Common use of Binding Arbitration Clause in Contracts

Binding Arbitration. (a) If such representatives fail to resolve a Dispute within ten (10) days after the date of delivery of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitration. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable and may be enforced in any court of competent jurisdiction. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. (a) If such representatives fail Any dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to resolve a Dispute within ten (10) days after the date of delivery of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitration. It is The arbitration will be conducted in accordance with the intent procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the parties that any AAA. In the event of a conflict with such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in rules, this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New YorkAgreement will control. (b) A The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party (shall select a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Disputesingle arbitrator, the claims of the Disputing Party and the requested relief and, if two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the Disputing Party is Merck, computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth a list findings of at least five potential independent fact and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest rationale for this purpose) and shall be experienced in representing clients in commercial arbitration. Within their decision within thirty (30) days after the other party's receipt close of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable timehearings. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined decision rendered by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator arbitrators shall be final and non-appealable binding and may be enforced entered as a judgment in any court of competent jurisdiction. The arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. (hc) Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these. (d) Each party shall bear its own costs of arbitration. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include search time and reproduction costs). The use parties shall equally split the fees of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect arbitration and the rights of either partyarbitrators.

Binding Arbitration. Any dispute not settled by the parties by structured negotiation (aother than actions for injunctive relief including specific performance) If such representatives fail shall be submitted only to resolve a Dispute within ten (10) days after the date of delivery of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitration. It is The arbitration will be conducted in accordance with the intent procedures in this document and the Arbitration Rides for Commercial Arbitration Rules of the parties that any AAA ("AAA Rules"). In the event of a conflict with such arbitration be structured in such a way as to result in a resolution rules, the provisions of such Dispute as promptly as practicable in accordance herewiththis Agreement will control. Except as otherwise provided in this Article III, any The arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration take place in Seattle, Washington, before a panel of the Center for Public Resources ("CPR Rules") three arbitrators appointed as follows: each party shall select a single arbitrator, and the site two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth findings of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party fact and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest rationale for this purpose) and shall be experienced in representing clients in commercial arbitration. Within their decision within thirty (30) days after the other party's receipt close of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable timehearings. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined decision rendered by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator arbitrators shall be final and non-appealable binding and may be enforced entered as a judgment in any court of competent jurisdiction. (h. The arbitrator(s) shall control the scheduling so as to process the matter expeditiously. The use times specified in this section may be extended upon mutual agreement of the parties by the arbitrators upon a showing of good cause. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to abide and be bound by these procedures. All aspects of the arbitration shall be treated as Confidential Information. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any alternative dispute resolution procedures sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be construed under made or imposed by a court deciding the doctrine matter in the same jurisdiction. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to a party, and that party shall so respond, to a maximum of lachesany combination of thirty-five (35) (none of which may have subparts) of interrogatories, waiver or estoppel demands to adversely affect produce documents, and requests for admission. Each party shall bear its own costs of the rights arbitration. A party seeking discovery shall reimburse the responding party the costs of either partyproduction of documents (to include search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrators.

Binding Arbitration. (a) If such representatives fail the dispute or grievance is not settled in the foregoing steps and it involves the interpretation, application, or claimed violation of any provision of this Agreement, then either party may, upon written demand given to resolve a Dispute the other party, within ten (10) working days, submit said dispute or grievance to arbitration, as follows: The arbitration shall proceed before a neutral arbitrator. Within fifteen (I5) working days after written demand for arbitration is made as above provided, the date of delivery party demanding arbitration shall request the American Arbitration Association to make said appointment or selection, as the case may be, according to its rules or to fill any vacancies that may occur that the parties fail or refuse to fill. The arbitration proceeding shall be conducted under the rules of the later American Arbitration Association. The arbitrator shall not have the authority to add to, subtract from, modify, change or alter any of the notices provisions of selection of this Agreement. The arbitrator shall decide the representativesdispute and render his award, unless otherwise mutually agreed, either party which shall have the right to submit such Dispute to be final and binding arbitrationon the parties. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the The parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within specifically request the neutral arbitrator to render his award within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result close of the arbitration or hearing, unless waived by the parties for good cause. Each party shall bear the expenses of its representatives and witnesses; and fees and expenses of the arbitrator, as well as all stenographic and other expense incurred in connection with the arbitration proceedings, shall be shared equally between the parties. This Article shall not waive any rights either party may have under Act 111, relating to compulsory arbitration. In the event the arbitrator shall determine that either party acted in bad faith with regard to the arbitration (provided that facts underlying the ownership of shares in a mutual fund that owns securities of either issues or with regard to the conduct of the parties shall not be considered proceedings, the Arbitrator is empowered, as an element of contractual damage, to assess all or a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt portion of the Response Statement fees and expenses incurred in presentation of Medco's selection as the sole arbitrator case and reasonable attorneys' fees for preparation and appeal of the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statementaward, if any, as applicablean element of damage. Furthermore, an should the arbitrator direct a financial remedy, such financial remedy shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed commence to use best efforts to complete all arbitration hearings no later than three (3) months run from the date of the arbitrator's appointment violation and use best efforts to render a decision within four (4) months shall bear statutory interest from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of date that the other party where the information sought is reasonably calculated to lead violation occurred to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator date that payment is obligated to construe the term "document" literally to encompass data compilations in any formmade. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable and may be enforced in any court of competent jurisdiction. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. (a) If such representatives fail the senior executive officers designated by the Parties are not able to resolve such dispute referred to them under Section 12.2 within such [***] ([***]) day period, such dispute shall be resolved through binding arbitration, which arbitration may be initiated by either Party by written notice to the other Party referencing the particular dispute and this Section 12.3 at any time after the conclusion of such period, on the following basis: 12.3.1 The place of arbitration shall be New York, New York, and all proceedings and communications shall be in English. 12.3.2 The arbitration shall be administered by JAMS pursuant to the Comprehensive Arbitration Rules and Procedures of JAMS then in effect (the “JAMS Rules”). 12.3.3 The arbitration shall be conducted by a Dispute single arbitrator, unless either Party requests a panel of three arbitrators, experienced in the pharmaceutical business and experienced with non-profit research institution practices. If a Party asks for a panel, then within ten [***] (10[***]) days after the date notice initiating the arbitration, each Party shall appoint one arbitrator by written notice to the other Party and the two Party-appointed arbitrators shall select the third arbitrator within [***] ([***]) days of delivery their appointment. If the Party-appointed arbitrators are unable to agree upon the third arbitrator, the third arbitrator shall be appointed by JAMS. 12.3.4 Judgment upon the award rendered by such arbitrator(s) shall be binding on the Parties and may be entered by any court or forum having jurisdiction. 12.3.5 Either Party may apply to the arbitrator(s) for interim injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Further, 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 such Party pending the arbitration award. [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED 12.3.6 The arbitrator(s) shall have no authority to award punitive or any other type of damages not allowed pursuant to Section 9.3 of this Agreement. 12.3.7 Each Party shall bear its own costs and expenses and attorneys’ fees and an equal share of the arbitrator(s)’ and any administrative fees of arbitration, unless the arbitrator(s) determine that a Party has incurred unreasonable expenses due to vexatious or bad faith position taken by the other Party, in which event, the arbitrator may make an award of all or any portion of such expense so incurred. 12.3.8 Reasons for the arbitrator(s)’ decision should be complete and explicit, including determinations of law and fact. The written reasons should also include the basis for any damages awarded and a statement of how the damages were calculated. Such written decision should be rendered by the arbitrator(s) following a full comprehensive hearing, as soon as practicable but in no event later of than [***] ([***]) months following the notices of selection of the representativesarbitrator(s) under Section 12.3.3. 12.3.9 Except to the extent necessary to confirm or enforce an award or as may be required by law, unless otherwise mutually agreedneither Party nor any arbitrator may disclose the existence, either party content, or results of an arbitration without the prior written consent of both Parties. 12.3.10 In no event shall have an arbitration be initiated after the right to submit date when commencement of a legal or equitable proceeding based on the dispute, controversy or claim would be barred by the applicable statute of limitations; provided that such Dispute to final and binding arbitration. It is the intent limitation shall be tolled as of the parties that any such arbitration be structured in such date a way as to result in a resolution Party notifies the other Party of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in dispute, controversy or claim pursuant to this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York12. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable and may be enforced in any court of competent jurisdiction. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. (a1) If such representatives fail Except as set forth in Section 15.5(b) or under any applicable securities laws, any individual claim or dispute (collectively "Claims") of every type (whether under statute, in contract, tort or otherwise and whether for money damages, penalties or declaratory or equitable relief) arising from or related in any way to resolve a Dispute within ten (10) days after this Agreement, including any question regarding its existence, validity or termination, or the date of delivery operation and management of the later Fund by the Fund or the Manager, or their employees, officers, directors, agents or assigns, shall be resolved by binding arbitration governed by the Federal Arbitration Act and conducted in accordance with rules of the notices American Arbitration Association, provided however, that if the Federal Arbitration Act should be held inapplicable for any reason, including the ruling of selection a court, then the laws of the representativesState of Delaware shall apply to such arbitration hearing and proceeding. The number of arbitrators shall be three (3), unless otherwise mutually agreed, either party shall have with each Party having the right to submit appoint one arbitrator, who shall together appoint a third neutral arbitrator, each such Dispute to final arbitrator having experience in the field of securities law and binding arbitrationofferings, including private securities offerings. It is the intent of the parties that any such Such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any arbitration hearing and proceedings shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York CountyYork, New York. (b2) A party (The Parties hereby expressly waive any right of appeal to any court. There will be no written record or transcript of the proceedings required, unless otherwise requested by the Parties or a "Disputing Party") , who shall institute bear the costs thereof. All of the Arbitrators' orders and decisions may be enforceable in, and judgment upon any award may be rendered in the arbitration proceeding may be confirmed and entered by, a Delaware court having proper jurisdiction. The Parties agree that all arbitration proceedings concluded hereunder by providing written notice thereof to and the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature decision of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and Arbitrators shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other kept confidential and not disclosed to any third party, except for a Party's receipt of the Arbitration Demandaffiliates, such other party shall furnish the Disputing Party with a written statement (a "Response Statement")accountants and lawyers. (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) Notwithstanding anything else contrary contained herein, the Arbitrators shall have no authority or power to award consequential, special, indirect, treble, exemplary or punitive damages of any type, the Parties hereby waiving their rights, if such other party is Medcoany, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand to recover consequential, special, indirect, treble, exemplary or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance punitive damages with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any formthis Agreement. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable and may be enforced in any court of competent jurisdiction. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. (a) If such representatives fail to resolve a Dispute within ten (10) days after efforts are not successful, such controversy, claim or dispute relating to, arising out of, or in any way connected with this Agreement or any term or condition hereof, or the date of delivery of the later of the notices of selection of the representatives, unless otherwise mutually agreed, performance by either party of its obligations hereunder, whether before or after termination of this Agreement, except as otherwise expressly provided in this Agreement, shall have the right to submit such Dispute to final and be finally resolved by binding arbitration. It is the intent of the parties that any such Whenever a party shall decide to institute arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article IIIproceedings, any arbitration it shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing give written notice thereof to that effect to the other party (party. This Agreement shall be governed by and construed in accordance with the "Arbitration Demand") which shall describe in reasonable detail the nature laws of the DisputeState of Delaware, excluding its conflict of law principles. Disputes shall be resolved through arbitration before three (3) arbitrators. Such arbitration shall take place in New York, New York and shall proceed in accordance with the claims Commercial Arbitration Rules of the Disputing Party and the requested relief and, American Arbitration Association ("AAA"). Within seven (7) calendar days of either party making a demand for arbitration (or longer if the Disputing Party is Merckparties so agree), setting forth a list of at least five potential independent NovaCardia and impartial DPC shall each select one (1) arbitrator. A third (3rd) arbitrator shall be selected by the arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within within thirty (30) days after the other party's receipt of the Arbitration Demand, such other demand for arbitration. In the event that either party shall furnish fail to appoint its arbitrator, or the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, two (2) asserting any counterclaimarbitrators selected by the parties fail to appoint a third (3rd) arbitrator, describing in reasonable detail either case within the nature prescribed time period, then either party may apply to the AAA for the appointment of such arbitrator. The determination of a majority of the Dispute relating to such counterclaim panel of arbitrators shall be the decision of the panel and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding shall be binding regardless of whether one of the potential arbitrators listed parties fails or refuses to participate in the Arbitration Demand arbitration. The panel shall be authorized to award compensatory damages, but shall NOT be authorized (i) to award non-economic damages, such as for emotional distress, pain and suffering or loss of consortium, (ii) to award punitive damages, or (iii) to reform, modify or materially change this Agreement or any other agreements contemplated hereunder; provided, however, that the damage limitations described in subsections (i) and (ii) of this sentence will not apply if such other party is Merck setting forth a list damages are statutorily imposed. The panel also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of at least five potential impartial arbitrators selected by Merckthis Agreement, each of whom shall not have a personal including, without limitation, an injunction or financial interest in the result order for specific performance. The determination of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and panel shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined enforceable by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable and may be enforced in any court of competent jurisdiction. Nothing herein shall limit or restrict a party's ability to seek injunctive or other equitable relief in the event of a breach or anticipated breach of Article 7. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. (a) If such representatives fail the Members who are parties to a dispute are unable to resolve the dispute by mediation in a Dispute within ten timely manner (10which, in any case, shall not exceed sixty (60) days after from the date first notice of delivery of mediation), the later of the notices of selection of the representativesdispute shall be resolved through final, unless otherwise mutually agreedbinding arbitration held in Salt Lake City, either party shall have the right to submit such Dispute to final and binding arbitration. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable Utah in accordance herewith. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to with the then current CPR Rules for Non-Administered Arbitration then in effect by three arbitrators of whom the Member or Members, as applicable, on each side of the Center dispute shall appoint one in accordance with the “screened” appointment procedure provided by the CPR Rules for Public Resources ("CPR Rules") Non-Administered Arbitration currently in effect, and of whom the site third arbitrator shall be selected by mutual agreement of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial two arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and Members. The Arbitration shall be experienced governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, and judgment on the award rendered by the arbitrators may be entered in representing clients in commercial arbitrationany court having jurisdiction thereof. Within thirty The Members shall cause the arbitrators to render their decision within one hundred twenty (30120) days after the other party's receipt designation of the Arbitration Demandarbitrators, such and the Members shall cooperate with each other party shall furnish and the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth arbitrators in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result conduct of the arbitration to permit such timing. Any award of the arbitrators shall be final, conclusive and binding on the Members; provided, however, that any Members to the dispute may seek to vacate, modify or correct the arbitrators’ decision or award as provided under Section 10 and Section 11 of the Federal Arbitration Act. The arbitrators shall be bound to follow the laws of the State of Utah, decisional and statutory, in reaching any decision and making any award and shall deliver a written award, including written findings of fact and conclusions of law, with respect to the dispute to each of the Members who are parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties dispute, who shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected promptly act in accordance with therewith. In no event shall the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed arbitrators have the power to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred award damages in connection with the arbitration. (f) any dispute in excess of actual compensatory damages. In connection with any Disputeparticular, the arbitrator shall be obligated arbitrators may not multiply actual damages or award consequential, indirect, special or punitive damages, including damages for lost profits or loss of business opportunity. Any Member who is a party to apply solely principles the dispute may enforce any award rendered pursuant to the arbitration provisions of law. (g) The decision of the arbitrator shall be final and non-appealable and may be enforced this Section 13.3 by bringing suit in any court of competent jurisdiction. (h) The use of any alternative . All costs and expenses attributable to the arbitrators shall be allocated between the Members who are parties to the dispute resolution procedures will not in such manner as the arbitrators determine to be construed appropriate under the doctrine circumstances. Any Member who is a party to the dispute may file a copy of lachesthis Section 13.3 with any arbitrator or court as written evidence of the knowing, waiver or estoppel voluntary and bargained agreement among the Members with respect to adversely affect the rights subject matter of either partythis Section 13.3.

Binding Arbitration. Except as provided in Sections 7.4, 7.5 and 8.12, from and after the Effective Time, all disputes, controversies or claims (whether in contract, tort or otherwise) arising out of, relating to or otherwise by virtue of this Agreement, breach of this Agreement or the transactions contemplated by this Agreement shall be resolved as follows: (a) If such representatives fail Any disputes shall be settled under the applicable rules of arbitration (except as set forth below) of JAMS, Inc. (as amended from time to resolve a Dispute within ten (10time, the “JAMS Rules”) days after the date of delivery of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitration. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided modified in this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New YorkSection. (b) A party (a "Disputing Party") The arbitration shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe take place in reasonable detail the nature of the DisputeSan Francisco, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) California and shall be experienced the exclusive forum for resolving such disputes, controversies or claims. The arbitrator shall have the power to order hearings and meetings to be held in representing clients such place or places as he or she deems in commercial arbitration. Within thirty (30) days after the other party's receipt interests of reducing the total cost to the parties of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitration shall be held before a single arbitrator. The arbitrator shall be instructed have the power to use best efforts to complete all arbitration hearings no later than three (3) months from the date order equitable remedies. The arbitrator may hear and rule on dispositive motions as part of the arbitrator's appointment and use best efforts to render a decision within four arbitration proceeding (4) months from such datee.g. motions for summary dispositions). (d) With respect to discovery in The arbitrator may appoint an arbitration proceeding, expert only with the arbitrator must allow either party to make discovery requests for documents consent of all of the other party where the information sought is reasonably calculated to lead parties to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any formarbitration. (e) The prevailing party in any arbitrator’s fees and the administrative expenses of the arbitration as determined shall be paid equally by the arbitrator parties. Each party to the arbitration shall be entitled to expenses, including pay its own costs and reasonable attorneys' and other professional expenses (including attorney’s fees, incurred ) in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of award rendered by the arbitrator shall be final and non-appealable and binding on the parties. The award rendered by the arbitrator may be enforced in entered into any court having jurisdiction, or application may be made to such court for judicial acceptance of competent jurisdictionthe award and an order of enforcement, as the case may be. Such court proceeding shall disclose only the minimum amount of information concerning the arbitration as is required to obtain such acceptance or order. (g) Except as required by law, neither any party nor the arbitrator may disclose the existence, content or results of an arbitration brought in accordance with this Agreement. (h) The use of Each party to this Agreement hereby agrees that in connection with any alternative dispute resolution procedures will not such action process may be construed served in the same manner as notices may be delivered under the doctrine of laches, waiver or estoppel Section 8.2 and irrevocably waives any defenses it may have to adversely affect the rights of either partyservice in such manner.

Binding Arbitration. 9.2.1 Any controversy, dispute or claim (awhether lying in contract or tort) between the Parties arising out of or related to this Agreement or the breach, termination or validity thereof (“Dispute”) shall, after the expiration of the time period set forth in Section 9.1.2 at the request of any Party be submitted to arbitration in accordance with this Section 9.2. *** Confidential treatment requested. 9.2.2 All Disputes shall, except as provided herein, be solely and finally settled by a single arbitrator; provided, however, in the event the amount in controversy, whether in an individual Dispute or in the aggregate as to multiple Disputes between the Parties, is ***, the Parties agree to submit such Disputes to a board of arbitrators consisting of three arbitrators, as set forth below (the term “Arbitrators” shall refer to the board of arbitrators or the single arbitrator, as applicable). The arbitration proceedings shall be held in Dallas, Texas, and except as otherwise may be provided in this Section 9.2, the arbitration proceedings shall be conducted in accordance with the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (the “AAA”). 9.2.3 If such representatives fail either Party determines to resolve submit a Dispute within ten for arbitration pursuant to this Section 9.2, such Party shall furnish the other Party to the Dispute with a dated, written statement (10the “Arbitration Notice”) days after indicating (i) such Party’s intent to commence arbitration proceedings, (ii) the date of delivery nature, with reasonable detail, of the later Dispute, and (iii) the remedy or remedies such Party will seek. Where the Parties use a single arbitrator, within *** of the notices Arbitration Notice, the Parties shall select a single arbitrator from a list of members of the AAA’s National Panel of Commercial Arbitrators. If the parties use a single arbitrator, that arbitrator must be “neutral.” A “neutral” arbitrator shall be a Party who would not be subject to disqualification under rule No. 17 of the AAA Rules. If the Parties do not reach agreement on the selection of a single arbitrator within the representatives*** period, unless otherwise mutually agreed, either party the AAA shall have the right to make such selection upon the request of any Party to the arbitration proceedings. Where the Parties use a board of arbitrators, within *** of the date of the Arbitration Notice, the Party commencing the arbitration (the “Petitioner”) and the Party with whom the Petitioner has its Dispute (the “Respondent”) shall each select one qualifying arbitrator (and provide written notice of such selection to the Respondent and Petitioner). A “qualifying” arbitrator is a Party who is not (i) an Affiliate of either the Petitioner or Respondent or (ii) counsel to any such Party at such time. If either the Petitioner or Respondent fails to select a qualifying arbitrator or provide such notice within the *** period, the AAA shall have the right to make such selection upon the request of any party to the arbitration proceedings. (Such qualifying arbitrators hereafter may be referred to, respectively, as the “First Arbitrator” and the “Second Arbitrator.”). *** Confidential treatment requested. 9.2.4 Within *** following their selection, the First Arbitrator and Second Arbitrator shall mutually select (and provide written notice to the Respondent and the Petitioner of such selection) a third arbitrator (the “Third Arbitrator”) from a list of members of the AAA’s National Panel of Commercial Arbitrators. The Third Arbitrator must be “neutral.” A “neutral” arbitrator shall be an individual who would not be subject to disqualification under rule No. 17 of the AAA Rules. At any time within *** after the date of the Arbitration Notice, the Petitioner and Respondent can make discovery requests of the other (including requests for delivery of documents, production of witnesses for deposition testimony and delivery of interrogatory responses). The recipient of a discovery request shall have *** after the receipt of such request to object to any or all portions of such request and make an application to the Arbitrators to limit the scope of such discovery request, and shall respond to any portions of such request not so objected to within *** of the receipt of such request. All objections shall be in writing and shall indicate the reasons for such objections. Within five Business Days after the end of the period for the submission by the requested party of an application to limit the discovery request, the Arbitrators shall grant or deny such discovery request, in whole or in part, to the extent the Arbitrators determine such discovery is or is not, as the case may be, reasonably necessary to enable the requesting party to obtain information relevant to the Dispute without unreasonably burdening the requested party. The requested party shall comply with a discovery request granted by the Arbitrators within ***after such discovery request is granted, or within such longer period as the Arbitrators may determine upon application of the requested party for extension thereof for reasonable cause. Neither party shall be permitted to make more than one application for discovery to the Arbitrators. All depositions shall be taken in the city in which the Person being deposed resides or has its principal place of business, unless otherwise agreed by the parties. The Arbitrators are not authorized to subpoena documents or perform independent investigations. Hearings must commence no later than *** following the date of the Arbitration Notice and such hearings shall be conducted for no more than five Business Days. Each of the Petitioner and the Respondent shall submit a brief, outlining such party’s claim for relief or defense to any claim, to the other and to the Arbitrators on or before the tenth day before the date of the first hearing. Reply briefs must be exchanged and submitted to the Arbitrators on or before the third day before the date of the first hearing. 9.2.5 The Respondent and Petitioner shall each submit to the Arbitrators within 20 days following the last hearing a proposed order for disposing of the Dispute(s) presented. The final decision of the Arbitrators is due on or before the thirtieth day following the date of the last hearing. The Arbitrators shall issue a final decision that, in their judgment, is consistent with the terms of this Agreement, the intent of the parties, and Law, as supported by evidence presented by the Petitioner and Respondent in the arbitration proceeding or, if the subject matter of the Dispute is not clearly addressed in or determinable under this Agreement, that, in their opinion, would be most fair to the Petitioner and Respondent. The Arbitrators shall have no authority to award any punitive, special or exemplary damages. The Arbitrators shall be required to provide reasons for their decision. The foregoing time periods and procedural steps may be modified or extended by the Arbitrators in their discretion to the extent they deem necessary to prevent fundamental unfairness; provided that, at all times the Arbitrators shall be mindful of the parties’ desire for the most expeditious possible resolution of Disputes. 9.2.6 To the extent permissible under applicable Law, the Parties agree that the award of the Arbitrators shall be final and binding arbitrationshall not be subject to judicial review. Judgment on the arbitration award may be entered and enforced in any court having jurisdiction over the Parties or their assets. It is the intent of the parties Parties that any such the arbitration provisions hereof be structured in such a way as enforced to result in a resolution of such Dispute as promptly as practicable in accordance herewiththe fullest extent permitted by applicable Law, including the Federal Arbitration Act, 9 U.S.C. § 2. Except as otherwise provided Nothing contained in this Article III, any Section 9.2 shall prevent the Parties from seeking injunctive relief or require arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable and may be enforced in any court of competent jurisdiction. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of issue for which injunctive relief is sought by either partyParty hereto.

Binding Arbitration. 1. If the grievance is not resolved at Step 3, the Union or Township may, within fifteen (a15) If such representatives fail calendar days, appeal to resolve a Dispute within arbitration by serving notice of intent on the other party. 2. Within ten (10) calendar days after of receipt of intent to file under arbitration, the date Township and the Union shall by joint letter, solicit nominations of delivery -seven (7) arbitrators to hear the case from the Federal Mediation and Conciliation Service or others as may mutually agree. 3. On receipt of the later of nominations, the notices of selection of Union and the representatives, unless otherwise mutually agreed, either Township shall eliminate two (2) names. Elimination shall be accomplished by each party shall have alternately striking a name with the right to submit such Dispute to final and binding arbitrationfirst strike determined by a coin flip. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any A date for arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration set as soon as availability of the Center for Public Resources ("CPR Rules") arbitrator is determined and both the site of the arbitration shall be in New York County, New YorkTownship and Union agree. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder 4. The parties may be represented by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party representatives or legal counsel and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not necessary witnesses and/or documents may be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitrationsubpoenaed through F.M.C.S. procedure. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed reduce his decision to use best efforts to complete all arbitration hearings no later than three (3) months from writing and state his reasons for reaching the decision within thirty [30] days of the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such datehearing or submission of briefs, whichever is later. (d) With respect to discovery in an arbitration proceeding5. The cost of the services of the arbitrator, the arbitrator must allow either party to make discovery requests for documents cost of any proofs produced at the direction of the other arbitrator, the fee of the arbitrator and rent, if any, for the hearing rooms, shall be borne by the losing party. The cost of arbitration involving terminations will be borne by the losing parties. The expenses on any non-employee witness shall be borne, if at all, by the party where calling them. The fees of the information sought court reporter shall be paid by the party asking for one; such fees shall be split equally if both parties desire a reporter, or request a copy of the transcript. Any bargaining unit member whose attendance is reasonably calculated to lead required for such hearing shall not lose pay or benefits to the discovery extent such hearing hours are during his normally scheduled working hours on the day of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any formhearing. (e) The prevailing party in any arbitration as determined by 6. It is expressly understood that the arbitrator shall be entitled to expenses, including costs ruling and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator arbitrator, within his function described herein, shall be final and non-appealable binding upon the parties provided that such decision conforms to State and may be enforced in any court of competent jurisdiction. (h) Federal law. The use of any alternative dispute resolution procedures will arbitrator shall not be construed under the doctrine empowered to rule contrary to, amend, add to, or to eliminate any provision of laches, waiver or estoppel to adversely affect the rights of either partythis contract.

Binding Arbitration. (a) If such representatives fail PPG and FHS agree to meet and confer in good faith to resolve any problems or disputes that may arise under this Agreement. Such good faith meet and confer shall be a Dispute within ten condition precedent to the filing of any arbitration demand by either party. In addition, should the parties, prior to submitting a dispute to arbitration, desire to utilize other impartial dispute settlement techniques such as mediation or fact-finding, a joint request for such services may be made to the American Arbitration Association (10) days after “AAA”), Judicial Arbitration and Mediation Services (“JAMS”), or the date parties may initiate such other procedures as they may mutually agree upon at such time. Notwithstanding the foregoing, nothing contained herein is intended to require arbitration of delivery disputes for medical malpractice between a Member and the PPG. The parties further agree that any controversy or claim arising out of or relating to this Agreement, or the later of the notices of selection of the representativesbreach thereof, unless otherwise mutually agreedwhether involving a claim in tort, either party contract, or otherwise, shall have the right to submit such Dispute to be settled by final and binding arbitration. It is , upon the intent motion of either party, to arbitration under the appropriate rules of the parties that any such arbitration be structured in such a way AAA or JAMS, as to result in a resolution of such Dispute as promptly as practicable in accordance herewithagreed by the parties. Except as otherwise provided in this Article III, any The arbitration shall be conducted pursuant in Sacramento, Los Angeles, or San Francisco, California by a single, neutral arbitrator who is licensed to the then current Rules for Non-Administered Arbitration practice law. The written demand shall contain a detailed statement of the Center for Public Resources matter and facts and include copies of all related documents supporting the demand. Arbitration must be initiated within six ("CPR Rules"6) and months after the site of the arbitration shall be in New York County, New York. (b) A party (alleged controversy or claim occurred by submitting a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof demand to the other party. The failure to initiate arbitration within that period shall mean the complaining party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitrationbarred forever from initiating such proceedings. Within thirty (30) days after the other party's receipt of the Arbitration Demand, All such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and proceedings shall be experienced in representing clients in commercial arbitration. If administered by the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand AAA or Response StatementJAMS, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined agreed by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Disputeparties; however, the arbitrator shall be obligated to apply solely principles bound by applicable state and federal law, and shall issue a written opinion setting forth findings of fact and conclusions of law. (g) . The parties agree that the decision of the arbitrator shall be final and non-appealable and binding as to each of them. Judgment upon the award rendered by the arbitrator may be enforced entered in any court having jurisdiction. The arbitrator shall have no authority to make material errors of competent jurisdictionlaw or to award punitive damages or to add to, modify, or refuse to enforce any agreements between the parties. The arbitrator shall make findings of fact and conclusions of law and shall have no authority to make any award which could not have been made by a court of law. The party against whom the award is rendered shall pay any monetary award and/or comply with any other order of the arbitrator within sixty (60) days of the entry of judgment on the award, or take an appeal pursuant to the provisions of the California Civil Code. The parties waive their right to a jury or court trial. In all cases submitted to arbitration, the parties agree to share equally the administrative fee as well as the arbitrator’s fee, if any, unless otherwise assessed by the arbitrator. The administrative fees shall be advanced by the initiating party subject to final apportionment by the arbitrator in this award. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. (a) If such representatives fail Except with respect to resolve actions with respect to remedies described in Section 10.12, which may be brought and decided in a Dispute within ten (10) days after the date court of delivery competent jurisdiction and as provided in Section 10.15(f), each of the later Parties irrevocably agrees that all Disputes shall be finally settled by binding arbitration, pursuant to comprehensive arbitration rules of JAMS, by (subject to the notices first clause of selection of Section 10.15(b)) three (3) arbitrators who are to be appointed in accordance with the representativessaid rules and who, unless otherwise mutually agreedto the extent possible, either party shall have experience and expertise in the right to submit such Dispute to final and binding arbitration. It is subject matter involved in the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New YorkDispute. (b) A party Unless the Parties can agree in writing on a single arbitrator within fifteen (a "Disputing Party"15) days after the delivery of notice referred to in Section 10.15(a), then, within fifteen (15) days thereafter, Seller, on the one hand (which shall institute any arbitration proceeding hereunder by providing written notice thereof be entitled to specify one arbitrator), and Buyer, on the other party hand (the "Arbitration Demand") which shall describe be entitled to specify one arbitrator), shall each notify the other in reasonable detail the nature writing of the Disputename of the independent arbitrator chosen by them to participate as a member of a three-member panel of arbitrators. If either Party fails to give the other timely notice of such appointment, then the Party who timely gave such notice shall be entitled to require that its arbitrator act as the sole arbitrator hereunder. If an arbitrator is timely appointed by each of the Parties, the claims of two named arbitrators shall select the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result third member of the arbitration or panel within fifteen (15) days after they have both been appointed, and they shall promptly notify the parties Parties thereof. If the two initially appointed arbitrators cannot timely agree on a third arbitrator, then any Party may request that JAMS select the third arbitrator. Each arbitrator shall be neutral. The arbitrators, to the extent possible, shall have experience and expertise in the subject matter involved in the Dispute and in the solar and wind power industry. (c) The arbitration hearing shall be held at a site in San Diego, California. The arbitration proceedings shall be held in the English language. (provided that d) The arbitration hearing shall be concluded within one hundred twenty (120) days after the ownership of shares in hearing is commenced unless otherwise ordered by a mutual fund that owns securities of either majority of the parties shall not be considered a personal arbitrators on compelling grounds, and the award thereon or financial interest for this purpose) and decision with respect thereto shall be experienced in representing clients in commercial arbitration. Within made within thirty (30) days after the other party's receipt close of the submission of evidence; provided, that failure by the arbitrators to conclude the arbitration hearing or make such award or decision within the foregoing deadlines shall not invalidate such arbitration hearing, award or decision. Arbitration Demand, such other party demanded hereunder by any Party shall furnish be final and binding on the Disputing Party with a written statement (a "Response Statement") (1) answering Parties and may not be vacated except for the claims reasons set forth in the Arbitration Demandapplicable Law. The decision, (2) asserting arbitration order and relief agreed upon in writing by any counterclaim, describing in reasonable detail the nature two or more of the Dispute relating to such counterclaim and arbitrators (in the requested relief for such counterclaims, and (3case of a three-member panel) if such other party is Medco, selecting as shall be deemed the sole arbitrator for the proceeding one decision of the potential arbitrators listed in the Arbitration Demand panel for all purposes hereof. If two or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result more members of the arbitration or panel cannot agree, then the parties decision of the arbitrator not appointed by any Party shall control. The references herein to the arbitration (provided that panel shall also be deemed to refer to a single arbitrator where a panel is not being used hereunder, and all references to decisions, orders, awards and relief granted by the ownership panel of shares arbitrators shall mean the decision, order, award or relief agreed upon in a mutual fund that owns securities writing by the required number of either members of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statementpanel, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any formindicated. (e) The prevailing party in Parties agree that the arbitration panel may render and the Parties shall abide by any interim ruling that the arbitration as determined by the arbitrator shall be entitled to expensespanel deems necessary or prudent regarding discovery, including costs and reasonable attorneys' and summary proceedings, or other professional fees, incurred in connection with the arbitrationpre-arbitration matters. (f) In connection The Parties hereby submit to the in personam jurisdiction of the California state courts located in San Diego and the federal courts located in the Southern District of California, and agree that any such court may enter all such orders in support of the procedures set forth in this Section 10.15, and such courts shall have exclusive jurisdiction with respect to any Disputeorder in support of such procedures. For any action with respect to Section 10.12, the arbitrator Parties hereby submit to the in personam jurisdiction of (i) the California state courts located in San Diego and the federal courts located in the Southern District of California and (ii) the New York state courts located in the Borough of Manhattan (New York County) and the federal courts located in the Southern District of New York, and such courts shall be obligated have exclusive jurisdiction with respect to apply solely principles any remedy sought pursuant to Section 10.12. Each of lawthe Parties irrevocably and unconditionally waives any objection to the laying of venue of any Action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in such courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Any court of law shall enforce the decision of the panel of arbitrators (or single arbitrator, as applicable) in its entirety and only in its entirety, including pursuant to Section 10.12. (g) The decision Each Party shall bear its own costs, expenses and attorneys’ fees associated with the Dispute resolution process, and the arbitrators shall not have authority to allocate the costs or expenses of the arbitrator arbitration. The arbitrators shall be final and non-appealable and may be enforced in not have the authority to award punitive damages against any court of competent jurisdictionParty. (h) The use Third parties dealing with any Party shall be entitled to fully rely on any written arbitration order or decision with regard to the matters addressed therein, whether or not such arbitration order or decision has been confirmed or adopted by a court, or incorporated in any order of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either partycourt.

Binding Arbitration. Except for the right of either party to apply to a ------------------- court for an action for a temporary restraining order, preliminary injunction, specific performance or other equitable relief to stop or prevent irreparable harm, all claims, disputes, controversies and other matters in question between the parties to this Agreement, arising out of, or relating to this Agreement, or the breach thereof, and which cannot be resolved by the parties pursuant to Section 17.2, shall be settled only by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association ("AAA") then in effect, including matters involving negligence, strict liability or intentional acts or omissions by either party, provided that the following will apply: (a) If such representatives fail to resolve a Dispute within ten (10) days after the date of delivery of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party The parties shall have the right to submit such Dispute to final and binding arbitration. It is the intent of the parties that discovery by any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise or all methods provided in this Article IIIthe Federal Rules of Civil Procedure. The arbitrators may, upon request, exclude any arbitration shall be conducted evidence not made available to the other party pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of a proper discovery request from being used in the arbitration shall be in New York County, New Yorkproceeding. (b) A party (a "Disputing Party") Demand for arbitration shall institute any arbitration proceeding hereunder by providing written notice thereof to be served upon the other party (the "Arbitration Demand") which shall describe by certified mail and specify in reasonable detail the nature of the Disputedispute. The demand shall be effective upon receipt, shall be made within a reasonable time after the claims of the Disputing Party and the requested relief andclaim, if the Disputing Party is Merckdispute or controversy has arisen, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall in no event be experienced made more than one year after the claim or cause of action arises. The proceeding shall be held in representing clients in commercial arbitration. Washington D.C. (c) Within thirty (30) days after the other party's receipt service of the Arbitration Demanda demand for arbitration, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered attempt to agree upon a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitrationsingle arbitrator. If the Disputing Party is Medcoparties cannot agree upon a single arbitrator, Medco shall notify Merck within ten (10) days of Medco's receipt of either party may request the Response Statement of Medco's selection as AAA to appoint an arbitrator in accordance with its rules, subject to the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demandqualifications specified below. If Medco fails within the applicable time period parties fail to select agree on an arbitrator from those named by the list of potential arbitrators included in Merck's Arbitration Demand AAA or Response Statementif for any reason the appointment cannot be made from the AAA submitted lists, as applicable, each party shall appoint an arbitrator within seven (7) days thereafter and the third arbitrator shall be selected in accordance with appointed by the CPR Rules from such list of potential arbitrators. (c) The arbitrator AAA. For any three member arbitration panel, the chairman shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from an attorney with experience in handling disputes in the date of computer industry and the arbitrator's appointment and use best efforts to render other two shall have background or training in computer law, computer science or the computer industry. A single arbitrator agreed upon by the parties shall have a decision within four (4) months from such datebackground or training in computer law, computer science or the computer industry. (d) With respect The arbitrators shall have no power or authority to discovery in an arbitration proceedingreform this Agreement. The arbitrators shall have the power and authority to award equitable relief other than reformation, the arbitrator must allow either party including injunction and specific performance, nor to make discovery requests for documents determine any matter requiring agreement of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable timeparties. The arbitrator is obligated arbitrators shall have no power or authority to construe award punitive damages. The arbitrators shall have the term "document" literally power and authority to encompass data compilations in any formaward consequential, special, indirect, or incidental damages only as permitted by the terms of this Agreement. (e) The prevailing party This Agreement shall remain in any arbitration as determined by effect during the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision pendency of the arbitrator shall be final and non-appealable and may be enforced in any court of competent jurisdiction. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine process without any interruption of laches, waiver service or estoppel to adversely affect the rights of performance by either party.

Binding Arbitration. A. Within seven (a7) If such representatives business days from his/her receipt of the City Manager’s or his/her designee’s written decision, or should the City Manager or his/her designee fail to resolve render a Dispute decision within ten (10) days after the date of delivery time period provided by these procedures, the Association president, or his/her designee, may request that a grievance be submitted to arbitration as provided for hereinafter. B. Only those grievances that directly concern or involve the interpretation or application of the later specific terms and conditions of this Memorandum of Understanding may be submitted to arbitration hereunder. In no event shall such arbitration extend to: 1. The interpretation, application, merits or legality of any federal, state or local law or ordinance, including specifically all ordinances adopted by the City Council. The interpretation, application, merits or legality of the notices of selection exercise of the representativesCity’s exclusive rights and authorities as specified in Article V of this Memorandum of Understanding. C. In the event the Association desires to request that a grievance, unless otherwise which meets the requirements of Section 6.B here of, be submitted to arbitration, it shall, within the time requirements set forth above, transmit a written request to the State Mediation & Conciliation Service with a copy thereof simultaneously transmitted to the City Manager. D. The parties shall select a mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitrationacceptable arbitrator. It is the intent of If the parties cannot agree on an arbitrator, they shall notify the State Mediation & Conciliation Service and request that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to it provide the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth parties with a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or names from which the parties will attempt to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitrationmutually select an arbitrator. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select parties cannot mutually agree upon an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statementprovided by the State Mediation & Conciliation Service, as applicable, they will select an arbitrator through an alternate striking of names from that list. The last remaining name on the list will be the selected arbitrator. The party to strike the first name will be determined by chance. ▇. ▇▇▇▇▇▇▇▇▇▇▇ of a grievance hereunder shall be selected limited to the formal grievance as originally filed by the employee to the extent that said grievance has not been resolved. Arbitration hereunder shall be conducted in accordance with applicable rules and procedures adopted or specified by the CPR Rules from State Mediation & Conciliation Service unless the parties hereto agree to other rules or procedures for the conduct of such list of potential arbitrators. (c) arbitration. The arbitrator parties involved shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from share the date fees and expenses of the arbitrator's appointment arbitrator equally. All other expenses including but not limited to fees for witnesses, transcripts and use best efforts to render a decision within four (4) months from similar costs incurred by the parties during such date. (d) With respect to discovery in an arbitration proceeding, will be the arbitrator must allow either party to make discovery requests for documents responsibility of the other party where incurring such cost, unless otherwise agreed by the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable timeparties. The arbitrator is obligated to construe parties involved shall share the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined costs of transcripts and similar materials required or requested by the arbitrator equally. ▇. ▇▇▇▇▇ to a hearing by an arbitrator, a representative of the City and the Association shall meet and prepare a joint statement setting forth the issue(s) to be determined which shall be entitled submitted to expensesthe arbitrator. In the event the City and Association cannot agree on the joint statement, including costs and reasonable attorneys' and other professional feeseach party shall present to the arbitrator, incurred at the hearing, its own submission statement; in connection with the arbitration. (f) In connection with any Dispute, which case the arbitrator shall determine which of the submitted issues are to be obligated to apply solely principles of lawresolved. (g) G. The decision of the arbitrator resulting from any arbitration of grievances hereunder shall not add to, subtract from, or otherwise modify the terms and conditions of this Memorandum of Understanding. The decision of the arbitrator shall be final binding upon the Association to the extent the decision and non-appealable award of the arbitrator does not require action by the City Council, such decision and award shall be binding upon the City. If within sixty (60) business days of receiving notice of a decision and award requiring action by the City Council, such action is not taken, the Association may be enforced in any then resort to a court of competent jurisdiction. (h) The use jurisdiction to pursue whatever other legal remedies are available to it under this Memorandum of any alternative dispute resolution procedures will not be construed under the doctrine of lachesUnderstanding. Effective Date: June 24, waiver or estoppel to adversely affect the rights of either party.2019 JOB TITLE SALARY RANGE A A W/ 3% ↑ B B W/ 3% ↑ C C W/ 3% ↑ D D W/ 3% ↑ E E W/ 3% ↑ Accountant 44 Accounting Technician 40 Administrative Clerk Public Safety 26 Assistant Planner 44 Building Maintenance Supervisor 46 Clerical Assistant 20 Code Enforcement Officer 35 Code Enforcement Supervisor 40 Community Development Executive Assistant 36 Community Services Secretary 36 Communications Coordinator 33 Department Clerk 32 Deputy City Clerk 37 Driver Class B 22 Equipment Mechanic 34 Finance Clerk 32 Grants Coordinator 35 Landscape Supervisor 46 License Enforcement Officer 32 Maintenance Worker I 26 Maintenance Worker II 39 Office Assistant 18 Public Safety Officer 25 Public Works Analyst 44 Public Works Supervisor 48 Receptionist 18 Recreation Coordinator 34 Recreation Specialist 22 Recreation Supervisor 48 Senior Accountant 51 Senior Building Inspector 56 Senior Center Receptionist 18 Senior Services Specialist 22 Senior Services Supervisor 48 Street Supervisor 46 $ 4,930 $ 5,078 $ 5,177 $ 5,332 $ 5,435 $ 5,598 $ 5,707 $ 5,878 $ 4,287 $ 4,416 $ 4,501 $ 4,636 $ 4,726 $ 4,868 $ 4,963 $ 5,112 $ 2,975 $ 3,064 $ 3,124 $ 3,217 $ 3,280 $ 3,378 $ 3,444 $ 3,547 $ 4,912 $ 5,060 $ 5,158 $ 5,313 $ 5,416 $ 5,578 $ 5,687 $ 5,857 $ 5,398 $ 5,560 $ 5,668 $ 5,838 $ 5,951 $ 6,130 $ 6,249 $ 6,436 $ 2,850 $ 2,935 $ 2,992 $ 3,082 $ 3,142 $ 3,236 $ 3,299 $ 3,398 $ 4,515 $ 4,650 $ 4,741 $ 4,883 $ 4,978 $ 5,127 $ 5,227 $ 5,383 $ 5,113 $ 5,266 $ 5,369 $ 5,530 $ 5,637 $ 5,806 $ 5,919 $ 6,097 $ 4,532 $ 4,668 $ 4,759 $ 4,901 $ 4,997 $ 5,146 $ 5,246 $ 5,404 $ 4,027 $ 4,148 $ 4,228 $ 4,355 $ 4,440 $ 4,573 $ 4,662 $ 4,802 $ 4,333 $ 4,463 $ 4,550 $ 4,686 $ 4,777 $ 4,920 $ 5,016 $ 5,166 $ 3,872 $ 3,988 $ 4,066 $ 4,188 $ 4,269 $ 4,397 $ 4,482 $ 4,617 $ 4,703 $ 4,844 $ 4,938 $ 5,087 $ 5,185 $ 5,341 $ 5,445 $ 5,608 $ 2,652 $ 2,732 $ 2,785 $ 2,868 $ 2,924 $ 3,012 $ 3,070 $ 3,162 $ 4,204 $ 4,330 $ 4,414 $ 4,547 $ 4,635 $ 4,774 $ 4,867 $ 5,013 $ 3,448 $ 3,551 $ 3,620 $ 3,729 $ 3,801 $ 3,915 $ 3,991 $ 4,111 $ 4,547 $ 4,683 $ 4,774 $ 4,918 $ 5,013 $ 5,163 $ 5,264 $ 5,422 $ 5,169 $ 5,324 $ 5,428 $ 5,591 $ 5,699 $ 5,870 $ 5,984 $ 6,164 $ 3,348 $ 3,448 $ 3,515 $ 3,620 $ 3,691 $ 3,801 $ 3,875 $ 3,992 $ 3,504 $ 3,609 $ 3,679 $ 3,790 $ 3,863 $ 3,979 $ 4,056 $ 4,178 $ 4,181 $ 4,306 $ 4,390 $ 4,522 $ 4,610 $ 4,748 $ 4,840 $ 4,985 $ 3,151 $ 3,246 $ 3,309 $ 3,408 $ 3,474 $ 3,578 $ 3,648 $ 3,757 $ 2,828 $ 2,913 $ 2,970 $ 3,059 $ 3,118 $ 3,212 $ 3,274 $ 3,373 $ 4,912 $ 5,059 $ 5,158 $ 5,312 $ 5,415 $ 5,578 $ 5,686 $ 5,857 $ 5,357 $ 5,518 $ 5,625 $ 5,794 $ 5,906 $ 6,084 $ 6,202 $ 6,388 $ 2,866 $ 2,952 $ 3,010 $ 3,100 $ 3,160 $ 3,255 $ 3,318 $ 3,418 $ 3,962 $ 4,081 $ 4,160 $ 4,285 $ 4,368 $ 4,499 $ 4,587 $ 4,724 $ 2,751 $ 2,834 $ 2,889 $ 2,975 $ 3,033 $ 3,124 $ 3,185 $ 3,280 $ 5,084 $ 5,236 $ 5,338 $ 5,498 $ 5,605 $ 5,773 $ 5,885 $ 6,062 $ 5,814 $ 5,988 $ 6,105 $ 6,288 $ 6,410 $ 6,602 $ 6,730 $ 6,932 $ 6,056 $ 6,238 $ 6,359 $ 6,550 $ 6,677 $ 6,877 $ 7,011 $ 7,221 $ 2,851 $ 2,937 $ 2,994 $ 3,083 $ 3,143 $ 3,238 $ 3,300 $ 3,399 $ 2,751 $ 2,834 $ 2,889 $ 2,975 $ 3,033 $ 3,124 $ 3,185 $ 3,280 $ 5,255 $ 5,413 $ 5,518 $ 5,683 $ 5,794 $ 5,967 $ 6,083 $ 6,266 $ 5,169 $ 5,324 $ 5,427 $ 5,590 $ 5,699 $ 5,870 $ 5,984 $ 6,163 $ 5,992 $ 6,172 $ 5,211 $ 5,367 $ 3,616 $ 3,725 $ 5,971 $ 6,150 $ 6,561 $ 6,758 $ 3,464 $ 3,568 $ 5,488 $ 5,653 $ 6,215 $ 6,401 $ 5,509 $ 5,674 $ 4,895 $ 5,042 $ 5,267 $ 5,425 $ 4,706 $ 4,848 $ 5,717 $ 5,888 $ 3,224 $ 3,320 $ 5,110 $ 5,263 $ 4,191 $ 4,316 $ 5,527 $ 5,693 $ 6,283 $ 6,472 $ 4,069 $ 4,191 $ 4,259 $ 4,387 $ 5,082 $ 5,234 $ 3,830 $ 3,945 $ 3,438 $ 3,541 $ 5,971 $ 6,150 $ 6,512 $ 6,707 $ 3,484 $ 3,588 $ 4,816 $ 4,960 $ 3,344 $ 3,444 $ 6,179 $ 6,365 $ 7,067 $ 7,279 $ 7,361 $ 7,582 $ 3,465 $ 3,569 $ 3,344 $ 3,444 $ 6,387 $ 6,579 $ 6,283 $ 6,471 Updated June 11, 2019 32

Binding Arbitration. (a) If such representatives fail to resolve a Dispute within ten (10) days after the date of delivery of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitration. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to a Disagreement are unable to resolve the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purposeDisagreement between them pursuant to Section 10.06(c)(i) and shall be experienced in representing clients in commercial arbitration. Within within thirty (30) days after the other party's receipt of the Arbitration Demandmaking of the written election to mediate or sooner if the parties mutually agree, such other party shall furnish or if a mediator is not appointed within the Disputing Party with a written statement (a "Response Statement") (1) answering the claims time frame set forth in that Section, either party to a Disagreement may submit the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail Disagreement to arbitration unless the nature amount of the Dispute relating Loss in question involves pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties to the Disagreement agree to arbitration. Any such counterclaim arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining (the "Rules"), insofar as such Rules are not inconsistent with the terms and provision set forth in this Agreement, unless the requested relief for such counterclaimsparties mutually agree otherwise, and pursuant to the following procedures (A) The Disagreement shall be settled by a panel of three (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one arbitrators. Each of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided Disagreement shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the Disagreement. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including reasonable attorney's fees and costs, to the extent as a court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that it was refused or objected to without substantial justification. The decision of a majority of the ownership three arbitrators as to the validity and the amount of shares any claim involved in a mutual fund that owns securities of either of Disagreement shall be binding and conclusive upon the parties to this Agreement. Such decision shall not be considered a personal or financial interest for this purpose) written and shall be experienced in representing clients in commercial arbitration. If supported by written findings of fact and conclusions which shall state the Disputing Party is Medcoaward, Medco shall notify Merck within ten (10) days of Medco's receipt judgment, decree or order of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (cB) The arbitrator Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction, as determined in Section 10.06(b) above. Any such arbitration shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from held in the date county and state of residence or domicile of the arbitrator's appointment party against whom the Disagreement was first asserted, under the rules then in effect of the American Arbitration Association. For purposes of this Section 10.06(c)(ii): (i) Infodata shall be deemed to be domiciled in Fairfax County, Virginia, and use best efforts the Shareholders and SPI shall be deemed to render be domiciled in Pleasanton, California, unless such domiciles are modified by a decision within four signed amendment to this Agreement executed by all parties hereto; and, (4ii) months from such date. in any arbitration hereunder in which any claim or the amount thereof stated in a written notice is at issue, Infodata shall be deemed to be the non-prevailing party in the event that the arbitrators award Infodata less than the sum of one-half (d1/2) With respect of the disputed amount plus any amounts not in dispute; otherwise, the Shareholders shall be deemed to discovery in the non-prevailing party. The non-prevailing party to an arbitration proceedinghereunder shall pay its own expenses, the arbitrator must allow either party to make discovery requests for documents fees of the arbitrators, the administrative fee of the American Arbitration Association, and the expenses, including, without limitation, reasonable attorneys' fees and costs, incurred by the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable and may be enforced in any court of competent jurisdiction. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. (a) If such representatives fail Absent settlement by negotiation or mediation, the Parties agree that compulsory, binding arbitration will be the exclusive means of dispute resolution. The Parties may not commence arbitration of a Dispute until they have exhausted all reasonable efforts to resolve such Dispute through negotiation and mediation pursuant to Sections 18.02 and 18.03 herein The parties further agree that any arbitration shall be held in Washington, DC, and will be administered by the AAA in accordance with its Commercial Arbitration Rules, and that judgment on the award of the arbitrator(s) may be rendered in any court having jurisdiction thereof. Unless otherwise agreed by the Parties, the arbitration shall be conducted using the following procedure: (1) Either Party may serve upon the other a notice specifying the nature of the Dispute, and demanding that the Dispute be submitted to arbitration. The notice shall be made no later than the expiration of the time set forth in Section 18.03 herein, or within thirty (30) days from the date of the last mediation session. The Parties will not file a notice after the date where applicable statutes of limitations or laches would bar the institution of any proceedings. Each Party will use commercially reasonable efforts (and shall allow the other Party to join) any third party that the Parties have agreed is indispensable to the arbitration. The arbitration shall proceed even if the third party refuses jurisdiction. (2) In any Dispute involving aggregate damages of up to $500,000 (exclusive of Interest, attorneys' fees, and costs), the Parties will attempt to agree on a single arbitrator within ten (10) days after the date receipt of delivery service of the later notice referenced in Section 18.04(1) herein, or such longer period as the Parties may agree. Absent such agreement, the arbitrator will be selected by the AAA from its large and complex case pool. Any Dispute in excess of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitration. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any arbitration $500,000 shall be conducted pursuant to decided by three (3) arbitrators selected by the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") AAA from its large and the site of the arbitration shall be in New York County, New Yorkcomplex case pool. (b3) A party (The arbitrator(s) selected will have a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to background in, and knowledge of, the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature subject matter of the Dispute. If arbitrator(s) with such experience are not available, the claims arbitrator(s) will be selected by the AAA from available arbitrators on its retired federal judge's pool. (4) Consistent with the expedited nature of arbitration and this Agreement, discovery shall be limited to requests for production of documents, depositions and interrogatories. All discovery shall be completed within ninety (90) days following the appointment of arbitrator(s). The arbitrator(s) shall rule on any discovery disputes, and their determination shall be conclusive. (5) Interrogatories shall be limited to the identification by name, last known address and telephone number of: (a) all persons having knowledge of the Disputing Dispute and a brief summary of their knowledge; (b) any experts who may be called as witnesses and a summary of their testimony; and (c) any expert(s) used for consultation if such expert(s)' opinions and/or impressions will be used by an expert witness. (6) Depositions will be limited in time to three (3) hours for each Party. All objections shall be reserved for the arbitration hearing except for those based on privilege and proprietary or confidential information. (7) The Agreement will not prohibit either Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal from seeking judicial review or financial interest in the result confirmation of the arbitration arbitrator(s)' award. A Party shall file a written request for judicial review or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either confirmation of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) arbitrator(s)' decision within 30 days after the other party's of receipt of service of the Arbitration Demand, such other party award. Notice of filing shall furnish the Disputing Party comply with a written statement (a "Response Statement") (1) answering the claims requirements set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature Federal Rules of the Dispute relating to such counterclaim Civil Procedure and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Federal Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitratorsAct. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable and may be enforced in any court of competent jurisdiction. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. Advance Paradigm and FHS agree to meet and confer in good faith to resolve any problems or disputes that may arise under this Agreement. Such good faith meeting and conference shall be a condition precedent to the filing of any arbitration demand by either party. In addition, should the parties, prior to submitting a dispute to arbitration, desire to utilize other impartial dispute settlement techniques such as mediation or fact-finding, a joint request for such services may be made to the American Arbitration Association ("AAA") or Judicial Arbitration and Mediation Services ("JAMS"), or the parties may initiate such other procedures as they may mutually agree upon at such time. (a) If such representatives fail The parties further agree that any controversy or claim arising out of or relating to resolve this Agreement, or the breach thereof, whether involving a Dispute within ten (10) days after the date of delivery of the later of the notices of selection of the representativesclaim in tort, unless otherwise mutually agreedcontract, either party or otherwise, shall have the right to submit such Dispute to be settled by final and binding arbitration. It is , upon the intent motion of either party, to arbitration under the appropriate rules of the parties that any such arbitration be structured in such a way AAA or JAMS, as to result in a resolution of such Dispute as promptly as practicable in accordance herewithagreed by the parties. Except as otherwise provided in this Article III, any The arbitration shall be conducted pursuant by a single, neutral arbitrator who is licensed to the then current Rules for Non-Administered Arbitration practice law. The written demand shall contain a detailed statement of the Center for Public Resources ("CPR Rules") matter and facts and include copies of all related documents supporting the site of the arbitration shall be in New York County, New Yorkdemand. (b) A party (a "Disputing Party") shall institute any All such arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and proceedings shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after administered by the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand AAA or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response StatementJAMS, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined agreed by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Disputeparties; however, the arbitrator shall be obligated to apply solely principles bound by applicable state and federal law, and shall issue a written opinion setting forth findings of fact and conclusions of law. (g) . The parties agree that the decision of the arbitrator shall be final and non-appealable and binding as to each of them. Judgment upon the award rendered by the arbitrator may be enforced entered in any court having jurisdiction. The arbitrator shall have no authority to make material errors of competent jurisdictionlaw or to award punitive damages or to add to, modify, or refuse to enforce any agreements between the parties. The arbitrator shall make findings of fact and conclusions of law and shall have no authority to make any award which could have been made by a court of law. The party against whom the award is rendered shall pay any monetary award and/or comply with any other order of the arbitrator within sixty (60) days of the entry of judgment on the award. (hc) In all cases submitted to arbitration, the parties agree to share equally the administrative fee as well as the arbitrator's fee, if any, unless otherwise assessed by the arbitrator. The use of any alternative dispute resolution procedures will not administrative fees shall be construed under advanced by the doctrine of laches, waiver or estoppel initiating party subject to adversely affect final apportionment by the rights of either partyarbitrator in this award.

Binding Arbitration. (a) If such representatives fail to resolve a Dispute within ten (10) days after A. This Agreement and all matters arising from or connected with it shall be governed by and construed in accordance with the date of delivery laws of the later State of South Dakota, without regard to the conflict of law provisions thereof. B. Any dispute, controversy or claim arising from or connected with this Agreement, including, without limitation, one regarding the existence, validity or termination of this Agreement or the consequences of its nullity (a "Dispute") shall be finally resolved by arbitration using the Rules of the notices of selection of American Arbitration Association’s Commercial Arbitration Rules and Arbitration Procedures which are deemed to be incorporated by reference into this section. However, the representativesarbitration shall not be filed with the American Arbitration Association or operate under its auspices. Rather, unless otherwise the Parties shall mutually agreedagree upon a single arbitrator who is licensed to practice law and certified as a neutral (“a Neutral”); if the Parties cannot agree upon a Neutral, then each party shall select a Neutral who has no current or prior attorney-client relationship with either party shall have the right to submit such Dispute to final and binding arbitration. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site selected Neutrals shall then select a Neutral to serve as the single arbitrator. C. The seat of the arbitration shall be in New York Countythe City of Sioux Falls, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the DisputeSouth Dakota, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result language of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other English. D. The failure or refusal of any party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demandhaving been given due notice thereof, (2) asserting to participate at any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result stage of the arbitration proceedings shall not prevent the proceedings from continuing, nor shall such failure or refusal impair the validity of the award or cause the award to be void or voidable, nor shall it be a basis for challenge of the validity or enforceability of the award or of the arbitration proceedings. E. The parties waive any right to refer points of law or to appeal to the arbitration (provided courts, to the extent that the ownership of shares in a mutual fund that owns securities of either of the parties shall not such waiver can validly be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitratorsmade. (c) F. The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by parties agree that the arbitrator shall be entitled have the power to expenses, including costs and reasonable attorneys' and other professional fees, incurred order on a provisional basis any relief which it would have power to grant in connection with the arbitrationa final award. (f) In connection with any Dispute, the arbitrator G. Any arbitral award shall be obligated to apply solely principles of law. (g) The decision of binding from the arbitrator shall be final day it is made and non-appealable and judgment upon the award may be enforced entered in any court of competent jurisdiction. (h) H. Notwithstanding the foregoing, either party may seek interim measures of protection, including temporary, preliminary and injunctive relief from a court of competent jurisdiction, but only to the extent necessary to obtain, or to challenge the grant or continuation of, that relief. The use of any alternative dispute resolution procedures will not Parties shall otherwise still be construed under the doctrine of laches, waiver or estoppel required to adversely affect the rights of either partyact in accordance with this Paragraph 17.02 as if no application for interlocutory relief had been made.

Binding Arbitration. If the parties should have a dispute arising out of or relating to this Agreement or the parties’ respective rights and duties hereunder and without limiting the City’s right to terminate this Agreement as set forth in Section 14, then the parties will resolve such dispute in the following manner: (ai) If any party may at any time deliver to the other a written dispute notice setting forth a brief description of the issue(s) for which such notice initiates the dispute resolution mechanism contemplated by this Section 23; (ii) during the 45 day period following the delivery of the notice described in Section 23(i) above, appropriate representatives fail of the parties will meet and seek to resolve a Dispute the disputed issue(s) through negotiation, (iii) if representatives of the parties are unable to resolve the disputed issue(s) through negotiation, then within ten (10) 15 days after the date period described in Section 23(ii) above, the parties will refer the issue (to the exclusion of delivery a court of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute law) to final and binding arbitration. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article IIIWilmington, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected Delaware in accordance with the CPR Rules from such list then existing rules (the “Rules”) of potential the American Arbitration Association (“AAA”), and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof; provided, however, that the law applicable to any controversy shall be the law of the state of Delaware, regardless of principles of conflicts of laws. In any arbitration pursuant to this Agreement, (a) discovery shall be allowed and governed by the Rules, and (b) the award or decision shall be rendered by a majority of the members of a Board of Arbitration consisting of three members, one of whom shall be appointed by each of the respective parties and the third of whom shall be the chairman of the panel and be appointed by mutual agreement of said two party-appointed arbitrators. (c) The . In the event of failure of said two arbitrators to agree within 30 days after the commencement of the arbitration proceeding upon the appointment of the third arbitrator, the third arbitrator shall be instructed appointed by the AAA in accordance with the Rules. In the event that either party shall fail to use best efforts to complete all arbitration hearings no later than three (3) months from appoint an arbitrator within 15 days after the date commencement of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, such arbitrator and the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the third arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred appointed by the AAA in connection accordance with the arbitration. (f) In connection with any Dispute, the arbitrator Rules. Nothing set forth above shall be obligated interpreted to apply solely principles prevent the parties from agreeing in writing to submit any dispute to a single arbitrator in lieu of law. (g) The decision a three member Board of Arbitration. Upon the completion of the arbitrator selection of the Board of Arbitration (or if the parties agree otherwise in writing, a single arbitrator), an award or decision shall be final and non-appealable and may be enforced in any court of competent jurisdictionrendered within no more than 30 days or such other period agreed to by the parties. Nothing herein shall restrict the parties from limiting the discovery or having less than three arbitrators. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. (a) If such representatives fail the parties are unable to resolve a Dispute within ten (10) days after through the date of delivery of dispute resolution process set forth in Section 7.5, the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit parties agree that such Dispute to shall be settled by final and binding arbitration. It is , upon the intent motion of either party, under the appropriate rules of the AAA or JAMS, as agreed by the parties. The parties each understand and agree that the exhaustion of any such HNFS internal appeals processes and the dispute resolution process set forth in Section 7.5 hereof are conditions precedent to binding arbitration be structured in such under this Section 7.6. Notwithstanding the foregoing, nothing contained herein is intended to require binding arbitration of disputes alleging medical malpractice between a way as Beneficiary and Provider or to result in a resolution Disputes between the parties alleging breaches of such Dispute as promptly as practicable in accordance herewithconfidentiality of Beneficiary information, trade secret or intellectual property obligations. Except as otherwise provided in this Article III, any The arbitration shall be conducted pursuant in Sacramento County, California by a single, neutral arbitrator who is licensed to the then current Rules for Non-Administered Arbitration practice law. The written demand shall contain a detailed statement of the Center for Public Resources matter and facts and include copies of all available related documents supporting the demand. Arbitration must be initiated within one ("CPR Rules"1) and year after the site of date the arbitration shall be in New York County, New York. (b) A party (Dispute arose by submitting a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof demand to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the party. All such arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and proceedings shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after administered by the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand AAA or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response StatementJAMS, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined agreed by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Disputeparties; however, the arbitrator shall be obligated to apply solely principles bound by applicable State and federal law, and shall issue a written opinion setting forth findings of fact and conclusions of law. (g) . The parties agree that the decision of the arbitrator shall be final and non-appealable and binding as to each of them. Judgment upon the award rendered by the arbitrator may be enforced entered in any court having jurisdiction. The arbitrator shall have no authority to make material errors of competent jurisdiction. law or to award punitive damages or to add to, modify, or refuse to enforce any agreements between the parties. The arbitrator shall make findings of fact and conclusions of law and shall have no authority to make any award that could not have been made by a court of law. The party against whom the award is rendered shall pay any monetary award and/or comply with any other order of the arbitrator within sixty (h60) days of the entry of judgment on the award. The use parties waive their right to a jury or court trial. The parties recognize and agree that theirs is an ongoing business relationship that may lead to sensitive issues with respect to the exchange of information related to any Dispute. The parties agree, therefore, to enter into such protective orders (including without limitation creating a category of discovery documents “for attorneys’ eyes only” to the extent feasible given the nature of the evidence and the Dispute). All discovery information shall be used solely and exclusively for arbitration of the Dispute between the parties and may not be used for any other purpose. After the arbitration award becomes final, each party shall return or destroy all attorneys’ eyes only and highly confidential documents obtained from the other party during the course of the arbitration, and within thirty (30) days of such date shall provide to the other party an officer’s certificate signed under penalty of perjury indicating that all such information has been returned or destroyed. In all cases submitted to arbitration, the parties agree to share equally the administrative fee as well as the arbitrator's fee, if any, unless otherwise assessed by the arbitrator. The parties agree that the content and decision of any alternative dispute resolution procedures will not arbitration proceeding shall be construed under the doctrine confidential unless disclosure is required by applicable State or federal statutes or regulations. The terms of laches, waiver or estoppel to adversely affect the rights Section 7.5 and Section 7.6 shall survive termination of either partythis Agreement.

Binding Arbitration. If the senior executives are unable to resolve the dispute within twenty (20) Business Days of their first meeting or such later date as the senior executives may mutually agree, then the dispute shall, except as provided in Section 9.4, be resolved solely and exclusively by binding arbitration. The following arbitration procedures will be used absent agreement of the Parties to different procedures for a given arbitration: (a) If such representatives fail to resolve The dispute shall be finally settled by binding arbitration, before a Dispute within ten (10) days after single arbitrator, in accordance with the date of delivery Commercial Arbitration Rules of the later American Arbitration Association ("AAA") then in effect, except as modified herein. (b) The Party seeking relief from the other Party shall prepare and submit a request for arbitration (the "Demand"), which will include statements of the notices of selection facts and circumstances surrounding the dispute, the legal obligation breached by the other Party, the amount in controversy and the requested relief. The Demand shall be accompanied by all relevant supporting documents. (c) Arbitration shall be held in Columbia, Missouri. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1 et seq. (d) The arbitrator must be an individual with knowledge and experience in the electric industry, and shall be selected by the Parties or (failing their agreement on an arbitrator) by the AAA in accordance with Rule 11 of the representatives, unless otherwise mutually agreed, either party AAA Commercial Arbitration Rules. (e) Each Party shall have the right to submit such Dispute limited discovery from the other Party including the right to final and binding arbitration. It is demand the intent production of documents, the parties that any such arbitration be structured in such a way as right to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") inspect things or places and the site of right to call expert witnesses following the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party procedures and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims requirements set forth in the Arbitration DemandFederal Rules of Civil Procedure 26(a)(2); provided, (2) asserting any counterclaimhowever, describing that all requests are served within a time and in reasonable detail a manner that requires the nature of the Dispute relating production/inspection to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of take place at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration twenty (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (1020) days of Medco's receipt of before the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitrationhearing. (f) In connection with The award shall be in writing (stating the award and the reasons therefor) and shall be final and binding upon the Parties, and shall be the sole and exclusive remedy between the Parties regarding any Disputeclaims, counterclaims, issues, or accountings presented to the arbitrator. The arbitrator shall be obligated authorized in its discretion to apply solely principles of lawgrant pre-award and post-award interest at commercial rates. Judgment upon any award may be entered in any court having jurisdiction. (g) The decision This Agreement and the rights and obligations of the arbitrator Parties shall be final remain in full force and non-appealable and may be enforced effect pending the award in any court of competent jurisdictionarbitration proceeding hereunder. (h) Unless otherwise ordered by the arbitrator, each Party shall bear its own costs and fees, including attorneys' fees and expenses. The use Parties expressly agree that the arbitrator shall have no power to consider or award any form of damages barred by this Agreement, or any alternative dispute resolution procedures will not be construed under the doctrine of lachesother multiple or enhanced damages, waiver whether statutory or estoppel to adversely affect the rights of either partycommon law.

Binding Arbitration. If resolution of the Dispute still cannot be achieved pursuant to Section 11.03, the Dispute shall be settled by binding arbitration conducted in Boston, Massachusetts, in accordance with the then current Commercial Arbitration Rules of the AAA as modified by the following provisions: (a) If such representatives fail to resolve a Dispute within ten (10) days after Selection of one neutral arbitrator by the date of delivery parties shall be from the AAA panel list in accordance with the appointment rules of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitration. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New YorkAAA. (b) A party (a "Disputing Party") The arbitration process shall institute any arbitration proceeding hereunder be conducted on an expedited basis by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature Boston Office of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least AAA. Proceedings in arbitration shall begin no later than forty-five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (3045) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature filing of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten scheduled to conclude no later than two-hundred seventy (10270) days of Medco's receipt after the filing of the Response Statement of Medco's selection as Dispute. All hearings, unless otherwise agreed to by the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statementparties, as applicable, an arbitrator shall be selected held in accordance with the CPR Rules from such list of potential arbitratorsBoston, Massachusetts. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date may in his discretion order a pre-hearing exchange of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such dateinformation including production of documents, exchange of summaries of testimony or exchange of statements of position or depositions. (d) With respect The arbitration proceedings and all testimony, filings, documents and information relating to discovery in an or presented during the arbitration proceeding, proceedings shall be disclosed exclusively for the arbitrator must allow either party purpose of facilitating the arbitration process and for no other purpose and shall be deemed to make discovery requests for documents of the other party where the be information sought is reasonably calculated to lead subject to the discovery confidentiality provisions of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any formthis Agreement. (e) The prevailing party in any arbitration as determined by award of the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred made in connection with a written opinion containing a concise analysis of the arbitrationbasis upon which the award was made. (f) In connection with any Dispute, A judgment upon the award rendered by the arbitrator shall may be obligated to apply solely principles of lawentered in any court having jurisdiction thereof. (g) The decision parties agree to equally split the cost of any arbitration including the administrative fee, the compensation of the arbitrator shall be final and non-appealable and may be enforced in the expenses of any court witnesses or proof produced at the direct request of competent jurisdictionthe arbitrator. (h) The use parties shall each bear all their own costs and expenses, including the fees and expenses of legal counsel and expert witnesses. (i) Notwithstanding the agreement to arbitrate contained in this Article XI, any party may apply to any court having jurisdiction to enforce this Agreement to seek provisional injunctive relief so as to maintain the status quo until the arbitration award is rendered or the dispute is otherwise resolved. (j) The arbitrator shall have the right only to interpret and apply the terms and conditions of this Agreement in accordance with the law of the State and to order any remedy allowed by this Agreement, but may not change any term or condition of this Agreement, deprive any party of any alternative dispute resolution procedures will remedy expressly provided hereunder or provide any right or remedy that has not be construed under been expressly provided hereunder. (k) The arbitrator shall not have the doctrine power to award consequential damages or punitive damages. (l) The Federal Arbitration Act, 9 U.S.C. Sections 1 through 14, except as modified hereby, shall govern the interpretation and enforcement of laches, waiver or estoppel to adversely affect the rights of either partythis Article XI.

Binding Arbitration. (a) If In the event of any dispute, controversy or claim arising out of, or in connection with or relating to this Agreement, or the interpretation, performance or breach thereof (any such representatives fail to matter, a “Dispute”), the Parties hereto shall resolve a such Dispute within ten (10) days after by binding arbitration under the date of delivery Employment Arbitration rules of the later of American Arbitration Association or its successor (the notices of selection of “AAA”) then in effect, and in accordance with applicable law, but subject to the representativesfollowing agreed provisions. Subject to legal privileges, unless otherwise mutually agreed, either party the arbitrator shall have the right power to submit such Dispute permit discovery to final and binding arbitrationthe fullest extent allowable under the Federal Rules of Civil Procedure. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any The arbitration shall be conducted pursuant in Dallas, Texas, and the proceedings shall be kept strictly confidential by the Parties, their respective advisors and the arbitrators. Notice of papers or processes relating to any arbitration proceeding, or for the then current Rules for Non-Administered Arbitration confirmation of award and entry of judgment on an award may be served on each of the Center for Public Resources Parties by registered or certified mail at the addresses set forth in Section 11 hereof. Each such Dispute shall be promptly adjudicated by a panel of three neutral arbitrators appointed as follows: ("CPR Rules"i) each Party shall nominate an arbitrator, and the site two (2) arbitrators so appointed shall appoint a third (3rd) arbitrator who shall act as president of the arbitration arbitral tribunal; (ii) if either Party fails to nominate an arbitrator within thirty (30) days of receiving notice of the nomination of an arbitrator by the other Party, such arbitrator shall be in New York Countyappointed by the AAA upon the written request of either Party; (iii) if the two arbitrators to be nominated by the Parties fail to agree upon a third arbitrator within thirty (30) days of the appointment of the second arbitrator, New Yorkthe third arbitrator shall be appointed by the AAA upon the written request of either Party; and (iv) should a vacancy arise because any arbitrator dies, resigns, refuses to act or becomes incapable of performing his functions, the vacancy shall be filled by the method by which that arbitrator was originally appointed. (b) A party (a "Disputing Party") All arbitrators shall institute any arbitration proceeding hereunder by providing written notice thereof be of good reputation and character and shall be highly knowledgeable about manufacturing industry matters and have legal expertise relating to the other party (Dispute. The Company shall pay the "Arbitration Demand") which arbitrators’ expenses. The arbitrator shall describe in reasonable detail the nature of the Dispute, have no authority to consolidate the claims of the Disputing Party and the requested Executive, officers, directors or employees into a class action or otherwise fashion, consider, preside over, or award relief andto any form of a representative, if the Disputing Party is Merckcollective, setting forth a list of at least five potential independent and impartial or class proceeding. The arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with provide a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expensesopinion supporting their conclusions, including costs detailed findings of fact and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles conclusions of law. (g) The decision . Such findings of the arbitrator fact shall be final and non-appealable and binding on the Parties. The arbitrators may be enforced award damages and/or permanent injunctive relief, but in any no event shall the arbitrators have the authority to award punitive or exemplary damages. Notwithstanding anything to the contrary in this Section 15, the Company may apply to a court of competent jurisdiction. (h) The use jurisdiction to enforce the covenants set forth in Sections 9 and 10 for relief in the form of a temporary restraining order or preliminary or permanent injunction. If proper notice of any alternative dispute resolution procedures will not be construed under hearing has been given, the doctrine arbitrators shall have full power to proceed to take evidence or to perform any other acts necessary to arbitrate the matter in the absence of laches, waiver or estoppel any Party who fails to adversely affect the rights of either partyappear.

Binding Arbitration. (a) If such representatives fail PPG and FHS agree to meet and confer in good faith to resolve any problems or dispute that may arise under this Agreement. Such good faith meet and confer shall be a Dispute within ten condition precedent to the filing of any arbitration demand by either party. In addition, should the parties, prior to submitting a dispute to arbitration, desire to utilize other impartial dispute settlement techniques such as mediation or fact-finding, a joint request for such services may be made to the American Arbitration Association (10) days after “AAA”), Judicial Arbitration and Mediation Services (“JAMS”), or the date parties may initiate such other procedures as they may mutually agree upon at such time. Notwithstanding the foregoing, nothing contained herein is intended to require arbitration of delivery disputes for medical malpractice between a Member and the PPG. The parties further agree that any controversy or claim arising out of or relating to this Agreement or the later of the notices of selection of the representativesbreach thereof, unless whether involving a claim in fort, contract, or otherwise mutually agreed, either party shall have the right to submit such Dispute to be settled by final and binding arbitration. It is , upon the intent motion of either party, to arbitration under the appropriate rules of the parties that any such arbitration be structured in such a way AAA or JAMS, as to result in a resolution of such Dispute as promptly as practicable in accordance herewithagreed by the parties. Except as otherwise provided in this Article III, any The arbitration shall be conducted pursuant in Sacramento, Los Angeles, or San Francisco, California by a single, neutral arbitrator who is licensed to the then current Rules for Non-Administered Arbitration practice law. The written demand shall contain a detailed statement of the Center for Public Resources matter and facts and include copies of all related documents supporting the demand. Arbitration must be initiated within six ("CPR Rules"6) and months after the site of the arbitration shall be in New York County, New York. (b) A party (alleged controversy or claim occurred by submitting a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof demand to the other party. The failure to initiate arbitration within that period shall mean the complaining party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitrationbarred forever from initiating such proceedings. Within thirty (30) days after the other party's receipt of the Arbitration Demand, All such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and proceedings shall be experienced in representing clients in commercial arbitration. If administered by the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand AAA or Response StatementJAMS, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined agreed by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Disputeparties; however, the arbitrator shall be obligated to apply solely principles bound by applicable state and federal law, and shall issue a written opinion setting forth findings of fact and conclusions of law. (g) . The parties agree that the decision of the arbitrator shall be final and non-appealable and binding as to each of them. Judgment upon the award rendered by the arbitrator may be enforced entered in any court having jurisdiction. The arbitrator shall have no authority to make material errors of competent jurisdictionlaw or to award punitive damages or to add to, modify, or refuse to enforce any agreements between the parties. The arbitrator shall make findings of fact and conclusions of law and shall have no authority to make any award which could not have been made by a court of law. The party against whom the award is rendered shall pay any monetary award and/or comply with any other order of the arbitrator within sixty (60) days of the entry of judgment on the award, or take an appeal pursuant to the provisions of the California Civil Code. The parties waive their right to a jury or court trial. In all cases submitted to arbitration, the parties agree to share equally the administrative fee as well as the arbitrator’s fee, if any, unless otherwise assessed by the arbitrator. The administrative fees shall be advanced by the initiating party subject to final apportionment by the arbitrator in this award. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. (a) If such representatives fail Any dispute, controversy or claim arising out of or in connection with or relating to resolve a Dispute within ten (10) days after this Agreement or any breach or alleged breach thereof, or any benefit or alleged benefit hereunder, shall be submitted to and settled by binding arbitration in Des Moines, Iowa, in accordance with the date of delivery Commercial Arbitration Rules of the later of American Arbitration Association. Any dispute, controversy or claim submitted for resolution shall be submitted to three (3) arbitrators. The Company involved in the notices of selection of dispute, controversy or claim, or PFG if more than one Company is so involved, shall select one arbitrator, the representatives, unless otherwise mutually agreed, either party Executive shall have select one arbitrator and the right to submit such Dispute to third arbitrator shall be selected by the first two arbitrators. Any award rendered shall be final and binding arbitration. It is the intent of conclusive upon the parties that any such arbitration and a judgment thereon may be structured entered in such the highest court of a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewithforum, state or federal, having jurisdiction. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site The expenses of the arbitration shall be borne by the Companies, except that Executive’s expenses shall be handled according to Section 7.1. No arbitration shall be commenced after the date when institution of legal or equitable proceedings based upon such subject matter would be barred by the applicable statute of limitations. Notwithstanding anything to the contrary contained in New York this Section 7.3 or elsewhere in this Agreement, either party may bring an action in the District Court of Polk County, New York. (b) A or the United States District Court for the Southern District of Iowa, if jurisdiction there lies, in order to maintain the status quo ante of the parties. The “status quo ante” is defined as the last peaceable, uncontested status between the parties. However, neither the party (a "Disputing Party") shall institute bringing the action nor the party defending the action thereby waives its right to arbitration of any arbitration proceeding hereunder by providing written notice thereof dispute, controversy or claim arising out of or in connection or relating to this Agreement. Notwithstanding anything to the contrary contained in this Section 7.3 or elsewhere in this Agreement, either party may seek relief in the form of specific performance, injunctive or other party (equitable relief in order to enforce the "Arbitration Demand") which shall describe in reasonable detail the nature decision of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party parties agree that in any arbitration as determined by commenced pursuant to this Agreement, the arbitrator parties shall be entitled to expensessuch discovery (including depositions, including costs requests for the production of documents and reasonable attorneys' and other professional fees, incurred interrogatories) as would be available in connection a federal district court pursuant to Rules 26 through 37 of the Federal Rules of Civil Procedure. In the event that either party fails to comply with the arbitration. (f) In connection with any Disputeits discovery obligations hereunder, the arbitrator arbitrator(s) shall be obligated have full power and authority to apply solely principles compel disclosure or impose sanctions to the full extent of law. (g) The decision Rule 37 of the arbitrator shall be final and non-appealable and may be enforced in any court Federal Rules of competent jurisdictionCivil Procedure. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. Any dispute arising under this Agreement which cannot be resolved through the meeting (aor mediation) If such representatives fail process will be resolved by submission to resolve a Dispute within ten (10) days after the date of delivery of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitration. It is The Party submitting the intent matter to arbitration will notify the American Arbitration Association and the other Party in writing of its desire for arbitration, stating the parties gravamen of its complaint against the other Party and requesting that any such the American Arbitration Association commence the arbitration be structured process in such a way as [Institution to result in a resolution of such Dispute as promptly as practicable in accordance herewithinsert desired location]. Except as otherwise provided in this Article III, any All arbitration shall occurring hereunder will be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date rules of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, American Arbitration Association. Judgment upon the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined award rendered by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable and may be entered and enforced in any court of competent jurisdiction. All arbitration conducted hereunder will abide by the following: 15.3.1 The Parties agree that a single arbitrator will preside over the arbitration. The Parties agree to request that the American Arbitration Association provide a list of potential arbitrators who (i) are former judges; and (ii) are knowledgeable in both technology and the administration of institutions of higher learning, if such a person can be located. Otherwise, the potential arbitrators will be former judges. The Parties agree to use the “rank and strike” method to appoint the arbitrator. (h) 15.3.2 All proceedings, whether conducted with the Parties present or just with the arbitrator and the attorneys of the Parties will be reported and transcribed with the costs of transcription being shared equally by the Parties; 15.3.3 The use arbitrator will be required to make written findings of any alternative dispute resolution procedures fact as part of the award; 15.3.4 The arbitrator will not be construed under authorized to make any award for damages in excess of the doctrine agreed limitations of lachesliability set out in this Agreement. In the event a dispute is submitted to arbitration, waiver but this Agreement or estoppel the applicable Program Schedule has not been terminated, then each Party will continue to adversely affect perform to the rights of either partyextent commercially reasonable.

Binding Arbitration. (a) If such representatives fail At the end of the 30-day period provided in Section 16.3, if the executives have been unable to resolve the Dispute, and if a disputing party wishes to submit the Dispute within ten (10) days after to binding arbitration, the date of delivery of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either disputing party shall have provide to the right other disputing party three business days' prior written notice of such disputing party's intention to submit such the Dispute to final and binding arbitration. It is The other disputing party shall be entitled to join in the intent submission of the parties that any such Dispute to binding arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewithwith the commercial arbitration rules of the AAA (expedited procedures). Except as otherwise provided The AAA shall be instructed to choose an arbitrator who shall have a minimum of 15 years experience in this Article IIIthe oil and gas processing industry, any or such other experience such that he or she is considered an expert on the business of the Processor. Notice of a disputing party's submission of the matter for arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof given to the other party or parties within three business days thereafter (the "Arbitration DemandNotice"). Upon delivery of the Arbitration Notice by the disputing party, each disputing party shall have 30 days to provide the arbitrator (and the disputing party) which shall describe with a statement of its position (with supporting documentation) regarding the matter or matters in reasonable detail the nature dispute together with its best and final offer for settlement of the Dispute. The failure to provide a statement of position within this period shall constitute a waiver of a disputing party's right to have such materials considered by the arbitrator. The arbitrator shall consider the statements of position submitted by the disputing parties and shall, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) within 30 business days after the other party's receipt of the Arbitration Demandsuch materials, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth issue his or her decision in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding writing picking one of the potential arbitrators listed in statements of position submitted by the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the disputing parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for position to be adopted to settle the proceeding from the potential arbitrators listed in the Arbitration DemandDispute. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined All determinations made by the arbitrator shall be entitled to expensesfinal, including costs conclusive and reasonable attorneys' and other professional fees, incurred in connection with binding on the arbitration. (f) In connection with any Dispute, disputing parties. Each of the arbitrator shall be obligated to apply solely principles disputing parties will pay one-half of law. (g) The decision the fees of the arbitrator shall be final and non-appealable all other arbitration fees and may be enforced in any court expenses and the fees of competent jurisdictiontheir respective arbitrators (if required). (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. (a) 19.9.1 If such representatives fail to resolve a Dispute within ten (10) days after the date of delivery Association is not satisfied with the disposition of the later of grievance at the notices of selection of Board level, it may refer the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitration. It is the intent of the parties that any such matter for arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing the Board with written notice thereof of intent to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck arbitrate within ten (10) days of Medco's receipt the date of the Response Statement of Medco's selection as the sole arbitrator for the proceeding Board’s disposition. The parties shall have ten (10) days from the potential arbitrators listed in date of the Arbitration Demandnotice of intent to arbitrate to mutually agree upon an arbitrator. If Medco fails the parties do not mutually agree within that ten (10) day time period, the applicable time period Association shall file its Demand to select an arbitrator from Arbitrate with the list American Arbitration Association (AAA) within thirty (30) days of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an the date of the Board’s disposition and the arbitrator shall be selected by the AAA in accordance with the CPR Rules from such list of potential arbitratorsits rules. (c) The arbitrator 19.9.2 Neither party may raise a new defense or ground at Level Four not previously raised or disclosed at other written levels. Each party shall be instructed submit to use best efforts to complete all arbitration hearings no later the other party not less than three (3) months from days prior to the date of hearing a pre-hearing statement alleging facts, grounds, and defenses which will be proven at the arbitrator's appointment hearing and use best efforts hold a conference at that time in an attempt to render a decision within four (4) months from such datesettle the grievance. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) 19.9.3 The decision of the arbitrator shall be final and non-appealable conclusive and may binding upon the employees, the Board and the BSEA; subject to the right of the Board or the BSEA to judicial review, any lawful decision of the arbitrator shall be enforced in any court of competent jurisdictionforthwith placed into effect. (h19.9.4 Powers of the arbitrator are subject to the following limitations: a) The use He/she shall have no power to add to, subtract from, disregard, alter, or modify any of the terms of this Agreement. b) He/she shall have no power to establish salary scales. c) He/she shall have no power to change any practice, policy or rule of the Board. d) He/she shall have no power to interpret state or federal law but must apply the law as it is written or interpreted by the courts. e) He/she shall not hear any grievance previously barred from the scope of the grievance procedure. 19.9.5 After a case on which the arbitrator is empowered to rule hereunder has been referred to him/her, it may not be withdrawn by either party except by mutual consent. 19.9.6 If either party disputes the arbitrability of any alternative dispute resolution procedures grievance under the terms of this Agreement, the arbitrator shall have jurisdiction to determine arbitrability. In the event that a case is appealed to the arbitrator in which he/she has no power to rule, it shall be referred back to the parties without decision or recommendations on its merits. 19.9.7 More than one (1) grievance may not be considered by the arbitrator at the same time except upon mutual express written consent. 19.9.8 The cost of the arbitrator shall be borne equally by the parties, except each party shall assume its own cost for representation including any expense of witnesses. 19.9.9 Should the Association fail to institute a grievance within the time limits specified, the grievance will not be construed processed. Should the Association fail to appeal a decision within the limits specified, the grievance shall not be processed. 19.9.10 All preparation, filing, presentation, or consideration of grievance shall be held at the times other than when a teacher or a participating Association representative are to be at his/her assigned duty station. 19.9.11 Where no wage loss has been caused by the action of the Board, the Board shall be under no obligation to make monetary adjustments and the doctrine of laches, waiver or estoppel arbitrator shall have no power to adversely affect the rights of either partyorder one.

Binding Arbitration. (a) If In accordance with Section 9.5d and except as permitted by Section 9.5a, any Dispute not resolved by the escalation procedures set forth in this Section 9.5 shall be resolved by binding arbitration, and each party hereby waives any right to institute a court or other dispute resolution proceeding with respect to such representatives fail to resolve a Dispute within ten (10) days after and acknowledges arbitration in accordance with this Section 9.5e as the date sole and exclusive means of delivery resolving such Dispute. The Commercial Rules of the later of the notices of selection of the representativesAmerican Arbitration Association, unless otherwise mutually agreedas modified herein, either party shall have the right apply to submit such Dispute to final and binding arbitration. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any The arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration heard and determined by a panel of the Center for Public Resources three ("CPR Rules"3) and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merckarbitrators, each of whom shall not have be a personal or financial interest disinterested attorney having experience and familiarity with manufacturing and supply arrangements in the result thermal on demand printer industry. Each party shall choose one (1) arbitrator, with the third arbitrator chosen by agreement of the arbitration or two (2) arbitrators chosen by the parties. In the event the two (2) arbitrators chosen by the parties cannot agree on a third arbitrator, such third arbitrator shall be selected by the American Arbitration Association. The arbitrators shall decide all disputes primarily based on the terms of this Agreement and secondarily on the laws of the State of Illinois, United States of America *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission. (without regard to conflicts of law principles). The decision of a majority of the arbitrators shall be final and binding on the parties and may be enforced before any court of competent jurisdiction in accordance with Section 9.6 and cannot be the subject of any appeal. The arbitration (provided that proceeding shall occur in Chicago, Illinois, and be conducted in the ownership of shares in a mutual fund that owns securities of either of English language, each party shall bear its own costs relating to such arbitration, the parties shall equally share the arbitrators’ fees and expenses, and the arbitration and all related proceedings and discovery shall take place pursuant to a protective order entered by the arbitrators that adequately protects the confidential nature of each party’s Confidential Information. Unless otherwise agreed by the parties, the arbitration proceeding shall commence not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within later than thirty (30) days after a party provides notice of arbitration, shall not continue for longer than thirty (30) days and the other party's receipt arbitrators shall issue their decision within fifteen (15) Business Days after the conclusion of the Arbitration Demand, such other party proceeding. In no event shall furnish the Disputing Party with any arbitration award provide a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaimsremedy beyond those permitted under this Agreement, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth any award providing a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties remedy beyond those permitted under this Agreement shall not be considered a personal or financial interest for this purpose) confirmed, no presumption of validity shall attach, and such award shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitratorsvacated. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable and may be enforced in any court of competent jurisdiction. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. (a) If such representatives fail to resolve a Dispute within ten (10) days after the date of delivery of the later of the notices of selection of the representativesAll claims, unless otherwise mutually agreeddisputes, either party shall have the right to submit such Dispute to final controversies and binding arbitration. It is the intent of other matters in question between the parties to this Agreement arising out of or relating to this Agreement or the breach thereof that any such cannot be resolved by the parties shall be settled by binding arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in with this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") Agreement and the site of following procedure or such other procedures as may be agreed upon by the arbitration shall be parties in New York County, New York.writing: (b) A 18.3.1. Either party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to may serve upon the other party (the "Arbitration Demand") which shall describe party, by hand or certified mail, a written demand, specifying in reasonable detail the nature of the Disputematter, that the claim, dispute, or controversy or other matter in question be submitted to arbitration. The demand, which shall be effective upon receipt, shall be made within a reasonable time after the claim, dispute, controversy or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings, based upon such claim, dispute, controversy or other matter in question, would be barred by the applicable statute of limitations or laches. The parties shall not submit claims of for punitive damages, and do hereby waive any right to the Disputing Party same, and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal be authorized to award punitive damages resulting from, arising out of, or financial interest in the result of the arbitration or the parties related to the arbitration (provided that the ownership performance of shares in this Agreement. 18.3.2. After service of a mutual fund that owns securities of either of demand for arbitration, the parties shall not be considered attempt to agree upon a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole single arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) calendar days of Medco's receipt of the Response Statement of Medco's selection or such longer period as the sole parties may agree upon in writing. 18.3.3. In the event the parties cannot agree upon a single arbitrator for within the proceeding from period established under Section 18.3.2 herein, then each party shall appoint one arbitrator within an additional ten (10) calendar days and notify the potential arbitrators listed in the Arbitration Demandother party of such appointment. If Medco either party fails within the applicable time period to select timely appoint an arbitrator from then the list of potential arbitrators included in Merck's Arbitration Demand or Response Statementarbitrator appointed by the other party shall be the sole arbitrator. If, as applicablehowever, both parties appoint an arbitrator then a third arbitrator shall be selected within ten (10) calendar days thereafter by the first two arbitrators unless otherwise agreed by the parties in writing. If the arbitrators and the parties fail to appoint a third arbitrator, either party may request the American Arbitration Association or any federal or local court of the State of New York to appoint the third arbitrator. 18.3.4. Except as otherwise provided herein, any arbitration proceeding shall be conducted in accordance with the CPR Commercial Arbitration Rules from and procedures of the American Arbitration Association or such list other rules and procedures as are agreed to by the arbitrators or the parties in writing. Nothing contained herein shall be construed as requiring submission of potential arbitratorsany claim, dispute, controversy or other matter in question to the American Arbitration Association. (c) 18.3.5. The arbitrator arbitration proceeding shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from held in the date State of New York, unless otherwise agreed by the arbitrator's appointment and use best efforts to render a decision within four (4) months from such datearbitrators or the parties. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time18.3.6. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any decision rendered through arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable binding upon the parties hereto and judgment may be enforced entered in accordance with applicable law in any court having jurisdiction thereof. In rendering a decision, the arbitrators shall be governed by the terms of competent jurisdictionthis Agreement. (h) The use 18.3.7. Although the parties agree that compulsory and binding arbitration shall be the exclusive means of dispute resolution, judicial review of any alternative dispute resolution procedures will not be construed arbitration decision or proceeding (other than entry or enforcement of an arbitration award/judgment) or of any matter arising under the doctrine terms of lachesthis Agreement, waiver whether or estoppel not submitted to adversely affect the rights binding arbitration process required by this Agreement, shall be brought solely in the federal or local courts of the State of New York. 18.3.8. The foregoing procedures shall not preclude either partyparty from pursuing all available remedies for infringement of a registered patent, trademark, service ▇▇▇▇, or copyright.

Binding Arbitration. All Disputes that are not resolved pursuant to Section 7.3 shall be resolved solely and exclusively by arbitration to be held in New York, New York, by the CPR Institute for Dispute Resolution (a“CPR”) If such representatives fail to resolve a Dispute within ten (10) days after the date of delivery of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitration. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in with the provisions of this Article III, any arbitration shall be conducted pursuant to Section 7.4 and the then current CPR Rules for Non-Administered Arbitration of (the Center for Public Resources ("“CPR Rules"”) to the extent such Rules do not conflict with this paragraph and this Agreement. (a) The Party commencing arbitration (the site “Claimant”) shall deliver to the other Party (the “Respondent”) a notice of arbitration in accordance with the CPR Rules. The arbitration shall be in New York County, New Yorkdeemed commenced as to any Respondent on the date on which the notice of arbitration is received by the Respondent (the date of receipt of notice of arbitration being referred to herein as “Commencement”). The Respondent’s notice of defense shall be served upon the Claimant within ten days after Commencement. (b) A party (The arbitration shall be conducted by a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to single arbitrator, knowledgeable in the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature legal and technical aspects of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected appointed by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitratorsCPR. (c) The arbitrator Discovery shall be instructed limited to use best efforts the production of documents to complete all be used by each Party to prove or defend against the claims and counterclaims alleged in the notices of arbitration hearings and defense and, if depositions are required, each Party shall be limited to three depositions of no later longer than three (3) months from hours each. If the date arbitrator decides to hold an evidentiary hearing, each Party’s presentation of the arbitrator's appointment its case, including its direct and use best efforts rebuttal testimony, shall be limited to render a decision within four (4) months from such datethree days. (d) With respect to discovery in The arbitrator shall issue an arbitration proceedingorder preventing the Parties, the arbitrator must allow either party to make discovery requests for documents of the CPR and any other party where the information sought is reasonably calculated to lead Participants to the arbitration from disclosing to any third party any information obtained in the arbitration, including discovery of admissible documents, evidence, testimony and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any formaward except as may be required by law. (e) All requests for injunctive relief shall be decided by the arbitrator, provided, however, that requests for temporary injunctive relief may be submitted to a court of competent jurisdiction if the arbitrator has not yet been appointed. The prevailing party arbitrator shall have the authority to modify any injunctive relief granted by such a court. (f) The arbitration award shall: (i) be in writing; (ii) state only the damages and injunctive relief granted, if any, and the Parties’ respective liability for the costs of arbitration; (iii) be made final as soon as practicable, but in any event within 60 days of Commencement; and (iv) be entered by either Party in any court of competent jurisdiction, provided, that the Party entering the award shall request that the court prevent the award from becoming publicly available except as may be required by law. The arbitrator shall not limit, expand or otherwise modify the terms of this Agreement, and shall not award punitive or other damages in excess of compensatory damages. The arbitrator shall orally state the reasoning on which the award rests but shall not state such reasoning in any writing. (g) The Party that is not the substantially prevailing Party in the arbitration as determined by shall bear the costs of arbitration. If neither Party is the substantially prevailing Party in the arbitration, the arbitrator shall be entitled to expenses, including apportion the costs of arbitration in accordance with the result of the arbitration. The costs of arbitration shall include the reasonable fees and reasonable attorneys' expenses of legal and other professional fees, advisers to the Parties incurred in connection with the arbitration. (fh) In connection with any DisputeThe Parties agree that the existence and contents of the entire arbitration, including the arbitrator award, shall be obligated to apply solely principles deemed a compromise of law. (g) The decision a dispute under Rule 408 of the arbitrator Federal Rules of Evidence, shall not be final and non-appealable and may discoverable in any proceeding, shall not be enforced admissible in any court of competent jurisdiction. (hexcept for the enforcement thereof) The use of or arbitration and shall not bind or collaterally estop either Party with respect to any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver claim or estoppel to adversely affect the rights of either defense made by any third party.

Binding Arbitration. From and after the Effective Time, any dispute, claim or controversy arising out of or relating to this Agreement or the Escrow Agreement including, by way of illustration and not limitation, the negotiation, breach, termination, enforcement, interpretation or validity hereof or thereof, including any request for specific performance, claim based on contract, tort, statute or constitution or the determination of the scope or applicability of this agreement to arbitrate, will be determined by arbitration in San Francisco, CA before one arbitrator. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, as modified in this Section. (a) If The arbitrator will have the power to order hearings and meetings to be held in such representatives fail place or places as he or she deems in the interests of reducing the total cost to resolve a Dispute within ten (10) days after the date of delivery parties of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitration. It is the intent of the parties that any such The arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any arbitration shall proceedings will be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New YorkEnglish. (b) A party (a "Disputing Party") shall institute The arbitrator will have the power to order any arbitration proceeding hereunder by providing written notice thereof to remedy, including monetary damages, specific performance and all other forms of legal and equitable relief, except that the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall arbitrator will not have a personal or financial interest in the result power to order punitive damages. The arbitrator may hear and rule on dispositive motions as part of the arbitration or the parties to the arbitration proceeding (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest e.g., motions for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement"summary disposition) (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The Each party will be entitled to the timely production by the other party of relevant, non-privileged and non-confidential documents or copies thereof. If the parties are unable to agree on the scope and/or timing of such document production, the arbitrator shall be instructed will have the power, upon application of any party, to use best efforts to complete make all arbitration hearings no later than three (3) months from appropriate orders for the date production of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such datedocuments by any party. (d) With respect Before the arbitrator establishes the facts of the case, each party will be entitled to discovery in an arbitration proceedingexamine witnesses by deposition to provide non-privileged testimony that is relevant to the controversies, claims or disputes at issue. If the parties are unable to agree on the propriety, scope or timing of a deposition, the arbitrator must allow either party to arbitrator, upon the application of any party, may make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within all appropriate orders in connection with a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any formproposed deposition. (e) The prevailing party in any arbitrator may appoint expert witnesses only with the consent of all of the parties to the arbitration. (f) The arbitrator’s fees and the administrative expenses of the arbitration as determined will be paid equally by the arbitrator shall be entitled parties to expenses, including the arbitration. Each party to the arbitration will pay its own costs and reasonable attorneys' and other professional expenses (including attorney’s fees, incurred ) in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of award rendered by the arbitrator shall will be final and non-appealable and binding on the parties. The award rendered by the arbitrator may be enforced in entered into any court having jurisdiction, or application may be made to such court for judicial acceptance of competent jurisdictionthe award and an order of enforcement, as the case may be. Such court proceeding will disclose only the minimum amount of information concerning the arbitration as is required to obtain such acceptance or order. (h) The use Except as required by Law, neither party nor the arbitrator may disclose the existence, content or results of an arbitration brought in accordance with this Agreement. (i) Each party to this Agreement hereby agrees that in connection with any alternative dispute resolution procedures will not such action process may be construed served in the same manner as notices may be delivered under the doctrine of laches, waiver or estoppel ‎‎Section 8.2 and irrevocably waives any defenses it may have to adversely affect the rights of either partyservice in such manner.

Binding Arbitration. (a) If such representatives fail The parties agree to resolve a Dispute within ten (10) days after attempt to settle any -------------------- dispute under this Agreement by mutual discussion and consent. Any dispute between the date of delivery of the later of the notices of selection of the representativesparties not resolved by amicable discussions shall be settled by binding arbitration, unless otherwise mutually agreed, which may be commenced by notice from either party shall have to the right to submit such Dispute to final and binding arbitration. It is other at any time during the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any arbitration shall be conducted Term pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written provisions hereof governing notice thereof to the other party (the "Arbitration DemandCommencement Notice") which ). Any such notice shall describe in reasonable detail contain a short, clear statement of the nature of the Dispute, dispute (the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering . The party receiving the claims set forth notice may, but is not required to, reply to the notice promptly with its own Statement. Within 10 days of receipt of any Commencement Notice each party, pursuant to the provisions hereof governing notice, shall advise the other of the name, address, affiliation, and phone number of one individual, not an employee, director or agent of that party, or a relative of any of the foregoing. The two individuals so appointed shall appoint within 10 days thereafter a third individual who shall be a person with generally recognized competence in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature field of the Dispute relating manufacture, marketing and sale of biomaterials for healthcare use. The three individuals so appointed (the "Arbitrator(s)") shall receive and consider any relevant information provided to such counterclaim and them by either party, either orally or in writing, if, but only if, the requested relief for such counterclaims, and (3) if such other party information is Medco, selecting as the sole arbitrator for the proceeding one provided to each of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck three individuals both within ten (10) 10 days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment of the third Arbitrator and use best efforts is either accompanied by the sworn affidavit of an officer of the submitting party * CONFIDENDIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. CONTRACT MANUFACTURING AGREEMENT (continued) --------------------------------- attesting to its accuracy and completeness, or is given under oath (all such information hereafter "Evidence"). The Arbitrators shall, by a majority vote taken within 10 days of the receipt of all Evidence, render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, written judgment based solely upon the arbitrator must allow either party to make discovery requests for documents Evidence that is the narrowest reasonable award dispositive of the dispute contained in the Statements. Any arbitration commenced by one party against the other party where shall take place in the information sought is reasonably calculated to lead to jurisdiction of the discovery of admissible evidenceother, and each party agrees to respond to such discovery request within a reasonable timeexcluding cross-actions. The arbitrator is obligated to construe costs of the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined arbitration, including administrative and the Arbitrators' fees, shall be shared equally by the arbitrator parties. Each party shall be entitled to expenses, including bear its own costs and reasonable attorneys' and other professional witnesses' fees, incurred in connection with the arbitration. (f) In connection with . Neither party shall commence any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable and may be enforced action in any court of competent jurisdiction. (h) The use to resolve any dispute between them except to confirm any such arbitration award. Commencement of any alternative dispute resolution procedures such action shall be a breach of this Agreement entitling the other, in addition to any other remedy it may have at law or in equity, to terminate this Agreement forthwith. Accepted by the following authorized individuals: ▇▇▇▇▇▇ ▇▇▇▇ Corporation Organogenesis Inc. By: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ---------------------------------- ------------------------------ Print: Print: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ------------------------------ Title: President and CEO Title: Vice President, Operations ------------------------------ Date: Date: 4/10/01 4/12/01 ---------------------------------- ------------------------------ * CONFIDENDIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. CONTRACT MANUFACTURING AGREEMENT (continued) --------------------------------- SCHEDULE A-PRODUCT SPECIFICATIONS --------------------------------- The parties will not be construed under mutually agree to, and will attach, Specifications as soon as reasonably practicable. Date: [insert date] * CONFIDENDIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. CONTRACT MANUFACTURING AGREEMENT (continued) --------------------------------- SCHEDULE B--PRICING ------------------ Engineered Collagen Matrix Products - Individually Final Packaged and Gamma --------------------------------------------------------------------------- Sterilized ---------- ------------------------------------------------------------------------------- Annual Order Quantity ------------------------------------------------------------------------------- Piece Pricing ******** *********** ********** ------------------------------------------------------------------------------- Wound Dressing (single layer): ******** ******** ********* 5cm [multiply] 5cm ------------------------------------------------------------------------------- 10cm [multiply] 10cm ******** ******** ********* ------------------------------------------------------------------------------- Surgical Patch (5 layers): ******** ******** ********* 5cm [multiply] 10cm ------------------------------------------------------------------------------- 10cm [multiply] 15cm ******** ******** ********* ------------------------------------------------------------------------------- Urogyn Sling (5 layers): ******** ******** ********* 2cm [multiply] 10cm ------------------------------------------------------------------------------- 2cm [multiply] 30cm ******** ******** ********* ------------------------------------------------------------------------------- Dura Patch (4 layers): 5cm [multiply] 5cm ******** ******** ********* ------------------------------------------------------------------------------- 10cm [multiply] 10cm ******** ******** ********* ------------------------------------------------------------------------------- Date: February 5, 2001 * CONFIDENDIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. CONTRACT MANUFACTURING AGREEMENT (continued) --------------------------------- SCHEDULE C--DRAWING ------------------- The parties will agree to and will attach a drawing suitable for Supplier's quality system as soon as reasonably proacticable. Date: [insert date] * CONFIDENDIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. CONTRACT MANUFACTURING AGREEMENT (continued) --------------------------------- COPY OF PHASE II PROPOSAL (REVISED) ----------------------------------- January 19, 2001 REVISED ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ------- Organogenesis, Inc. ▇▇▇ ▇▇▇ ▇▇▇▇ Canton, MA 02021 Dear ▇▇▇▇▇▇▇: Thank you for this opportunity to continue to work with Organogenesis on your Engineered Collagen Matrix (ECM) product. Per our previous conversations, we are happy to quote on Phase 2 development of the doctrine commercial manufacturing process for this product. Based upon our previous review of lachesthe information you have provided as well as ongoing discussions, waiver or estoppel we have prepared a detailed analysis of the tasks required in order to adversely affect the rights of either partyprovide you with commercial quality ECM product manufactured by ▇▇▇▇▇▇ ▇▇▇▇. We are confident we can provide you with product that meets your specifications.

Binding Arbitration. (a) If such representatives fail to resolve a Dispute within ten (10) days after the date of delivery of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitration. It is the intent of Any controversy between the parties that any such hereto arising out of or related to this Agreement or the breach thereof or an investment in the tenant in common interests in the Project shall be settled by arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable Dallas County, Texas, in accordance herewithwith the rules of The American Arbitration Association, and judgment entered upon the award rendered may be enforced by appropriate judicial action. Except as otherwise provided in this Article IIIThe arbitration panel shall consist of one member, any arbitration which shall be conducted pursuant the mediator if mediation has occurred or shall be a person agreed to by each party to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") dispute within 30 days following notice by one party that he or she desires that a matter be arbitrated. If there was no mediation and the site of parties are unable within such 30 day period to agree upon an arbitrator, then the arbitration panel shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators one arbitrator selected by Merckthe Houston office of The American Arbitration Association, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and which arbitrator shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt area of real estate and limited liability companies and who shall be knowledgeable with respect to the subject matter area of the Arbitration Demand, such other dispute. The losing party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting bear any counterclaim, describing in reasonable detail the nature fees and expenses of the Dispute relating arbitrator, other tribunal fees and expenses, reasonable attorneys' fees of both parties, any costs of producing witnesses and any other reasonable costs or expenses incurred by the losing party or the prevailing party or such costs shall be allocated by the arbitrator. The arbitration panel shall render a decision within 30 days following the close of presentation by the parties of their cases and any rebuttal. The parties shall agree within 30 days following selection of the arbitrator to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator any prehearing procedures or further procedures necessary for the proceeding one of the potential arbitrators listed arbitration to proceed, including interrogatories or other discovery; provided, in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, any event each of whom shall not have a personal or financial interest Tenant in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and Common shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period entitled to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected discovery in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date Texas Arbitration Act, ss. 171.001 et. Seq. of the arbitrator's appointment Texas Civil Practice and use best efforts to render a decision within four (4) months from such dateRemedies Code. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable and may be enforced in any court of competent jurisdiction. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. (a) If such representatives fail to resolve a Dispute within ten (10) days after covered dispute remains unresolved at the date of delivery conclusion of the later of the notices of selection of the representatives, unless otherwise mutually agreedmediation process, either party may submit the dispute for resolution by final binding arbitration under the Procedure. The arbitration will be conducted under the Employment Arbitration Rules and Mediation Procedures of the AAA, as amended and effective on July 1, 2016, and as amended from time to time thereafter. These Rules, incorporated by reference herein, include (but are not limited to) the procedures for the joint selection of an impartial arbitrator and for the hearing of evidence before the arbitrator. The arbitrator shall have the right authority to submit such Dispute allow for appropriate discovery and exchange of information prior to final a hearing, including (but not limited to) production of documents, information requests, depositions, and binding arbitrationsubpoenas. It is the intent A copy of the complete AAA Employment Arbitration Rules and Mediation Procedures may be obtained from the Vice President of Human Resources or the Company’s designee. Any conflict between the rules and procedures set forth in the AAA rules and those set forth in this Procedure shall be resolved in favor of those in this Procedure. The burden of proof at an arbitration shall at all times be upon the party seeking relief. In reaching his/her decision, the arbitrator shall apply the governing substantive law applicable to the claim(s), cause of action(s) and defense(s) asserted by the parties as applicable in the state where the claims arise or the applicable statute at issue. The arbitrator shall have the power to award all remedies that any such arbitration could be structured in such awarded by a way as to result in a resolution of such Dispute as promptly as practicable court or administrative agency in accordance herewithwith the governing and applicable substantive law. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A The aggrieved party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing must give written notice thereof of any claim to the other party within six (6) months of the "Arbitration Demand") which date the aggrieved first knew or should have known of the facts giving rise to the claim (or a greater period of time, if allowed by an applicable statute of limitations), otherwise, the claim shall be deemed waived. The written notice shall describe in reasonable detail the nature of all claims asserted and the Disputefacts upon which such claims are based and shall be mailed to the other party by certified or registered mail, return receipt requested. Any such notice mailed to the Company shall be addressed to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Executive Vice President, General Counsel & Chief Compliance Officer ▇▇▇▇▇▇▇▇ Offshore Operators, LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, LA 70433 Any mediation or arbitration conducted pursuant to this Procedure shall take place in Covington, Louisiana or the location of the office to which the employee was assigned, unless the employee's most recent work location with the Company is outside Louisiana, in which case the mediation and arbitration will take place in such other location. The arbitrator shall render a decision and award within 30 days after the close of the arbitration hearing or at any later time on which the parties may agree. The award shall be in writing and signed and dated by the arbitrator and shall contain express findings of fact and the basis for the award. The parties will pay AAA’s administrative fee pursuant to AAA guidelines for employer promulgated plans. The Company shall bear the arbitrator’s fees and expenses. All other costs and expenses associated with the arbitration, including without limitation, the claims of parties’ respective attorneys’ fees, shall be borne by the Disputing Party and party incurring the requested relief andexpense. However, if the Disputing Party is Merck, setting forth parties arbitrate a list statutory claim that allows for an award of at least five potential independent costs and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceedingattorneys’ fees, the arbitrator must allow either party to make discovery requests for documents may award such costs and fees consistent with the term of the other party where statute and pertinent case law. Judgment upon the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined award rendered by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable and may be enforced entered in any court of competent having jurisdiction. The award may be vacated or modified only on the grounds specified in the Federal Arbitration Act or other applicable law. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. (a) If such representatives fail to the Parties do not resolve a Dispute within ten dispute as provided in Section 12.2.2, and a Party wishes to pursue the matter, each such dispute that is neither an Excluded Claim shall be resolved by binding arbitration in accordance with then effective International Chamber of Commerce (10“ICC”) days after rules, and judgment on the date of delivery of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitrationarbitration award may be entered in any court having jurisdiction thereof. It is the intent of the parties that The decision rendered in any such arbitration shall be structured in such a way as final and not appealable. If either Party intends to result in a resolution commence binding arbitration of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article IIIdispute, any arbitration such Party shall be conducted pursuant provide written notice to the then current Rules for Non-Administered Arbitration other Party informing the other Party of the Center for Public Resources ("CPR Rules") such intention and the site issues to be resolved. Within [***] after the receipt of such notice, the arbitration shall other Party may by written notice to the Party initiating binding arbitration, add additional issues to be in New York County, New Yorkresolved. (b) A party (The arbitration shall be conducted by a "Disputing Party") panel of [***], none of whom shall institute any arbitration proceeding hereunder by providing written notice thereof to be a current or former employee or director, or a then-current stockholder, of either Party or their respective Affiliates. The arbitrators must have at least [***] of experience in the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature pharmaceutical industry. Within [***] after receipt of the Disputeoriginal notice of binding arbitration, the claims of the Disputing each Party shall select one (1) person to act as arbitrator and the requested relief and, if two (2) Party-selected arbitrators shall select a third arbitrator within [***] (for which the Disputing Party is Merck, setting forth a list relevant countries are the U.S. and Japan only) of at least five potential independent and impartial their appointment. If the arbitrators selected by Merckthe Parties are unable or fail to agree upon the third arbitrator, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an third arbitrator shall be selected appointed in accordance with the CPR Rules from such list ICC rules. The arbitrators will have the authority to decide the arbitrability of potential arbitratorsthe dispute. The place of arbitration shall be Hong Kong, and all proceedings and communications shall be in English. (c) It is the intention of the Parties that discovery, although permitted as described herein, will be limited except in exceptional circumstances. The arbitrator arbitrators shall permit such limited discovery necessary for an understanding of any legitimate issue raised in the arbitration, including the production of documents. No later than [***] after selection of the third arbitrator, the Parties and their representatives shall hold a preliminary meeting with the arbitrators, to mutually agree upon and thereafter follow procedures seeking to assure that the arbitration shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision concluded within four (4) months [***] from such datemeeting. Failing any such mutual agreement, the arbitrators shall design, and the Parties shall follow procedures to such effect. (d) With respect Either Party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any preliminary injunctive or provisional relief necessary to discovery in an protect the rights or property of that Party pending the arbitration proceeding, award. The arbitrators shall have no authority to award punitive or any other non-compensatory damages. The arbitrators shall have the arbitrator must allow either party power to make discovery requests for documents order that all or part of the legal or other party where costs incurred by a Party in connection with the information sought is reasonably calculated to lead to arbitration be paid by the discovery other Party. Each Party shall bear an equal share of admissible evidence, the arbitrators’ and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any formadministrative fees of arbitration. (e) The prevailing party in any Except to the extent necessary to confirm or enforce an award or as may be required by Applicable Law, neither a Party nor an arbitrator may disclose the existence, content, or results of an arbitration as determined 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 arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitrationapplicable statute of limitations. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable and may be enforced in any court of competent jurisdiction. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. A. Within twenty (a20) If such representatives business days from the receipt of the written decision of the City Manager or his/her designee, or should the City Manager or his/her designee fail to resolve render a Dispute decision within ten (10) days after the date of delivery time period provided by these procedures, the SEMEMTA president or his/her designee, may request that a grievance be submitted to arbitration as provided for hereinafter. B. Only those grievances that directly concern or involve the interpretation or application of the later specific terms and conditions of this Memorandum of Understanding may be submitted to arbitration hereunder. In no event shall such arbitration extend to: 1. The interpretation, application, merits or legality of any federal, state or local law or ordinance, including specifically all ordinances adopted by the City Council. 2. The interpretation, application, merits or legality of the notices of selection exercise of the representativesCity’s exclusive rights and authorities as specified in Article V of this Memorandum of Understanding. C. In the event SEMEMTA desires to request that a grievance, unless otherwise which meets the requirements of Section 6.B hereof, be submitted to arbitration, it shall, within the time requirements set forth above, transmit a written request to the State Mediation & Conciliation Service with a copy thereof simultaneously transmitted to the City Manager. D. The parties shall select a mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitrationacceptable arbitrator. It is the intent of If the parties cannot agree on an arbitrator, they shall notify the State Mediation & Conciliation Service and request that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to they provide the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth parties with a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or names from which the parties will attempt to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitrationmutually select an arbitrator. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select parties cannot mutually agree upon an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statementprovided by the State Mediation & Conciliation Service, as applicable, they will select an arbitrator through an alternate striking of names from that list. The last remaining name on the list will be the selected arbitrator. The party to strike the first name will be determined by chance. ▇. ▇▇▇▇▇▇▇▇▇▇▇ of a grievance hereunder shall be selected limited to the formal grievance as originally filed by the employee to the extent that said grievance has not been resolved. Arbitration hereunder shall be conducted in accordance with applicable rules and procedures adopted or specified by the CPR Rules from State Mediation & Conciliation Service unless the parties hereto agree to other rules or procedures for the conduct of such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable timearbitration. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by fees and expenses of the arbitrator shall be entitled shared equally by the parties involved. All other expenses including but not limited to expensesfees for witnesses, including transcripts and similar costs incurred by the parties during such arbitration will be the responsibility of the party incurring such cost, unless otherwise agreed by the parties. The parties involved shall share the costs of transcripts and reasonable attorneys' and other professional fees, incurred in connection with similar materials required or requested by the arbitrationarbitrator equally. (f▇. ▇▇▇▇▇ to a hearing by an arbitrator, a representative of the City and the Association shall meet and prepare a joint statement setting forth the issue(s) to be determined which shall be submitted to the arbitrator. In connection with any Disputethe event the City and the Association cannot agree on the joint statement, each party shall present to the arbitrator, at the hearing, its own submission statement; in which case the arbitrator shall determine which of the submitted issues are to be obligated to apply solely principles of lawresolved. (g) G. The decision of the arbitrator resulting from any arbitration of grievances hereunder shall not add to, subtract from, or otherwise modify the terms and conditions of this Memorandum of Understanding. H. The decision of the arbitrator shall be final binding upon the Association. To the extent the decision and non-appealable award of the arbitrator does not require action by the City Council, such decision and award shall be binding upon the City. If within sixty (60) business days of receiving notice of a decision and award requiring action by the City Council, such action is not taken, the Association may be enforced in any then resort to a court of competent jurisdictionjurisdiction to pursue whatever other legal remedies are available to it under this Memorandum of Understanding. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. If not resolved pursuant to Sections 13.2 or 13.3 within 90 days of the request for submission to mediation, then upon the written request of either party to the other party and to JAMS, the dispute shall be submitted to arbitration by JAMS pursuant to its Comprehensive Arbitration Rules then in effect (a) except as expressly modified below). The arbitration hearings shall be held before a single arbitrator in Boston, Massachusetts, if the arbitration is initiated by Customer, or in the major metropolitan area with direct flights from Boston nearest to Customer’s principal office if the arbitration is initiated by Fresh Relevance. The arbitrator shall be independent and disinterested and shall have experience with the online advertising technology industry. If such representatives fail to resolve a Dispute the parties have not agreed upon an arbitrator within ten (10) business days after the date of delivery of the later of the notices of selection of the representatives, unless otherwise mutually agreedrequest for arbitration has been filed with JAMS, either party may request JAMS to name a list of five arbitrator candidates, and the parties shall each then, in successive rounds (with the party demanding the arbitration having the first chance to strike a name), strike one name off the list until only one name remains, which shall be the arbitrator. The arbitrator shall (a) follow the substantive rules of the applicable law, (b) require all testimony to be transcribed, and (c) accompany the award with findings of fact and a statement of reasons for the decision. The arbitrator shall have the right authority to submit such Dispute permit discovery for no more than ninety (90) days, upon reasonable request of a party, to final and binding arbitrationthe extent deemed appropriate by the arbitrator. It is The arbitrator shall determine issues of arbitrability but shall have no power or authority to (i) add to or detract from the intent written agreement of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demandthis Agreement, (2ii) asserting modify or disregard any counterclaimprovision of this Agreement, describing in reasonable detail or (iii) address or resolve any issue not submitted by the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitrationparties. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hold hearings no later during a period of not more than three (3) months from the date 45 calendar days promptly following conclusion of discovery and shall render a final decision within 45 days following conclusion of the arbitrator's appointment hearings. The arbitrator shall have the power to grant injunctive relief (without the necessity of a party posting a bond) in the event a party has violated the rights granted by, or the confidentiality provisions set forth in, this Agreement, but shall have no power to award punitive and/or exemplary damages. In the event of a conflict between the JAMS Comprehensive Arbitration Rules and use best efforts to render a decision the provisions of this Agreement, the provisions of this Agreement shall control. Any award made hereunder shall be made within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision appointment of the arbitrator shall be final and non-appealable and may be enforced entered in any court of competent jurisdiction. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. Any controversy or claim, whether based on contract, tort, statute or other legal or equitable theory (aincluding but not limited to any claim of fraud, misrepresentation or fraudulent inducement or any question of validity or effect of this Agreement, including this clause) If arising out of or related to this Agreement (including any amendments or extensions and any agreements attached as Exhibits hereto), or the breach or termination thereof shall be settled by arbitration in accordance with the then current CPR Institute for Dispute Resolution Rules for Non-administered Arbitration of Business Disputes, and this provision. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. ss.ss. 1-16 to the exclusion of any provision of state law inconsisten▇ ▇▇▇rewith or which would produce a different result, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction. The arbitration shall be held in Houston, Texas, or at some other location as mutually agreed upon by the parties. There shall be three arbitrators. TMR and SLOPI shall each select an arbitrator, and those arbitrators shall select the third arbitrator. To the extent the parties' dispute(s) concern matters of (i) oil and gas law, geology and/or petroleum engineering and/or (ii) environmental law and/or environmental science, then each arbitrator must be trained and knowledgeable in such representatives fail matters. The arbitrators shall determine the claims of the parties and render a final award. The arbitrators shall set forth the reasons for the award in writing. All statutes of limitations and defenses based upon passage of time applicable to resolve any claim of a Dispute defending party (including any counterclaim or set-off) shall be tolled while the arbitration is pending. The obligation to arbitrate all controversial claims shall extend to the successors, assigns and third party beneficiaries of the parties. The arbitrators shall order the parties to promptly exchange copies of all documents regarding the materials in dispute, potential facts, witness lists and expert witness lists, and, if requested by a party, to produce other relevant documents, to answer up to ten (10) interrogatories (including subparts), to respond to up to ten (10) requests for admissions (which shall be deemed admitted if not denied) and to produce for deposition and, if requested, at the hearing any or all listed witnesses, both fact and expert, within such party's control. Any additional discovery shall only occur by agreement of the parties or as ordered by the arbitrators upon a finding of good cause. Each party shall bear its own costs, expenses and attorney's fees; provided that if court proceedings to stay litigation or compel arbitration are necessary, any party who, in such court proceedings, unsuccessfully opposes implementation of any part of these arbitration requirements shall pay all reasonable associated costs, expenses, and attorney's fees in connection with such court proceeding. In order to prevent irreparable harm, the arbitrators shall have the power to grant temporary or permanent injunctive or other equitable relief. Prior to the appointment of an arbitrator a party may, notwithstanding any other provision of this Agreement, seek temporary injunctive relief from any court of competent jurisdiction; provided that the party seeking such relief shall (if arbitration has not already been commenced) simultaneously commence arbitration. Such court ordered relief shall not continue more than ten (10) days after the date of delivery appointment of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitration. It is the intent of the parties that arbitrators (or in any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewithevent for longer than sixty (60) days). Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to the required by law (and then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written only after prior notice thereof to the other party), no party (shall disclose the "Arbitration Demand") which shall describe in reasonable detail the nature facts of the Dispute, underlying dispute or the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal contents or financial interest in the result of the arbitration or without the parties prior consent of all parties. If any part of this arbitration provision is held to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties be unenforceable, it shall be severed and shall not be considered a personal affect either the duty to arbitrate or financial interest for any other part of this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitratorsprovision. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable and may be enforced in any court of competent jurisdiction. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. (a) If such representatives fail the Executive Officers are not able to resolve a Dispute such dispute referred to them under Section 15.2 within ten (10) days such [***] day period, and subject to Section 15.4, such dispute shall be resolved through binding arbitration, which arbitration may be initiated by either Party at any time after the date of delivery of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitration. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution conclusion of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article IIIperiod, any on the following basis: 15.3.1 The seat, or legal place, of arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site New York City, New York, USA. The language of the arbitration shall be in New York County, New YorkEnglish. 15.3.2 The arbitration shall be made in accordance with the current Rules of Arbitration of International Chamber of Commerce (ICC). The arbitration shall be conducted by a single arbitrator selected jointly by the Parties, provided that if the Parties cannot agree on a single arbitrator within [***] days of initiating arbitration proceedings under this Section 15.3 (or such longer period as the Parties may agree), then the arbitration shall be conducted by three (3) arbitrators, with one (1) arbitrator selected by each Party and the arbitrators so selected selecting the third arbitrator. Unless otherwise agreed by the Parties, each arbitrator shall have at least fifteen (15) years of experience in the subject matter of such arbitration. 15.3.3 Judgment upon the award rendered by such arbitrator(s) shall be binding on the Parties and may be entered by any court or forum having jurisdiction. 15.3.4 Either Party may apply to the arbitrator(s) for interim injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Further, 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 such Party pending the arbitration award. 15.3.5 The arbitrator(s) shall have no authority to award punitive or any other type of damages not measured by a Party’s compensatory damages. 15.3.6 Each Party shall bear its own costs and expenses and attorneys’ fees and an equal share of the arbitrator(s)’ and any administrative fees of arbitration. 15.3.7 The existence and content of the arbitral proceedings and any rulings or award shall be kept confidential except (a) to the extent that disclosure may be required of a Party to fulfill a legal duty, protect or pursue a legal right, or enforce an award in bona fide legal proceedings before a state court or other judicial authority, or (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing with the written notice thereof consent of the Parties. Notwithstanding anything to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Disputecontrary, the claims of the Disputing either Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of may disclose matters relating to the arbitration or the parties to arbitral proceedings where necessary for the arbitration (provided that the ownership preparation or presentation of shares a claim or defense in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial such arbitration. Within thirty (30) days [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. EXECUTION VERSION 15.3.8 In no event shall an arbitration be initiated after the other party's receipt date when commencement of a legal or equitable proceeding based on the Arbitration Demanddispute, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demandcontroversy, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected claim would be barred by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list statute of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitratorslimitations. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable and may be enforced in any court of competent jurisdiction. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. (a) If such representatives fail to resolve a Dispute within ten (10) days after the date of delivery of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitration. It is the intent of Any controversy between the parties that any such hereto arising out of or related to this Agreement or the breach thereof or an investment in the tenant in common interests in the Project shall be settled by arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable Dallas County, Texas, in accordance herewithwith the rules of The American Arbitration Association, and judgment entered upon the award rendered may be enforced by appropriate judicial action. Except as otherwise provided in this Article IIIThe arbitration panel shall consist of one member, any arbitration which shall be conducted pursuant the mediator if mediation has occurred or shall be a person agreed to by each party to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") dispute within 30 days following notice by one party that he or she desires that a matter be arbitrated. If there was no mediation and the site of parties are unable within such 30 day period to agree upon an arbitrator, then the arbitration panel shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators one arbitrator selected by Merckthe Dallas office of The American Arbitration Association, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and which arbitrator shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt area of real estate and limited liability companies and who shall be knowledgeable with respect to the subject matter area of the Arbitration Demand, such other dispute. The losing party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting bear any counterclaim, describing in reasonable detail the nature fees and expenses of the Dispute relating arbitrator, other tribunal fees and expenses, reasonable attorneys' fees of both parties, any costs of producing witnesses and any other reasonable costs or expenses incurred by the losing party or the prevailing party or such costs shall be allocated by the arbitrator. The arbitration panel shall render a decision within 30 days following the close of presentation by the parties of their cases and any rebuttal. The parties shall agree within 30 days following selection of the arbitrator to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator any prehearing procedures or further procedures necessary for the proceeding one of the potential arbitrators listed arbitration to proceed, including interrogatories or other discovery; provided, in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, any event each of whom shall not have a personal or financial interest Tenant in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and Common shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period entitled to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected discovery in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date Texas Arbitration Act, ss. 171.001 et. Seq. of the arbitrator's appointment Texas Civil Practice and use best efforts to render a decision within four (4) months from such dateRemedies Code. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable and may be enforced in any court of competent jurisdiction. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. A. Within seven (a7) If such representatives business days from his/her receipt of the City Manager’s or his/her designee’s written decision, or should the City Manager or his/her designee fail to resolve render a Dispute decision within ten (10) days after the date of delivery time period provided by these procedures, the Association president, or his/her designee, may request that a grievance be submitted to arbitration as provided for hereinafter. B. Only those grievances that directly concern or involve the interpretation or application of the later specific terms and conditions of this Memorandum of Understanding may be submitted to arbitration hereunder. In no event shall such arbitration extend to: 1. The interpretation, application, merits or legality of any federal, state or local law or ordinance, including specifically all ordinances adopted by the City Council. The interpretation, application, merits or legality of the notices of selection exercise of the representativesCity’s exclusive rights and authorities as specified in Article V of this Memorandum of Understanding. C. In the event the Association desires to request that a grievance, unless otherwise which meets the requirements of Section 6.B here of, be submitted to arbitration, it shall, within the time requirements set forth above, transmit a written request to the State Mediation & Conciliation Service with a copy thereof simultaneously transmitted to the City Manager. D. The parties shall select a mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitrationacceptable arbitrator. It is the intent of If the parties cannot agree on an arbitrator, they shall notify the State Mediation & Conciliation Service and request that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to it provide the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth parties with a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or names from which the parties will attempt to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitrationmutually select an arbitrator. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select parties cannot mutually agree upon an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statementprovided by the State Mediation & Conciliation Service, as applicable, they will select an arbitrator through an alternate striking of names from that list. The last remaining name on the list will be the selected arbitrator. The party to strike the first name will be determined by chance. ▇. ▇▇▇▇▇▇▇▇▇▇▇ of a grievance hereunder shall be selected limited to the formal grievance as originally filed by the employee to the extent that said grievance has not been resolved. Arbitration hereunder shall be conducted in accordance with applicable rules and procedures adopted or specified by the CPR Rules from State Mediation & Conciliation Service unless the parties hereto agree to other rules or procedures for the conduct of such list of potential arbitrators. (c) arbitration. The arbitrator parties involved shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from share the date fees and expenses of the arbitrator's appointment arbitrator equally. All other expenses including but not limited to fees for witnesses, transcripts and use best efforts to render a decision within four (4) months from similar costs incurred by the parties during such date. (d) With respect to discovery in an arbitration proceeding, will be the arbitrator must allow either party to make discovery requests for documents responsibility of the other party where incurring such cost, unless otherwise agreed by the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable timeparties. The arbitrator is obligated to construe parties involved shall share the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined costs of transcripts and similar materials required or requested by the arbitrator equally. ▇. ▇▇▇▇▇ to a hearing by an arbitrator, a representative of the City and the Association shall meet and prepare a joint statement setting forth the issue(s) to be determined which shall be entitled submitted to expensesthe arbitrator. In the event the City and Association cannot agree on the joint statement, including costs and reasonable attorneys' and other professional feeseach party shall present to the arbitrator, incurred at the hearing, its own submission statement; in connection with the arbitration. (f) In connection with any Dispute, which case the arbitrator shall determine which of the submitted issues are to be obligated to apply solely principles of lawresolved. (g) G. The decision of the arbitrator resulting from any arbitration of grievances hereunder shall not add to, subtract from, or otherwise modify the terms and conditions of this Memorandum of Understanding. The decision of the arbitrator shall be final binding upon the Association to the extent the decision and non-appealable award of the arbitrator does not require action by the City Council, such decision and award shall be binding upon the City. If within sixty (60) business days of receiving notice of a decision and award requiring action by the City Council, such action is not taken, the Association may be enforced in any then resort to a court of competent jurisdictionjurisdiction to pursue whatever other legal remedies are available to it under this Memorandum of Understanding. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. If an Other Dispute is unresolved following escalation to the Senior Officers as set forth in Section 15.5.2 (aand, for clarity, is not an Unresolved JSC Matter, which shall be resolved in accordance with Section 7.9), then such Other Dispute shall be resolved pursuant to this Section 15.5.3 and either Party shall be free to institute binding arbitration in accordance with this Section 15.5.3 upon written notice to the other Party (an “Arbitration Notice”) If and seek such representatives fail to resolve remedies as may be available. Upon receipt of an Arbitration Notice by a Party, the applicable Other Dispute within ten shall be resolved by final and binding arbitration before a panel of [***] experts with relevant industry experience (10) days the “Arbitrators”). Each of Vir Bio and Licensee shall promptly select [***] Arbitrator each, which selections shall in no event be made later than [***] after the notice of initiation of arbitration. The [***] Arbitrator shall be chosen promptly by mutual agreement of the Arbitrator chosen by Vir Bio and the Arbitrator chosen by Licensee, but in no event later than [***] after the date that the last of delivery such Arbitrators was appointed. The Arbitrators shall determine what discovery will be permitted, consistent with the goal of reasonably controlling the cost and time that the Parties must expend for discovery; provided that the Arbitrators shall permit such discovery as they deem necessary to permit an equitable resolution of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitrationdispute. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any The arbitration shall be conducted pursuant to administered by the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") [***], and the site Parties shall use reasonable efforts to expedite the arbitration if requested by either Party. The Arbitrators shall, within [***] after the conclusion of the arbitration shall be in New York Countyhearing, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with issue a written award and statement (a "Response Statement") (1) answering of decision describing the claims set forth in essential findings and conclusions on which the Arbitration Demandaward is based, (2) asserting including the calculation of any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable timedamages awarded. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined decision or award rendered by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator Arbitrators shall be final and non-appealable appealable, and judgment may be enforced entered upon it in any court of competent jurisdiction. (h) accordance with [***]. The use of any alternative dispute resolution procedures will Arbitrators shall be authorized to award compensatory damages, but shall not be construed under the doctrine of lachesauthorized to reform, waiver modify or estoppel to adversely affect the rights of either partymaterially change this Agreement or any other agreements contemplated hereunder.

Binding Arbitration. (a) 18.9.1 If such representatives fail to resolve a Dispute within ten (10) days after the date of delivery Association is not satisfied with the disposition of the later of grievance at the notices of selection of Board level, it may refer the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitration. It is the intent of the parties that any such matter for arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing the Board with written notice thereof of intent to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck arbitrate within ten (10) days of Medco's receipt the date of the Response Statement of Medco's selection as the sole arbitrator for the proceeding Board’s disposition. The parties shall have ten (10) days from the potential arbitrators listed in date of the Arbitration Demandnotice of intent to arbitrate to mutually agree upon an arbitrator. If Medco fails the parties do not mutually agree within that ten (10) day time period, the applicable time period Association shall file its Demand to select an arbitrator from Arbitrate with the list American Arbitration Association (AAA) within thirty (30) days of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an the date of the Board’s disposition and the arbitrator shall be selected by the AAA in accordance with the CPR Rules from such list of potential arbitratorsits rules. (c) The arbitrator 18.9.2 Neither party may raise a new defense or ground at Level Four not previously raised or disclosed at other written levels. Each party shall be instructed submit to use best efforts to complete all arbitration hearings no later the other party not less than three (3) months from days prior to the date of hearing a pre-hearing statement alleging facts, grounds, and defenses which will be proven at the arbitrator's appointment hearing and use best efforts hold a conference at that time in an attempt to render a decision within four (4) months from such datesettle the grievance. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) 18.9.3 The decision of the arbitrator shall be final and non-appealable conclusive and may binding upon the employees, the Board and the BSEA; subject to the right of the Board or the BSEA to judicial review, any lawful decision of the arbitrator shall be enforced in any court of competent jurisdictionforthwith placed into effect. (h18.9.4 Powers of the arbitrator are subject to the following limitations: a) The use He/she shall have no power to add to, subtract from, disregard, alter, or modify any of the terms of this Agreement. b) He/she shall have no power to establish salary scales. c) He/she shall have no power to change any practice, policy or rule of the Board. d) He/she shall have no power to interpret state or federal law but must apply the law as it is written or interpreted by the courts. e) He/she shall not hear any grievance previously barred from the scope of the grievance procedure. 18.9.5 After a case on which the arbitrator is empowered to rule hereunder has been referred to him/her, it may not be withdrawn by either party except by mutual consent. 18.9.6 If either party disputes the arbitrability of any alternative dispute resolution procedures grievance under the terms of this Agreement, the arbitrator shall have jurisdiction to determine arbitrability. In the event that a case is appealed to the arbitrator in which he/she has no power to rule, it shall be referred back to the parties without decision or recommendations on its merits. 18.9.7 More than one (1) grievance may not be considered by the arbitrator at the same time except upon mutual express written consent. 18.9.8 The cost of the arbitrator shall be borne equally by the parties, except each party shall assume its own cost for representation including any expense of witnesses. 18.9.9 Should the Association fail to institute a grievance within the time limits specified, the grievance will not be construed processed. Should the Association fail to appeal a decision within the limits specified, the grievance shall not be processed. 18.9.10 All preparation, filing, presentation, or consideration of grievance shall be held at the times other than when a teacher or a participating Association representative are to be at his/her assigned duty station. 18.9.11 Where no wage loss has been caused by the action of the Board, the Board shall be under no obligation to make monetary adjustments and the doctrine arbitrator shall have no power to order one. 18.9.12 Grievance negotiations and arbitration matters shall be scheduled after the regular school day only. Under special Board consideration, a teacher engaged during the school day in negotiating on behalf of lachesthe Association with any representative of the Board or participating in any professional grievance negotiation, waiver including arbitration at the request of the school Board or estoppel to adversely affect the rights state labor mediation board shall be released from regular duties without loss of either partysalary.

Binding Arbitration. Any controversy arising out of or related to this Agreement or the breach thereof or an investment in the Investor Units shall be settled by arbitration in Orange County, California, in accordance with the rules of The American Arbitration Association (a) the “AAA”), and judgment entered upon the award rendered may be enforced by appropriate judicial action. The arbitration panel shall consist of one member, which shall be the mediator if mediation has occurred or shall be a person agreed to by each party to the dispute within 30 days following notice by one party that he desires that a matter be arbitrated. If such representatives fail to resolve a Dispute within ten (10) days after the date of delivery of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final there was no mediation and binding arbitration. It is the intent of the parties that any are unable within such arbitration be structured in such a way as 30 day period to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article IIIagree upon an arbitrator, any arbitration then the panel shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators one arbitrator selected by Merckthe Orange County office of The American Arbitration Association, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and which arbitrator shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt area of real estate and limited liability companies and who shall be knowledgeable with respect to the subject matter area of the Arbitration Demand, such other dispute. The losing party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting bear any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim fees and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date expenses of the arbitrator's appointment , other tribunal fees and use best efforts to expenses, reasonable attorney’s fees of both parties, any costs of producing witnesses and any other reasonable costs or expenses incurred by him or the prevailing party or such costs shall be allocated by the arbitrator. The arbitration panel shall render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, 30 days following the close of presentation by the parties of their cases and any rebuttal. The parties shall agree within 30 days following selection of the arbitrator must allow either party to make discovery requests any prehearing procedures or further procedures necessary for documents of the arbitration to proceed, including interrogatories or other party where the information sought is reasonably calculated to lead to the discovery of admissible evidencediscovery; provided, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator event each Member shall be entitled to expensesdiscovery. This Section 17.12 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including costs and reasonable attorneys' and other professional feesthe Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, incurred in connection with the arbitration. (f) In connection with any Disputenevertheless, the arbitrator it shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable and may be enforced in any determined by a court of competent jurisdiction. (h) The use jurisdiction that any provision or wording of this Section 17.12, including any alternative dispute resolution procedures will commercial arbitration rules or rules of the AAA shall be invalid or unenforceable under the Delaware Arbitration Act or other applicable law, such invalidity shall not invalidate all of this Section 17.12. In that case, this Section 17.12 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Section 17.12 shall be construed under the doctrine of laches, waiver to omit such invalid or estoppel to adversely affect the rights of either partyunenforceable provision.

Binding Arbitration. In the event of any dispute, controversy or claim arising out of, or in connection with or relating to this Agreement, or the interpretation, performance or breach thereof (a) If any such representatives fail to matter, a “Dispute”), the parties hereto shall resolve a such Dispute within ten (10) days after by binding arbitration under the date of delivery Commercial Arbitration rules of the later of American Arbitration Association or its successor (the notices of selection of “AAA”) then in effect, and in accordance with applicable law, but subject to the representativesfollowing agreed provisions. Subject to legal privileges, unless otherwise mutually agreed, either party the arbitrator shall have the right power to submit such Dispute permit discovery to final and binding arbitrationthe fullest extent allowable under the Federal Rules of Civil Procedure. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any The arbitration shall be conducted pursuant in Dallas, Texas, and the proceedings shall be kept strictly confidential by the parties, their respective advisors and the arbitrators. Notice of papers or processes relating to any arbitration proceeding, or for the then current Rules for Non-Administered Arbitration confirmation of award and entry of judgment on an award may be served on each of the Center for Public Resources parties by registered or certified mail at the addresses set forth in Section 11 hereof. Each such Dispute shall be promptly adjudicated by a panel of three neutral arbitrators appointed as follows: ("CPR Rules"a) each party shall nominate an arbitrator, and the site two arbitrators so appointed shall appoint a third arbitrator who shall act as president of the arbitration shall be in New York County, New York.arbitral tribunal; (b) A if either party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof fails to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within nominate an arbitrator within thirty (30) days after of receiving notice of the nomination of an arbitrator by the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with appointed by the CPR Rules from such list AAA upon the written request of potential arbitrators.either party; (c) The if the two arbitrators to be nominated by the parties fail to agree upon a third arbitrator within thirty (30) days of the appointment of the second arbitrator, the third arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from appointed by the date AAA upon the written request of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date.either party; and (d) With respect should a vacancy arise because any arbitrator dies, resigns, refuses to discovery in an arbitration proceedingact or becomes incapable of performing his functions, the vacancy shall be filled by the method by which that arbitrator must allow either party to make discovery requests for documents was originally appointed. All arbitrators shall be of the other party where the information sought is reasonably calculated to lead good reputation and character and shall be highly knowledgeable about oil and gas industry matters and have legal expertise relating to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable timeDispute. The arbitrator is obligated to construe Company shall pay the term "document" literally to encompass data compilations in any form. (e) arbitrators’ expenses. The prevailing party in any arbitration as determined by the arbitrator arbitrators shall be entitled to expensesprovide a written opinion supporting their conclusions, including costs detailed findings of fact and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles conclusions of law. (g) The decision . Such findings of the arbitrator fact shall be final and non-appealable and binding on the parties. The arbitrators may be enforced award damages and/or permanent injunctive relief, but in any no event shall the arbitrators have the authority to award punitive or exemplary damages. Notwithstanding anything to the contrary in this Section 15, the Company may apply to a court of competent jurisdiction. (h) The use jurisdiction to enforce the covenants set forth in Sections 9 and 10 for relief in the form of a temporary restraining order or preliminary or permanent injunction. If proper notice of any alternative dispute resolution procedures will not be construed under hearing has been given, the doctrine arbitrators shall have full power to proceed to take evidence or to perform any other acts necessary to arbitrate the matter in the absence of laches, waiver or estoppel any party who fails to adversely affect the rights of either partyappear.

Binding Arbitration. 11.3.1 Any dispute under this Agreement that is not settled pursuant to Sections 11.1 or 11.2 shall be finally settled by binding arbitration, conducted in accordance with the Commercial Arbitration Rules of the AAA by one mutually agreed upon independent, neutral arbitrator having at least five (a5) years of experience directly or indirectly related to the disputed issue(s). If such representatives fail to resolve a Dispute the Parties do not mutually agree on an arbitrator within ten forty- five (1045) days after initiating arbitration, the date of delivery Parties shall request the AAA to appoint an arbitrator. The procedures or rules for the arbitration may be modified by mutual written consent of the later Parties, including having mediation rather than an arbitration conducted. Any arbitration shall be in English held in San Diego, California if the dispute resolution is initiated by Celera and in Rockville, Maryland if the dispute resolution is initiated by Diversa. The arbitrator shall determine what discovery shall be permitted, consistent with the goal of limiting the cost and time that the Parties must expend for discovery; provided, however, that the arbitrators shall permit such discovery, as they deem necessary to permit an equitable resolution of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitrationdispute. It is the intent of the parties that any such arbitration be structured in such a way as to result Any written evidence originally in a resolution of such Dispute as promptly as practicable language other than English shall be submitted in accordance herewithEnglish translation accompanied by the original or a true copy thereof. Except as otherwise expressly provided in this Article IIIAgreement, any arbitration the costs of the arbitration, including administrative and arbitrator fees, shall be conducted pursuant to shared equally by the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, Parties and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator Party shall be entitled to expenses, including bear its own costs and reasonable attorneys' and other professional fees, witness' fees incurred in connection with the arbitration. (f11.3.2 A disputed performance or suspended performance(s) In connection with any Dispute, pending the arbitrator shall resolution of the arbitration must be obligated to apply solely principles of law. (g) The completed within a reasonable time period following the final decision of the arbitrator arbitrators. 11.3.3 Any arbitration subject to this Section 11.2 shall be final completed within one (1) year from the filing of the notice of a request for such arbitration and non-appealable a written decision with reasons therefore provided to the Parties. 11.3.4 Any decision which requires a monetary payment shall require such payment to be payable in United States dollars, free of any tax or other deduction. 11.3.5 The Parties agree that the decision shall be the sole, exclusive and binding remedy between them regarding any and all disputes, controversies, claims and counterclaims presented to the arbitrators. If a Party fails to comply with a decision, then the other Party may be enforced seek judicial recognition and enforcement of the award or decision in any a court of competent jurisdiction. (h) The use of any alternative dispute resolution procedures will not 11.3.6 Nothing herein shall be construed under as depriving either Party, at any time prior to the doctrine empanelment of lachesthe arbitral tribunal, waiver of the right to obtain provisional measures, including, injunctions, orders for posting security, attachment of funds or estoppel property, or any other preliminary relief, in any court of competent jurisdiction within the United States. The arbitral tribunal, by its own motion or motion of the Parties, is authorized to adversely affect award any form of provisional measures it deems appropriate and the rights Parties may enforce such award in any such court of either partycompetent jurisdiction.

Binding Arbitration. (a) If Except as provided in Sections 3.1(b)(iii), 3.2(c) and 9, Buyer and Seller agree that any controversy or claim arising out of or relating to this Agreement or the transactions contemplated herein (including any question arising as to whether or not any dispute falls within the terms of this Section 11.11 or the selection of arbitrators) shall be settled by arbitration, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "AAA") in effect as of the Closing Date, although such representatives fail to resolve arbitration need not be administered by the AAA. Such arbitration shall be conducted by a Dispute single neutral arbitrator. Buyer shall choose one arbitrator and Seller shall choose one arbitrator both within ten fifteen (1015) days after the date of delivery notice by either party of the later of the notices of selection of the representatives, unless otherwise mutually agreed, need to commence arbitration. If either party has not chosen an arbitrator within such 15-day period, then the appointed arbitrator shall be the arbitrator for the arbitration. If both parties have chosen an arbitrator within such 15-day period, the right two arbitrators shall agree on a third arbitrator, who shall serve as the sole arbitrator for the arbitration. Arbitration proceedings shall be commenced by either Buyer or Seller, by delivering to submit the other a written notice requesting arbitration. All arbitration proceedings shall be conducted in Omaha, Nebraska, or at such Dispute other location as is mutually agreed to by Seller and Buyer, on a date and at a time that is reasonably acceptable to each of Seller and Buyer. The award rendered by the arbitrator shall be final and binding arbitrationon the parties and may be entered in any court having jurisdiction thereof. The arbitrator shall be bound to follow the laws of the State of Delaware. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant concluded as quickly as reasonably practicable. Buyer and the Seller shall use reasonable efforts to cause the arbitrator to manage the arbitration such that a decision is delivered to the then current Rules for Non-Administered Arbitration parties within 60 days after the controversy or claim is submitted to arbitration. The arbitrator shall use all reasonable efforts to issue the final award or awards within a period of five (5) business days after closure of the Center for Public Resources ("CPR Rules") and the site proceedings. Failure of the arbitration arbitrator to meet the time limits of this Section 11.11(a) shall not be in New York County, New Yorka basis for challenging the award. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to All costs, including the arbitrator's fees and expenses and the reasonable costs and expenses of the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Disputeand its counsel, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced borne by the party or parties against which an award is rendered in representing clients in commercial arbitrationdispute. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators.ASSET PURCHASE AGREEMENT (c) The arbitrator Any legal proceeding instituted to enforce an arbitration award hereunder may be brought in a court of competent jurisdiction (either state or federal). Nothing herein shall be instructed construed to use best efforts to complete all arbitration hearings no later than three (3) months prevent any party from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable and may be enforced seeking equitable relief in any court of competent jurisdiction. (h) The use jurisdiction to restrain or prohibit any breach or threatened breach of any alternative covenant of the parties set forth in this Agreement, whether or not the parties have first sought to resolve the dispute resolution procedures will not be construed under the doctrine of laches, waiver through negotiation or estoppel arbitration pursuant to adversely affect the rights of either party.this Section 11.11. ASSET PURCHASE AGREEMENT

Binding Arbitration. (a) If such representatives fail to resolve a Dispute within ten (10) days after the date of delivery of mediation procedures called for under Subsection 19.3 above the later of the notices of selection of the representativesDispute remains unresolved, unless otherwise mutually agreed, either party shall have the right any Party wishing to submit such Dispute to final and binding arbitration. It is the intent of the parties that any such arbitration be structured in such a way as to result in further pursue a resolution of such the Dispute as promptly as practicable must initiate binding arbitration, before a single arbitrator, by providing to JAMS, or its successor, in accordance herewith. Except as otherwise provided in this Article IIISeattle, any Washington and to the other Designated Representatives a written request for binding arbitration shall be conducted pursuant to this Section. The written request for binding arbitration must set forth the then current Rules for Non-Administered Arbitration subject of the Center for Public Resources ("CPR Rules") Dispute and the site relief requested, and such request must be provided within thirty (30) days of the arbitration shall be in New York County, New Yorkmediation. (b) A party (a "Disputing Party") The Designated Representatives shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe then cooperate with JAMS and with one another in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from JAMS’ panel of neutrals, but if the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, Designated Representatives cannot agree on an arbitrator within seven (7) days, then each Designated Representative shall select a designee from among the JAMS panel of neutrals, and those designees shall in turn select, from among the JAMS panel of neutrals, the single arbitrator who shall hear the matter in arbitration (the “Arbitrator”). Notwithstanding the above, no one will be selected nominated to act as an Arbitrator who is in accordance with any way financially interested in the CPR Rules from such list business affairs of potential arbitratorsany of the Port or Corix. (c) The arbitrator arbitration shall be instructed to use best efforts to complete all conducted in Seattle, Washington under the arbitration hearings no later than three (3) months from rules contained in the date then published Commercial Arbitration Rules and Mediation Procedures of the arbitrator's appointment and use best efforts to render a decision within four (4) months from AAA, except as such dateare inconsistent with the explicit provisions herein. (d) With respect to The Federal Rules of Civil Procedure shall govern discovery in an arbitration proceedingduring arbitration; however, the arbitrator must allow either party Arbitrator shall have full discretion to make regulate discovery requests so as to provide for documents prompt, efficient, and fair resolution of the other party where claims, disputes and matters in question. During the information sought is reasonably calculated to lead to conduct of the discovery arbitration proceedings, the Arbitrator shall have full discretion concerning the admissibility and relevance of admissible evidence, and each party agrees to respond to being guided in exercising such discovery request within a reasonable time. The arbitrator is obligated to construe discretion by the term "document" literally to encompass data compilations principles set out in any formthe Federal Rules of Evidence. (e) The Arbitrator shall, within thirty (30) days of the conclusion of the arbitration, issue an award that shall be binding upon the parties and judgment on the award may be entered in any court of appropriate jurisdiction. The arbitration award must be in writing and must explain the reasons for the decision. The Arbitrator may, but will not be bound to, make findings of fact or conclusions of law. The arbitration award shall include an award to the substantially prevailing party in any arbitration as determined by the arbitrator shall be entitled to expensesof reasonable attorneys’ fees and costs, including the costs and reasonable attorneys' and other professional feesof retaining experts, incurred in connection with the arbitration. (f) In connection with any Disputearbitration proceeding; however, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of Arbitrator may not award such attorney’s fees and costs if the arbitrator shall be final and non-appealable and may be enforced in any court of competent jurisdiction. (h) The use of any alternative dispute resolution procedures will Arbitrator does not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either find there is a substantially prevailing party.

Binding Arbitration. (a) If such representatives fail PPG and FHS agree to meet and confer in good faith to resolve any problems or disputes that may arise under this Agreement. Such good faith meet and confer shall be a Dispute within ten condition precedent to the filing of any arbitration demand by either party. In addition, should the parties, prior to submitting a dispute to arbitration, desire to utilize other impartial dispute settlement techniques such as mediation or fact-finding, a joint request for such services may be made to the American Arbitration Association (10) days after “AAA”). Judicial Arbitration and Mediation Services (“JAMS”), or the date parties may initiate such other procedures as they may mutually agree upon at such time. Notwithstanding the foregoing, nothing contained herein is intended to require arbitration of delivery disputes for medical malpractice between a Member and the PPG. The parties further agree that any controversy or claim arising out of or relating to this Agreement, or the later of the notices of selection of the representativesbreach thereof, unless otherwise mutually agreedwhether involving a claim in tort, either party contract, or otherwise, shall have the right to submit such Dispute to be settled by final and binding arbitration. It is , upon the intent motion of either party, to arbitration under the appropriate rules of the parties that any such arbitration be structured in such a way AAA or JAMS, as to result in a resolution of such Dispute as promptly as practicable in accordance herewithagreed by the parties. Except as otherwise provided in this Article III, any The arbitration shall be conducted pursuant in Sacramento, Los Angeles, or San Francisco, California by a single, neutral arbitrator who is licensed to the then current Rules for Non-Administered Arbitration practice law. The written demand shall contain a detailed statement of the Center for Public Resources matter and facts and include copies of all related documents supporting the demand. Arbitration must be initiated within six ("CPR Rules"6) and months after the site of the arbitration shall be in New York County, New York. (b) A party (alleged controversy or claim occurred by submitting a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof demand to the other party. The failure to initiate arbitration within that period shall mean the complaining party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitrationbarred forever from initiating such proceedings. Within thirty (30) days after the other party's receipt of the Arbitration Demand, All such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and proceedings shall be experienced in representing clients in commercial arbitration. If administered by the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand AAA or Response StatementJAMS, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined agreed by the arbitrator shall be entitled to expensesparties, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Disputehowever, the arbitrator shall be obligated to apply solely principles bound by applicable state and federal law, and shall issue a written opinion setting forth findings of fact and conclusions of law. (g) . The parties agree that the decision of the arbitrator shall be final and non-appealable and binding as to each of them. Judgment upon the award rendered by the arbitrator may be enforced entered in any court having jurisdiction. The arbitrator shall have no authority to make material errors of competent jurisdictionlaw or to award punitive damages or to add to, modify, or refuse to enforce any agreements between the parties. The arbitrator shall make findings of fact and conclusions of law and shall have no authority to make any award which could not have been made by a court of law. The party against whom the award is rendered shall pay any monetary award and/or comply with any other order of the arbitrator within sixty (60) days of the entry of judgment on the award, or take an appeal pursuant to the provisions of the California Civil Code. The parties waive their right to a jury or court trial. In all cases submitted to arbitration, the parties agree to share equally the administrative fee as well as the arbitrator’s fee, if any, unless otherwise assessed by the arbitrator. The administrative fees shall be advanced by the initiating party subject to final apportionment by the arbitrator in this award. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. (a) If such representatives fail to resolve a Dispute within ten (10) days after the date of delivery of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party any dispute shall have the right to submit such Dispute to final and binding arbitration. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or arise between the parties to this Contract, either before or after its termination, with reference to the arbitration (provided that interpretation of this Contract, including the ownership of shares in a mutual fund that owns securities formation or validity thereof, or the rights of either of party with respect to any transactions under this Contract, the parties shall not be considered a personal or financial interest for this purpose) and dispute shall be experienced in representing clients in commercial arbitrationreferred to three (3) arbitrators. Within One arbitrator is to be chosen by each party and the third by the two so chosen. If either party refuses or neglects to appoint an arbitrator within thirty (30) days after the other party's receipt of written notice from the Arbitration Demand, such other party shall furnish requesting it to do so, the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, requesting party may nominate two (2) asserting any counterclaim, describing in reasonable detail arbitrators who shall choose the nature third. In the event the arbitrators do not agree on the selection of the Dispute relating to such counterclaim third arbitrator within thirty (30) days, each arbitrator shall name three (3), of whom the other arbitrator shall decline two (2) and the requested relief for decision shall be made by drawing lots. All arbitrators shall be executive or retired officers of insurance or reinsurance companies or underwriters at Lloyd's of London, not under the control of either party to this Contract. If more than one Reinsurer is involved in the same dispute, all such counterclaims, Reinsurers shall constitute and (3) if such other act as one party is Medco, selecting as the sole arbitrator for the proceeding one purposes of this Article, provided, however, that nothing herein shall impair the rights of such Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the potential arbitrators listed in Reinsurer under the Arbitration Demand or if such other terms of this Contract from several to joint. Each party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties submit its case to the arbitration arbitrators within thirty (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (1030) days of Medco's receipt the appointment of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe arbitrators shall consider this Contract an honorable engagement rather than merely a legal obligation; they are relieved of all judicial formalities and may abstain from following the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles strict rules of law. (g) . The decision of a majority of the arbitrator arbitrators shall be final and non-appealable binding on both the Company and the Reinsurer. Judgment may be enforced entered upon the award of the arbitrators in any court having jurisdiction. Each party shall bear the fee and expenses of competent jurisdictionits own arbitrator, one half of the fees and the expenses of the third arbitrator and one half of the other expenses of the arbitration. In the event both arbitrators are chosen by one party, the fees of the arbitrators shall be equally divided between parties. Any such arbitration shall take place in Hatboro, Pennsylvania, unless some other location is mutually agreed upon by the parties. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. (a) If such representatives fail a grievance has not been satisfactorily resolved during the process described in 3.B. above, the MSEA may submit the grievance to resolve binding arbitration by submitting a Dispute written “Request for Arbitration” to the Labor Relations Connection (LRC) with a copy to the Executive Director (or designee), including a statement of the grievance to be arbitrated, the section(s) of the Agreement claimed to have been violated, and a statement of the remedy sought. Such a “Request for Arbitration” must be made within ten forty-two (1042) days after the date of delivery receipt of the later of Executive Director’s written decision. An arbitrator shall be selected through the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitration. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable LRC in accordance herewith. Except as otherwise provided with its rules then in this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New Yorkeffect. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an The arbitrator shall be selected in accordance with the CPR Rules have no authority to add to, subtract from such list of potential arbitratorsor modify this Agreement. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable binding on the MainePERS, and may the MSEA and the employee(s) affected. (d) All costs of arbitration, including the fees and expenses of the arbitrator, shall be enforced divided equally between the MainePERS and the MSEA, provided that each party shall bear the full expense of preparing and presenting its own case, including costs of counsel. (e) The arbitrator shall fix the time and place of the hearing, taking into consideration the convenience of the parties. The arbitrator shall be requested to issue a written decision within thirty (30) days after completion of the proceedings. The arbitrator shall be bound by the rules of the LRC which are applicable to labor relations arbitration and which are in effect at the time of the proceedings. In the event of a dispute as to the arbitrability of an issue, the arbitrator shall make a preliminary determination on that subject. The arbitrator shall not consider more than one pending grievance dispute in any court arbitration proceeding, except by the specific written agreement of competent jurisdictionthe parties. (f) In a grievance involving the discharge of an employee, the arbitration hearings shall be commenced within four (4) months of the filing of the request for arbitration with the LRC, and any subsequent hearing dates that are required will be scheduled at the earliest convenient opportunity of the arbitrator and the parties. In the event of a scheduling conflict, arbitration of grievances involving discharge shall have priority over all other pending grievance arbitration matters. (g) In the event of an award of back pay, the arbitrator shall reduce the award by any unemployment compensation received by the employee during the back pay period and by any other money received from MainePERS by the employee in relation to the matter arbitrated. (h) The use At least ten (10) days in advance of any alternative dispute resolution procedures the arbitration hearing date, the parties will exchange lists of documents anticipated to be offered in evidence or relied upon by witnesses. If either party determines after this period that additional witnesses or documents will be offered or relied on, that party will notify the other party as soon as the determination is made and not be construed under later than forty-eight (48) hours in advance of the doctrine hearing. (i) At least fourteen (14) days in advance of lachesthe date set for the first arbitration hearing, waiver or estoppel the parties will make a good faith attempt to adversely affect resolve the rights of either partydispute.

Binding Arbitration. (ai) If such representatives fail any dispute referred to in Section 9.04(b) above cannot be resolved through non-binding mediation as provided in Section 9.04(c), the parties agree that they will resolve a Dispute within ten (10) days after the date of delivery of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and dispute through binding arbitration. It is Non-technical matters shall be decided by a single arbitrator under the intent Commercial Arbitration Rules of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewithAmerican Arbitration Association. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an The arbitrator shall be selected in accordance with and the CPR Rules from such list of potential arbitrators. (c) The arbitrator matter resolved using the process described below. Disputes regarding technical matters shall be instructed referred to use best efforts to complete all an independent engineer who is not the Consulting Engineer. Any arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead hereunder shall be conclusive as to the discovery of admissible evidencematters submitted, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable binding upon the parties, and may be enforced in any court of competent jurisdictionjurisdiction in the State of Florida. The parties agree to the entry of such judgment in any court of competent jurisdiction in the State of Florida. Either party may give to the other written notice of its intention to have a matter submitted to arbitration hereunder, in which event a hearing thereon shall commence within a reasonable time (not to exceed fifteen (15) days, unless expressly provided otherwise in this Agreement) thereafter. (hii) The use parties shall mutually agree on a single commercial arbitrator or independent engineer, as applicable. In the event the parties cannot agree, the following procedure shall be used to select the commercial arbitrator or independent engineer, as applicable: the parties shall each submit to the other the name of any alternative one commercial arbitrator or independent engineer, as applicable, which each believes is qualified; together, these two shall select a third commercial arbitrator or independent engineer, as applicable. The individual so selected shall arbitrate the dispute resolution procedures will and is referred to hereafter as the “Arbitrator.” The Arbitrator may be relieved of employment by either party; provided, however, that during a hearing or pending a decision, the Arbitrator shall not be construed under relieved of employment except by mutual agreement of the doctrine parties. If such an event occurs, the parties shall immediately select a new Arbitrator utilizing the above-described procedure. (iii) In the event either party submits a dispute to arbitration and the other party disagrees as to whether the subject matter of lachessuch dispute is within the scope of this Section 9.04(g), waiver the Arbitrator shall first determine whether the subject matter is within such scope. If the Arbitrator determines that the subject matter is within its scope, it shall resolve the matter. If the Arbitrator determines the subject matter is not within the scope of this Section 9.04(g), the Arbitrator shall not resolve the dispute and the matter shall be resolved by any other means available at law or estoppel in equity. (iv) The services of the Arbitrator shall be paid for, together with any additional costs incurred in excess of the Arbitrator’s fee, including but not limited to adversely affect any costs incurred in enforcing the rights of either arbitration decision, by the nonprevailing party.

Binding Arbitration. (ai) If such representatives Representatives fail to resolve a Dispute within ten (10) days after the date of delivery of the later letter of the notices of selection of the representativesRepresentatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitration. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III9, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") ), and the site of the arbitration shall be in New York County, New York. (bii) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement")in (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck Merck, setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitrationthe subject matter of the Dispute. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) business days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (diii) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally liberally to encompass data compilations in any form. (eiv) The prevailing party in any arbitrator shall be instructed to use best efforts to complete all arbitration as determined by hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from the date of the arbitrator's appointment. (v) In the case of a Dispute between the parties, the arbitrator shall be entitled to allocate responsibility between the parties for the expenses, including costs and reasonable attorneys' and other professional fees, incurred by the parties in connection with the arbitrationarbitration (including the fees and expenses of the arbitrator), in a manner that the arbitrator deems appropriate in light of the claims, and responses thereto, made by the parties and the ultimate success of the parties with respect to such claims and responses. (fvi) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (gvii) The decision of the arbitrator shall be final and non-appealable and may be enforced in any court of competent jurisdiction. (hviii) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. The Parties agree that the negotiation and arbitration procedures set forth below will be the sole and exclusive remedy for resolving disputes or disagreements for money damages between any of the Parties as to the interpretation of any provision of this Management Agreement or of any of the agreements contemplated hereby, as to the performance of any obligations hereunder or thereunder, as to any determination to be made by any of the Parties hereunder or thereunder, or that otherwise arise out of this Management Agreement or any of the agreements contemplated hereby (aeach, a “Dispute”): 1. In the event that any Party or Parties hereto asserts that there exists a Dispute, such Party or Parties (the “Asserting Parties”) If will deliver a written notice to the other Party or Parties involved in such representatives fail Dispute (the “Receiving Parties”), specifying the nature of the asserted Dispute and requesting a meeting to resolve a the same (the “Dispute within ten (10) days after the date of Notice”). Upon delivery of the later Dispute Notice, the Asserting Parties and the Receiving Parties (the “Disputing Parties”) will promptly meet in a good faith effort to resolve such Dispute. If the Disputing Parties are unable to resolve such Dispute through good faith negotiations within 15 calendar days after delivery of the notices Dispute Notice, the Asserting Parties may commence binding arbitration hereunder by delivering to the Receiving Parties written notice of selection arbitration (the “Arbitration Notice”) within 60 calendar days after delivery of the representativesDispute Notice. Such Arbitration Notice shall specify the matters as to which arbitration is sought, unless otherwise mutually agreedthe nature of any Dispute, either the claims of each party to the arbitration and shall have specify the right amount and nature of any damages, if any, sought to submit such Dispute be recovered as a result of any alleged claim, and any other matters required by the Rules (as defined below) to final and binding arbitrationbe included therein, if any. 2. It is the intent Upon delivery of the parties that any such Arbitration Notice, the Dispute will be settled exclusively by binding arbitration in the city of Chicago, Illinois. Such arbitration will be structured in such a way as to result in a resolution of such administered by the Center for Public Resources Institute for Dispute as promptly as practicable Resolutions (the “Institute”) in accordance herewith. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to the then current with its then-prevailing Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party Business Disputes (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute“Rules”), the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential by one independent and impartial arbitrators arbitrator jointly selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim Asserting Parties and the requested relief for such counterclaimsReceiving Parties (or, and (3) if such other party is Medcothey cannot agree, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitratorsRules). 3. Notwithstanding anything to the contrary provided herein, the arbitration will be governed by the United States Arbitration Act, 9 U.S.C. § 1 et seq. 4. The fees and expenses of the Institute and the arbitrator will be paid equally by the Disputing Parties to the arbitration and will be advanced by it from time to time as required; provided that at the conclusion of the arbitration, the arbitrator will award costs and expenses (cincluding the costs of the arbitration previously advanced and the fees and expenses of attorneys, accountants and other experts) between the Disputing Parties based on the relative extent to which each of such Parties prevails on the merits of the Dispute. 5. The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from permit and facilitate such limited discovery as it shall determine appropriate in the date of circumstances, consistent with the arbitrator's appointment ’s purpose of obtaining a swift and use best efforts to render a decision within four (4) months from efficient resolution of any Dispute. The Disputing Parties will keep confidential any proprietary information or other non-public information disclosed in any such datediscovery. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time6. The arbitrator will render its decision and award within 90 days of the conclusion of the arbitration hearing. Notwithstanding anything to the contrary provided herein and without prejudice to the above procedures, any Disputing Party may apply to any court of competent jurisdiction for temporary injunctive or other provisional judicial relief if such action is obligated necessary to construe avoid irreparable damage or to preserve the term "document" literally status quo until such time as the arbitration panel is convened and available to encompass data compilations in any form. (e) hear such Party’s request for temporary relief. The prevailing party in any arbitration as determined award rendered by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall will be final and non-appealable binding on all of the Disputing Parties and there will be no appeal from or reexamination of the final award, except for fraud, perjury, evident partiality or misconduct by an arbitrator prejudicing the rights of any Party, or to correct manifest clerical errors. Each of the Disputing Parties may enforce such final award and a judgment thereon may be enforced entered in any court of competent jurisdiction. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. In the event the JDC cannot reach agreement with respect to a particular matter that is properly to be decided by unanimous vote of the JDC under Section 2.2.3(c) above, and such matter is not resolved by the applicable Negotiators in accordance with Section 2.2.3 above, then the matter shall be referred to binding arbitration by one (a1) If arbitrator. In such representatives fail arbitration, the arbitrator shall be an independent expert (including in the area of the dispute) in the pharmaceutical or biotechnology industry mutually acceptable to resolve a Dispute the Parties. The Parties shall use their best efforts to mutually agree upon one (1) arbitrator; provided, however, that if the Parties have not done so within ten (10) days after initiation of arbitration hereunder, or such longer period of time as the date of delivery Parties have agreed to in writing, then such arbitrator shall be an independent expert as described in the preceding sentence selected by the Chicago office of the later of American Arbitration Association. Such arbitration shall be limited to casting the notices of selection of deciding vote with respect to matter in dispute, and in connection therewith, each Party shall submit to the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final arbitrator in writing its position on and binding arbitration. It is the intent of the parties that any such arbitration be structured in such a way as to result in a desired resolution of such Dispute as promptly as practicable in accordance herewithmatter. Except as otherwise provided in this Article III, any arbitration Such submission shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck made within ten (10) days of Medco's the selection or appointment of the arbitrator, and the arbitrator shall rule on such matter and cast the deciding vote within ten (10) days of receipt of the Response Statement written submissions by both Parties. The arbitrator shall select one of Medco's selection the Party’s positions as his decision, and shall not have authority to render any substantive decision other than to so select the sole position of either Celgene or Array; provided, however, that the arbitrator shall not have the authority to select a Party’s position if such position would require Array to conduct clinical trial activities that are not within the general guidelines and objectives for trial designs previously agreed by the proceeding from Parties (“Trial Design Guidelines”) as interpreted by the potential arbitrators listed arbitrator. Except as provided in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statementpreceding sentence, as applicable, an arbitrator such arbitration shall be selected conducted in accordance with the CPR then-current Commercial Arbitration Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable timeAmerican Arbitration Association. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs arbitrator’s ruling and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator vote shall be final and non-appealable and may be enforced in any court of competent jurisdiction. (h) binding upon the Parties. The use costs of any alternative dispute resolution procedures will not arbitration conducted pursuant to this Section 2.3 shall be construed under borne equally by the doctrine Parties. The Parties shall use diligent efforts to cause the completion of laches, waiver or estoppel to adversely affect the rights of either partyany such arbitration within sixty (60) days following a request by any Party for such arbitration.

Binding Arbitration. (a) If such representatives fail to resolve a Dispute within ten (10) days after covered dispute remains unresolved at the date of delivery conclusion of the later of the notices of selection of the representatives, unless otherwise mutually agreedmediation process, either party may submit the dispute for resolution by final binding arbitration under the Procedure. The arbitration will be conducted under the employment Dispute Resolution Rules of the AAA, as amended and effective on June 1, 1997, and as amended from time to time thereafter. These Rules, incorporated by reference herein, include (but are not limited to) the procedures for the joint selection of an impartial arbitrator and for the hearing of evidence before the arbitrator. The arbitrator shall have the right authority to submit such Dispute allow for appropriate discovery and exchange of information prior to final a hearing, including (but not limited to) production of documents, information requests, depositions, and binding arbitrationsubpoenas. It is the intent A copy of the complete AAA Employment Dispute Resolution Rules may be obtained from the Vice President of Human Resources or the Company’s designee. Any conflict between the rules and procedures set forth in the AAA rules and those set forth in this Procedure shall be resolved in favor of those in this Procedure. The burden of proof at an arbitration shall at all times be upon the party seeking relief. In reaching his/her decision, the arbitrator shall apply the governing substantive law applicable to the claim(s), cause of action(s) and defense(s) asserted by the parties as applicable in the state where the claims arise or the applicable statute at issue. The arbitrator shall have the power to award all remedies that any such arbitration could be structured in such awarded by a way as to result in a resolution of such Dispute as promptly as practicable court or administrative agency in accordance herewithwith the governing and applicable substantive law. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A The aggrieved party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing must give written notice thereof of any claim to the other party within six (6) months of the "Arbitration Demand") which date the aggrieved first knew or should have known of the facts giving rise to the claim (or a greater period of time, if allowed by an applicable statute of limitations), otherwise, the claim shall be deemed waived. The written notice shall describe in reasonable detail the nature of all claims asserted and the Disputefacts upon which such claims are based and shall be mailed to the other party by certified or registered mail, return receipt requested. Any such notice mailed to the Company shall be addressed to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Senior Vice President & General Counsel ▇▇▇▇▇▇▇▇ Offshore Operators, LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, LA 70433 Any mediation or arbitration conducted pursuant to this Procedure shall take place in Covington, Louisiana or the location of the office to which the employee was assigned, unless the employee’s most recent work location with the Company is outside Louisiana, in which case the mediation and arbitration will take place in such other location. The arbitrator shall render a decision and award within 30 days after the close of the arbitration hearing or at any later time on which the parties may agree. The award shall be in writing and signed and dated by the arbitrator and shall contain express findings of fact and the basis for the award. The parties will pay AAA’s administrative fee pursuant to AAA guidelines for employer promulgated plans. The Company shall bear the arbitrator’s fees and expenses. All other costs and expenses associated with the arbitration, including without limitation, the claims of parties’ respective attorneys’ fees, shall be borne by the Disputing Party and party incurring the requested relief andexpense. However, if the Disputing Party is Merck, setting forth parties arbitrate a list statutory claim that allows for an award of at least five potential independent costs and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceedingattorneys’ fees, the arbitrator must allow either party to make discovery requests for documents may award such costs and fees consistent with the term of the other party where statute and pertinent case law. Judgment upon the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined award rendered by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable and may be enforced entered in any court of competent having jurisdiction. The award may be vacated or modified only on the grounds specified in the Federal Arbitration Act or other applicable law. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. (a) A. If such representatives fail the grievance is not settled at Level Three, the Union may submit it to resolve a Dispute binding arbitration by providing written notice to the Superintendent within ten (10) business days after of receipt of the Board’s answer at Level Three. B. After filing a request for arbitration, but prior to selecting a hearing officer, the District and Union shall attempt to settle the grievance through mediation. The mediator and the date of delivery for the settlement conference will be mutually agreed upon by the District and the Union. Fees charged by the mediator, if any, shall be split equally by the parties. All other costs shall be borne by the party incurring them. C. If the parties are unable to settle the grievance through mediation, the District and Union will each appoint an attorney who will represent that party in the arbitration hearing. The attorneys shall confer and agree upon a hearing officer and a date for the arbitration hearing. D. The hearing officer’s authority is limited to determining violations of the later express terms of this Agreement. The hearing officer shall limit him/herself to the issues submitted involving the grievance and shall consider nothing else. S/he shall have no authority to add to, subtract from, or change the Agreement between the parties, but shall be permitted to rule on the arbitrability of the notices of selection of issues raised by the representatives, unless otherwise mutually agreed, either party parties. The hearing officer shall have no authority to rule upon any matter which has been retained as a subjective judgment of management, such as ratings on performance evaluations or the right to submit such Dispute to final measurement of an employee’s or applicant’s qualifications, skills, abilities, and binding arbitration. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New Yorkexperience. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or E. To encourage the parties to resolve the matter prior to arbitration, no party shall be permitted to offer any evidence or arguments at the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either hearing not already presented at Step One, Two or Three of the parties grievance process. The hearing officer shall not be considered a personal have no authority to consider such evidence or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitratorsarguments. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) F. The decision of the arbitrator hearing officer shall be final and non-appealable and may be enforced in any court of competent jurisdictionbinding on both parties. (h) G. In order to keep costs to a minimum, the arbitration hearing shall be held at a District facility or other free location arranged by the District. H. The use cost of any alternative dispute resolution procedures will not the hearing officer shall be construed under shared equally by the doctrine of laches, waiver or estoppel to adversely affect parties. All other costs shall be borne by the rights of either partyparty incurring such cost.

Binding Arbitration. If the parties should have a dispute arising out of or relating to this Agreement or the parties’ respective rights and duties hereunder and without limiting the City’s right to terminate this Agreement as set forth in Section 13, then the parties will resolve such dispute in the following manner: (ai) If any party may at any time deliver to the other a written dispute notice setting forth a brief description of the issue(s) for which such notice initiates the dispute resolution mechanism contemplated by this Section 23; (ii) during the 45 day period following the delivery of the notice described in Section 23(i) above, appropriate representatives fail of the parties will meet and seek to resolve a Dispute the disputed issue(s) through negotiation, (iii) if representatives of the parties are unable to resolve the disputed issue(s) through negotiation, then within ten (10) 15 days after the date period described in Section 23(ii) above, the parties will refer the issue (to the exclusion of delivery a court of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute law) to final and binding arbitration. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article IIIWilmington, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected Delaware in accordance with the CPR Rules from such list then existing rules (the “Rules”) of potential the American Arbitration Association (“AAA”), and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof; provided, however, that the law applicable to any controversy shall be the law of the state of Delaware, regardless of principles of conflicts of laws. In any arbitration pursuant to this Agreement, (a) discovery shall be allowed and governed by the Rules, and (b) the award or decision shall be rendered by a majority of the members of a Board of Arbitration consisting of three members, one of whom shall be appointed by each of the respective parties and the third of whom shall be the chairman of the panel and be appointed by mutual agreement of said two party-appointed arbitrators. (c) The . In the event of failure of said two arbitrators to agree within 30 days after the commencement of the arbitration proceeding upon the appointment of the third arbitrator, the third arbitrator shall be instructed appointed by the AAA in accordance with the Rules. In the event that either party shall fail to use best efforts to complete all arbitration hearings no later than three (3) months from appoint an arbitrator within 15 days after the date commencement of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, such arbitrator and the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the third arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred appointed by the AAA in connection accordance with the arbitration. (f) In connection with any Dispute, the arbitrator Rules. Nothing set forth above shall be obligated interpreted to apply solely principles prevent the parties from agreeing in writing to submit any dispute to a single arbitrator in lieu of law. (g) The decision a three member Board of Arbitration. Upon the completion of the arbitrator selection of the Board of Arbitration (or if the parties agree otherwise in writing, a single arbitrator), an award or decision shall be final and non-appealable and may be enforced in any court of competent jurisdictionrendered within no more than 30 days or such other period agreed to by the parties. Nothing herein shall restrict the parties from limiting the discovery or having less than three arbitrators. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. (a) If such representatives fail Any controversy or claim arising out of or relating to resolve a Dispute this Agreement, the breach, termination or validity thereof, or the transactions contemplated herein (including any question arising as to whether or not any dispute falls within ten the terms of this Section or the selection of arbitrators) shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as modified herein, by three arbitrators, with each of Parent and the Company (10) days or after the date of delivery of Closing, the later of Shareholder Representative), selecting one arbitrator and the notices of selection of two so selected shall select a third (and if they are unable to agree, such third arbitrator shall be appointed by the representativesAAA). The arbitration shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.), unless otherwise mutually agreed, either party shall have and judgment upon the right to submit such Dispute to final and binding arbitrationaward rendered by the arbitrator may be entered by any court having jurisdiction thereof. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any The arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York Hennepin County, New YorkMinnesota. (b) A party The Parent Parties and the Company (a "Disputing Party"and after the Closing, the Shareholder Representative) shall institute any arbitration proceeding hereunder have discovery rights as provided by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature Federal Rules of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitratorsCivil Procedure. (c) The arbitrator Parent Parties and the Company (and after the Closing, the Shareholder Representative) shall be instructed bear their own costs in connection with the arbitration and shall share equally the fees and expenses of the arbitrators. The foregoing shall not affect rights the Shareholder Representative may have to use best efforts to complete all arbitration hearings no later than three (3) months reimbursement for such costs from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such dateShareholder Fund Amount. (d) With respect The parties hereto (and after the Closing, the Shareholder Representative), agree that any legal proceeding instituted to discovery enforce an arbitration award hereunder will be brought in a state or federal court of competent jurisdiction (either state or federal) located in Hennepin County, Minnesota and hereby submit to personal jurisdiction therein and irrevocably waive any objection as to venue therein, and further agree not to plead or claim in any such court that any such proceeding has been brought in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any forminconvenient forum. (e) The prevailing party in any arbitration as determined by the arbitrator Nothing herein shall be entitled construed to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with prevent any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable and may be enforced party from seeking equitable relief in any court of competent jurisdiction. (h) The use jurisdiction to compel specific performance or restrain or prohibit any breach or threatened breach of any alternative dispute resolution procedures will not be construed under covenant of the doctrine of laches, waiver or estoppel to adversely affect the rights of either partyparties set forth in this Agreement.

Binding Arbitration. (a) If such representatives fail to resolve a Dispute within ten (10) days after the date of delivery of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitration. It is the intent of Any controversy between the parties that any such hereto arising out of or related to this Agreement or the breach thereof or an investment in the tenant in common interests in the Project shall be settled by arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable Hennepin County, Minnesota, in accordance herewithwith the rules of The American Arbitration Association, and judgment entered upon the award rendered may be enforced by appropriate judicial action. Except as otherwise provided in this Article IIIThe arbitration panel shall consist of one member, any arbitration which shall be conducted pursuant the mediator if mediation has occurred or shall be a person agreed to by each party to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") dispute within 30 days following notice by one party that he or she desires that a matter be arbitrated. If there was no mediation and the site of parties are unable within such 30 day period to agree upon an arbitrator, then the arbitration panel shall be in New York County, New York. (b) A party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators one arbitrator selected by Merckthe Minneapolis office of The American Arbitration Association, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and which arbitrator shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt area of real estate and limited liability companies and who shall be knowledgeable with respect to the subject matter area of the Arbitration Demand, such other dispute. The losing party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting bear any counterclaim, describing in reasonable detail the nature fees and expenses of the Dispute relating arbitrator, other tribunal fees and expenses, reasonable attorneys' fees of both parties, any costs of producing witnesses and any other reasonable costs or expenses incurred by the losing party or the prevailing party or such costs shall be allocated by the arbitrator. The arbitration panel shall render a decision within 30 days following the close of presentation by the parties of their cases and any rebuttal. The parties shall agree within 30 days following selection of the arbitrator to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator any prehearing procedures or further procedures necessary for the proceeding one of the potential arbitrators listed arbitration to proceed, including interrogatories or other discovery; provided, in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, any event each of whom shall not have a personal or financial interest Tenant in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and Common shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period entitled to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected discovery in accordance with the CPR Rules from such list of potential arbitratorsMinnesota Uniform Arbitration Act, Minn. Stat. ▇▇. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date▇▇. 572.08 - 572.30. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator shall be final and non-appealable and may be enforced in any court of competent jurisdiction. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. (a) If such representatives fail Any dispute not settled by the parties by structured negotiation (other than actions for injunctive relief including specific performance) shall be submitted only to resolve a Dispute within ten (10) days after the date of delivery of the later of the notices of selection of the representatives, unless otherwise mutually agreed, either party shall have the right to submit such Dispute to final and binding arbitration. It is The arbitration will be conducted in accordance with the intent procedures set forth herein and the Arbitration Rules for Commercial Arbitration Rules of the parties that any AAA. In the event of a conflict with such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in rules, this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New YorkAgreement will control. (b) A The arbitration shall take place in Seattle, Washington, before a panel of three arbitrators appointed as follows: each party (shall select a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Disputesingle arbitrator, the claims of the Disputing Party and the requested relief and, if two (2) selected arbitrators shall mutually agree upon a third. The arbitrators selected shall have knowledge and experience in the Disputing Party is Merck, computer software business. The arbitrators shall rule on the dispute by issuing a written opinion setting forth a list findings of at least five potential independent fact and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest rationale for this purpose) and shall be experienced in representing clients in commercial arbitration. Within their decision within thirty (30) days after the other party's receipt close of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable timehearings. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined decision rendered by the arbitrator shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles of law. (g) The decision of the arbitrator arbitrators shall be final and non-appealable binding and may be enforced entered as a judgment in any court of competent jurisdiction. (h) . The use arbitrators shall control the scheduling so as to process the matter expeditiously. The times specified in this Section may be extended upon mutual agreement of the parties upon a showing of good cause. The parties may submit written briefs. Discovery shall be controlled by the arbitrators and shall be permitted as follows: each party may submit in writing to the other party, and that party shall so respond, to a maximum of any alternative dispute resolution procedures combination of thirty-five (35) (none of which may have subparts) of interrogatories, demands to produce documents, and requests for admission. Unless provided otherwise in the Agreement, the arbitrators may not award non-monetary or equitable relief of any sort. They will have no power to award damages inconsistent with the Agreement. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrators have power to make an award or impose a remedy that could not be construed under made or imposed by a court deciding the doctrine of laches, waiver or estoppel to adversely affect matter in the rights of either partysame jurisdiction.

Binding Arbitration. 21.2.1 If a Dispute is not resolved in the Initial Resolution Period set forth in Section 21.1, except as expressly provided for in Subsection 21.2.5, each Party hereto hereby irrevocably and unconditionally agrees to submit any Dispute to binding arbitration (ato be conducted in the manner set forth below). Within five (5) If such representatives Business Days after the expiration of the Initial Resolution Period, LEVEL 3 and ACS-ANC shall mutually select one arbitrator with industry expertise in the subject matter of this Agreement; provided that, in the event that LEVEL 3 and ACS-ANC fail to resolve a Dispute mutually select an arbitrator within ten (10) days after Business Days following the date of delivery expiration of the later Initial Resolution Period, a neutral arbitrator, who has experience as a retired judge shall be selected within seven (7) days by Judicial Arbitration and Mediation Services (JAMS) in accordance with the JAMS Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”). Except as otherwise provided herein, the final decision regarding any Dispute shall be determined by the arbitrator and in accordance with the JAMS Rules. The Parties expressly agree that the arbitrator shall determine the discovery methods that shall be available to the Parties under this Subsection as appropriate under the circumstances. The Parties agree to use all reasonable efforts to have the arbitration hearing to be conducted within 180 days of the notices of selection appointment of the representativesmutually-selected arbitrator or the JAMS selected arbitrator. 21.2.2 Any final award shall be preceded by a written reasoned draft proposed award, unless otherwise mutually agreed, either party and any Party shall have the right to submit demand a hearing on the proposed award, which hearing shall be preceded by submissions of memoranda by the Parties addressing the proposed award and stating such Dispute facts of record and such authority as the Party wishes to call to the arbitrator’s attention, and after any hearing thereon the arbitrator shall enter a final award which (a) shall be just, within the scope of this Agreement and binding arbitration. It is consistent with the Parties’ intent that this Agreement shall remain in full force and effect for the remaining term of the parties contract; (b) shall include a written decision setting out findings as to issues and the reasoning on which the award rests; (c) may include injunctive relief; (d) shall be made within sixty (60) days of the conclusion of any hearing or briefing if at all practicable; and (e) may be confirmed in any court having jurisdiction over the Party against whom enforcement is being sought. 21.2.3 The obligation of the Parties provided herein to arbitrate any Dispute between the Parties (or their respective heirs, successors, assigns or affiliates) shall not be deemed a waiver of any right of termination under this Agreement and the 21.2.4 The place of arbitration shall be Anchorage, Alaska. Subject to Subsection 21.2.5, each Party agrees not to commence any dispute, action, suit or proceeding between the Parties (or their respective heirs, successors, assigns or affiliates) arising out of, relating to, or in connection with this Agreement, or the breach, or termination or validity thereof, regardless of whether such dispute is based upon fiduciary duty, tort, contract, statute, regulation or otherwise, except with such arbitrator; each Party further agrees that service of any process, notice, summons or document by U.S. registered mail to the address for such Party set forth in this Agreement shall be effective service for any such arbitration brought against such Party; each Party hereby irrevocably and unconditionally waives any objection to the laying of venue of any such arbitration in Anchorage, Alaska, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim that any such arbitration be structured has been brought in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site of the arbitration shall be in New York County, New Yorkan improper venue or an inconvenient forum. (b) 21.2.5 A party (request by a "Disputing Party") shall institute any Party to a court for interim equitable or injunctive relief to protect and secure its rights under this Agreement pending arbitration proceeding hereunder by providing written notice thereof to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered deemed a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt waiver of the Arbitration Demandright to arbitrate. Furthermore, the Parties irrevocably and unconditionally agree to submit any such other party shall furnish request exclusively to a state or Federal court located in Anchorage, Alaska; each Party agrees not to commence any such request except in the Disputing Alaska state or Federal Courts; each Party with a written statement (a "Response Statement") (1) answering further agrees that service of any process, summons, notice or document by U.S. registered mail to the claims address for such Party set forth in this Agreement shall be effective service of process for any such request brought against such Party in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail Alaska Courts; each Party hereby irrevocably and unconditionally consents to the nature personal jurisdiction of the Dispute relating Alaska Courts and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such counterclaim court any defense that such court does not have personal jurisdiction over it; each Party hereby irrevocably and unconditionally waives any objection to the requested relief for laying of venue of any action, suit or proceeding arising out of such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed request in the Arbitration Demand Alaska Courts and hereby further irrevocably and unconditionally waives and agrees not to plead or if claim in any such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merckcourt that any such action, each of whom shall not have a personal suit or financial interest proceeding brought in the result of the arbitration any such court has been brought in an improper venue or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitratorsinconvenient forum. (c) 21.2.6 The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment Parties, their representatives, other participants and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party in any arbitration as determined by the arbitrator shall be entitled to expenseshold the existence, including costs content and reasonable attorneys' result of any arbitration, and the Parties, their representatives, and other professional feesparticipants shall hold the existence, incurred content and result of any request to a court hereunder in connection with the arbitration. (f) In connection with any Dispute, strictest of confidence and shall not disclose the arbitrator shall be obligated to apply solely principles of same except as required by law. (g) The decision of the arbitrator shall be final and non-appealable and may be enforced in any court of competent jurisdiction. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. (a) If such representatives fail Any dispute, controversy or claim arising out of or in connection with or relating to resolve a Dispute within ten (10) days after this Agreement or any breach or alleged breach thereof, or any benefit or alleged benefit hereunder, shall be submitted to and settled by binding arbitration in Des Moines, Iowa, in accordance with the date of delivery Commercial Arbitration Rules of the later of American Arbitration Association. Any dispute, controversy or claim submitted for resolution shall be submitted to three (3) arbitrators. The Company involved in the notices of selection of dispute, controversy or claim, or PFG if more than one Company is so involved, shall select one arbitrator, the representatives, unless otherwise mutually agreed, either party Executive shall have select one arbitrator and the right to submit such Dispute to third arbitrator shall be selected by the first two arbitrators. Any award rendered shall be final and binding arbitration. It is the intent of conclusive upon the parties that any such arbitration and a judgment thereon may be structured entered in such the highest court of a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewithforum, state or federal, having jurisdiction. Except as otherwise provided in this Article III, any arbitration shall be conducted pursuant to the then current Rules for Non-Administered Arbitration of the Center for Public Resources ("CPR Rules") and the site The expenses of the arbitration shall be borne by the Companies, except that Executive’s expenses shall be handled according to Section 6.1. No arbitration shall be commenced after the date when institution of legal or equitable proceedings based upon such subject matter would be barred by the applicable statute of limitations. Notwithstanding anything to the contrary contained in New York this Section 6.3 or elsewhere in this Agreement, either party may bring an action in the District Court of Polk County, New York. (b) A or the United States District Court for the Southern District of Iowa, if jurisdiction there lies, in order to maintain the status quo ante of the parties. The “status quo ante” is defined as the last peaceable, uncontested status between the parties. However, neither the party (a "Disputing Party") shall institute bringing the action nor the party defending the action thereby waives its right to arbitration of any arbitration proceeding hereunder by providing written notice thereof dispute, controversy or claim arising out of or in connection or relating to this Agreement. Notwithstanding anything to the contrary contained in this Section 6.3 or elsewhere in this Agreement, either party may seek relief in the form of specific performance, injunctive or other party (equitable relief in order to enforce the "Arbitration Demand") which shall describe in reasonable detail the nature decision of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within thirty (30) days after the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with the CPR Rules from such list of potential arbitrators. (c) The arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from the date of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date. (d) With respect to discovery in an arbitration proceeding, the arbitrator must allow either party to make discovery requests for documents of the other party where the information sought is reasonably calculated to lead to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable time. The arbitrator is obligated to construe the term "document" literally to encompass data compilations in any form. (e) The prevailing party parties agree that in any arbitration as determined by commenced pursuant to this Agreement, the arbitrator parties shall be entitled to expensessuch discovery (including depositions, including costs requests for the production of documents and reasonable attorneys' and other professional fees, incurred interrogatories) as would be available in connection a federal district court pursuant to Rules 26 through 37 of the Federal Rules of Civil Procedure. In the event that either party fails to comply with the arbitration. (f) In connection with any Disputeits discovery obligations hereunder, the arbitrator arbitrator(s) shall be obligated have full power and authority to apply solely principles compel disclosure or impose sanctions to the full extent of law. (g) The decision Rule 37 of the arbitrator shall be final and non-appealable and may be enforced in any court Federal Rules of competent jurisdictionCivil Procedure. (h) The use of any alternative dispute resolution procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party.

Binding Arbitration. In the event of any dispute, controversy or claim arising out of, or in connection with or relating to this Agreement, or the interpretation, performance or breach thereof (a) If any such representatives fail to matter, a “Dispute”), the parties hereto shall resolve a such Dispute within ten (10) days after by binding arbitration under the date of delivery Commercial Arbitration rules of the later of American Arbitration Association or its successor (the notices of selection of “AAA”) then in effect, and in accordance with applicable law, but subject to the representativesfollowing agreed provisions. Subject to legal privileges, unless otherwise mutually agreed, either party the arbitrator shall have the right power to submit such Dispute permit discovery to final and binding arbitrationthe fullest extent allowable under the Federal Rules of Civil Procedure. It is the intent of the parties that any such arbitration be structured in such a way as to result in a resolution of such Dispute as promptly as practicable in accordance herewith. Except as otherwise provided in this Article III, any The arbitration shall be conducted pursuant in Dallas, Texas, and the proceedings shall be kept strictly confidential by the parties, their respective advisors and the arbitrators. Notice of papers or processes relating to any arbitration proceeding, or for the then current Rules for Non-Administered Arbitration confirmation of award and entry of judgment on an award may be served on each of the Center for Public Resources parties by registered or certified mail at the addresses set forth in Section 11 hereof. Each such Dispute shall be promptly adjudicated by a panel of three neutral arbitrators appointed as follows: ("CPR Rules"a) each party shall nominate an arbitrator, and the site two arbitrators so appointed shall appoint a third arbitrator who shall act as president of the arbitration shall be in New York County, New York.arbitral tribunal; (b) A if either party (a "Disputing Party") shall institute any arbitration proceeding hereunder by providing written notice thereof fails to the other party (the "Arbitration Demand") which shall describe in reasonable detail the nature of the Dispute, the claims of the Disputing Party and the requested relief and, if the Disputing Party is Merck, setting forth a list of at least five potential independent and impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. Within nominate an arbitrator within thirty (30) days after of receiving notice of the nomination of an arbitrator by the other party's receipt of the Arbitration Demand, such other party shall furnish the Disputing Party with a written statement (a "Response Statement") (1) answering the claims set forth in the Arbitration Demand, (2) asserting any counterclaim, describing in reasonable detail the nature of the Dispute relating to such counterclaim and the requested relief for such counterclaims, and (3) if such other party is Medco, selecting as the sole arbitrator for the proceeding one of the potential arbitrators listed in the Arbitration Demand or if such other party is Merck setting forth a list of at least five potential impartial arbitrators selected by Merck, each of whom shall not have a personal or financial interest in the result of the arbitration or the parties to the arbitration (provided that the ownership of shares in a mutual fund that owns securities of either of the parties shall not be considered a personal or financial interest for this purpose) and shall be experienced in representing clients in commercial arbitration. If the Disputing Party is Medco, Medco shall notify Merck within ten (10) days of Medco's receipt of the Response Statement of Medco's selection as the sole arbitrator for the proceeding from the potential arbitrators listed in the Arbitration Demand. If Medco fails within the applicable time period to select an arbitrator from the list of potential arbitrators included in Merck's Arbitration Demand or Response Statement, as applicable, an arbitrator shall be selected in accordance with appointed by the CPR Rules from such list AAA upon the written request of potential arbitrators.either party; (c) The if the two arbitrators to be nominated by the parties fail to agree upon a third arbitrator within thirty (30) days of the appointment of the second arbitrator, the third arbitrator shall be instructed to use best efforts to complete all arbitration hearings no later than three (3) months from appointed by the date AAA upon the written request of the arbitrator's appointment and use best efforts to render a decision within four (4) months from such date.either party; and (d) With respect should a vacancy arise because any arbitrator dies, resigns, refuses to discovery in an arbitration proceedingact or becomes incapable of performing his functions, the vacancy shall be filled by the method by which that arbitrator must allow either party to make discovery requests for documents was originally appointed. All arbitrators shall be of the other party where the information sought is reasonably calculated to lead good reputation and character and shall be highly knowledgeable about manufacturing industry matters and have legal expertise relating to the discovery of admissible evidence, and each party agrees to respond to such discovery request within a reasonable timeDispute. The arbitrator is obligated to construe Company shall pay the term "document" literally to encompass data compilations in any form. (e) arbitrators’ expenses. The prevailing party in any arbitration as determined by the arbitrator arbitrators shall be entitled to expensesprovide a written opinion supporting their conclusions, including costs detailed findings of fact and reasonable attorneys' and other professional fees, incurred in connection with the arbitration. (f) In connection with any Dispute, the arbitrator shall be obligated to apply solely principles conclusions of law. (g) The decision . Such findings of the arbitrator fact shall be final and non-appealable and binding on the parties. The arbitrators may be enforced award damages and/or permanent injunctive relief, but in any no event shall the arbitrators have the authority to award punitive or exemplary damages. Notwithstanding anything to the contrary in this Section 15, the Company may apply to a court of competent jurisdiction. (h) The use jurisdiction to enforce the covenants set forth in Sections 9 and 10 for relief in the form of a temporary restraining order or preliminary or permanent injunction. If proper notice of any alternative dispute resolution procedures will not be construed under hearing has been given, the doctrine arbitrators shall have full power to proceed to take evidence or to perform any other acts necessary to arbitrate the matter in the absence of laches, waiver or estoppel any party who fails to adversely affect the rights of either partyappear.