Common use of Baseball-Style Arbitration Clause in Contracts

Baseball-Style Arbitration. If the Parties cannot otherwise agree upon reasonable commercial terms during the Opt-In Negotiation Periods for any Therapeutic Collaboration Agreement as provided in Section 2.14.3.3, or any MERCK Product Agreement or ALNYLAM Product Agreement, then such matters, shall be determined by binding arbitration pursuant to this Section 9.6.3 by one (1) independent, neutral arbitrator who is (i) mutually-acceptable to the Parties, and (ii) an expert in the pharmaceutical industry. If the Parties are unable to agree upon a mutually-acceptable arbitrator, the arbitrator shall be an independent expert as described in the preceding sentence selected by the AAA encompassing New York, New York. Except as set forth in this Section 9.6.3, any arbitration of a Dispute pursuant to this Section 9.6.3 shall be governed by the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the AAA. The place of arbitration shall be New York, New York, and all proceedings and communications shall be in English. (a) Either Party may apply to the arbitrator for interim injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either Party also may, without waiving any 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 the arbitration award. Each Party shall bear its own attorneys' fees. Except to the extent necessary to confirm an award or as may be required by law, 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 dispute, controversy or claim would be barred by the applicable New York statute of limitations. (b) The Parties hereby agree that any disputed performance or suspended performances pending the resolution of the arbitration that the 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 arbitrator. (c) The Parties further agree that the decision of the arbitrator shall be the sole, exclusive and binding remedy between them regarding determination of the matters presented to the arbitrator.