Common use of Batch Disputes Clause in Contracts

Batch Disputes. If NUVELO and BPS cannot resolve a Batch Dispute or agree upon an independent expert or laboratory to resolve a Batch Dispute before the expiration of [ * ] days after NUVELO receives BPS’ notice of a Batch Dispute, then each Party shall nominate an independent expert who shall not: be a current or former employee, consultant or agent of a Party; have an immediate family member who is an employee, consultant or agent of a Party; or have any financial interest in a Party. Promptly thereafter, those two (2) independent experts shall agree on a third independent expert who shall, or who shall select an independent third party laboratory to, conduct the work necessary to promptly resolve the Batch Dispute. Such referral shall be solely for the purpose of establishing whether or not the applicable Batch is Non-conforming, and the cause, or causes, of the Non-conformity. Each Party shall provide the independent expert or independent laboratory with all Information reasonably related to the Batch Dispute that is requested by the independent expert or independent laboratory for the resolution of the Batch Dispute, but excluding any confidential Information belonging to [ * ] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as amended. any other customer of BPS or any collaborator of NUVELO. The decision of the independent expert or laboratory, as set forth above, shall be made in writing and shall be binding upon the Parties. Whichever Party failed to accurately determine whether a Non-conformity existed, or if a Non-Conformity is confirmed to exist, whichever Party fails to accurately determine whether a BPS failure resulted in the Non-conformity, shall bear the full cost and expense associated with the hiring and performance of the independent experts and/or laboratory.