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 Any Deadlocked Matters referred to this Section 13.10 (Baseball Arbitration17.4(c) 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 resolution in accordance with Section 3.7 shall be submitted to and finally resolved by the JAMS Rulesfollowing provisions in this Section 17.4(c) (the “baseball-style” arbitration). If The Parties will select and agree upon a mutually acceptable single arbitrator with at least ten (10) years’ experience in the licensing, development and commercialization of pharmaceutical products, including biologics, who is independent of each Party (i.e., not a current or former employee, consultant, officer, or director or current stockholder of either Party or their respective Affiliates and who does not otherwise have any current or previous business relationship with either Party or their respective Affiliates), within [***] following the end of the [***] period during which the Executive Officers failed to resolve such Deadlocked Matter, provided that if the Parties are unable or fail to select an agree upon the arbitrator within [***], then the arbitrator shall be appointed by the Judicial Arbitration and Mediation Services (“JAMS”) within [***]. The arbitration shall be conducted in accordance with the JAMS Rules. Any arbitrator chosen under procedures to the extent consistent with 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 Sublicensee17.4(c). Within [***] after the selection of the arbitrator, each Party shall will submit to the arbitrator and the other Party a proposed resolution of such Party’s proposal on the dispute that is the subject of the arbitration, together with any relevant evidence in support thereof (the “Proposals”)terms pertaining to such Deadlocked Matter. Within [***] after the delivery of the last Proposal to the arbitrator, receiving 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 meetingParties’ proposal, the arbitrator shall will select one as final and binding the proposal such arbitrator believes is consistent with the successful advancement of the final Proposals so submitted by one relevant Program(s) and the successful Development and Commercialization of relevant Products, in each case, consistent with the express terms and conditions of this Agreement and, to the extent determinable, consistent with the intent of the Parties as when this Agreement was entered into; provided the resolution of the dispute, but arbitrator may not alter the terms of this Agreement, and the arbitrator will not have the authority to modify either final Proposal and may not resolve the dispute in a manner other than by selection of one Party’s proposal. The decision of the submitted arbitrator will be final Proposalsand binding on the Parties. If a Party fails to submit a Proposal within The Parties agree that the initial [***] time frame set forth above, the arbitrator shall select the Proposal arbitrator’s decision may be enforced in any court of the other Party as the resolution of the dispute. [***]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 Any Disputes over any amounts invoiced under this Agreement, Disputes over matters set forth in Sections 2.10.2 (Decision-making for DT Co-Co Plans), 5.10.3(b) (Payments under Co-Co Moderna In-License Agreements), 5.10.4(b) (Payments under Co-Co Metagenomi In-License Agreements) and 12.6.2(b) (Reversion), shall be submitted to and finally resolved by the following provisions in this Section 13.10 13.4 (Baseball Arbitration) ). The Parties shall apply to disputes arising under Section 12.3(b) promptly designate in writing a single mutually acceptable arbitrator experienced in the licensing, development, and commercialization of pharmaceutical products, who is independent of each Party (Effect i.e., not a current or former employee, consultant, officer, or director or current stockholder 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 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 by the President of Greater Boston Chamber of Commerce. The arbitration shall be conducted in accordance with the JAMS Rules. Any arbitrator chosen under ICC Arbitration Rules to the extent consistent with this Section 13.10 13.4 (Baseball Arbitration). 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 (with a copy to the other Party) a rebuttal to the other Party’s support memorandum and shall 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 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 the resolution of the dispute, but arbitrator 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 invoiced under this Agreement, or Disputes over matters set forth in Sections 2.10.2 (Decision-making for DT Co-Co Plans), 5.10.3(b) (Payments under Co-Co Moderna In-License Agreements), 5.10.4(b) (Payments under Co-Co Metagenomi In-License Agreements) and 12.6.2(b) (Reversion).