Common use of Baseball Arbitration Clause in Contracts

Baseball Arbitration. (a) Any dispute that the Parties are unable to resolve pursuant to Section 14.2(g)(ii) or Section 2.9(d) shall be submitted to a Third Party expert (a “Third Party Expert”) mutually acceptable to the Parties having relevant expertise with respect to the dispute and who has not had any material business relationship with either Party in the [***] prior to appointment. The Parties shall use reasonable efforts to mutually agree on the Third Party Expert within [***] after either Party designates the dispute for mediation and arbitration; provided that, if the Parties cannot agree on a Third Party Expert within [***], each Party shall nominate [***], and the [***], and such Third Party expert shall be the Third Party Expert for purpose of this Section 15.4 (Baseball Arbitration). The Third Party Expert shall initially attempt to resolve the dispute through non-binding mediation. If the Third Party Expert is unable to resolve the dispute through non-binding mediation within [***], the dispute will be resolved through Section 15.4(b). (b) Within [***] of completion of non-binding mediation, each Party will deliver to both the Third Party Expert and the other Party a detailed written proposal setting forth its proposed terms for the resolution of the dispute (the “Proposed Terms”) and a memorandum (the “Support Memorandum”) in support thereof, not exceeding [***] pages in length. The Parties will also provide the Third Party Expert with a copy of this Agreement, as amended through such date. Within [***] after receipt of the other Party’s Proposed Terms and Support Memorandum, each Party may submit to the Third Party Expert (with a copy to the other Party) a response to the other Party’s Proposed Terms and Support Memorandum, such response not exceeding [***] pages in length. Neither Party may have any other communications (either written or oral) with the Third Party Expert; provided that the Third Party Expert may, in its discretion, convene a hearing to ask questions of the Parties and hear oral argument arid discussion regarding each Party’s Proposed Terms and Support Memorandum, at which time each Party shall have an agreed upon time to argue and present witnesses in support of its Proposed Terms. (c) Within [***] after the Third Party Expert is appointed, the Third Party Expert shall select one of the two Proposed Terms (without modification) provided by the Parties which most closely reflects a commercially reasonable interpretation of the terms of this Agreement. In making its selection, (i) the Third Party Expert shall not modify the terms or conditions of either Party’s Proposed Terms nor shall the Third Party Expert combine provisions from both Proposed Terms and (ii) the Third Party Expert shall consider the terms and conditions of this Agreement, the relative merits of the Proposed Terms, the Support Memorandums and, if applicable, the oral arguments of the Parties. The Third Party Expert shall make its decision known to both Parties as promptly as possible by delivering written notice to both Parties. The decision of the Third Party Expert shall be final and binding on the Parties, and specific performance may be ordered by arty court of competent jurisdiction.

Baseball Arbitration. (a) Any dispute Dispute that the Parties Designated Officers are unable to resolve pursuant to Section5.1.3(b), Section 14.2(g)(ii) 14.2.4, Section 15.1(b), or Section 2.9(d15.1(c)(i) shall be submitted to a Third Party expert (a “Third Party Expert”) mutually acceptable to the Parties having relevant expertise with respect to the dispute Dispute and who has not had any material business relationship with either Party in the […***…] prior to appointment. The Parties shall use reasonable efforts to mutually agree on the Third Party Expert within […***…] after either Party designates the dispute Dispute for mediation and arbitration; provided thatarbitration under Section 5.1.3(b), if the Parties cannot agree on a Third Party Expert within [***]Section 14.2.4, each Party shall nominate [***]Section 15.1(b), and the [***], and such Third Party expert shall be the Third Party Expert for purpose of this or Section 15.4 (Baseball Arbitration15.1(c)(i). The Third Party Expert shall initially attempt to resolve the dispute Dispute through non-binding mediation. If the Third Party Expert is unable to resolve the dispute Dispute through non-binding mediation within […***…], the dispute Dispute will be resolved through Section 15.4(b15.4.4(b). (b) Within […***…] of completion of non-binding mediation, each Party will deliver to both the Third Party Expert and the other Party a detailed written proposal setting forth its proposed terms for the resolution of the dispute Dispute (the “Proposed Terms”) and a memorandum (the “Support Memorandum”) in support thereof, not exceeding […***…] pages in length. The Parties will also provide the Third Party Expert with a copy of this Agreement, as amended through such date. Within […***…] after receipt of the other Party’s Proposed Terms and Support Memorandum, each Party may submit to the Third Party Expert (with a copy to the other Party) a response to the other Party’s Proposed Terms and Support Memorandum, such response not exceeding […***…] pages in length. Neither Party may have any other communications (either written or oral) with the Third Party Expert; provided that the Third Party Expert may, in its discretion, convene a hearing to ask questions of the Parties and hear oral argument arid and discussion regarding each Party’s Proposed Terms and Support Memorandum, at which time each Party shall have an agreed upon time to argue and present witnesses in support of its Proposed Terms. (c) Within […***…] after the Third Party Expert is appointed, the Third Party Expert shall select one of the two […***…] Proposed Terms (without modification) provided by the Parties which most closely reflects a commercially reasonable interpretation of the terms of this Agreement. In making its selection, (i) the Third Party Expert shall not modify the terms or conditions of either Party’s Proposed Terms nor shall the Third Party Expert combine provisions from both Proposed Terms and (ii) the Third Party Expert shall consider the terms and conditions of this Agreement, the relative merits of the Proposed Terms, the Support Memorandums and, if applicable, the oral arguments of the Parties. The Third Party Expert shall make its decision known to both Parties as promptly as possible by delivering written notice to both Parties. The decision of the Third Party Expert shall be final and binding on the Parties, and specific performance may be ordered by arty any court of competent jurisdiction.

Baseball Arbitration. (a) Any If a dispute that arises under Article 11.6(e)(iii), and such dispute is not resolved by the Parties are unable to resolve pursuant to Section 14.2(g)(ii) or Section 2.9(d) shall be submitted to a Third Party expert (a “Third Party Expert”) mutually acceptable to the Parties having relevant expertise with respect to the dispute and who has not had any material business relationship with either Party in the [***] prior to appointment. The Parties shall use reasonable efforts to mutually agree on the Third Party Expert Senior Executives under Article 16.11.1, within [***] after ([***]) days of the dispute being referred to them, or if a dispute arises under Article 14.4(f) with respect to the applicable royalty rate, then either Party designates may have such dispute resolved by “baseball arbitration” in accordance with the following provisions, by sending written notice of such arbitration: (a) Promptly following receipt of any notice requiring dispute for mediation resolution pursuant to this Article 16.11.4, the Parties shall meet and arbitration; provided thatdiscuss in good faith and agree on an expert panel of three individuals to resolve the issue, if which expert panel shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in the negotiating and operating under license agreements in the pharmaceutical industry, and in preparing or operating under commercialization plans, and shall have some experience in mediating or arbitrating issues relating to such agreements. If the Parties cannot agree on a Third Party Expert such expert panel within [***], each Party shall nominate ] ([***]) days of request by a Party for arbitration, then each Party shall select one (1) expert for such panel and the [***]two (2) experts selected by the Parties shall select a third expert for the panel, and provided that all such Third Party expert shall be three (3) experts must meet the Third Party Expert for purpose of this Section 15.4 (Baseball Arbitration). The Third Party Expert shall initially attempt to resolve the dispute through non-binding mediation. If the Third Party Expert is unable to resolve the dispute through non-binding mediation within [***], the dispute will be resolved through Section 15.4(b)foregoing criteria. (b) Within [***] ([***]) days after the panel of completion of non-binding mediationexperts are selected (or appointed, as the case may be), each Party will deliver to both the Third Party Expert expert panel and the other Party a detailed written proposal setting forth its proposed terms for detailed commercial plan (or amendment or modification to, as applicable) to resolve the resolution of matter at issue in the dispute (the “Proposed Terms”Terms of the Party) and a memorandum (the “Support Memorandum”) in support thereof, not exceeding [***] thirty (30) pages (double spaced) in length. The Parties will also provide the Third Party Expert with expert panel a copy of this Agreement, as may be amended through at such date. time. (c) Within [***] ([***]) days after receipt of the other Party’s Proposed Terms and Support Memorandum, each Party may submit to the Third Party Expert expert panel (with a copy to the other Party) a response to the other Party’s Proposed Terms and Support Memorandum, such response not exceeding [***] fifteen (15) pages (double spaced) in length. Neither Party may have any other communications (either written or oral) with the Third Party Expertexpert panel other than for the sole purpose of engaging the expert panel or as expressly permitted in this Article 16.11.4; provided that the Third Party Expert may, in its discretion, expert panel may convene a hearing if the expert panel so chooses to ask questions of to the Parties and hear oral argument arid arguments and discussion regarding each Party’s Proposed Terms and Support Memorandum, at which time each Party shall have an agreed upon time to argue and present witnesses in support of its Proposed Terms. (cd) Within [***] ([***]) days after the Third Party Expert is appointedexpert panel’s receipt of both Party’s Proposed Terms, the Third Party Expert shall expert panel will select one of the two Proposed Terms (without modification) provided by the Parties which that the expert panel believes is most closely reflects a commercially reasonable interpretation of consistent with the terms of intention underlying and agreed principles set forth in this Agreement. In making its selection, (i) the Third Party Expert shall not modify the terms or conditions of either Party’s Proposed Terms nor shall the Third Party Expert combine provisions from both Proposed Terms and (ii) the Third Party Expert shall consider the terms and conditions of this Agreement, the relative merits of the Proposed Terms, the Support Memorandums and, if applicable, the oral arguments of the Parties. The Third Party Expert shall make its decision known to both Parties as promptly as possible by delivering written notice to both Parties. The decision of the Third Party Expert expert panel shall be final and binding on the Partiesfinal, binding, and specific performance unappealable. The expert panel must select as the only method to resolve the dispute at issue one of the two sets of Proposed Terms, and may be ordered by arty court not combine elements of competent jurisdictionboth Proposed Terms or award any other relief or take any other action.

Baseball Arbitration. (a) Any dispute Dispute that the Parties Designated Officers are unable to resolve pursuant to Section5.1.3(b), Section 14.2(g)(ii) 14.2.4, Section 15.1(b), or Section 2.9(d15.1(c)(i) shall be submitted to a Third Party expert (a “Third Party Expert”) mutually acceptable to the Parties having relevant expertise with respect to the dispute Dispute and who has not had any material business relationship with either Party in the [***] prior to appointment. The Parties shall use reasonable efforts to mutually agree on the Third Party Expert within [***] after either Party designates the dispute Dispute for mediation and arbitration; provided thatarbitration under Section 5.1.3(b), if the Parties cannot agree on a Third Party Expert within [***]Section 14.2.4, each Party shall nominate [***]Section 15.1(b), and the [***], and such Third Party expert shall be the Third Party Expert for purpose of this or Section 15.4 (Baseball Arbitration15.1(c)(i). The Third Party Expert shall initially attempt to resolve the dispute Dispute through non-binding mediation. If the Third Party Expert is unable to resolve the dispute Dispute through non-binding mediation within [***], the dispute Dispute will be resolved through Section 15.4(b15.4.4(b). (b) Within [***] of completion of non-binding mediation, each Party will deliver to both the Third Party Expert and the other Party a detailed written proposal setting forth its proposed terms for the resolution of the dispute Dispute (the “Proposed Terms”) and a memorandum (the “Support Memorandum”) in support thereof, not exceeding [***] pages in length. The Parties will also provide the Third Party Expert with a copy of this Agreement, as amended through such date. Within [***] after receipt of the other Party’s Proposed Terms and Support Memorandum, each Party may submit to the Third Party Expert (with a copy to the other Party) a response to the other Party’s Proposed Terms and Support Memorandum, such response not exceeding [***] pages in length. Neither Party may have any other communications (either written or oral) with the Third Party Expert; provided that the Third Party Expert may, in its discretion, convene a hearing to ask questions of the Parties and hear oral argument arid and discussion regarding each Party’s Proposed Terms and Support Memorandum, at which time each Party shall have an agreed upon time to argue and present witnesses in support of its Proposed Terms. (c) Within [***] after the Third Party Expert is appointed, the Third Party Expert shall select one of the two [*] Proposed Terms (without modification) provided by the Parties which most closely reflects a commercially reasonable interpretation of the terms of this Agreement. In making its selection, (i) the Third Party Expert shall not modify the terms or conditions of either Party’s Proposed Terms nor shall the Third Party Expert combine provisions from both Proposed Terms and (ii) the Third Party Expert shall consider the terms and conditions of this Agreement, the relative merits of the Proposed Terms, the Support Memorandums and, if applicable, the oral arguments of the Parties. The Third Party Expert shall make its decision known to both Parties as promptly as possible by delivering written notice to both Parties. The decision of the Third Party Expert shall be final and binding on the Parties, and specific performance may be ordered by arty any court of competent jurisdiction.