Common use of Escalation; Dispute Resolution Clause in Contracts

Escalation; Dispute Resolution. If (i) Company disputes that a default has occurred as contemplated in Section 9.2 “Termination by University”, or that a default has not been cured, or (ii) Company wishes to dispute termination of this Agreement resulting from a failed renegotiation of a new Performance Milestone as contemplated under Section 5.2 “Renegotiation of Performance Milestones”, or (iii) Company disputes in good faith any amounts that are owed to University under this Agreement, and a late fee for such disputed amount has been charged to Company under Section 6.3 “Late Payments”, then Company may provide University with a written dispute notice (“Dispute Notice”). In the case of (i) and (ii) above such Dispute Notice must be received by University prior to expiration of the 60-day cure period referenced in Section 9.2 “Termination by University”, stating the basis of Company’s disagreement with respect to such default or cure. In the case of (iii) above such Dispute Notice must be received by University within thirty (30) days of being charged a late fee for such disputed amount. If Company disputes that a default has occurred as contemplated in Section 9.3 “Events of Default”, then Company may provide University with a Dispute Notice within thirty (30) days of University sending the notice of termination referenced in Section 9.3 “Events of Default”. Upon receipt of a Dispute Notice, University’s right to terminate this Agreement or demand payment of late fees will be suspended and all rights under this Agreement will continue unaffected provided the dispute resolution process in this Section 13.4 “Escalation; Dispute Resolution” is being exercised. Any dispute will first be escalated to Company’s Chief Executive Officer or to a representative from Company’s Board of Directors, and to University’s Vice President for Innovation Strategy, representatives of which will be instructed to work in good faith to attempt to reach a mutually acceptable resolution of the dispute that would avoid termination of this Agreement. If the representatives are unable to reach such resolution of the dispute within thirty (30) days of delivery of the Dispute Notice, an independent, neutral mediator acceptable to both Parties (acting reasonably) will be appointed. The Parties will submit their dispute to mediation according to such parameters as they may mutually agree in writing. The Parties agree to discuss their differences in good faith and to attempt in good faith, with facilitation by the mediator, to reach an amicable resolution of the dispute within thirty (30) days after the mediator’s appointment. If the Parties are not able to agree on resolution of the dispute within such period, or within ninety (90) days of the Dispute Notice, whichever is earlier, including agreeing on a new Performance Milestone pursuant to Section 5.2 “Renegotiation of Performance Milestones” if that is the subject of the dispute, then the dispute resolution process of this Section 13.4 “Escalation; Dispute Resolution” will be complete and either Party may pursue any other action that is legally available to it. Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the dispute resolutions provisions set forth above.

Escalation; Dispute Resolution. If Company disputes that (i) Company disputes that a default has occurred as contemplated in Section 9.2 “(Termination by University”) , or that a default has not been cured, or (ii) Company wishes to dispute termination of this Agreement resulting from a failed renegotiation negotiation of a new Performance Milestone as contemplated under Section 5.2 “(Renegotiation of Performance Milestones”, or (iii) Company disputes in good faith any amounts that are owed to University under this Agreement, and a late fee for such disputed amount has been charged to Company under Section 6.3 “Late Payments”), then Company may provide University with a written dispute notice (“Dispute Notice”). In the case of (i) and (ii) above such Dispute Notice must be received by University prior to expiration of the 60-day cure period referenced in Section 9.2 “Termination by University”9.2, stating the basis of Company’s 's disagreement with respect to such default or cure. In the case of (iii) above such Dispute Notice must be received by University within thirty (30) days of being charged a late fee for such disputed amount. If Company disputes that a default has occurred as contemplated in Section 9.3 “(Events of Default”), then Company may provide University with a Dispute Notice within thirty (30) days of University sending the notice of termination referenced in Section 9.3 “Events of Default”9.3. Upon receipt of a Dispute Notice, University’s 's right to terminate this Agreement or demand payment of late fees will be suspended and all rights under this Agreement will continue unaffected provided the dispute resolution process in this Section 13.4 “(Escalation; Dispute Resolution” ) is being exercised. Any dispute will first be escalated to Company’s 's Chief Executive Officer or to a representative from Company’s 's Board of Directors, and to University’s 's Vice President for Innovation StrategyXxxxxxx of Innovation, representatives of which will be instructed to work in good faith to attempt to reach a mutually acceptable resolution of the dispute that would avoid termination of this Agreement. If the representatives are unable to reach such resolution of the dispute within thirty (30) days of delivery of the Dispute Notice, an independent, neutral mediator acceptable to both Parties (acting reasonably) will be appointed. The Parties will submit their dispute to mediation according to such parameters as they may mutually agree in writing. The Parties agree to discuss their differences in good faith and to attempt in good faith, with facilitation by the mediator, to reach an amicable resolution of the dispute within thirty (30) days after the mediator’s 's appointment. If the Parties are not able to agree on resolution of the dispute within such period, or within ninety (90) days of the Dispute Notice, whichever is earlier, including agreeing on a new Performance Milestone pursuant to Section 5.2 “(Renegotiation of Performance Milestones” ) if that is the subject of the dispute, then the dispute resolution process of this Section 13.4 “(Escalation; Dispute Resolution” ) will be complete and either Party may pursue any other action that is legally available to it. Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the dispute resolutions provisions set forth above.it.‌

Escalation; Dispute Resolution. If Company disputes that (i) Company disputes that a default has occurred as contemplated in Section 9.2 “(Termination by University”) , or that a default has not been cured, or (ii) Company wishes to dispute termination of this Agreement resulting from a failed renegotiation negotiation of a new Performance Milestone as contemplated under Section 5.2 “(Renegotiation of Performance Milestones”, or (iii) Company disputes in good faith any amounts that are owed to University under this Agreement, and a late fee for such disputed amount has been charged to Company under Section 6.3 “Late Payments”), then Company may provide University with a written dispute notice (“Dispute Notice”). In the case of (i) and (ii) above such Dispute Notice must be received by University prior to expiration of the 60-day cure period referenced in Section 9.2 “Termination by University”9.2, stating the basis of Company’s 's disagreement with respect to such default or cure. In the case of (iii) above such Dispute Notice must be received by University within thirty (30) days of being charged a late fee for such disputed amount. If Company disputes that a default has occurred as contemplated in Section 9.3 “(Events of Default”), then Company may provide University with a Dispute Notice within thirty (30) days of University sending the notice of termination referenced in Section 9.3 “Events of Default”9.3. Upon receipt of a Dispute Notice, University’s 's right to terminate this Agreement or demand payment of late fees will be suspended and all rights under this Agreement will continue unaffected provided the dispute resolution process in this Section 13.4 “(Escalation; Dispute Resolution” ) is being exercised. Any dispute will first be escalated to Company’s 's Chief Executive Officer or to a representative from Company’s 's Board of Directors, and to University’s 's Vice President for Innovation StrategyXxxxxxx of Innovation, representatives of which will be instructed to work in good faith to attempt to reach a mutually acceptable resolution of the dispute that would avoid termination of this Agreement. If the representatives are unable to reach such resolution of the dispute within thirty (30) days of delivery of the Dispute Notice, an independent, neutral mediator acceptable to both Parties (acting reasonably) will be appointed. The Parties will submit their dispute to mediation according to such parameters as they may mutually agree in writing. The Parties agree to discuss their differences in good faith and to attempt in good faith, with facilitation by the mediator, to reach an amicable resolution of the dispute within thirty (30) days after the mediator’s 's appointment. If the Parties are not able to agree on resolution of the dispute within such period, or within ninety (90) days of the Dispute Notice, whichever is earlier, including agreeing on a new Performance Milestone pursuant to Section 5.2 “(Renegotiation of Performance Milestones” ) if that is the subject of the dispute, then the dispute resolution process of this Section 13.4 “(Escalation; Dispute Resolution” ) will be complete and either Party may pursue any other action that is legally available to it. Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the dispute resolutions provisions set forth above.

Escalation; Dispute Resolution. If (i) Company disputes that a default has occurred as contemplated in Section 9.2 “Termination by University”, or that a default has not been cured, or (ii) Company wishes to dispute termination of this Agreement resulting from a failed renegotiation of a new Performance Milestone as contemplated under Section 5.2 “Renegotiation of Performance MilestonesMilestone”, or (iii) Company disputes in good faith any amounts that are owed to University under this Agreement, and a late fee for such disputed amount has been charged to Company under Section 6.3 “Late Payments”, then Company may provide University with a written dispute notice (“Dispute Notice”). In the case of (i) and (ii) above such Dispute Notice must be received by University prior to expiration of the 60-day [***]-day cure period referenced in Section 9.2 “Termination by University”, stating the basis of Company’s 's disagreement with respect to such default or cure. In the case of (iii) above such Dispute Notice must be received by University within thirty (30) [***] days of being charged a late fee for such disputed amount. If Company disputes that a default has occurred as contemplated in Section 9.3 “Events of Default”, then Company may provide University with a Dispute Notice within thirty (30) [***] days of University sending the notice of termination referenced in Section 9.3 “Events of Default”. Upon receipt of a Dispute Notice, University’s 's right to terminate this Agreement or demand payment of late fees will be suspended and all rights under this Agreement will continue unaffected provided the dispute resolution process in this Section 13.4 “Escalation; Dispute Resolution” is being exercised. Any dispute will first be escalated to Company’s 's Chief Executive Officer or to a representative from Company’s 's Board of Directors, and to University’s 's Vice President for Innovation Strategy, representatives of which will be instructed to work in good faith to attempt to reach a mutually acceptable resolution of the dispute that would avoid termination of this Agreement. If the representatives are unable to reach such resolution of the dispute within thirty (30) days of delivery of the Dispute Notice, an independent, neutral mediator acceptable to both Parties (acting reasonably) will be appointed. The Parties will submit their dispute to mediation according to such parameters as they may mutually agree in writing. The Parties agree to discuss their differences in good faith and to attempt in good faith, with facilitation by the mediator, to reach an amicable resolution of the dispute within thirty (30) [***] days after the mediator’s 's appointment. If the Parties are not able to agree on resolution of the dispute within such period, or within ninety (90) [***] days of the Dispute Notice, whichever is earlier, including agreeing on a new Performance Milestone pursuant to Section 5.2 “Renegotiation of Performance MilestonesMilestone” if that is the subject of the dispute, then the dispute resolution process of this Section 13.4 “Escalation; Dispute Resolution” will be complete and either Party may pursue any other action that is legally available to it. Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the dispute resolutions provisions set forth above.

Escalation; Dispute Resolution. If Company disputes that (i) Company disputes that a default has occurred as contemplated in Section 9.2 “(Termination by University”), or that a default has not been cured, or (ii) Company wishes to dispute termination of this Agreement resulting from a failed renegotiation of a new Performance Milestone as contemplated under Section 5.2 “(Renegotiation of Performance Milestones”, or (iii) Company disputes in good faith any amounts that are owed to University under this Agreement, and a late fee for such disputed amount has been charged to Company under Section 6.3 “Late Payments”), then Company may provide University with a written dispute notice (“Dispute Notice”). In the case of (i) and (ii) above such Dispute Notice must be received by University prior to expiration of the 60-day [***] cure period referenced in Section 9.2 “Termination by University”9.2, stating the basis of Company’s disagreement with respect to such default or cure. In the case of (iii) above such Dispute Notice must be received by University within thirty (30) days of being charged a late fee for such disputed amount. If Company disputes that a default has occurred as contemplated in Section 9.3 “(Events of Default”), then Company may provide University with a Dispute Notice within thirty (30) [***] days of University sending the notice of termination referenced in Section 9.3 “Events of Default”9.3. Upon receipt of a Dispute Notice, University’s right to terminate this Agreement or demand payment of late fees will be suspended and all rights under this Agreement will continue unaffected provided the dispute resolution process in this Section 13.4 “(Escalation; Dispute Resolution” ) is being exercised. Any dispute will first be escalated to Company’s Chief Executive Officer or to a representative from Company’s Board of Directors, and to University’s Vice President for Innovation Strategy[***], representatives of which will be instructed to work in good faith to attempt to reach a mutually acceptable resolution of the dispute that would avoid termination of this Agreement. If the representatives are unable to reach such resolution of the dispute within thirty (30) [***] days of delivery of the Dispute Notice, an independent, neutral mediator acceptable to both Parties (acting reasonably) will be appointed. The Parties will submit their dispute to mediation according to such parameters as they may mutually agree in writing. The Parties agree to discuss their differences in good faith and to attempt in good faith, with facilitation by the mediator, to reach an amicable resolution of the dispute within thirty (30) [***] days after the mediator’s appointment. If the Parties are not able to agree on resolution of the dispute within such period, or within ninety (90) [***] days of the Dispute Notice, whichever is earlier, including agreeing on a new Performance Milestone pursuant to Section 5.2 “Renegotiation of Performance Milestones” ) if that is the subject of the dispute, then the dispute resolution process of this Section 13.4 “(Escalation; Dispute Resolution” ) will be complete and either Party may pursue any other action that is legally available to it. Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the dispute resolutions provisions set forth above.

Escalation; Dispute Resolution. If (ia) Company disputes that (i) a default has occurred as contemplated in Section 9.2 “Termination by University”, or that a default has not been cured, or (ii) Company wishes to dispute termination of this Agreement resulting from a failed renegotiation negotiation of a new Performance Milestone as contemplated under Section 5.2 “Renegotiation of Performance Milestones”, or (iii) Company disputes in good faith any amounts that are owed to University under this Agreement, and a late fee for such disputed amount has been charged to Company under Section 6.3 “Late Payments”, then Company may provide University with a written dispute notice (“Dispute Notice”). In the case of (i) and (ii) above such Dispute Notice must be received by University prior to expiration of the 60-day [***]-day cure period referenced in Section 9.2 “Termination by University”9.2, stating the basis of Company’s disagreement with respect to such default or cure. In , or (b) if there is a dispute as provided under Sections 3.3 or 7.2, then either Party may provide the case of (iii) above such other with a Dispute Notice must be received by University within thirty (30) days of being charged a late fee for such disputed amountNotice. If Company disputes that a default has occurred as contemplated in Section 9.3 “Events of Default”, then Company may provide University with a Dispute Notice within thirty (30) [***] days of University sending the notice of termination referenced in Section 9.3 “Events of Default”9.3. Upon receipt of a Dispute Notice, University’s right to terminate this Agreement or demand payment of late fees will be suspended and all rights under this Agreement will continue unaffected provided the dispute resolution process in this Section 13.4 “Escalation; Dispute Resolution” is being exercised. Any dispute will first be escalated to Company’s Chief Executive Officer or to a representative from Company’s Board of Directors, and to University’s Vice President for Innovation Strategy, representatives of which will be instructed to work in good faith to attempt to reach a mutually acceptable resolution of the dispute that would avoid termination of this Agreement. If the representatives are unable to reach such resolution of the dispute within thirty (30) [***] days of delivery of the Dispute Notice, an independent, neutral mediator acceptable to both Parties (acting reasonably) will be appointed. The Parties will submit their dispute to mediation according to such parameters as they may mutually agree in writing. The Parties agree to discuss their differences in good faith and to attempt in good faith, with facilitation by the mediator, to reach an amicable resolution of the dispute within thirty (30) [***] days after the mediator’s appointment. If the Parties are not able to agree on resolution of the dispute within such period, or within ninety (90) [***] days of the Dispute Notice, whichever is earlier, including agreeing on a new Performance Milestone pursuant to Section 5.2 “Renegotiation of Performance Milestones” if that is the subject of the dispute, then the dispute resolution process of this Section 13.4 “Escalation; Dispute Resolution” will be complete and either Party may pursue any other action that is legally available to it. Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the dispute resolutions provisions set forth above.arbitration. Neoleukin Therapeutics, Inc. / University of Washington Exclusive License Agreement UW CoMotion Ref. 44544A Page 20 of 38 Table of Contents

Escalation; Dispute Resolution. If Company disputes that (i) Company disputes that a default has occurred as contemplated in Section section 9.2 “(Termination by University”) , or that a default has not been cured, or (ii) Company wishes to dispute termination of this Agreement resulting from a failed renegotiation negotiation of a new Performance Milestone as contemplated under Section 5.2 “(Renegotiation of Performance Milestones”, or (iii) Company disputes in good faith any amounts that are owed to University under this Agreement, and a late fee for such disputed amount has been charged to Company under Section 6.3 “Late Payments”), then Company may provide University with a written dispute notice (“"Dispute Notice”). In the case of (i") and (ii) above such Dispute Notice must be received by University prior to expiration of the 60-day cure period referenced in Section 9.2 “Termination by University”9.2, stating the basis of Company’s 's disagreement with respect to such default or cure. In the case of (iii) above such Dispute Notice must be received by University within thirty (30) days of being charged a late fee for such disputed amount. If Company disputes that a default has occurred as contemplated in Section 9.3 “(Events of Default”), then Company may provide University with a Dispute Notice within thirty (30) 30 days of University sending the notice of termination referenced in Section 9.3 “Events of Default”9.3. Upon receipt of a Dispute Notice, University’s 's right to terminate this Agreement or demand payment of late fees will be suspended and all rights under this Agreement will continue unaffected provided the dispute resolution process in this Section 13.4 “(Escalation; Dispute Resolution” ) is being exercised. Any dispute will first be escalated to Company’s 's Chief Executive Officer or to a representative from Company’s 's Board of Directors, and to University’s 's Vice President for Innovation StrategyXxxxxxx of Innovation, representatives of which will be instructed to work in good faith to attempt to reach a mutually acceptable resolution of the dispute that would avoid termination of this Agreement. If the representatives are unable to reach such resolution of the dispute within thirty (30) 30 days of delivery of the Dispute Notice, an independent, neutral mediator acceptable to both Parties (acting reasonably) will be appointed. The Parties will submit their dispute to mediation according to such parameters as they may mutually agree in writing. The Parties agree to discuss their differences in good faith and to attempt in good faith, with facilitation by the mediator, to reach an amicable resolution of the dispute within thirty (30) 30 days after the mediator’s 's appointment. If the Parties are not able to agree on resolution of the dispute within such period, or within ninety (90) 90 days of the Dispute Notice, whichever is earlier, including agreeing on a new Performance Milestone pursuant to Section 5.2 “Renegotiation of Performance Milestones” ) if that is the subject of the dispute, then the dispute resolution process of this Section 13.4 “(Escalation; Dispute Resolution” ) will be complete and either Party may pursue any other action that is legally available to it. Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the dispute resolutions provisions set forth above.

Escalation; Dispute Resolution. If Company disputes that (i) Company disputes that a default has occurred as contemplated in Section section 9.2 “(Termination by University”) , or that a default has not been cured, or (ii) Company wishes to dispute termination of this Agreement resulting from a failed renegotiation negotiation of a new Performance Milestone as contemplated under Section 5.2 “(Renegotiation of Performance Milestones”, or (iii) Company disputes in good faith any amounts that are owed to University under this Agreement, and a late fee for such disputed amount has been charged to Company under Section 6.3 “Late Payments”), then Company may provide University with a written dispute notice (“"Dispute Notice”). In the case of (i") and (ii) above such Dispute Notice must be received by University prior to expiration of the 60-day cure period referenced in Section 9.2 “Termination by University”9.2, stating the basis of Company’s 's disagreement with respect to such default or cure. In the case of (iii) above such Dispute Notice must be received by University within thirty (30) days of being charged a late fee for such disputed amount. If Company disputes that a default has occurred as contemplated in Section 9.3 “(Events of Default”), then Company may provide University with a Dispute Notice within thirty (30) 30 days of University sending the notice of termination referenced in Section 9.3 “Events of Default”9.3. Upon receipt of a Dispute Notice, University’s 's right to terminate this Agreement or demand payment of late fees will be suspended and all rights under this Agreement will continue unaffected provided the dispute resolution process in this Section 13.4 “(Escalation; Dispute Resolution” ) is being exercised. Any dispute will first be escalated to Company’s 's Chief Executive Officer or to a representative from Company’s 's Board of Directors, and to University’s 's Vice President for Innovation StrategyXxxxxxx of Innovation, representatives of which will be instructed to work in good faith to attempt to reach a mutually acceptable resolution of the dispute that would avoid termination of this Agreement. If the representatives are unable to reach such resolution of the dispute within thirty (30) days of delivery of the Dispute Notice, an independent, neutral mediator acceptable to both Parties (acting reasonably) will be appointed. The Parties will submit their dispute to mediation according to such parameters as they may mutually agree in writing. The Parties agree to discuss their differences in good faith and to attempt in good faith, with facilitation by the mediator, to reach an amicable resolution of the dispute within thirty (30) days after the mediator’s 's appointment. If the Parties are not able to agree on resolution of the dispute within such period, or within ninety (90) days of the Dispute Notice, whichever is earlier, including agreeing on a new Performance Milestone pursuant to Section 5.2 “(Renegotiation of Performance Milestones” ) if that is the subject of the dispute, then the dispute resolution process of this Section 13.4 “(Escalation; Dispute Resolution” ) will be complete and either Party may pursue any other action that is legally available to it. Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the dispute resolutions provisions set forth above.

Escalation; Dispute Resolution. If Company disputes that (i) Company disputes that a default has occurred as contemplated in Section section 9.2 “(Termination by University”), or that a default has not been cured, or (ii) Company wishes to dispute termination of this Agreement resulting from a failed renegotiation negotiation of a new Performance Milestone as contemplated under Section 5.2 “(Renegotiation of Performance Milestones”, or (iii) Company disputes in good faith any amounts that are owed to University under this Agreement, and a late fee for such disputed amount has been charged to Company under Section 6.3 “Late Payments”), then Company may provide University with a written dispute notice (“Dispute Notice”). In the case of (i) and (ii) above such Dispute Notice must be received by University prior to expiration of the 60-day cure period referenced in Section 9.2 “Termination by University”9.2, stating the basis of Company’s 's disagreement with respect to such default or cure. In the case of (iii) above such Dispute Notice must be received by University within thirty (30) days of being charged a late fee for such disputed amount. If Company disputes that a default has occurred as contemplated in Section 9.3 “(Events of Default”), then Company may provide University with a Dispute Notice within thirty (30) 30 days of University sending the notice of termination referenced in Section 9.3 “Events of Default”9.3. Upon receipt of a Dispute Notice, University’s 's right to terminate this Agreement or demand payment of late fees will be suspended and all rights under this Agreement will continue unaffected provided the dispute resolution process in this Section 13.4 “(Escalation; Dispute Resolution” ) is being exercised. Any dispute will first be escalated to Company’s 's Chief Executive Officer or to a representative from Company’s 's Board of Directors, and to University’s 's Associate Vice President for Innovation StrategyInnovation, representatives of which will be instructed to work in good faith to attempt to reach a mutually acceptable resolution of the dispute that would avoid termination of this Agreement. If the representatives are unable to reach such resolution of the dispute within thirty (30) 30 days of delivery of the Dispute Notice, an independent, neutral mediator acceptable to both Parties (acting reasonably) will be appointed. The Parties will submit their dispute to mediation according to such parameters as they may mutually agree in writing. The Parties agree to discuss their differences in good faith and to attempt in good faith, with facilitation by the mediator, to reach an amicable resolution of the dispute within thirty (30) days after the mediator’s appointment. If the Parties are not able to agree on resolution of the dispute within such period, or within ninety (90) days of the Dispute Notice, whichever is earlier, including agreeing on a new Performance Milestone pursuant to Section 5.2 “(Renegotiation of Performance Milestones” ) if that is the subject of the dispute, then the dispute resolution process of this Section 13.4 “(Escalation; Dispute Resolution” ) will be complete and either Party may pursue any other action that is legally available to it. Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the dispute resolutions provisions set forth above.