposal and may also amend and re-submit its original Proposal. The Parties and the arbitrator shall meet within [***] after the Parties have submitted their final Proposals (and rebuttals, if any), at which time each Party shall have one (1) hour to argue in support of its Proposal. The Parties shall not have the right to call any witnesses in support of their arguments, nor compel any production of documents or take any discovery from the other Party in preparation for the meeting. Within [***] after such meeting, the arbitrator shall select one of the final Proposals so submitted by one of the Parties as the resolution of the dispute, but may not alter the terms of either final Proposal and may not resolve the dispute in a manner other than by selection of one of the submitted final Proposals. If a Party fails to submit a Proposal within the initial [***] time frame set forth above, the arbitrator shall select the Proposal of the other Party as the resolution of the dispute. [***].

Baseball Arbitration. This Section 13.10 14.10 (Baseball Arbitration) shall apply to disputes arising under Section 12.3(b13.3(b) (Effect of Termination) to be resolved by baseball arbitration and in connection with the calculation of Net Sales for Combination Productsarbitration. Baseball arbitration will be conducted by one (1) arbitrator who shall be reasonably acceptable to the Parties and who shall be appointed in accordance with the JAMS Rules. If the Parties are unable to select an arbitrator within [***], then the arbitrator shall be appointed in accordance with the JAMS Rules. Any arbitrator chosen under this Section 13.10 14.10 (Baseball Arbitration) shall have significant legal or business experience in the pharmaceutical industry, and shall not be a current or former employee or director, or a current significant shareholder, or former shareholder of either Party or any of their respective Affiliates or any Sublicensee. Within [***] after the selection of the arbitrator, each Party shall submit to the arbitrator and the other Party a proposed resolution of the dispute that is the subject of the arbitration, together with any relevant evidence in support thereof (the “Proposals”). Within [***] after the delivery of the last Proposal to the arbitrator, each Party may submit a written rebuttal of the other Party’s Proposal and may also amend and re-submit its original Proposal. The Parties and the arbitrator shall meet within [***] after the Parties have submitted their final Proposals (and rebuttals, if any), at which time each Party shall have one (1) hour to argue in support of its Proposal. The Parties shall not have the right to call any witnesses in support of their arguments, nor compel any production of documents or take any discovery from the other Party in preparation for the meeting. Within [***] after such meeting, the arbitrator shall select one of the final Proposals so submitted by one of the Parties as the resolution of the dispute, but may not alter the terms of either final Proposal and may not resolve the dispute in a manner other than by selection of one of the submitted final Proposals. If a Party fails to submit a Proposal within the initial [***] time frame set forth above, the arbitrator shall select the Proposal of the other Party as the resolution of the dispute. [***].

Baseball Arbitration. This Subject to Section 13.10 (Baseball Arbitration) 14.1(a), any Disputes over any amounts [***], disputes over matters set forth in Sections 4.2(b)(iii), 4.2(b)(iv), 4.2(b)(v), or 8.5(c)(i), Reversion Disputes and Transition Disputes shall apply be submitted to disputes arising under and finally resolved by the following provisions in this Section 12.3(b14.1(c) (Effect the “baseball-style” arbitration). The Parties shall [***] designate in writing a single mutually acceptable arbitrator experienced in the licensing, development, and commercialization of Termination) to be resolved by baseball arbitration and in connection with the calculation pharmaceutical products, who is independent of Net Sales for Combination Products. Baseball arbitration will be conducted by one each Party (1) arbitrator who shall be reasonably acceptable to the Parties i.e., not a current or former employee, consultant, officer, or director or current stockholder of either Party or their respective Affiliates and who shall be appointed in accordance does not otherwise have any current or previous business relationship with the JAMS Ruleseither Party or their respective Affiliates). If the Parties are unable to select cannot agree on an arbitrator within [***]] after referral of such matter, then the arbitrator shall be appointed selected in accordance with the JAMS Rules. Any arbitrator chosen under The arbitration shall be conducted in accordance with the Rules to the extent consistent with this Section 13.10 14.1(c). Within [***] of the arbitrator’s appointment, each Party shall prepare and deliver to both the arbitrator and the other Party its last, best offer for the applicable unresolved terms and a memorandum in support thereof. The Parties shall also provide the arbitrator with a copy of the relevant provisions of this Agreement. Each Party may submit to the arbitrator (Baseball Arbitrationwith a copy to the other Party) shall a rebuttal to the other Party’s support memorandum and will at such time have significant legal or business experience the opportunity to amend its last such offer based on any new information contained in the pharmaceutical industry, and shall not be a current or former employee or director, or a current significant shareholder, of either Party or any of their respective Affiliates or any Sublicenseeother Party’s support memorandum. Within [***] after the selection of the arbitrator, each Party shall submit to the arbitrator and the other Party a proposed resolution of the dispute that is the subject of the arbitration, together with any relevant evidence in support thereof (the “Proposals”). Within [***] after the delivery of the last Proposal to the arbitrator, each Party may submit a written rebuttal of the other Party’s Proposal and may also amend and re-submit its original Proposal. The Parties and the arbitrator shall meet within [***] after the Parties have submitted their final Proposals (and rebuttals, if any), at which time each Party shall have one (1) hour to argue in support of its Proposal. The Parties shall not have the right to call any witnesses in support of their arguments, nor compel any production of documents or take any discovery from the other Party in preparation for the meeting. Within [***] after such meetingappointment, the arbitrator shall will select one of from the final Proposals so submitted two (2) proposals provided by one the Parties the proposal such arbitrator believes is the most consistent with the intent of the Parties as when this Agreement was entered into; provided, however, the resolution arbitrator may not select any compromise or combination of the dispute, but two (2) proposals and may not alter the terms of either final Proposal and may not resolve the dispute in a manner other than by selection this Agreement. The decision of one of the submitted final Proposals. If a Party fails to submit a Proposal within the initial [***] time frame set forth above, the arbitrator shall select be final and binding on the Proposal Parties. The foregoing “baseball-style” arbitration shall be the exclusive remedy of either Party if the other Party as the resolution of the dispute. Parties cannot agree on any Disputes over any amounts [***]., disputes over matters set forth in Sections 4.2(b)(iii), 4.2(b)(iv), 4.2(b)(v), or 8.5(c)(i),