Common use of Binding Arbitration Clause in Contracts

Binding Arbitration. In the event that a dispute arises between Landlord and Tenant such matter shall be submitted to binding arbitration as follows: (1) Any arbitration hereunder shall be held pursuant to the Commercial Arbitration Rules of the American Arbitration Association except that: (i) Landlord and Tenant shall each select one arbitrator. The two appointed arbitrators shall jointly choose a third arbitrator from a list provided by the American Arbitration Association and the third arbitrator shall be the sole arbitrator to hear the dispute. If either party fails to appoint an arbitrator within twenty (20) days after demand by the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Association, the American Arbitration Association shall select an arbitrator for the party failing to make appointment or shall appoint the third arbitrator, as the case may be. (ii) The arbitration shall be held in the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agree. (iii) The parties shall bear their own expenses of the arbitration, including attorneys fees and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association shall be paid one-half by the Landlord and one-half by the Tenant. (v) The award of the arbitrators shall be binding and shall be enforceable in any court of the state in which the Premises are located. (2) If the American Arbitration Association is not then in existence or refuses to administer the arbitration, the arbitration shall be administered by the most nearly comparable organization as shall be agreed by the parties, or failing agreement, as shall be determined by the Union County Superior Court of Elizabeth, New Jersey. (3) Notwithstanding anything herein to the contrary, either party shall have the right to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Lease, such matter shall be litigated by the parties.

Binding Arbitration. In Any controversy, dispute or claim arising out of, in connection with, or in relation to, the event that a dispute arises between Landlord and Tenant such matter construction, performance, or breach of this Agreement shall be submitted to binding adjudicated by arbitration as follows: (1) Any conducted in accordance with the existing rules for commercial arbitration hereunder shall be held pursuant to the Commercial Arbitration Rules of the American Arbitration Association except that: (i) Landlord and Tenant shall each select one arbitrator. The two appointed arbitrators shall jointly choose a third arbitrator from a list provided by the American Arbitration Association and the third arbitrator shall be the sole arbitrator to hear the dispute. If either party fails to appoint an arbitrator within twenty (20) days after demand by the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Association, or any successor organization in New York or California (the American "AAA"), as determined by the party initiating the arbitration. The demand for arbitration shall be delivered in accordance with the notice provisions of this Agreement. Arbitration Association hereunder shall be conducted by a single arbitrator selected jointly by the parties hereto. If within thirty (30) days after a demand for arbitration is made, the parties hereto are unable to agree on a single arbitrator, three arbitrators shall be appointed. Each party shall select an one arbitrator for and those two arbitrators shall then select within thirty (30) days a third neutral arbitrator. If the party failing to make appointment or shall appoint arbitrators selected by the parties cannot agree on the third arbitrator, as they shall discuss the case may be. (ii) The arbitration qualifications of such third arbitrator with the AAA prior to selection of such arbitrator, which selection shall be held in accordance with the City in which any facility leased hereunder is locatedexisting rules of the AAA. If an arbitrator cannot continue to serve, or such other location as a successor to an arbitrator selected by the parties shall mutually agree. (iii) The parties shall bear their own expenses of be also selected by the arbitrationsame party, including attorneys fees and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association a successor to a neutral arbitrator shall be paid one-half by selected as specified above. A full rehearing will be held only if the Landlord and one-half by neutral arbitrator is unable to continue to serve or if the Tenant. (v) The award of the remaining arbitrators unanimously agree that such a rehearing is appropriate. Any discovery in connection with arbitration hereunder shall be binding and shall limited to information directly relevant to the controversy or claim in arbitration. Judgment upon any arbitration award rendered may be enforceable entered in any court of the state in which the Premises are locatedcompetent jurisdiction. EACH PARTY HERETO UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT. (2) If the American Arbitration Association is not then in existence or refuses to administer the arbitration, the arbitration shall be administered by the most nearly comparable organization as shall be agreed by the parties, or failing agreement, as shall be determined by the Union County Superior Court of Elizabeth, New Jersey. (3) Notwithstanding anything herein to the contrary, either party shall have the right to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Lease, such matter shall be litigated by the parties.

Binding Arbitration. In (a) With regard to any Dispute not resolved under the procedures specified in Section 15.1, Section 15.2, or Section 15.3 (in each case within the time limits set for such resolution in such Section), or in the event that any Party or the Lender Representative will not participate in such procedures, any Party or the Lender Representative may elect to have the dispute resolved by binding arbitration by providing the other Parties and the Lender Representative (if the Lender Representative is not the Person providing such notice) with a dispute arises between Landlord and Tenant such matter notice setting forth in detail the nature of the Dispute in question (an "Arbitration Notice") no later than six (6) months after the delivery of the Dispute Notice under Section 15. 1. Such arbitration shall be submitted conducted before a single arbitrator agreed upon by the Parties and the Lender Representative. If the Parties and the Lender Representative are unable to binding agree upon a single arbitrator within ten (10) days of the delivery of the Arbitration Notice to the last Person to receive it among the Parties and the Lender Representative, the arbitration as follows: (1) Any arbitration hereunder shall be held pursuant conducted before an arbitrator to be selected by the Commercial Arbitration Rules Parties and the Lender Representative from a list of eleven (11) names provided by the American Arbitration Association except that: Association. On the fifth day after all of the Parties and the Lender Representative have received the list of names from the American Arbitration Association, the Parties and the Lender Representative shall meet in person or confer by phone and alternately strike names (iwith the Lender Representative striking first and the Parties then proceeding alphabetically) Landlord and Tenant until one Person's name is left, who shall each select one be the arbitrator. The two appointed , unless such Person does not meet the qualifications set out in Section 15.4(b) or is unable to serve, in which case the Person whose name was the last name stricken from the list of potential arbitrators shall jointly choose be selected as the arbitrator instead. If that Person is also disqualified or unable to serve, then a third arbitrator new list of eleven (11) names shall be obtained from a list provided by the American Arbitration Association and the third arbitrator process repeated. The arbitration shall be conducted in accordance with the sole arbitrator to hear commercial arbitration rules of the dispute. If either party fails to appoint an arbitrator within twenty (20) days after demand by American Arbitration Association but the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided arbitration will not be administered by the American Arbitration Association. The arbitrator shall render his determination in writing and shall provide an explanation of the rationale underlying his determination, the American Arbitration Association shall select an arbitrator for the party failing including references to make appointment or shall appoint the third arbitrator, as the case may be. (ii) any relevant provisions of this Agreement. The arbitration shall be held in governed by the City in which United States Arbitration Act, 9 U.S.C. Section 1 et seq., and judgment upon the award rendered by the arbitrator may be recognized and enforced by any facility leased hereunder is located, or such other location as court having jurisdiction thereof. All decisions of the parties arbitrator shall mutually agreebe final and binding upon the Parties and the Committee. (iiib) The parties arbitrator shall bear their own expenses be competent by virtue of education and experience in the particular subject matter of the arbitrationDispute and shall not have had any financial interest directly or indirectly in or any contractual relationship with any Party, including attorneys fees and costs the Lender Representative or any senior creditor of expert witnessesMESC or MESH within the prior three years or have been an officer, director or employee of any Person having such a financial interest or contractual relationship. (ivc) The filing arbitrator shall have jurisdiction or authority only to interpret or determine compliance with the provisions of this Agreement in so far as shall be necessary to the determination of issues properly appealed to the arbitrator. The arbitrator shall not have any jurisdiction or authority to add to, detract from, or alter in any way the provisions of this Agreement. The arbitrator is not empowered to award punitive damages. (d) The Parties shall equally share the cost of the fee or honorarium of the arbitrator and any service charges or other fees of charges required by the American Arbitration Association Association. Each Party and the Lender Representative shall be paid onepay their own costs and expenses (including, without limitation, legal fees, stenographic costs and other hearing-half by the Landlord and one-half by the Tenant. (v) The award of the arbitrators shall be binding and shall be enforceable in any court of the state in which the Premises are located. (2) If the American Arbitration Association is not then in existence or refuses to administer the arbitration, the arbitration shall be administered by the most nearly comparable organization as shall be agreed by the parties, or failing agreement, as shall be determined by the Union County Superior Court of Elizabeth, New Jersey. (3) Notwithstanding anything herein to the contrary, either party shall have the right to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Leaserelated expenses, such matter shall be litigated by the partiesas travel and lodging).

Binding Arbitration. In Any controversy, dispute or claim arising out of, in connection with, or in relation to, the event that a dispute arises between Landlord and Tenant such matter construction, performance, or breach of this Agreement shall be submitted to binding adjudicated by arbitration as follows: (1) Any conducted in accordance with the existing rules for commercial arbitration hereunder shall be held pursuant to the Commercial Arbitration Rules of the American Arbitration Association except that: (i) Landlord and Tenant shall each select one arbitrator. The two appointed arbitrators shall jointly choose a third arbitrator from a list provided by the American Arbitration Association and the third arbitrator shall be the sole arbitrator to hear the dispute. If either party fails to appoint an arbitrator within twenty (20) days after demand by the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Association, or any successor organization in New York or California (the American “AAA”), as determined by the party initiating the arbitration. The demand for arbitration shall be delivered in accordance with the notice provisions of this Agreement. Arbitration Association hereunder shall be conducted by a single arbitrator selected jointly by the parties hereto. If within thirty (30) days after a demand for arbitration is made, the parties hereto are unable to agree on a single arbitrator, three arbitrators shall be appointed. Each party shall select an one arbitrator for and those two arbitrators shall then select within thirty (30) days a third neutral arbitrator. If the party failing to make appointment or shall appoint arbitrators selected by the parties cannot agree on the third arbitrator, as they shall discuss the case may be. (ii) The arbitration qualifications of such third arbitrator with the AAA prior to selection of such arbitrator, which selection shall be held in accordance with the City in which any facility leased hereunder is locatedexisting rules of the AAA. If an arbitrator cannot continue to serve, or such other location as a successor to an arbitrator selected by the parties shall mutually agree. (iii) The parties shall bear their own expenses of be also selected by the arbitrationsame party, including attorneys fees and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association a successor to a neutral arbitrator shall be paid one-half by selected as specified above. A full rehearing will be held only if the Landlord and one-half by neutral arbitrator is unable to continue to serve or if the Tenant. (v) The award of the remaining arbitrators unanimously agree that such a rehearing is appropriate. Any discovery in connection with arbitration hereunder shall be binding and shall limited to information directly relevant to the controversy or claim in arbitration. Judgment upon any arbitration award rendered may be enforceable entered in any court of the state in which the Premises are locatedcompetent jurisdiction. EACH PARTY HERETO UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT. (2) If the American Arbitration Association is not then in existence or refuses to administer the arbitration, the arbitration shall be administered by the most nearly comparable organization as shall be agreed by the parties, or failing agreement, as shall be determined by the Union County Superior Court of Elizabeth, New Jersey. (3) Notwithstanding anything herein to the contrary, either party shall have the right to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Lease, such matter shall be litigated by the parties.

Binding Arbitration. (a) In the event that of a dispute arises Dispute between Landlord and Tenant such matter shall be submitted the Parties, either Party may submit the Dispute to binding arbitration as follows: (1) Any arbitration hereunder shall be held pursuant to administered by the American Arbitration Association in accordance with the Commercial Arbitration Rules of the American Arbitration Association except that: Association. All procedural aspects of this agreement to arbitrate, including the construction and interpretation of this Agreement to arbitrate, the scope of the arbitrable issues, allegations of waiver, delay or defenses as to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the United States Arbitration Act, 9 U.S.C. §§ 1-16. Either Party may invoke binding arbitration by written notice to the other. Unless otherwise agreed upon by the Parties, the arbitration shall be held in New York, New York. The Parties shall mutually agree on one (i1) Landlord neutral and Tenant shall each select one independent arbitrator. The two appointed arbitrators If the Parties cannot agree on one (1) arbitrator within thirty (30) Days from the date on which the notice invoking arbitration is given, the American Arbitration Association shall jointly choose a third be empowered to appoint the single, independent arbitrator from a list of three to be provided by the American Arbitration Association with each Party striking one name from the list. The arbitrator must be a lawyer licensed to practice in the State of New York and shall be qualified by at least ten (10) years of legal experience in the energy industry (with at least three (3) years’ experience in the oil, gas, or renewable fuels industry). The hearing shall be held within ninety (90) Days after appointment of the arbitrator, and the third arbitrator shall be the sole arbitrator to hear the disputepromptly render a decision promptly thereafter. If either party fails to appoint an arbitrator within twenty (20) days after demand by the other party, or the appointed arbitrators fail to The Parties agree to cooperate fully with the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by in order to meet the American Arbitration Association, the American Arbitration Association shall select time schedule for decision and agree that an arbitrator for the award may be entered against any party failing to make appointment so cooperate. The arbitrator shall not have the authority to award punitive damages under any circumstances (whether it be exemplary damages, treble damages, consequential damages, or shall appoint the third arbitratorany other penalty or punitive type of damages) regardless of whether such damages may be available under any law, as the case may beParties have waived their rights, if any, to recover such damages in connection with any such dispute pursuant to Article 17. (iib) The arbitration arbitrator’s decision, including the finding of facts and his/her conclusions of law shall be held final, conclusive, and binding upon the Parties. Judgment upon the award rendered by the arbitrator may be entered in any court in the City in which State of New York having jurisdiction. The Parties hereby irrevocably waive their right to any facility leased hereunder is locatedform of appeal, review or such recourse to any court or other location as judicial authority. Further, the parties shall mutually agreeParties hereby consent to the jurisdiction of the courts of the State of New York and waive any defenses they may have regarding jurisdiction. (c) The arbitrator is authorized to take any interim measures as the arbitrator considers or arbitrators consider necessary, including the making of interim orders or awards or partial final awards. An interim order or award may be enforced in the same manner as a final award. Further, the arbitrator is authorized to make pre- or post-award interest at the interest rate specified in Section 9.4. (d) The Parties agree that any Dispute and any negotiations and arbitration proceedings between the Parties in relation to any Dispute shall be confidential and will not be disclosed to any Third Party. The Parties further agree that any information, documents or materials produced for the purposes of, or used in, negotiations, mediation or arbitration of any Dispute shall be confidential and will not be disclosed to any Third Party. Notwithstanding the foregoing, the Parties agree that disclosure may be made: (i) in order to enforce any of the provisions of this Agreement including without limitation, the agreement to arbitrate, any arbitration order or award and any court judgment; (ii) to the auditors, legal advisers, insurers and affiliates of that Party to whom the confidentiality obligations set out in this Agreement shall extend; (iii) where that Party is under a legal or regulatory obligation to make such disclosure, but limited to the extent of that legal obligation; or (iv) with the prior written consent of the other Party. The parties arbitrator shall bear their own execute a writing agreeing to be bound by the provisions of this Section 18.2. (e) The costs and expenses of the arbitrationarbitration (including reasonable attorneys’ fees) shall be borne by the losing Party, including attorneys unless the arbitrator determines that it would be manifestly unfair to honor this agreement of the Parties and determine a different allocation of costs. The prevailing Party shall be awarded its reasonable attorneys’ fees and costs of expert witnessescosts. (ivf) The filing or other fees Pending final resolution of the American Arbitration Association shall be paid one-half by the Landlord and one-half by the Tenant. (v) The award of the arbitrators shall be binding and shall be enforceable in any court of the state in which the Premises are located. (2) If the American Arbitration Association is not then in existence or refuses to administer the arbitrationDispute, the arbitration Parties shall be administered by the most nearly comparable organization as shall be agreed by the parties, or failing agreement, as shall be determined by the Union County Superior Court of Elizabeth, New Jersey. (3) Notwithstanding anything herein continue to the contrary, either party shall have the right to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent perform their respective obligations under this Lease, such matter shall be litigated by the partiesAgreement that are not in Dispute.

Binding Arbitration. In Subject to Section 12.1, above, if the event that Parties are unable to resolve any such Dispute by negotiation and a dispute arises between Landlord and Tenant Party wishes to pursue the matter, such matter Dispute shall be submitted to finally resolved by binding arbitration as follows: (1) Any conducted in San Diego, California by JAMS using the JAMS Expedited Arbitration Rules for Commercial Disputes, and judgment on the arbitration hereunder award may be entered in any court having jurisdiction thereof. The arbitration shall be held pursuant to conducted before a single arbitrator experienced in the Commercial Arbitration Rules of law, the American Arbitration Association except that: (i) Landlord pharmaceutical business, and Tenant shall each select one arbitrator. The two appointed arbitrators shall jointly choose a third arbitrator from a list provided by the American Arbitration Association and the third arbitrator shall be the sole arbitrator to hear the disputepharmaceutical licensing transactions. If either party fails to appoint an arbitrator within twenty (20) days after demand by initiation of arbitration the other party, or the appointed arbitrators fail Parties are unable to agree to the third arbitrator within twenty (20) days after on a list of potential arbitrators is provided by the American Arbitration Associationqualified arbitrator, the American Arbitration Association Parties shall select an arbitrator for the party failing to make appointment or shall appoint the third arbitrator, as the case may be. (ii) The arbitration shall be held in the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agree. (iii) The parties shall bear their own expenses of the arbitration, including attorneys fees and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association shall be paid one-half by the Landlord and one-half by the Tenant. (v) The award of the arbitrators shall be binding and shall be enforceable in any court of the state in which the Premises are located. (2) If the American Arbitration Association is not then in existence or refuses to administer the arbitration, the arbitration shall be administered by the most nearly comparable organization as shall be agreed by the parties, or failing agreement, as shall be determined by the Union County Superior Court of Elizabeth, New Jersey. each nominate three (3) Notwithstanding anything herein to arbitrators and the contraryParties shall thereafter confidentially rank the six (6) nominees within five business (5) days, either party and the arbitrator with the lowest score shall have be the right to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitratedarbitrator. In the event there is a tie and the Parties cannot agree between the candidates, JAMS shall choose the arbitrator from the tied candidates. The place of arbitration shall be mutually agreed upon by the Parties or, alternatively, selected by the arbitrator to be mutually convenient to both Parties. The Parties agree that a dispute arises between Landlord the arbitrator shall have the authority to, but need not, permit full and Tenant involving an amount which complete discovery, both written and oral, by deposition, to establish reasonable additional procedures to facilitate and complete any such arbitration within ninety (90) days of the arbitrator’s appointment, and to decide any motions brought by either Party, including motions for summary judgment and/or adjudication and motions to dismiss, prior to any arbitration hearing. Either Party may also apply to the arbitrator for interim injunctive relief until the arbitration award is greater than rendered or the then current annual base rent controversy is otherwise resolved. Either Party also may, without waiving any remedy under this LeaseAgreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect such matter Party’s rights pending the arbitration award. The arbitrator shall have no authority to award punitive or any other type of damages not measured by a Party’s compensatory damages. 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; provided, however, that the arbitrator shall have the power to award any remedies, including attorneys’ fees and costs, available under applicable law. Except to the extent necessary to confirm an award or as may be litigated required by law, neither a Party nor the arbitrator may disclose the existence, content, or results of an arbitration without the prior written consent of both Parties. In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the dispute would be barred by the partiesapplicable statute of limitations.

Binding Arbitration. In If such dispute is not resolved to the satisfaction of the Parties within thirty (30) calendar days after either the first meeting regarding the event that giving rise to the dispute or after any other dispute resolution, or such other extended period as the Parties may agree in writing, then the Parties may seek to have the dispute resolved by binding arbitration in accordance with the following procedures: a) Upon the request of a Party in writing, the dispute arises between Landlord and Tenant such matter shall be submitted to binding arbitration as follows:in accordance with this section. (1b) Any The disputes to be submitted to arbitration hereunder shall be held pursuant limited to claims arising under this Amended MOA, and which were subject to the Commercial Arbitration Rules meet and confer Section XVIII (2). c) In the event there is any dispute as to whether a matter is subject to the arbitration provisions of this Amended MOA, or any dispute concerning the scope of the American Arbitration Association except that: (i) Landlord and Tenant shall each select one arbitrator. The two appointed arbitrators shall jointly choose a third arbitrator from a list provided by matter or matters to be arbitrated, the American Arbitration Association and disagreement as to whether the third arbitrator shall be dispute is subject to the sole arbitrator to hear the dispute. If either party fails to appoint an arbitrator within twenty (20) days after demand by the other partyarbitration provisions of this Amended MOA, or the appointed arbitrators fail to agree scope of such arbitration, such dispute shall be submitted to the third arbitrator within twenty referenced in subsection (20d) days after a list of potential arbitrators is provided by the American Arbitration Association, the American Arbitration Association shall select an arbitrator for the party failing to make appointment or shall appoint the third arbitrator, as the case may bethis section. (iid) The arbitration shall be held conducted before a single arbitrator in the City in which any facility leased hereunder is located, accordance with Judicial Arbitration and Mediation Services (“JAMS”) Streamlined Arbitration Rules (or such other location streamlined arbitration rules as the parties Parties may agree, in writing), as modified by the provisions of this Amended MOA. The arbitrator shall mutually agreebe selected pursuant to the following terms: The arbitrator shall be selected by the Parties. If at such time the Parties are unable to agree upon the selection of a single arbitrator, then each Party shall name one arbitrator and the two arbitrators thus selected shall select a third arbitrator who shall be a retired California Superior Court or United States District Court judge; provided, however, if either Party fails to select an arbitrator within fourteen (14) days of delivery of the request for arbitration, then the arbitrator selected by the other Party shall conduct the arbitration. (iiie) The parties arbitration shall take place in any location mutually agreed upon by the Parties. f) The provisions of Section 1283.05 of the California Code of Civil Procedure shall apply; provided that no discovery authorized by that section may be conducted without leave of the arbitrator. g) Each side shall bear their its own expenses of the arbitrationcosts, including attorneys fees and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association shall be paid one-half by the Landlord attorneys’ fees, and one-half by the Tenantcosts and expenses of the arbitrator. (vh) The award decision of the arbitrators arbitrator should be made within thirty (30) days of the arbitration. The decision shall be binding in writing and shall be enforceable in any court of give reasons for the state in which the Premises are locateddecision. (2) If the American Arbitration Association is not then in existence or refuses to administer the arbitration, the arbitration shall be administered by the most nearly comparable organization as shall be agreed by the parties, or failing agreement, as shall be determined by the Union County Superior Court of Elizabeth, New Jersey. (3) Notwithstanding anything herein to the contrary, either party shall have the right to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Lease, such matter shall be litigated by the parties.

Binding Arbitration. In If the event that a dispute arises between Landlord and Tenant Senior Executive are not able to resolve such matter Other Dispute referred to them under Section 14.3(a) within such [***], such Other Dispute shall be submitted to resolved through binding arbitration, which arbitration as follows: (1) Any arbitration hereunder shall may be held pursuant initiated by either Party by written notice to the Commercial Arbitration Rules other Party referencing the particular Other Dispute and this Section 14.3(b) at any time after the conclusion of such period, on the American Arbitration Association except thatfollowing basis: (i) Landlord and Tenant shall each select one arbitrator. The two appointed arbitrators shall jointly choose a third arbitrator from a list provided by the American Arbitration Association and the third arbitrator place of arbitration shall be the sole arbitrator to hear the dispute. If either party fails to appoint an arbitrator within twenty (20) days after demand by the other partyNew York, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Association, the American Arbitration Association New York and all proceedings and communications shall select an arbitrator for the party failing to make appointment or shall appoint the third arbitrator, as the case may bebe in English. (ii) The arbitration shall be held administered by JAMS pursuant to the Comprehensive Arbitration Rules and Procedures of JAMS then in effect (the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agree“JAMS Rules”). (iii) The parties arbitration shall bear their own expenses be conducted by a single arbitrator mutually agreed by the Parties, or if the Party’s are unable to agree on a single arbitrator, then a panel of three arbitrators. In each case, the arbitrators shall be neutral, independent individuals with experience in the pharmaceutical business related to the matter of the Other Dispute. Within thirty (30) days after the notice initiating the arbitration, including attorneys fees each Party shall appoint one arbitrator meeting the foregoing criteria by written notice to the other Party and costs the two Party-appointed arbitrators shall select the third arbitrator within thirty (30) days of expert witnessestheir appointment. If the Party-appointed arbitrators are unable to agree upon the third arbitrator, the third arbitrator shall be appointed by JAMS. (iv) The filing or other fees of Judgment upon the American Arbitration Association award rendered by such arbitrator(s) shall be paid one-half binding on the Parties and may be entered by the Landlord and one-half by the Tenantany court or forum having jurisdiction. (v) The Either Party may apply to the arbitrator(s) for interim injunctive relief until the arbitration award of is rendered or the arbitrators shall be binding and shall be enforceable in 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 state in which the Premises are locatedarbitration award. (2vi) If the American Arbitration Association is The arbitrator(s) shall have no authority to award punitive or any other type of damages not then in existence or refuses to administer the arbitration, the arbitration shall be administered measured by the most nearly comparable organization a Party’s compensatory damages; except as shall be agreed by the parties, or failing agreement, as shall be determined by the Union County Superior Court of Elizabeth, New Jerseyallowed under Section 12.4. (3vii) Notwithstanding anything herein 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. (viii) Reasons for the arbitrators’ 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 than [***] following the selection of the arbitrator(s) under Section 14.3(b)(iii). (ix) Except to the contraryextent necessary to confirm an award or as may be required by law, either party neither Party nor any arbitrator may disclose the existence, content, or results of an arbitration without the prior written consent of both Parties. (x) In no event shall have an arbitration be initiated after the right to seek injunctive relief to maintain date when commencement of a legal or equitable proceeding based on the status quo until a dispute between dispute, controversy or claim would be barred by the parties can be arbitrated. In the event applicable statute of limitations; provided that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Lease, such matter limitation shall be litigated by tolled as of the partiesdate a Party notifies the other Party of such Other Dispute pursuant to this ARTICLE XIV.

Binding Arbitration. In the event that a of any dispute arises between Landlord and Tenant such matter shall be submitted arising under this Agreement, the Parties agree to submit the dispute to binding arbitration as follows: (1) Any arbitration hereunder shall be held pursuant to under the Commercial Arbitration Rules then prevailing rules of the American Arbitration Association except that: (i) Landlord and Tenant shall each select one arbitrator. The two appointed arbitrators shall jointly choose a third arbitrator from a list provided by the American Arbitration Association and the third arbitrator shall be the sole arbitrator to hear the dispute. If either party fails to appoint an arbitrator within twenty (20) days after demand by the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Association, and venue for the arbitration proceeding shall be in Broward County, Florida. ANY ARBITRATION UNDER THIS AGREEMENT WILL ONLY BE ON A PER CUSTOMER BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, REPRESENTATIVE ACTIONS AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST TELLUS. The Parties, before entering arbitration, shall each appoint an arbitrator, and these two arbitrators shall select a third arbitrator to be a member of the arbitration panel. Should the two arbitrators not be able to agree on a choice of the third, then the American Arbitration Association shall select an arbitrator for make the party failing appointment of a person who is neutral to make appointment or shall appoint the third arbitrator, as the case may be. (ii) The arbitration shall be held Parties in the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agree. (iii) The parties shall bear their own expenses of the arbitration, including attorneys fees and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association shall be paid one-half by the Landlord and one-half by the Tenant. (v) The award controversy. None of the arbitrators shall be binding and employees or former employees of the Parties, including any of their Affiliates. Each arbitrator shall have expertise in the computer software field. Notwithstanding the foregoing provisions, neither Party shall be enforceable precluded from instituting an action in a court of competent jurisdiction for collection of undisputed fees, a temporary restraining order, a preliminary injunction or other equitable relief to preserve the status quo or prevent irreparable harm pending the selection of the panel of arbitrators. The cost of arbitration, including fees per arbitrator (but excluding attorney’s fees), shall be borne equally by the Parties. The resulting arbitration award or judgement may be enforced by all lawful remedies, including without limitation, injunctive or other equitable relief, in any court of the state in which the Premises are locatedcompetent jurisdiction. (2) If the American Arbitration Association is not then in existence or refuses to administer the arbitration, the arbitration shall be administered by the most nearly comparable organization as shall be agreed by the parties, or failing agreement, as shall be determined by the Union County Superior Court of Elizabeth, New Jersey. (3) Notwithstanding anything herein to the contrary, either party shall have the right to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Lease, such matter shall be litigated by the parties.

Binding Arbitration. In If such 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 event that a dispute arises between Landlord and Tenant such matter 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 be submitted finally resolved by binding arbitration. Whenever a party shall decide to binding institute arbitration as follows: (1) Any arbitration hereunder proceedings, it shall give written notice to that effect to the other party. This Agreement shall be held pursuant to governed by and construed in accordance with the laws of the State 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 Commercial Arbitration Rules of the American Arbitration Association except that: (i"AAA"). Within seven (7) Landlord calendar days of either party making a demand for arbitration (or longer if the parties so agree), NovaCardia and Tenant DPC shall each select one (1) arbitrator. The two appointed arbitrators shall jointly choose a A third arbitrator from a list provided by the American Arbitration Association and the third (3rd) arbitrator shall be selected by the sole arbitrator to hear arbitrators selected by the dispute. If either party fails to appoint an arbitrator parties within twenty thirty (2030) days after demand by the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Association, the American Arbitration Association shall select an arbitrator for the party failing to make appointment or shall appoint the third arbitrator, as the case may be. (ii) The arbitration shall be held in the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agree. (iii) The parties shall bear their own expenses of the demand for arbitration, including attorneys fees and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association shall be paid one-half by the Landlord and one-half by the Tenant. (v) The award of the arbitrators shall be binding and shall be enforceable in any court of the state in which the Premises are located. (2) If the American Arbitration Association is not then in existence or refuses to administer the arbitration, the arbitration shall be administered by the most nearly comparable organization as shall be agreed by the parties, or failing agreement, as shall be determined by the Union County Superior Court of Elizabeth, New Jersey. (3) Notwithstanding anything herein to the contrary, either party shall have the right to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitrated. In the event that either party shall fail to appoint its arbitrator, or the two (2) arbitrators selected by the parties fail to appoint a dispute arises between Landlord third (3rd) arbitrator, in either case within the prescribed time period, then either party may apply to the AAA for the appointment of such arbitrator. The determination of a majority of the panel of arbitrators shall be the decision of the panel and Tenant involving an amount which is greater than shall be binding regardless of whether one of the then current annual base rent under this Leaseparties fails or refuses to participate in the arbitration. The panel shall be authorized to award compensatory damages, but shall NOT be authorized (i) to award non-economic damages, such matter 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 damages are statutorily imposed. The panel also shall be litigated authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of this Agreement, including, without limitation, an injunction or order for specific performance. The determination of the panel shall be enforceable by any court of competent jurisdiction. Nothing herein shall limit or restrict a party's ability to seek injunctive or other equitable relief in the partiesevent of a breach or anticipated breach of Article 7.

Binding Arbitration. In the event that a dispute arises between Landlord and Tenant such matter (a) Matters under Section 13.2 which are to be resolved through binding arbitration shall be submitted to resolved through binding arbitration as follows:in New York, New York, administered by the International Chamber of Commerce (“ICC”) pursuant to the arbitration rules of the ICC then in effect (the “Rules”). (b) There shall be one (1) Any arbitration hereunder shall be held pursuant to the Commercial Arbitration Rules of the American Arbitration Association except that: (i) Landlord and Tenant shall each select one arbitrator. The two appointed arbitrators shall jointly choose a third arbitrator from a list ; provided by the American Arbitration Association and the third arbitrator shall be the sole arbitrator to hear the dispute. If that if either party fails to appoint an arbitrator within twenty (20) days after demand by the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Association, the American Arbitration Association shall select an arbitrator for the party failing to make appointment or shall appoint the third arbitrator, as the case may be. (ii) The arbitration shall be held in the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agree. (iii) The parties shall bear their own expenses of the arbitration, including attorneys fees and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association shall be paid one-half by the Landlord and one-half by the Tenant. (v) The award of the arbitrators shall be binding and shall be enforceable in any court of the state in which the Premises are located. (2) If the American Arbitration Association is not then in existence or refuses to administer the arbitrationParty requests, the arbitration shall be administered conducted by a panel of three (3) arbitrators. Each arbitrator shall have experience in the most nearly comparable organization as pharmaceutical business. In the case of a sole arbitrator, the Parties shall attempt jointly to select such arbitrator within thirty (30) days after notice of arbitration is given. If the Parties cannot reach an agreement regarding the sole arbitrator within that time, ICC shall appoint the sole arbitrator. In the case of three (3) arbitrators, each Party shall appoint one (1) arbitrator meeting the foregoing criteria by written notice to the other Party and the two Party-appointed arbitrators shall select the third arbitrator within thirty (30) days of their appointment. If the Party-appointed arbitrators are unable to agree upon the third arbitrator or if either Party fails to appoint a Party-appointed arbitrator within thirty (30) days after notice of arbitration is given, the remaining arbitrator(s) shall be agreed appointed by the parties, or failing agreement, as shall be determined by the Union County Superior Court of Elizabeth, New JerseyICC. (3c) Notwithstanding anything herein The language of the arbitration (including all evidence and submissions) shall be in English. (d) Judgment upon the opinion rendered by such arbitrators shall be binding on the Parties and may be entered by any court having jurisdiction thereof. (e) The written decision of the arbitrators shall state the panel’s findings of material facts and the grounds for its conclusions and shall be final, conclusive and binding on the Parties and enforceable by any court of competent jurisdiction. The arbitrators shall be required to comply with, and their award shall be limited by, any express provisions of this Agreement relating to damages or the limitation thereof. (f) Each Party shall bear its own costs and expenses (including legal fees and expenses) relating to the contraryarbitration proceeding, either party except that the fees of the arbitrators and other related costs of the arbitration shall have be shared equally by the right to seek injunctive relief to maintain Parties, unless the status quo until a dispute between the parties can be arbitrated. In the event arbitration panel determines that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Lease, such matter shall be litigated Party has incurred unreasonable expenses due to vexatious or bad faith positions taken by the partiesother Party, in which event the arbitration panel may make an award of all or any portion of such expenses so incurred.

Binding Arbitration. In (a) Any controversy, claim or dispute arising out of or relating to this Agreement or the event that Transactions (a dispute arises between Landlord and Tenant such matter “Dispute”) shall be submitted first to binding arbitration as follows: (1) Any arbitration hereunder shall mediation to be held pursuant to the Commercial Arbitration Rules of the American Arbitration Association except that: (i) Landlord conducted in New York, New York and Tenant shall each select one arbitrator. The two appointed arbitrators shall jointly choose a third arbitrator from a list provided administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures before resorting to arbitration. (b) If the Dispute is not resolved within thirty (30) days after the request for mediation, any unresolved Dispute shall be exclusively resolved by final and binding arbitration administered by the third AAA under the Procedures for Large, Complex Commercial Disputes of its Commercial Arbitration Rules, amended and effective June 1, 2009 (the “2009 Rules”), and judgment on the award may be entered in any federal or state court located in New York County, New York. The arbitration shall be before a single arbitrator and shall be conducted in New York, New York. (c) The arbitrator shall be selected jointly parties to the sole arbitration. The arbitrator to hear the disputeshall be an attorney practicing law in New York. If either party fails the parties to appoint the arbitration are unable to agree on the selection of an arbitrator within thirty (30) days of submission of the Dispute to arbitration, then the arbitrator shall be selected pursuant to the procedures set forth in Rule 11 of the 2009 Rules, except that (i) the AAA shall send to each party to the Dispute an identical list of 15 names of persons chosen from Large, Complex Commercial Case Panel and (ii) each party may strike not more than 10 names from the list, number the remaining names in order of preference, and return the list to the AAA within fifteen (15) days from the transmittal date. If the Parties fail to select an arbitrator from the first list of names, then (x) the AAA shall send to each party an second list of 10 names of additional persons chosen from Large, Complex Commercial Case Panel and (y) each party may strike not more than five (5) names from the list, number the remaining names in order of preference, and return the list to the AAA within fifteen (15) days from the transmittal date. The AAA shall appoint the single arbitrator only in the event that an arbitrator is not selected pursuant to the procedures set forth above. (d) The arbitration hearing shall be commenced promptly and conducted expeditiously, with each party being allocated an equal amount of time for the presentation of its case. Unless otherwise agreed to by the Parties, an arbitration hearing shall be conducted on consecutive days. The arbitrator must give effect to legal privileges including the attorney-client privilege and the work-product immunity. The arbitrator shall render a binding decision within twenty (20) days after demand by following the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Association, the American Arbitration Association shall select an arbitrator for the party failing to make appointment or shall appoint the third arbitrator, as the case may be. (ii) The arbitration shall be held in the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agree. (iii) The parties shall bear their own expenses completion of the arbitrationarbitration hearing, including attorneys fees and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association shall be paid one-half by the Landlord and one-half by the Tenant. (v) The award of the arbitrators shall be binding and shall be enforceable in any court of the state in which the Premises are located. (2) If the American Arbitration Association is not then in existence or refuses to administer the arbitration, the arbitration shall be administered by the most nearly comparable organization as shall be unless otherwise agreed by the parties. The award shall be in writing and shall be signed by the arbitrator. In rendering the award the arbitrator shall abide by (i) the terms and conditions of this Agreement, including, any and all restrictions, prohibitions or limitations on damages or remedies and (ii) the arbitration law of the State of New York. To the fullest extent permitted by law, the arbitration proceedings and award shall be maintained in confidence by the Parties. (e) Each Party hereby consents to a single, consolidated arbitration proceeding of multiple claims, or failing agreementclaims involving more than two of the Parties. If, at any time prior to the award being signed, some or all of the parties to the arbitration resolve the Dispute as between them, then, the arbitration will promptly be discontinued as to such parties. The arbitrator shall retain jurisdiction to resolve the Dispute as to any remaining parties. (f) The award shall be subject to confirmation or can be modified or vacated on grounds cited in the Federal Arbitration Act. (g) Any Party may, without waiving any remedy of arbitration, seek from a court or agency having jurisdiction, any interim, equitable or provisional relief in aid of arbitration, solely for the purpose of protecting the property or rights of that Party pending the arbitrators’ final determination of the merits of the Dispute. Parties seeking relief under this Section 14.10(g) shall bear all their own costs, fees and expenses, including their attorneys fees. (h) The costs and expenses of the arbitrator shall be borne proportionately by the parties to the arbitration proceeding based on the resolution of the Dispute by the arbitrator. Such proportionate sharing of expenses will be determined by the Union County Superior Court arbitrator. The arbitrator shall have the authority to award attorneys fees and expenses to the prevailing party, but are not required to do so. The arbitrator shall not have the authority to award any punitive or exemplary damages to any Party. The Support Agreement Securityholders shall proportionately bear their costs and expenses and those of Elizabeth, New Jerseythe Securityholders’ Representative. (3i) Notwithstanding anything herein to The Parties agree that the contrary, either party arbitrator shall have the right authority to award pre-judgment and post-judgment interest for the period until judgment on an award is paid. (j) The Parties consent to the exclusive jurisdiction of the federal or state courts located in the County of New York, State of New York in connection with any proceedings to (i) enforce this Section 14.10, (ii) seek injunctive provisional relief in connection with any arbitration or (iii) enforce any arbitration award. Service of process in connection with any such proceedings shall be sufficient if made by hand delivery or by overnight courier service to maintain the status quo until a dispute between Parties at the parties can address as to which notice is to be arbitratedsent under this Agreement. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than of any court proceeding related to this arbitration, the then current annual base rent under this Lease, such matter prevailing party shall be litigated awarded all costs incurred by such party, including payment of its attorneys’ fees, except as set forth in Section 14.10(g). (k) Except as may be required by law, neither the partiesParties nor the arbitrator shall disclose the existence, content or results of any arbitration without the prior written consent of the parties to the arbitration proceeding.

Binding Arbitration. In (a) If the event that Parties fail to resolve the dispute through escalation to the Executive Officers under Section 14.2, and a Party desires to pursue resolution of the dispute, the dispute arises between Landlord and Tenant such matter shall be submitted by either Party for resolution in arbitration administered by the International Chamber of Commerce (“ICC”) pursuant to binding its arbitration as follows:rules and procedures then in effect. (1b) Any The arbitration hereunder shall be held pursuant to conducted by a panel of three arbitrators experienced in the Commercial Arbitration Rules pharmaceutical business. Within [***] after initiation of the American Arbitration Association except that: (i) Landlord and Tenant arbitration, each Party shall each select one arbitrator. The person to act as arbitrator and the two appointed Party-selected arbitrators shall jointly choose select a third arbitrator from a list provided (who shall be the chairperson of the arbitration panel) within [***] of their appointment. If the arbitrators selected by the American Arbitration Association and Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be appointed by ICC. If, however, the sole arbitrator to hear the dispute. If either party fails to appoint an arbitrator within twenty (20) days after demand aggregate award sought by the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators Parties is provided by the American Arbitration Association, the American Arbitration Association shall select an arbitrator for the party failing to make appointment or shall appoint the third arbitrator, as the case may be. (ii) The arbitration shall be held in the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agree. (iii) The parties shall bear their own expenses of the arbitration, including attorneys fees less than [***] and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association shall be paid one-half by the Landlord and one-half by the Tenant. (v) The award of the arbitrators shall be binding and shall be enforceable in any court of the state in which the Premises are located. (2) If the American Arbitration Association equitable relief is not then in existence or refuses to administer the arbitrationsought, the arbitration shall be administered conducted by the most nearly comparable organization as shall be a single arbitrator agreed by the parties, Parties (or failing agreement, as shall be determined appointed by ICC if the Union County Superior Court of Elizabeth, New JerseyParties cannot agree). (3c) The seat and location of the arbitration shall be [***], and the language of the proceedings shall be English. The arbitral tribunal shall determine the dispute by applying the provisions of this Agreement and the governing law set forth in Section 15.6. The Parties agree that any award or decision made by the arbitral tribunal shall be final and binding upon them and may be enforced in the same manner as a judgment or order of a court of competent jurisdiction. (d) By agreeing to arbitration, the Parties do not intend to deprive any court of its jurisdiction to issue, at the request of a Party, a pre-arbitral injunction, pre-arbitral attachment or other order to avoid irreparable harm, maintain the status quo, preserve the subject matter of the dispute, or aid the arbitration proceedings and the enforcement of any award. Without prejudice to such provisional or interim remedies in aid of arbitration as may be available under the jurisdiction of a competent court, the arbitral tribunal shall have full authority to grant provisional or interim remedies and to award damages for the failure of any Party to the dispute to respect the arbitral tribunal’s order to that effect. (e) The existence and content of the arbitral proceedings and any ruling or awards shall be kept confidential by the Parties and members of the arbitral tribunal except (i) to the extent that disclosure may be required of a Party to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority, (ii) with the consent of all Parties, (iii) where needed for the preparation or presentation of a claim or defense in the arbitration, (iv) where such information is already in the public domain other than a result of a breach of this clause, or (v) by order of the arbitral tribunal upon application of a Party. (f) Each Party shall bear its own attorney’s fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the administrator and the arbitrator; provided, however, the arbitrator shall be authorized to determine whether a Party is the prevailing party, and if so, to award to that prevailing party reimbursement for any or all of its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, travel expenses, etc.), and/or the fees and costs of the administrator and the arbitrator. (g) Notwithstanding anything herein in this Section 14.3, in the event of a dispute with respect to the contraryvalidity, either party shall have the right to seek injunctive relief to maintain the status quo until a scope, enforceability or ownership of any Patent or other intellectual property rights, and such dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Leasenot resolved in accordance with Section 14.2, such matter dispute shall not be litigated submitted to an arbitration proceeding in accordance with this Section 14.3, unless otherwise agreed by the partiesParties in writing, and instead either Party may initiate litigation in a court of competent jurisdiction in any country in which such rights apply.

Binding Arbitration. In the event that a A matter in dispute arises between Landlord and Tenant such matter hereunder submitted for resolution by arbitration shall be submitted finally settled by arbitration in accordance with the then existing commercial arbitration rules of the American Arbitration Association, and judgement upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, subject to binding arbitration as follows:(A) through (H) below. (1A) Any arbitration hereunder Upon the request of either PARTY, the Arbitration shall be held pursuant to conducted under the Commercial Arbitration Rules expedited rules of the American Arbitration Association except that:for commercial arbitrations. (iB) Landlord The Arbitrators shall be three (3) independent arbitrators, with one appointed by each PARTY, and Tenant shall each select one arbitrator. The the two appointed arbitrators shall jointly choose a third arbitrator from a list provided by the American Arbitration Association and appointees selecting the third arbitrator shall be in accordance with the sole arbitrator to hear the disputesaid Rules. If either party any PARTY fails to appoint select an arbitrator within twenty ten (2010) days after demand by notice of such failure from the other party, PARTY or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Association, then the American Arbitration Association shall appoint such arbitrator. If the two appointees are unable to agree on the third arbitrator, then the American Arbitration Association shall select an the same using the foregoing qualification. Each arbitrator for the party failing to make appointment shall be a competent and reputable individual with experience as a judge, a chief executive officer or shall appoint the third arbitrator, as the case may bechief financial officer. (iiC) The arbitration hearing shall be held in New York, New York, at such date, time and place as established by the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agreeArbitrators. (iiiD) The parties Arbitrators shall bear have power to rule on their own expenses competency and on the validity of the this AGREEMENT to make reference to arbitration, including attorneys fees and costs of expert witnesses. (ivE) The filing or other fees Not later than fifteen (15) days after the conclusion of the American Arbitration Association shall be paid one-half by arbitration hearing, but prior to the Landlord rendering of any arbitral decision and one-half by award, each PARTY may submit to the TenantArbitrators a written statement of such PARTY's (i) understanding of and view on the PARTIES' respective positions on the dispute, and (ii) recommendation as to an appropriate resolution of the dispute and the reasons why it believes such resolution is appropriate. In reaching a decision on any dispute hereunder, the Arbitrators may take into account such statement. (vF) The Arbitrators must render their arbitral decision and award and give a written opinion setting forth the basis of their decision, all not later than forty-five (45) days after the conclusion of the arbitrators shall be binding and shall be enforceable in any court of the state in which the Premises are locatedArbitration. (2G) If Each PARTY shall take or cause to be taken all reasonable action to facilitate the American Arbitration Association is not then in existence or refuses to administer the arbitration, conduct of the arbitration shall be administered by and the most nearly comparable organization as shall be agreed by rendering of the parties, or failing agreement, as shall be determined by arbitral award at the Union County Superior Court of Elizabeth, New Jerseyearliest possible date. (3H) Notwithstanding anything herein to The costs of the contrary, either party shall have the right to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Lease, such matter Arbitration shall be litigated borne and paid equally by the partiesPARTIES.

Binding Arbitration. In If the event that a dispute arises between Landlord parties cannot resolve any Dispute where the amount involved is $5,000,000 or less by negotiation and Tenant mediation under Sections A and B above, the parties shall submit such matter shall be submitted Dispute to binding arbitration to be conducted by the American Arbitration Association (“AAA”), with a hearing locale in New York, New York (or such other locale as follows: (1) Any arbitration hereunder the parties shall be held pursuant to mutually agree upon), in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association except that: (i) Landlord and Tenant shall each select one arbitrator. The two appointed arbitrators shall jointly choose a third arbitrator from a list provided by the American Arbitration Association and the third arbitrator shall be the sole arbitrator to hear the disputeAAA. If either the parties mutually agree, they may also submit Disputes where the amount involved is greater than $5,000,000 to binding arbitration as provided in this Section C. A party fails shall initiate the arbitration by filing with the AAA and serving on all other parties, a demand to appoint an arbitrator within twenty commence arbitration (20“Arbitration Demand”). Within ten (10) business days after demand by of the other party, or receipt of the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration AssociationDemand, the American Arbitration Association parties shall select attempt to reach agreement as to an independent and impartial individual to serve as the arbitrator for the party failing Dispute. If the parties are unable to make appointment or shall appoint agree upon an Arbitrator within the third arbitratortime specified above, as the case may be. (ii) The arbitration shall be held in the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agree. (iii) The parties shall bear their own expenses so advise the AAA and the AAA will follow the process set forth in the then current Commercial Arbitration Rules of the arbitration, including attorneys fees AAA for the selection of an independent and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association shall be paid one-half impartial arbitrator. Any arbitrator mutually agreed upon by the Landlord and one-half parties or suggested by the Tenant. AAA shall have at least ten (v10) The award years of experience in commercial transactions, together with significant experience with merger and acquisition transactions or resolving indemnity claims with respect to merger and acquisition transactions. Notwithstanding anything to the arbitrators shall be binding and shall be enforceable contrary provided in any court of the state in which the Premises are located. (2) If the American Arbitration Association is not then in existence or refuses to administer the arbitrationthis Section C, the arbitration shall be administered governed by the most nearly comparable organization as United States Arbitration Act, 9 U.S.C. §1 et seq. The arbitrator will determine the allocation of the costs and expenses of arbitration based upon the percentage which the portion of the contested amount not awarded to each party bears to the contested amount. For example, if A&A Representative submits a claim for $1,000, and if the ▇▇▇▇▇ Member contests only $500 of the amount claimed by A&A Representative, and if the arbitrator ultimately resolves the Dispute by awarding A&A Representative $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., $300 > $500) to the ▇▇▇▇▇ Member and 40% (i.e., $200 > $500) to the A&A Members. The arbitrator shall be agreed by vested with the partiesdiscretion to permit discovery and conduct such hearings and arguments as he/she shall determine appropriate under the circumstances, taking into account the requests of the parties and the dollar amount involved in the Dispute, with the goal of expeditiously and efficiently resolving the Dispute. The parties shall keep confidential any proprietary information, trade secrets or other non-public information disclosed in discovery or during any hearing. The arbitrator shall render his/her award within ninety (90) days after the arbitrator is selected. The arbitrator shall not be empowered to award to any party any punitive, treble, exemplary, or failing agreement, as shall be determined by the Union County Superior Court of Elizabeth, New Jersey. (3) multiple damages and each party hereby irrevocably waives any ability to recover any such damages. Notwithstanding anything herein to the contrarycontrary provided in this Section C and without prejudice to the above procedures, either any party shall have the right may apply to seek any court of competent jurisdiction for temporary injunctive or other provisional judicial relief if such action is necessary to maintain avoid irreparable damage or to preserve the status quo until a dispute between such time as the parties can be arbitratedarbitration is initiated and the arbitrator is available to hear such request for temporary relief. In The Award rendered by the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Lease, such matter arbitrator shall be litigated by the partiesfinal and binding, and judgment thereon may be entered in any court of competent jurisdiction.

Binding Arbitration. In (a) If the event that Parties fail to resolve the dispute through escalation to their Chief Executive Officers under Section 11.12, and a Party desires to pursue resolution of the dispute, the dispute arises between Landlord and Tenant such matter shall be submitted by either Party for resolution in arbitration administered by the International Chamber of Commerce (the “ICC”) pursuant to binding its arbitration as follows:rules and procedures then in effect. (1b) Any The arbitration hereunder shall be held pursuant to conducted by a panel of three arbitrators experienced in the Commercial Arbitration Rules pharmaceutical business: within thirty (30) days after initiation of the American Arbitration Association except that: (i) Landlord and Tenant arbitration, each Party shall each select one arbitrator. The person to act as arbitrator and the two appointed Party-selected arbitrators shall jointly choose select a third arbitrator from a list provided (who shall be the chairperson of the arbitration panel) within thirty (30) days of their appointment. If the arbitrators selected by the American Arbitration Association and Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be appointed by ICC. If, however, the sole arbitrator to hear the dispute. If either party fails to appoint an arbitrator within twenty (20) days after demand aggregate award sought by the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators Parties is provided by the American Arbitration Association, the American Arbitration Association shall select an arbitrator for the party failing to make appointment or shall appoint the third arbitrator, as the case may be. (ii) The arbitration shall be held in the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agree. (iii) The parties shall bear their own expenses of the arbitration, including attorneys fees less than US$5,000,000 and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association shall be paid one-half by the Landlord and one-half by the Tenant. (v) The award of the arbitrators shall be binding and shall be enforceable in any court of the state in which the Premises are located. (2) If the American Arbitration Association equitable relief is not then in existence or refuses to administer the arbitrationsought, the arbitration shall be administered conducted by the most nearly comparable organization as shall be a single arbitrator agreed by the parties, Parties (or failing agreement, as appointed by ICC if the Parties cannot agree). The seat of arbitration shall be determined by the Union County Superior Court of ElizabethNew York City, New JerseyYork and the language of the proceedings shall be English. (3c) Notwithstanding anything herein The Parties agree that any award or decision made by the arbitral tribunal shall be final and binding upon them and may be enforced in the same manner as a judgment or order of a court of competent jurisdiction. The arbitral tribunal shall determine the dispute by applying the provisions of this Agreement and the governing law set forth in Section 11.3. (d) By agreeing to arbitration, the contraryParties do not intend to deprive any court of its jurisdiction to issue, either party shall have at the right request of a Party, a pre-arbitral injunction, pre-arbitral attachment or other order to seek injunctive relief to avoid irreparable harm, maintain the status quo until quo, preserve the subject matter of the dispute, or aid the arbitration proceedings and the enforcement of any award. Without prejudice to such provisional or interim remedies in aid of arbitration as may be available under the jurisdiction of a competent court, the arbitral tribunal shall have full authority to grant provisional or interim remedies and to award damages for the failure of any Party to the dispute between to respect the parties can be arbitrated. In arbitral tribunal’s order to that effect. (e) EACH PARTY HERETO WAIVES ITS RIGHT TO TRIAL BY JURY OF ANY ISSUE RELATING TO ANY DISPUTE ARISING HEREUNDER. (f) Each Party shall bear its own attorney’s fees, costs, and disbursements arising out of the event that a dispute arises between Landlord arbitration, and Tenant involving shall pay an amount which is greater than equal share of the then current annual base rent under this Leasefees and costs of the administrator and the arbitrator; provided, such matter however, the arbitrator shall be litigated by authorized to determine whether a Party is the partiesprevailing party, and if so, to award to that prevailing party reimbursement for any or all of its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), or the fees and costs of the administrator and the arbitrator.

Binding Arbitration. In Any controversy, dispute or claim arising out of, in connection with, or in relation to, the event that a dispute arises between Landlord and Tenant such matter construction, performance, or breach of this Agreement shall be submitted to binding adjudicated by arbitration as follows: (1) Any conducted in accordance with the existing rules for commercial arbitration hereunder shall be held pursuant to the Commercial Arbitration Rules of the American Arbitration Association except that: (i) Landlord and Tenant shall each select one arbitrator. The two appointed arbitrators shall jointly choose a third arbitrator from a list provided by the American Arbitration Association and the third arbitrator shall be the sole arbitrator to hear the dispute. If either party fails to appoint an arbitrator within twenty (20) days after demand by the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Association, or any successor organization in New York City (the American "AAA"), as determined by the party initiating the arbitration. The demand for arbitration shall be delivered in accordance with the notice provisions of this Agreement. Arbitration Association hereunder shall be conducted by a single arbitrator selected jointly by the parties hereto. If within thirty (30) days after a demand for arbitration is made, the parties hereto are unable to agree on a single arbitrator, three arbitrators shall be appointed. Each party shall select an one arbitrator for and those two arbitrators shall then select within thirty (30) days a third neutral arbitrator. If the party failing to make appointment or shall appoint arbitrators selected by the parties cannot agree on the third arbitrator, as they shall discuss the case may be. (ii) The arbitration qualifications of such third arbitrator with the AAA prior to selection of such arbitrator, which selection shall be held in accordance with the City in which any facility leased hereunder is locatedexisting rules of the AAA. If an arbitrator cannot continue to serve, or such other location as a successor to an arbitrator selected by the parties shall mutually agree. (iii) The parties shall bear their own expenses of be also selected by the arbitrationsame party, including attorneys fees and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association a successor to a neutral arbitrator shall be paid one-half by selected as specified above. A full rehearing will be held only if the Landlord and one-half by neutral arbitrator is unable to continue to serve or if the Tenant. (v) The award of the remaining arbitrators unanimously agree that such a rehearing is appropriate. Any discovery in connection with arbitration hereunder shall be binding and shall limited to information directly relevant to the controversy or claim in arbitration. Judgment upon any arbitration award rendered may be enforceable entered in any court of the state in which the Premises are locatedcompetent jurisdiction. EACH PARTY HERETO UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT. (2) If the American Arbitration Association is not then in existence or refuses to administer the arbitration, the arbitration shall be administered by the most nearly comparable organization as shall be agreed by the parties, or failing agreement, as shall be determined by the Union County Superior Court of Elizabeth, New Jersey. (3) Notwithstanding anything herein to the contrary, either party shall have the right to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Lease, such matter shall be litigated by the parties.

Binding Arbitration. In (a) All disputes, claims, questions or disagreements arising under this Agreement ("Disputes") will be resolved as follows: first, senior management of Buyer and Seller will meet and attempt in good faith to resolve such Dispute. If the event Dispute cannot be resolved by agreement of the Parties within 60 days of the first meeting of the senior management of Buyer and Seller relating to such Dispute, the Dispute shall be settled by arbitration under UNCITRAL in accordance with the rules thereof; provided that the foregoing shall not preclude equitable or other judicial relief to enforce the provisions hereof or to preserve the status quo pending resolution of Disputes; and provided further and subject to Section 9.4 ----------- that resolution of Disputes with respect to claims by third Persons will be deferred until any judicial proceedings with respect thereto are concluded. (b) The arbitration will be held before a panel of three arbitrators consisting of one arbitrator selected by Buyer, the other selected by Seller, and the third then selected by those two arbitrators or, if the two arbitrators cannot agree on an arbitrator, the President (or equivalent) of UNCITRAL shall appoint one; provided that if the amount that is the subject of the Dispute is less than $300,000, the panel of arbitrators will consist of one arbitrator to be agreed to by Buyer and Seller, or if Buyer and Seller cannot agree on an arbitrator, then to be appointed by the President (or equivalent) of UNCITRAL. All arbitrator(s) will be knowledgeable regarding international transactions similar to the Transactions in the oil and gas exploration and development industry. (c) Buyer and Seller will equally bear the costs and fees of the arbitration. The Parties agree that a dispute arises between Landlord court reporter will record the arbitration proceedings and Tenant such matter shall that the reporter's record will be submitted to binding arbitration as follows:the agreed transcript of the proceedings. Buyer and Seller will share the expenses of this reporter equally. (1d) The arbitrators will specify the basis for their decision, the basis for the Damages award and a breakdown of the Damages awarded, and the basis of any other remedy. The arbitrators' decision will be considered as a final and binding resolution of the disagreement, will not be subject to appeal and may be entered as an Order in any court of competent jurisdiction in the United States or Indonesia; provided that this Agreement confers no power or authority upon the arbitrators to render any decision that is based on clearly erroneously findings of fact, that manifestly disregards the law, or exceeds of the powers of the arbitrator, and no such decision will be eligible for confirmation. Each Party agrees to submit to the jurisdiction of any such court for purposes of the enforcement of any such Order. No Party will ▇▇▇ any other Party except for enforcement of the arbitrator's decision if such other Party is not performing in accordance with the arbitrator's decision. The provisions of this Agreement will be binding on the arbitrators. (e) Any arbitration hereunder shall proceeding will be held pursuant to the Commercial Arbitration Rules of the American Arbitration Association except that: (i) Landlord and Tenant shall each select one arbitrator. The two appointed arbitrators shall jointly choose conducted on a third arbitrator from a list provided by the American Arbitration Association and the third arbitrator shall be the sole arbitrator to hear the dispute. If either party fails to appoint an arbitrator within twenty (20) days after demand by the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Association, the American Arbitration Association shall select an arbitrator for the party failing to make appointment or shall appoint the third arbitrator, as the case may beconfidential basis. (iif) The arbitrators' discretion to fashion remedies hereunder will be no broader or narrower than the legal and equitable remedies available to a court, unless the Parties expressly state elsewhere in this Agreement that Parties will be subject to broader or narrower legal and equitable remedies than would be available under the law governing this Agreement. (g) The arbitration proceedings shall be held take place in the City in which any facility leased hereunder is locatedLondon, England or such other location jurisdiction as the parties shall mutually Parties may agree. (iiih) The parties shall bear their own expenses language of the arbitration, including attorneys fees and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association arbitration proceedings shall be paid one-half by the Landlord and one-half by the TenantEnglish. (v) The award of the arbitrators shall be binding and shall be enforceable in any court of the state in which the Premises are located. (2) If the American Arbitration Association is not then in existence or refuses to administer the arbitration, the arbitration shall be administered by the most nearly comparable organization as shall be agreed by the parties, or failing agreement, as shall be determined by the Union County Superior Court of Elizabeth, New Jersey. (3) Notwithstanding anything herein to the contrary, either party shall have the right to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Lease, such matter shall be litigated by the parties.

Binding Arbitration. In the event that a dispute arises between Landlord and Tenant such matter shall be submitted to binding arbitration as follows: (1) Any arbitration hereunder shall be held pursuant to the Commercial Arbitration Rules of the American Arbitration Association except that: (i) Landlord and Tenant shall each select one arbitrator. The two appointed arbitrators shall jointly choose a third arbitrator from a list provided by the American Arbitration Association and the third arbitrator shall be the sole arbitrator to hear the dispute. If either party fails to appoint an arbitrator within twenty (20) days after demand by the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Association, the American Arbitration Association shall select an arbitrator for the party failing to make appointment or shall appoint the third arbitrator, as the case may be. (ii) The arbitration shall be held in the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agree. (iii) The parties shall bear their own expenses of the arbitration, including attorneys fees and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association shall be paid one-half by the Landlord and one-half by the Tenant. (v) The award of the arbitrators shall be binding and shall be enforceable in any court of the state in which the Premises are located. (2) If the American Arbitration Association is not then in existence or refuses to administer the arbitration, the arbitration shall be administered by the most nearly comparable organization as shall be agreed by the parties, or failing agreement, as shall be determined by the Union County Superior Court of Elizabeth, New Jersey. (3) Notwithstanding anything herein to the contrary, either party shall have the right to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Lease, such matter shall be litigated by the parties.injunctive

Binding Arbitration. In Any controversy, dispute or claim arising out of, in connection with, or in relation to, the event that a dispute arises between Landlord and Tenant such matter construction, performance, or breach of this Agreement shall be submitted to adjudicated by binding arbitration as follows: (1) Any conducted in accordance with the existing rules for commercial arbitration hereunder shall be held pursuant to the Commercial Arbitration Rules of the American Arbitration Association except that: (i) Landlord and Tenant shall each select one arbitrator. The two appointed arbitrators shall jointly choose a third arbitrator from a list provided by the American Arbitration Association and the third arbitrator shall be the sole arbitrator to hear the dispute. If either party fails to appoint an arbitrator within twenty (20) days after demand by the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Association, or any successor organization in New York City (the American “AAA”), as determined by the party initiating the arbitration. The demand for arbitration shall be delivered in accordance with the notice provisions of this Agreement. Arbitration Association hereunder shall be conducted by a single arbitrator selected jointly by the parties hereto. If within ten (10) Business Days after a demand for arbitration is made, the parties hereto are unable to agree on a single arbitrator, three arbitrators shall be appointed. Each party shall select an one arbitrator for and those two arbitrators shall then select within ten (10) Business Days a third neutral arbitrator. If the party failing to make appointment or shall appoint arbitrators selected by the parties cannot agree on the third arbitrator, as they shall discuss the case may be. (ii) The arbitration qualifications of such third arbitrator with the AAA prior to selection of such arbitrator, which selection shall be held in accordance with the City in which any facility leased hereunder is locatedexisting rules of the AAA. If an arbitrator cannot continue to serve, or such other location as a successor to an arbitrator selected by the parties shall mutually agree. (iii) The parties shall bear their own expenses of be also selected by the arbitrationsame party, including attorneys fees and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association a successor to a neutral arbitrator shall be paid one-half by selected as specified above. A full rehearing will be held only if the Landlord and one-half by neutral arbitrator is unable to continue to serve or if the Tenant. (v) The award of the remaining arbitrators unanimously agree that such a rehearing is appropriate. Any discovery in connection with arbitration hereunder shall be binding and shall limited to information directly relevant to the controversy or claim in arbitration. Judgment upon any arbitration award rendered may be enforceable entered in any court of the state in which the Premises are locatedcompetent jurisdiction. EACH PARTY HERETO UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT. (2) If the American Arbitration Association is not then in existence or refuses to administer the arbitration, the arbitration shall be administered by the most nearly comparable organization as shall be agreed by the parties, or failing agreement, as shall be determined by the Union County Superior Court of Elizabeth, New Jersey. (3) Notwithstanding anything herein to the contrary, either party shall have the right to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Lease, such matter shall be litigated by the parties.

Binding Arbitration. In Any controversy, dispute or claim arising out of, in connection with, or in relation to, the event that a dispute arises between Landlord and Tenant such matter construction, performance, or breach of this Agreement shall be submitted to binding adjudicated by arbitration as follows: (1) Any conducted in accordance with the existing rules for commercial arbitration hereunder shall be held pursuant to the Commercial Arbitration Rules of the American Arbitration Association except that: (i) Landlord and Tenant shall each select one arbitrator. The two appointed arbitrators shall jointly choose a third arbitrator from a list provided by the American Arbitration Association and the third arbitrator shall be the sole arbitrator to hear the dispute. If either party fails to appoint an arbitrator within twenty (20) days after demand by the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Association, or any successor organization in New York City (the American “AAA”), as determined by the party initiating the arbitration. The demand for arbitration shall be delivered in accordance with the notice provisions of this Agreement. Arbitration Association hereunder shall be conducted by a single arbitrator selected jointly by the parties hereto. If within thirty (30) days after a demand for arbitration is made, the parties hereto are unable to agree on a single arbitrator, three arbitrators shall be appointed. Each party shall select an one arbitrator for and those two arbitrators shall then select within thirty (30) days a third neutral arbitrator. If the party failing to make appointment or shall appoint arbitrators selected by the parties cannot agree on the third arbitrator, as they shall discuss the case may be. (ii) The arbitration qualifications of such third arbitrator with the AAA prior to selection of such arbitrator, which selection shall be held in accordance with the City in which any facility leased hereunder is locatedexisting rules of the AAA. If an arbitrator cannot continue to serve, or such other location as a successor to an arbitrator selected by the parties shall mutually agree. (iii) The parties shall bear their own expenses of be also selected by the arbitrationsame party, including attorneys fees and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association a successor to a neutral arbitrator shall be paid one-half by selected as specified above. A full rehearing will be held only if the Landlord and one-half by neutral arbitrator is unable to continue to serve or if the Tenant. (v) The award of the remaining arbitrators unanimously agree that such a rehearing is appropriate. Any discovery in connection with arbitration hereunder shall be binding and shall limited to information directly relevant to the controversy or claim in arbitration. Judgment upon any arbitration award rendered may be enforceable entered in any court of the state in which the Premises are locatedcompetent jurisdiction. EACH PARTY HERETO UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT. (2) If the American Arbitration Association is not then in existence or refuses to administer the arbitration, the arbitration shall be administered by the most nearly comparable organization as shall be agreed by the parties, or failing agreement, as shall be determined by the Union County Superior Court of Elizabeth, New Jersey. (3) Notwithstanding anything herein to the contrary, either party shall have the right to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Lease, such matter shall be litigated by the parties.

Binding Arbitration. In i) Any controversy or claim arising out of or relating to this Agreement for the event that a dispute arises between Landlord and Tenant such matter breach hereof which cannot be settled by the parties shall be submitted to binding settled by arbitration as follows: (1) Any in accordance with the commercial arbitration hereunder shall be held pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association except that:("AAA") as set forth herein. (iii) Landlord and Tenant shall each Each party may select one arbitrator. The two appointed arbitrators shall jointly choose a third arbitrator from a list provided by the American Arbitration Association and the third arbitrator Selection shall be completed within ten (10) days of the sole arbitrator to hear the disputereceipt of a demand for arbitration. If either party fails to appoint select an arbitrator within twenty such ten- (2010) day period, the one selected shall act as sole arbitrator. If two arbitrators have been selected, the two arbitrators selected shall select a third within fifteen (15) days after demand by the other party, or the appointed arbitrators their selection. If they fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Associationdo so, the American Arbitration Association AAA shall select an arbitrator for the party failing to make appointment or shall appoint the third arbitrator. The arbitrators shall set a date of hearing no later than sixty (60) days from the date all arbitrators have been selected. If the amount in controversy is less than $10,000.00, as the case may be. (ii) The arbitration shall be held in the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agree. (iii) The agree on one arbitrator to conduct the binding arbitration as mutually agreed by the parties shall bear their own expenses outside of the arbitration, including attorneys fees and costs of expert witnesses. AAA process. If the parties are unable to mutually agree upon one arbitrator or the alternative arbitration process within (iv10) The filing or other fees days of the American Arbitration Association shall be paid one-half by the Landlord and one-half by the Tenant. (v) The award receipt of the arbitrators shall be binding and shall be enforceable in any court of the state in which the Premises are located. (2) If the American Arbitration Association is not then in existence or refuses to administer the a demand for arbitration, the arbitration shall be administered conducted by the most nearly comparable organization AAA as described above. iii) The arbitration shall take place in Dallas, Texas. iv) The award of any arbitration shall be agreed final, conclusive and binding on the parties hereto. v) The arbitrators may award any legal or equitable remedy. Judgment upon any arbitration award may be entered and enforced in any court of competent jurisdiction. vi) Either party to arbitration hereunder may bring an action for injunctive relief against the other party if such action is necessary to preserve jurisdiction of the arbitrators or to maintain status quo pending the arbitrators' decision. Any such action called pursuant to this paragraph shall be discontinued upon assumption of jurisdiction by the parties, or failing agreement, as shall be determined by arbitrators and their opportunity to consider the Union County Superior Court of Elizabeth, New Jerseyrequest for equitable relief pending final decision in the arbitration. (3) Notwithstanding anything herein to the contrary, either party shall have the right to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Lease, such matter shall be litigated by the parties.

Binding Arbitration. In If any dispute shall arise between the event that a parties to this Contract, either before or after its termination, with reference to the interpretation of this Contract, including the formation or validity thereof, or the rights of either party with respect to any transactions under this Contract, the dispute arises between Landlord and Tenant such matter shall be submitted referred to binding arbitration as follows: three (13) Any arbitration hereunder shall arbitrators. One arbitrator is to be held pursuant to the Commercial Arbitration Rules of the American Arbitration Association except that: (i) Landlord and Tenant shall chosen by each select one arbitrator. The two appointed arbitrators shall jointly choose a third arbitrator from a list provided by the American Arbitration Association party and the third arbitrator shall be by the sole arbitrator to hear the disputetwo so chosen. If either party fails refuses or neglects to appoint an arbitrator within twenty thirty (2030) days after demand by the receipt of written notice from the other partyparty requesting it to do so, or the appointed requesting party may nominate two (2) arbitrators fail to who shall choose the third. In the event the arbitrators do not agree to on the selection of the third arbitrator within twenty thirty (2030) days, each arbitrator shall name three (3), of whom the other arbitrator shall decline two (2) and the 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 Reinsurers shall constitute and act as one party for the 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 Reinsurer under the terms of this Contract from several to joint. Each party shall submit its case to the arbitrators within thirty (30) days after a list of potential arbitrators is provided by the American Arbitration Association, the American Arbitration Association shall select an arbitrator for the party failing to make appointment or shall appoint the third arbitrator, as the case may be. (ii) The arbitration shall be held in the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agree. (iii) The parties shall bear their own expenses of the arbitration, including attorneys fees and costs of expert witnesses. (iv) The filing or other fees appointment of the American Arbitration Association arbitrators. The arbitrators shall be paid one-half by 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 Landlord and one-half by the Tenant. (v) strict rules of law. The award decision of a majority of the arbitrators shall be final and binding on both the Company and shall the Reinsurer. Judgment may be enforceable entered upon the award of the arbitrators in any court having jurisdiction. Each party shall bear the fee and expenses of its own arbitrator, one half of the state in which fees and the Premises are located. (2) If expenses of the American Arbitration Association is not then in existence or refuses to administer third arbitrator and one half of the other expenses of the arbitration, the arbitration shall be administered by the most nearly comparable organization as shall be agreed by the parties, or failing agreement, as shall be determined by the Union County Superior Court of Elizabeth, New Jersey. (3) Notwithstanding anything herein to the contrary, either party shall have the right to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than both arbitrators are chosen by one party, the then current annual base rent under this Lease, such matter fees of the arbitrators shall be litigated equally divided between parties. Any such arbitration shall take place in Hatboro, Pennsylvania, unless some other location is mutually agreed upon by the parties.

Binding Arbitration. In the event that a dispute arises between Landlord and Tenant such matter shall be submitted to binding arbitration as follows: (1) Any arbitration hereunder shall be held pursuant of any dispute, difference or question arising out of relating to the Commercial Arbitration Rules transactions contemplated by this Agreement ("Dispute") between any of the parties hereto ("Disputing Parties") which cannot be otherwise resolved by the Disputing Parties themselves, the Dispute will be settled by arbitration by an arbitrator mutually acceptable to the Disputing Parties in an arbitration proceeding conducted in Houston, Texas in accordance with the rules existing at the date hereof of the American Arbitration Association except that: Association. If the Disputing Parties hereto cannot agree on an arbitrator within ten (i10) Landlord and Tenant shall each select one arbitrator. The two appointed arbitrators shall jointly choose a third arbitrator from a list provided by days of the American Arbitration Association and initiation of the third arbitration proceeding, an arbitrator shall be selected for the sole arbitrator to hear the dispute. If either party fails to appoint an arbitrator within twenty (20) days after demand by the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided Disputing Parties by the American Arbitration Association. The Disputing Parties shall use their best efforts to have the arbitral proceeding concluded and a judgment rendered by the arbitrator within forty (40) business days of the initiation of the arbitration proceeding. The decision of such arbitrator shall be final and judgment upon the award rendered by the arbitration may be entered in any court having jurisdiction thereof, and the American Arbitration Association shall select an arbitrator costs (including, without limitation, reasonable fees and expenses of counsel and experts for the party failing Disputing Parties) of such arbitration (including the cost to make appointment enforce or preserve the rights awarded in the arbitration) shall appoint be borne by the third arbitratorDisputing Party whom the decision of the arbitrator is against. If the decision of the arbitrator is not clearly against one of the Disputing Parties, as or the case may be. (ii) The decisions of the arbitrator is against more than one Disputing Party on one or more issues, costs of such arbitration shall be held in the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agree. (iii) The parties shall bear their own expenses of the arbitration, including attorneys fees and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association shall be paid one-half borne equally by the Landlord and one-half by the Tenant. (v) The award of the arbitrators shall be binding and shall be enforceable in any court of the state in which the Premises are located. (2) If the American Arbitration Association is not then in existence or refuses to administer the arbitration, the arbitration shall be administered by the most nearly comparable organization as shall be agreed by the parties, or failing agreement, as shall be determined by the Union County Superior Court of Elizabeth, New Jersey. (3) Disputing Parties. Notwithstanding anything herein to the contrary, either the arbitration provisions of this Section 7.15 shall not apply to any claim by any party for equitable relief. Further, the provisions of this Section 7.15 shall have not be construed to limit the right or obligation of the indemnified party pursuant to seek injunctive relief Article VI above to maintain participate or assume the status quo until defense of a dispute between claim or to entitle the parties can be arbitratedindemnified party to re-litigate in an arbitration proceeding any issues previously determined in a court proceeding. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Lease, such matter shall be litigated by the parties[REMAINDER OF PAGE INTENTIONALLY BLANK. THE NEXT PAGE IS THE SIGNATURE PAGE.]

Binding Arbitration. In the event that a dispute arises between Landlord and Tenant such matter shall be submitted to Any Party hereto may have any Dispute settled by binding arbitration as follows: (1) Any arbitration hereunder shall be held pursuant to the Commercial Arbitration Rules of the American Arbitration Association except that: (i) Landlord and Tenant shall each select one arbitrator. The two appointed arbitrators shall jointly choose a third arbitrator from a list provided by the American Arbitration Association and the third arbitrator shall be the sole arbitrator to hear the dispute. If either party fails to appoint an arbitrator within twenty (20) days after demand by the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Association, the American Arbitration Association shall select an arbitrator for the party failing to make appointment or shall appoint the third arbitrator, as the case may bethis Section 9.6.2. (iia) A Party intending to commence an arbitration proceeding to resolve a relevant Dispute must first provide written notice (the “Arbitration Request”) to the other Parties of such intention, setting forth the issues for resolution, not less than [***] prior to submitting the Dispute to arbitration in accordance with this Section 9.6.2. (b) The arbitration shall be held in Boston, Massachusetts under the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agree. (iii) The parties shall bear their own expenses of the arbitration, including attorneys fees and costs of expert witnesses. (iv) The filing or other fees commercial arbitration rules of the American Arbitration Association and conducted in English. The arbitration shall be paid one-half by conducted before a panel of three (3) arbitrators (the Landlord and one-half by “Arbitrators”), with each Arbitrator selected in accordance with the Tenant. (v) The award commercial arbitration rules of the arbitrators shall be binding and shall be enforceable in any court of the state in which the Premises are located. (2) If the American Arbitration Association is and who shall (1) be an expert with not then less than fifteen (15) years’ experience in existence the subject matter at issue in the Dispute, (2) not be or refuses have been an employee, consultant, officer, director or stockholder of a Party or any Affiliate of a Party and (3) not have a conflict of interest under any applicable rules of ethics. Each Party shall promptly select one (1) Arbitrator, which selections shall in no event be made later than [***] after receipt of the Arbitration Request. The Arbitrators may proceed to administer a decision, notwithstanding the failure of any Party to participate in the proceedings. The Arbitrators shall, within [***] after the conclusion of the arbitration hearing, issue a written decision. The Arbitrators shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the Arbitrators deem just and equitable and within the scope of this Agreement, including an injunction or order for specific performance, but are not authorized to reform, modify or change this Agreement. The decision of the Arbitrators shall be the sole and exclusive remedy of the Parties (except for those remedies set forth in this Agreement). Judgment on the decision rendered by the Arbitrators may be enforced in any court having competent jurisdiction thereof. (c) Each Party shall bear its own attorneys’ fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the arbitration fees and costs of the Arbitrators; provided, that the Arbitrators shall be administered by authorized to determine whether any of the most nearly comparable organization as shall be agreed by Parties is a prevailing party, and if so, to award to the partiesprevailing Party(ies) reimbursement for its reasonable attorneys’ fees, or failing agreementcosts and disbursements (including, as shall be determined by for example, expert witness fees and expenses, photocopy charges and travel expenses) from the Union County Superior Court of Elizabeth, New Jerseynon-prevailing Party. (3d) Notwithstanding anything herein to All proceedings and decisions of the contrary, either party shall have the right to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Lease, such matter Arbitrators shall be litigated by deemed Confidential Information of the partiesParties and shall be subject to Article 5.

Binding Arbitration. In the event that If a dispute arises or disagreement arising out of, or relating to, the formation, interpretation, performance or breach of this Agreement exists between Landlord the parties (a “Dispute”), then either party may submit the reasons for its position, in writing, to the other party and Tenant such matter other party shall submit the reasons for its position, in writing, to the first party and to then enter into good faith negotiations to attempt to resolve the Dispute. If the Dispute cannot be settled by good faith negotiation between the parties within thirty (30) days after the last written submission is due, then either may require that the Dispute shall be submitted to binding and settled by arbitration as follows: (1) Any arbitration hereunder shall be held pursuant to by a panel of three arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, except that: (i) Landlord and Tenant shall each select one arbitratorto the extent modified herein. Judgment on the award rendered may be entered in any court having jurisdiction thereof. The two appointed arbitrators shall jointly choose a third not be empowered to award punitive or exemplary damages. The parties shall, within thirty (30) days of receipt of notice that the dispute has been submitted to arbitration, appoint one arbitrator from a list provided if the amount in controversy is $100,000 or less and three arbitrators if the amount in controversy is greater than $100,000. If the arbitrators cannot be selected by unanimous agreement of the American Arbitration Association and the third arbitrator parties, said arbitrators shall be the sole arbitrator to hear the dispute. If either party fails to appoint an arbitrator within twenty (20) days after demand by the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Association. Unless otherwise determined by the arbitrators, the American Arbitration Association shall select an arbitrator for the party failing to make appointment or shall appoint the third arbitrator, as the case may be. (ii) The arbitration shall be held in the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agree. (iii) The parties shall bear their own respective costs incurred in connection with the procedures described in this paragraph. The filing fee and pre-hearing fees and expenses of the arbitrator(s) shall be borne by the party initiating the arbitration proceeding. Final responsibility for the filing fee and all fees and expenses of the arbitrator(s) shall be assessed against the losing party in the arbitration, including attorneys fees or if there is no clear losing party, in such manner that the arbitrator(s) determine is just and costs of expert witnesses. (iv) equitable under the circumstances. The filing or other fees of the American Arbitration Association shall be paid one-half by the Landlord and one-half by the Tenant. (v) The award of the arbitrators shall be binding and shall be enforceable in any court required to make a decision within sixty (60) days of the state appointment of the arbitrators. Any such arbitration proceeding shall take place in which the Premises are located. (2) If the American Arbitration Association is Clark County, Nevada. This provision shall not then in existence apply to any action for injunctive or refuses to administer the arbitration, the arbitration shall be administered by the most nearly comparable organization as shall be agreed by the parties, or failing agreement, as shall be determined by the Union County Superior Court of Elizabeth, New Jersey. (3) Notwithstanding anything herein to the contrary, other equitable relief that either party shall have may bring against the right to seek injunctive relief to maintain the status quo until a dispute between the parties can other. Any such action must be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under brought in accordance with paragraph 13 of this Lease, such matter shall be litigated by the partiesAgreement.

Binding Arbitration. In The Parties shall meet, confer and negotiate in good faith and attempt to resolve any dispute, controversy or claim arising out of or relating to the event Agreement or the breach, interpretation, termination or validity thereof (a “Dispute”). Any Dispute that a dispute arises between Landlord and Tenant such matter is not settled to their mutual satisfaction within the applicable notice or cure periods provided in this Agreement shall be submitted to binding settled by arbitration as follows: (1) Any arbitration hereunder shall be held pursuant to between the Parties conducted in New York, and in accordance with the Commercial Arbitration Rules of the American Arbitration Association except that: (i) Landlord in effect on the date that a Party gives notice of its demand for arbitration under this Article 14. The submitting Party shall submit such Dispute to arbitration by providing a written demand for arbitration to the other Party and Tenant the Parties shall each select one a single neutral arbitrator. The two appointed arbitrators shall jointly choose If the Parties cannot agree on a third single neutral arbitrator from a list provided by within fifteen (15) days thereafter, then either Party may request that the American Arbitration Association select and appoint a neutral arbitrator who shall act as the third sole arbitrator. The Parties may engage in discovery in connection with the arbitration as provided by the New York statutes and shall be entitled to submit expert testimony or written documentation in such arbitration proceeding. The decision of the arbitrator shall be final and binding upon the sole Parties and shall be set forth in a reasoned opinion, and award may be enforced thereon by either Party in a court of competent jurisdiction provided, however, that any such action or proceeding shall be commenced and prosecuted only in a court of competent jurisdiction with the State of New York, County of Ulster and provided further that the arbitrator shall not have the authority to hear award punitive, exemplary or analogous damages. Any award of the arbitrator shall include interest from the date of any damages incurred for breach or other violation of this Agreement at the Interest Rate. Each Party shall each bear the cost of preparing and presenting its own case, provided, however, that the Parties hereby agree that the prevailing party in such arbitration shall be awarded its reasonable attorney’s fees, expert fees, expenses and costs incurred in connection with the dispute. If either party fails to appoint an arbitrator within twenty (20) days after demand by the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Association, the American Arbitration Association shall select an arbitrator for the party failing to make appointment or shall appoint the third arbitrator, as the case may be. (ii) The arbitration shall be held in the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agree. (iii) The parties shall bear their own expenses cost of the arbitration, including attorneys the fees and expenses of the arbitrator, shall initially be shared equally by Parties, subject to reimbursement of such arbitration costs and attorney’s fees and costs of expert witnesses. to the prevailing party. The arbitrator shall be instructed to establish procedures such that a decision can be rendered within one-hundred eighty (iv180) The filing or other fees calendar days of the American Arbitration Association shall be paid one-half by the Landlord and one-half by the Tenant. (v) The award appointment of the arbitrators shall be binding and shall be enforceable in any court of the state in which the Premises are locatedarbitrator. (2) If the American Arbitration Association is not then in existence or refuses to administer the arbitration, the arbitration shall be administered by the most nearly comparable organization as shall be agreed by the parties, or failing agreement, as shall be determined by the Union County Superior Court of Elizabeth, New Jersey. (3) Notwithstanding anything herein to the contrary, either party shall have the right to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Lease, such matter shall be litigated by the parties.

Binding Arbitration. In Absent settlement by negotiation (or voluntary mediation if agreed to by the event Parties), the Parties agree that a dispute arises between Landlord and Tenant such matter final, compulsory, binding arbitration will be the exclusive means of Dispute resolution. The Parties may not commence arbitration until they have followed the procedures set forth in Section 17.02. The Parties further agree that any arbitration shall be submitted to binding held in New York, New York, 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 as followsshall be conducted using the following procedure: (1) Any arbitration hereunder 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 may be made at any time after the date of the last mediation session, if mediation was agreed to. 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 be held pursuant allow the other Party to join) any third Person that is indispensable to the Commercial Arbitration Rules of the American Arbitration Association except that: (i) Landlord and Tenant shall each select one arbitratorarbitration. The two appointed arbitrators shall jointly choose a third arbitrator from a list provided by the American Arbitration Association and the third arbitrator shall be the sole arbitrator to hear the dispute. If either party fails to appoint an arbitrator within twenty (20) days after demand by the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Association, the American Arbitration Association shall select an arbitrator for the party failing to make appointment or shall appoint the third arbitrator, as the case may be. (ii) The arbitration shall be held in proceed even if the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agree. (iii) The parties shall bear their own expenses of the arbitration, including attorneys fees and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association shall be paid one-half by the Landlord and one-half by the Tenant. (v) The award of the arbitrators shall be binding and shall be enforceable in any court of the state in which the Premises are locatedthird Person refuses jurisdiction. (2) If the American Arbitration Association is not then in existence or refuses In any Dispute involving aggregate damages of up to administer the arbitration$500,000 (exclusive of Interest), the arbitration Parties will attempt to agree on a single arbitrator within ten (10) days after receipt of service of the Notice referenced in 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 $500,000 shall be administered decided by three (3) arbitrators selected by the most nearly comparable organization as shall be agreed by the parties, or failing agreement, as shall be determined by the Union County Superior Court of Elizabeth, New JerseyAAA from its large and complex case pool. (3) Notwithstanding anything herein The arbitrator(s) selected will have a background in, and knowledge of, the subject matter of the Dispute. If arbitrator(s) with such experience are not available, the arbitrator(s) will be selected by the AAA from available arbitrators on its retired federal judge's pool. (4) All discovery shall be completed within such time period as the Parties may agree upon following the appointment of arbitrator(s). The arbitrators will rule on any discovery disputes consistent with the Parties' desire for an expedited arbitration, and their determination shall be conclusive. (5) The arbitrator(s) shall render a written decision within 30 days of the end of the arbitration hearing. The decision or the arbitrator(s) shall be Confidential Information. This Agreement will not prohibit either Party from seeking judicial confirmation of the arbitrator(s)' award. A Party may file a written request for judicial confirmation of the arbitrator(s)' decision anytime after receipt of service of the award. Notice of filing shall comply with requirements set forth in the Federal Rules of Civil Procedure and the Federal Arbitration Act. Any challenge to, or appeal of, an arbitration decision or proceeding on grounds required by the Federal or an applicable New York Arbitration Act (other than entry or enforcement of an arbitration award/judgment) shall be commenced within ninety (90) days of the arbitration award and brought solely in the federal or local court(s) of and for the State of New York. (6) The foregoing procedures shall not preclude either Party from (1) petitioning a regulatory body regarding a matter in question over which the regulatory body has administrative jurisdiction; or (2) pursuing injunctions before any administrative or judicial forum provided that all monetary and other relief is submitted for arbitration, unless that would be prohibited by Law. The Parties shall not submit claims for punitive damages, and do hereby waive any right to the contrary, either party same and the arbitrators shall have the right not be authorized to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Lease, such matter shall be litigated by the partiesaward punitive damages.

Binding Arbitration. In (a) If the event that Parties fail to resolve the dispute through escalation to the Executive Officers under Section 15.1, and a Party desires to pursue resolution of the dispute, the dispute arises between Landlord and Tenant such matter shall be submitted by either Party for resolution in arbitration administered by the International Chamber of Commerce (“ICC”) pursuant to binding ICC’s arbitration as follows:rules and procedures then in effect. (b) The arbitration shall be conducted by a panel of three (3) arbitrators experienced in the pharmaceutical business. Within thirty (30) days after initiation of arbitration, each Party shall select one (1) Any arbitration hereunder shall be held pursuant person to act as arbitrator and the Commercial Arbitration Rules of the American Arbitration Association except that: two (i2) Landlord and Tenant shall each select one arbitrator. The two appointed Party-selected arbitrators shall jointly choose select a third arbitrator from a list provided (who shall be the chairperson of the arbitration panel) within thirty (30) days of their appointment. If the arbitrators selected by the American Arbitration Association and Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be appointed by ICC. If, however, the sole arbitrator to hear the dispute. If either party fails to appoint an arbitrator within twenty (20) days after demand aggregate award sought by the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty Parties is less than five million Dollars (20$5,000,000) days after a list of potential arbitrators is provided by the American Arbitration Association, the American Arbitration Association shall select an arbitrator for the party failing to make appointment or shall appoint the third arbitrator, as the case may be. (ii) The arbitration shall be held in the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agree. (iii) The parties shall bear their own expenses of the arbitration, including attorneys fees and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association shall be paid one-half by the Landlord and one-half by the Tenant. (v) The award of the arbitrators shall be binding and shall be enforceable in any court of the state in which the Premises are located. (2) If the American Arbitration Association equitable relief is not then in existence or refuses to administer the arbitrationsought, the arbitration shall be administered conducted by the most nearly comparable organization as shall be a single arbitrator agreed by the parties, Parties (or failing agreement, as shall be determined appointed by ICC if the Union County Superior Court of Elizabeth, New JerseyParties cannot agree). (3c) The seat and location of the arbitration shall be [*], and the language of the proceedings shall be English. The arbitral tribunal shall determine the dispute by applying the provisions of this Agreement and, notwithstanding Section 16.1 with respect to applicable substantive law, any arbitration conducted pursuant to this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The IBA Rules on the Taking of Evidence in International Arbitration shall apply on any evidence to be taken up in the arbitration. The Parties agree that any award or decision made by the arbitral tribunal shall be final and binding upon them and may be enforced in the same manner as a judgment or order of a court of competent jurisdiction. (d) By agreeing to arbitration, the Parties do not intend to deprive any court of its jurisdiction to issue, at the request of a Party, a pre-arbitral injunction, pre-arbitral attachment or other order to avoid irreparable harm, maintain the status quo, preserve the subject matter of the dispute, or aid the arbitration proceedings and the enforcement of any award. Without prejudice to such provisional or interim remedies in aid of arbitration as may be available under the jurisdiction of a competent court, the arbitral tribunal shall have full authority to grant provisional or interim remedies and to award damages for the failure of any Party to the dispute to respect the arbitral tribunal’s order to that effect. (e) The existence and content of the arbitral proceedings and any ruling or awards shall be kept confidential by the Parties and members of the arbitral tribunal except (i) to the extent that disclosure may be required of a Party to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority, (ii) with the consent of all Parties, (iii) where needed for the preparation or presentation of a claim or defense in the arbitration, (iv) where such information is already in the public domain other than a result of a breach of this clause, or (v) by order of the arbitral tribunal upon application of a Party. (f) Each Party shall bear its own attorney’s fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the administrator and the arbitrator; provided that the arbitrator shall be authorized to determine whether a Party is the prevailing Party, and if so, to award to that prevailing Party reimbursement for any or all of its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, travel expenses, etc.), and/or the fees and costs of the administrator and the arbitrator(s). (g) Notwithstanding anything herein to in this Section 15.2, in the contrary, either party shall have the right to seek injunctive relief to maintain the status quo until event of a dispute between with respect to (i) the parties can validity, scope, enforceability or ownership of any Patent or other intellectual property rights or (ii) compliance by a Party with any Applicable Laws governing antitrust, anti-monopoly or competition law or regulation, and such dispute (either (i) or (ii)) is not resolved in accordance with Section 15.1, then such dispute shall not be arbitratedsubmitted to an arbitration proceeding in accordance with this Section 15.2, and instead, the Parties shall resolve such dispute by litigation in a court of competent jurisdiction in any country in which such rights apply. In the event that any dispute for which a dispute arises between Landlord and Tenant involving an amount which Party is greater than the then current annual base rent permitted to bring a court proceeding under this LeaseSection 15.2, such matter shall the prevailing Party will be litigated by entitled to recover its reasonable attorneys' fees and court costs from the partiesnon-prevailing Party.

Binding Arbitration. In If the event that a parties are unsuccessful at resolving the dispute arises between Landlord and Tenant such matter shall be submitted through mediation, the parties agree to binding arbitration administered by JAMS pursuant to its Employment Arbitration Rules & Procedures, by a single impartial arbitrator experienced in employment law selected as follows: (1) Any : if the Company and Executive are unable to agree upon an impartial arbitrator within ten days of a request for arbitration, the parties shall request a panel of employment arbitrators from JAMS and alternatively strike names until a single arbitrator remains. The arbitration hereunder shall be held pursuant take place through the JAMS Atlanta, GA office, and both Executive and the Company agree to submit to the Commercial Arbitration Rules jurisdiction of the American Arbitration Association arbitrator selected in accordance with JAMS’ rules and procedures. Executive and the Company further agree that arbitration as provided for in this section will be the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except that: (i) Landlord and Tenant shall each select one arbitratorfor any request by either party hereto for temporary or preliminary injunctive relief pending arbitration in accordance with applicable law, or an administrative claim with an administrative agency. The two appointed arbitrators shall jointly choose a third arbitrator from a list provided by parties further agree that the American Arbitration Association and award of the third arbitrator shall be the sole final and binding on both parties. The arbitrator shall have discretion to hear the dispute. If either party fails to appoint an arbitrator within twenty (20) days after demand by the award monetary and other partydamages, or the appointed arbitrators fail no damages, and to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Association, the American Arbitration Association shall select an arbitrator for the party failing to make appointment or shall appoint the third arbitrator, fashion such other relief as the case may be. (ii) arbitrator deems appropriate. The arbitration shall Company will be held in the City in which responsible for paying any facility leased hereunder is located, or such other location as the parties shall mutually agree. (iii) The parties shall bear their own expenses of the arbitration, including attorneys filing fees and costs of expert witnesses. the arbitration proceeding itself (iv) The filing or other fees of the American Arbitration Association for example, arbitrators’ fees, conference room, transcripts), but each party shall be paid one-half by responsible for its own attorneys’ fees. Judgment on the Landlord and one-half by award may be entered in the Tenant. (v) The award of the arbitrators shall be binding and shall be enforceable in any court of the state in which the Premises are located. (2) If the American Arbitration Association is not then in existence or refuses to administer the arbitration, the arbitration shall be administered by the most nearly comparable organization as shall be agreed by the parties, or failing agreement, as shall be determined by the Union County Superior Court in and for the County of Elizabeth▇▇▇▇▇▇, New JerseyState of Georgia or any other court having jurisdiction. THE COMPANY AND EXECUTIVE ACKNOWLEDGE AND AGREE THAT BY AGREEING TO ARBITRATE, THEY ARE WAIVING ANY RIGHT TO BRING AN ACTION AGAINST THE OTHER IN A COURT OF LAW, EITHER STATE OR FEDERAL, AND ARE WAIVING THE RIGHT TO HAVE CLAIMS AND DAMAGES, IF ANY, DETERMINED BY A JURY. (3) Notwithstanding anything herein to the contrary, either party shall have the right to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Lease, such matter shall be litigated by the parties.

Binding Arbitration. In (a) If the event that Parties fail to resolve the dispute through escalation to the Executive Officers under Section 14.2, and a Party desires to pursue resolution of the dispute, the dispute arises between Landlord and Tenant such matter shall be submitted by either Party for resolution in arbitration administered by the International Chamber of Commerce (“ICC”) pursuant to binding its arbitration as follows:rules and procedures then in effect. (1b) Any The arbitration hereunder shall be held pursuant to conducted by a panel of three arbitrators experienced in the Commercial Arbitration Rules pharmaceutical business. Within [ * ] after initiation of the American Arbitration Association except that: (i) Landlord and Tenant arbitration, each Party shall each select one arbitrator. The person to act as arbitrator and the two appointed Party-selected arbitrators shall jointly choose select a third arbitrator from a list provided (who shall be the chairperson of the arbitration panel) within [ * ]. If the arbitrators selected by the American Arbitration Association and Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be appointed by ICC. If, however, the sole arbitrator to hear the dispute. If either party fails to appoint an arbitrator within twenty (20) days after demand aggregate award sought by the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators Parties is provided by the American Arbitration Association, the American Arbitration Association shall select an arbitrator for the party failing to make appointment or shall appoint the third arbitrator, as the case may be. (ii) The arbitration shall be held in the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agree. (iii) The parties shall bear their own expenses of the arbitration, including attorneys fees less than [ * ] and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association shall be paid one-half by the Landlord and one-half by the Tenant. (v) The award of the arbitrators shall be binding and shall be enforceable in any court of the state in which the Premises are located. (2) If the American Arbitration Association equitable relief is not then in existence or refuses to administer the arbitrationsought, the arbitration shall be administered conducted by the most nearly comparable organization as shall be a single arbitrator agreed by the parties, Parties (or failing agreement, as shall be determined appointed by ICC if the Union County Superior Court of Elizabeth, New JerseyParties cannot agree). (3c) The seat and location of the arbitration shall be [ * ], and the language of the proceedings shall be English. The arbitral tribunal shall determine the dispute by applying the provisions of this Agreement and the governing law set forth in Section 15.6. The Parties agree that any award or decision made by the arbitral tribunal shall be final and binding upon them and may be enforced in the same manner as a judgment or order of a court of competent jurisdiction. (d) By agreeing to arbitration, the Parties do not intend to deprive any court of its jurisdiction to issue, at the request of a Party, a pre-arbitral injunction, pre-arbitral attachment or other order to avoid irreparable harm, maintain the status quo, preserve the subject matter of the dispute, or aid the arbitration proceedings and the enforcement of any award. Without prejudice to such provisional or interim remedies in aid of arbitration as may be available under the jurisdiction of a competent court, the arbitral tribunal shall have full authority to grant provisional or interim remedies and to award damages for the failure of any Party to the dispute to respect the arbitral tribunal’s order to that effect. (e) The existence and content of the arbitral proceedings and any ruling or awards shall be kept confidential by the Parties and members of the arbitral tribunal except (i) [ * ], (ii) with the consent of all Parties, (iii) [ * ], (iv) [ * ], or (v) [ * ]. (f) Each Party shall bear its own attorney’s fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the administrator and the arbitrator; provided, however, [ * ]. (g) Notwithstanding anything herein in this Section 14.3, in the event of a dispute with respect to the contraryvalidity, either party shall have the right to seek injunctive relief to maintain the status quo until a scope, enforceability or ownership of any Patent or other intellectual property rights, and such dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Leasenot resolved in accordance with Section 14.2, such matter dispute shall not be litigated submitted to an arbitration proceeding in accordance with this Section 14.3, unless otherwise agreed by the partiesParties in writing, and instead either Party may initiate litigation in a court of competent jurisdiction in any country in which such rights apply.

Binding Arbitration. In the event that a Except as provided below, any dispute arises between Landlord and Tenant such matter arising out of or relating to this Agreement shall be submitted to finally settled by binding arbitration as follows: (1) Any arbitration hereunder shall be held pursuant to conducted expeditiously in accordance with the Commercial J.A.M.S./Endispute Comprehensive Arbitration Rules of and Procedures (the American Arbitration Association except that: (i) Landlord and Tenant shall each select one arbitrator“J.A.M.S. Rules”). The two appointed arbitrators shall jointly choose a third arbitrator from a list provided by the American Arbitration Association and the third arbitrator shall be the sole arbitrator to hear the dispute. If either party fails to appoint an arbitrator within twenty (20) days after demand by the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Association, the American Arbitration Association shall select an arbitrator for the party failing to make appointment or shall appoint the third arbitrator, as the case may be. (ii) The arbitration shall be held in the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agree. (iii) The parties shall bear their own expenses of the arbitration, including attorneys fees and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association shall be paid one-half governed by the Landlord United States Arbitration Act, 9 U.S.C. Sections 1-16, and one-half judgment upon the award rendered by the Tenant. (v) The award of the arbitrators shall may be binding and shall be enforceable in entered by any court of having jurisdiction thereof. The arbitration shall take place in the state in which the Premises are Company’s principal office is then located. (2) 4.1.1. THE PARTIES AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THAT THIS AGREEMENT DOES NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. If the American Arbitration Association prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force. 4.1.2. The arbitration shall commence within 60 days of the date on which a written demand for arbitration is filed by Company or Member. In connection with the arbitration proceeding, the arbitrator shall have the power to order the production of documents by each party and any third- party witnesses. In addition, each party may take up to three (3) depositions as of right, and the arbitrator may in his or her discretion allow additional depositions upon good cause shown by the moving party. However, the arbitrator shall not then in existence have the power to order the answering of interrogatories or refuses the response to administer requests for admission. In connection with any arbitration, each party to the arbitration shall provide to the other, no later than seven (7) business days before the date of the arbitration, the identity of all persons that may testify at the arbitration and a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert. The arbitrator’s decision and award shall be administered made and delivered within six (6) months of the selection of the arbitrator. The arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability. The arbitrator shall not have power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages, and each party hereby irrevocably waives any claim to such damages. 4.1.3. The Company and each Member (each, a “Party”) covenants and agrees that such Party will participate in the arbitration in good faith. This Section applies equally to requests for temporary, preliminary or permanent injunctive relief, except that in the case of temporary or preliminary injunctive relief any party may proceed in court without prior arbitration for the limited purpose of avoiding immediate and irreparable harm. 4.1.4. Each Party (i) hereby irrevocably submits to the jurisdiction of the United States District Court for the Eastern District of Virginia or, if such jurisdiction may not be obtained or maintained, to the courts of the Commonwealth of Virginia, for the purpose of enforcing the award or decision in any such proceeding, (ii) hereby waives, and agrees not to assert, by the most nearly comparable organization way of motion, as shall be agreed by the partiesa defense, or failing agreementotherwise, as shall be determined by the Union County Superior Court of Elizabethin any such suit, New Jersey. (3) Notwithstanding anything herein action or proceeding, any claim that it is not subject personally to the contraryjurisdiction of the above-named courts, either party shall have that its property is exempt or immune from attachment or execution (except as protected by applicable law), that the right suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) hereby waives and agrees not to seek injunctive relief any review by any court of any other jurisdiction which may be called upon to maintain grant an enforcement of the status quo until a dispute between judgment of any such court. Each Party hereby consents to service of process by registered mail at the parties can address to which notices are to be arbitratedgiven. In Each Party agrees that its, his or her submission to jurisdiction and its, his or her consent to service of process by mail is made for the event that a dispute arises between Landlord and Tenant involving an amount which is greater than express benefit of each other Party. Final judgment against any Party in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the then current annual base rent under this Leasejudgment, or in any other manner provided by or pursuant to the laws of such matter shall be litigated by the partiesother jurisdiction.

Binding Arbitration. In the event that a A Claim in dispute arises between Landlord and Tenant such matter hereunder submitted for resolution by arbitration shall be submitted finally settled by arbitration in accordance with the then existing commercial arbitration rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, subject to binding arbitration as follows:(a) through (h) below. Neither party shall have the right to appeal any aspect of the arbitrator's award or the ability to seek redress in any court of law other than to enforce the award of the arbitrator. (1a) Any Upon the request of either the Claiming Director or Officer or the Lender, the arbitration hereunder shall be held pursuant to conducted under the Commercial Arbitration Rules expedited rules of the American Arbitration Association except that:for commercial arbitrations. (ib) Landlord and Tenant shall each select one arbitrator. The two appointed arbitrators shall jointly choose a third arbitrator from a list provided be three (3) independent arbitrators, with one appointed by the American Arbitration Association Claiming Director or Officer, the second appointed by the Lender and the two appointees selecting the third arbitrator shall be the sole arbitrator to hear the disputein accordance with such rules. If either party or the Claiming Director or Officer or the Lender fails to appoint select an arbitrator within twenty seven (207) calendar days after demand by notice of such failure from the other party, party or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Association, then the American Arbitration Association shall appoint such arbitrator. If the two appointees are unable to agree on the third arbitrator, then the American Arbitration Association shall select an the same using the foregoing rules and in accordance with the following qualifications. Each arbitrator for shall be a competent and reputable individual with experience as a judge, a chief executive officer or chief financial officer and shall have no prior relationship with the party failing to make appointment Claiming Director or shall appoint Officer, the third arbitratorCompany, as the case may beAgent or any member of the Lender Group. (iic) The arbitration hearing shall be held in Cleveland, Ohio at such date, time and place as established by the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agreeArbitrators. (iiid) The Arbitrators shall have power to rule on their own competency and on the validity of this Escrow Agreement to make reference to arbitration. (e) Not later than seven (7) calendar days after the conclusion of the arbitration hearing, but prior to the rendering of any arbitral decision and award, each party may submit to the Arbitrators a written statement of such party's (i) understanding of and view on the parties' respective positions on the Claim and (ii) recommendation as to an appropriate resolution of the Claim and the reasons why it believes such resolution is appropriate. In reaching a decision on any Claim hereunder, the Arbitrators may take into account such statement. (f) The parties shall bear use their own reasonable best efforts to cause the Arbitrators to render their arbitral decision and award (a copy of which shall be delivered to the Escrow Agent) and give a written opinion setting forth the basis of their decision, all not later than twenty-one (21) calendar days after the conclusion of the Arbitration. (g) Each party shall take or cause to be taken all reasonable action to facilitate the conduct of the arbitration and the rendering of the arbitral award at the earliest possible date. (h) The costs of the Arbitration shall be borne and paid by the Lender, or as the Arbitrators otherwise direct. If an award is made by the Arbitrators to the Claiming Director or Officer, then all expenses of the arbitrationClaiming Officer or Director incurred in connection with the Arbitration, including attorneys attorneys' fees and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association shall disbursements, will be paid one-half by the Landlord and one-half by the TenantLender. (v) The award of the arbitrators shall be binding and shall be enforceable in any court of the state in which the Premises are located. (2) If the American Arbitration Association is not then in existence or refuses to administer the arbitration, the arbitration shall be administered by the most nearly comparable organization as shall be agreed by the parties, or failing agreement, as shall be determined by the Union County Superior Court of Elizabeth, New Jersey. (3) Notwithstanding anything herein to the contrary, either party shall have the right to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Lease, such matter shall be litigated by the parties.

Binding Arbitration. In (a) Should mediation prove unsuccessful, all disputes arising out of and related to this Agreement, including the event that a dispute arises between Landlord and Tenant such matter circumstances of its formation, shall be submitted to binding arbitration as follows: (1) Any in Dallas, Dallas County, Texas. The arbitration hereunder shall be held pursuant to conducted before and under the Commercial Arbitration Rules of the American Arbitration Association except that: (i) Landlord and Tenant shall each select one Association, unless the parties mutually agree upon a substitute arbitral body or an ad hoc arbitrator. The two appointed arbitrators parties shall jointly choose endeavor to agree upon a third single, non-lawyer arbitrator. If they are unable to do so, the arbitrator shall be selected from a list of five persons provided by the American Arbitration Association arbitral body conducting the arbitration. The parties shall alternately strike one name from the list, beginning with the party who commenced the arbitration, and the third arbitrator last person remaining on the list shall be the sole arbitrator. Judgment on an award of the arbitrator (an “Award”) may be entered by any court of competent jurisdiction. The arbitrator shall have the authority to hear grant equitable relief, but not the disputepower to grant exemplary or punitive damages. If either The prevailing party fails to appoint an arbitrator within twenty (20) days after demand by the other party, or the appointed arbitrators fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Association, the American Arbitration Association shall select an arbitrator for the party failing to make appointment or shall appoint the third arbitrator, as the case may be. (ii) The in any arbitration shall be held entitled to recover, in addition to any other relief awarded by the arbitrator, its reasonable costs and expenses, including attorneys' fees, of preparing for and participating in the City arbitration. If each party prevails on specific issues in which any facility leased hereunder is located, or such other location as the parties shall mutually agree. (iii) The parties shall bear their own expenses of the arbitration, including attorneys fees and costs of expert witnesses. (iv) The filing or other fees of the American Arbitration Association shall be paid one-half by the Landlord and one-half by the Tenant. (v) The award of the arbitrators shall be binding and shall be enforceable in any court of the state in which the Premises are located. (2) If the American Arbitration Association is not then in existence or refuses to administer the arbitration, the arbitration arbitrator may allocate the costs incurred by all parties on a basis he or she deems appropriate. (b) The parties agree to perform any Award within thirty (30) days of its issuance, and this failure to perform on the Award shall be administered by an additional cause for the most nearly comparable organization as prevailing party to obtain attorneys fees. The requirement of filing a notice of claim with respect to the dispute, controversy or claim submitted to mediation shall be agreed suspended until the conclusion of the mediation process. In the case of injunctive relief, if any party obtains a temporary restraining order, then the parties must participate in non-binding mediation prior to any hearing on a temporary injunction, but in any event no less than fourteen (14) days after issuance of the temporary restraining order. The costs of mediation shall be shared equally by the parties, or failing agreement, as and the costs of arbitration shall be determined shared as directed by the Union County Superior Court of Elizabeth, New Jerseyarbitrators. (3) Notwithstanding anything herein to the contrary, either party shall have the right to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Lease, such matter shall be litigated by the parties.

Binding Arbitration. In i) Any controversy or claim arising out of or relating to this Agreement for the event that a dispute arises between Landlord and Tenant such matter breach hereof which cannot be settled by the parties, except for action for equitable relief to enforce the covenants set forth in Section 7 which may be pursued in the courts referred to in Section 15(e), shall be submitted to binding settled by arbitration as follows: (1) Any in accordance with the commercial arbitration hereunder shall be held pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association except that:("AAA") as set forth herein. (iii) Landlord and Tenant shall each Each party may select one arbitrator. The two appointed arbitrators shall jointly choose a third arbitrator from a list provided by the American Arbitration Association and the third arbitrator Selection shall be completed within ten (10) days of the sole arbitrator to hear the disputereceipt of a demand for arbitration. If either party fails to appoint select an arbitrator within twenty such ten- (2010) day period, the one selected shall act as sole arbitrator. If two arbitrators have been selected, the two arbitrators selected shall select a third within fifteen (15) days after demand by the other party, or the appointed arbitrators their selection. If they fail to agree to the third arbitrator within twenty (20) days after a list of potential arbitrators is provided by the American Arbitration Associationdo so, the American Arbitration Association AAA shall select an arbitrator for the party failing to make appointment or shall appoint the third arbitrator. The arbitrators shall set a date of hearing no later than sixty (60) days from the date all arbitrators have been selected. If the amount in controversy is less than $10,000.00, as the case may be. (ii) The arbitration shall be held in the City in which any facility leased hereunder is located, or such other location as the parties shall mutually agree. (iii) The agree on one arbitrator to conduct the binding arbitration as mutually agreed by the parties shall bear their own expenses outside of the arbitration, including attorneys fees and costs of expert witnesses. AAA process. If the parties are unable to mutually agree upon one arbitrator or the alternative arbitration process within (iv10) The filing or other fees days of the American Arbitration Association shall be paid one-half by the Landlord and one-half by the Tenant. (v) The award receipt of the arbitrators shall be binding and shall be enforceable in any court of the state in which the Premises are located. (2) If the American Arbitration Association is not then in existence or refuses to administer the a demand for arbitration, the arbitration shall be administered conducted by the most nearly comparable organization AAA as described above. iii) The arbitration shall take place in Dallas, Texas. iv) The award of any arbitration shall be agreed final, conclusive and binding on the parties hereto. v) The arbitrators may award any legal or equitable remedy. Judgment upon any arbitration award may be entered and enforced in any court of competent jurisdiction. vi) Either party to arbitration hereunder may bring an action for injunctive relief against the other party if such action is necessary to preserve jurisdiction of the arbitrators or to maintain status quo pending the arbitrators' decision. Any such action called pursuant to this paragraph shall be discontinued upon assumption of jurisdiction by the parties, or failing agreement, as shall be determined by arbitrators and their opportunity to consider the Union County Superior Court of Elizabeth, New Jerseyrequest for equitable relief pending final decision in the arbitration. (3) Notwithstanding anything herein to the contrary, either party shall have the right to seek injunctive relief to maintain the status quo until a dispute between the parties can be arbitrated. In the event that a dispute arises between Landlord and Tenant involving an amount which is greater than the then current annual base rent under this Lease, such matter shall be litigated by the parties.