Common use of Expert Determination Clause in Contracts

Expert Determination. 41.5.1 For a Dispute on any decision referred to an expert the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Parties to the Dispute. The expert is not an arbitrator and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party written notice of the request for such determination. If the Parties to the Dispute are unable to agree upon an expert within twenty (20) Days after receipt of the notice of request for an expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertise. The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty (60) Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties to the Dispute.

Expert Determination. 41.5.1 For Subject to Clause 18.1 (Senior Manager Discussions) and the Technical Dispute Determination Option, if a Dispute on any decision referred to an expert is a Technical Dispute, either Party may refer the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously Technical Dispute for determination by the Parties to the DisputeIndependent Expert under this Clause 18.3 (Expert Determination). The expert is not an arbitrator and shall not Expert Determination process will be deemed commenced by a Party delivering a written notice to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party requesting an Expert Determination in respect of the Technical Dispute. Within ten (10) Business Days of the delivery of the written notice of under Clause 18.3(b), the request for such determinationParties shall appoint an Independent Expert to determine the Technical Dispute. If the Parties fail to agree the identity of the Independent Expert within such period, the requesting Party shall thereafter request the Expert Appointing Authority4 to appoint the Independent Expert to determine the Technical Dispute. The request shall indicate the nature of the Technical Dispute and the requesting Party shall make payment of any such fees that may be required. The other Party shall have the opportunity to provide its comments on the request to the Dispute Expert Appointing Authority. The Independent Expert shall in consultation with the Parties decide upon the procedure to be followed in order to arrive at his determination. The Independent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, procedures, pleadings, discovery or strict rules of evidence, provided however that the Parties are unable afforded equal treatment and a reasonable right to agree upon an expert within be heard. The Independent Expert shall issue its Expert Determination not later than forty-five (45) Business Days from the date of his instruction and shall include the reasons for the decision. Subject to Clause 18.3(h), the Expert Determination will be final and binding on the Parties. Subject to Clause 18.3(h), the Expert Determination shall be complied with promptly by the Parties. If the Expert Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, either Party may by notice provided to the other Party not later than twenty (20) Business Days after receipt the date of issue of the notice of request for an expert determination, then, upon regard the request Expert Determination as a Dispute and refer the Dispute for arbitration under Clause 18.4 (Arbitration). Following twenty-one (21) Business Days from the date of any issue of the parties Expert Determination, either Party may apply to the DisputeIndependent Expert for reissuance of his determination in the form of a final and binding arbitral award by a sole arbitrator. The Independent Expert shall re-issue such determination promptly without reconsideration of the matter. Each Party hereby agrees that any Expert Determination may be reissued in the form of an arbitral award and further agrees to abide by any such arbitral award. Neither Party shall bring a challenge arising from the operation of this Clause against any such arbitral award. Arbitration5 Unless resolved amicably or in the case of a Technical Dispute by Expert Determination and subject to the requirements in this Clause 18 (Dispute Resolution), all Disputes shall be finally settled by international arbitration under the International Centre for Expertise Rules of the Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with the said Rules.6 The arbitration shall appoint such expert and shall administer such expert determination through be conducted in the ICC’s Rules for ExpertiseArbitration Language. The expertseat or legal place of the arbitration shall be the Arbitration Seat.7 The Governing Law shall also apply to this Clause 18 (Dispute Resolution). The Parties agree that the ICC Court and/or the arbitral tribunal (as applicable) may on request from either Party, once appointedconsolidate an arbitration commenced hereunder with an arbitration or arbitrations commenced under the PPA, the Supply Agreement, the Installation Agreement, the Operation and Maintenance Agreement or any Finance Agreement8, if the arbitration proceedings raise common questions of law or fact. If two (2) or more arbitral tribunals issue orders under these consolidation orders, the order issued first shall have no ex parte communications with prevail. Likewise, each Party agrees that it may be joined to any arbitration proceedings between the other Party and its counterparty under any of the parties aforementioned agreements to allow for the Dispute concerning the expert determination resolution in a single arbitration of a related dispute raising common questions of law or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty (60) Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties to the Dispute.fact under this Agreement.9

Expert Determination. 41.5.1 For a Dispute on any decision determination referred to an expert Expert under this Agreement, the Parties hereby agree that such decision determination shall be conducted expeditiously by an expert Expert selected unanimously by the Parties parties to the Dispute. The expert Expert is not an arbitrator of the Dispute and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party written notice of the request for such determination. If the Parties to the Dispute are unable to agree upon an expert within twenty (20) Days after receipt of the notice of request for an expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertise. The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty (60) Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert Expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to any party to a Dispute arbitrated pursuant to Article 20.3(C), provided that nothing in this sentence shall preclude any party to such a Dispute from using the Parties Expert as a witness regarding the proper conduct of the expert procedure. The Party desiring an Expert determination shall give the other parties to the Dispute written notice of the request for such determination. If the parties to the Dispute are unable to agree upon an Expert within ten (10) Days after receipt of the notice of request for an Expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the ICC shall appoint such Expert. The Expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the Expert determination or the underlying Dispute. All communications between any Party and the Expert shall be conducted in writing, with copies sent simultaneously to the other parties to the Dispute in the same manner, or at a meeting to which representatives of all parties to the Dispute have been invited and of which such parties have been provided at least five (5) Business Days notice. Within thirty (30) Days after the Expert’s acceptance of its appointment, the Party or Parties who referred the matter for resolution under this Article shall provide the Expert with a report containing its or their proposal for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within the same thirty (30) Day period, the respondent Party or Parties shall provide the Expert with a report explaining their proposal and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) Days of receipt of the above-described materials and after receipt of additional information or data as may be required by the Expert, the Expert shall make a determination, which determination shall be consistent with the terms of this Agreement, with respect to each issue submitted to it pursuant to this Article 20.4. The Expert’s determination shall be final and binding on the parties to the Dispute. Any Party that fails or refuses to honor the determination of an Expert shall be in default under this Agreement. The provisions of Exhibit E shall supersede the provisions of this Article 20.4 with respect to any Expert determination under Exhibit E, to the extent the two are in conflict.

Expert Determination. 41.5.1 For Subject to Clause 20.1 (Senior Manager Discussion) and the Technical Dispute Determination Option, if a Dispute on any decision referred to an expert is a Technical Dispute, either Party may refer the Parties hereby agree that such decision shall be conducted expeditiously Technical Dispute for determination by an expert selected unanimously by Independent Expert under the Parties to the Disputeterms of this Clause 20.3 ("Expert Determination"). The expert is not an arbitrator and shall not Expert Determination process will be deemed commenced by a Party delivering a notice to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party requesting an Expert Determination in respect of the Technical Dispute. Within ten (10) Business Days of the delivery of the written notice of under Clause 20.3(b) (Expert Determination), the request for such determinationParties shall appoint an Independent Expert to determine the Technical Dispute. If the Parties fail to agree the identity of the Independent Expert within such period, the requesting Party shall thereafter request the Expert Appointing Authority46 to appoint the Independent Expert to determine the Technical Dispute. The request shall indicate the nature of the Technical Dispute and the requesting Party shall make payment of any such fees that may be required. The other Party shall have the opportunity to provide its comments on the request to the Dispute Expert Appointing Authority. The Independent Expert shall in consultation with the Parties, decide upon the procedure to be followed in order to arrive at his determination. The Independent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, procedures, pleadings, discovery or strict rules of evidence, provided however that the Parties are unable afforded equal treatment and a reasonable right to agree upon be heard. The Independent Expert shall issue an expert within Expert Determination not later than forty-five (45) Business Days from the date of his instruction and shall include the reasons for the decision. Subject to Clause 20.3(h), the Expert Determination will be final and binding on the Parties. Subject to Clause 20.3(h), the Expert Determination shall be complied with promptly by the Parties. If the Expert Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, each Party may by notice provided to the other Party not later than twenty (20) Business Days after receipt following the date of issue of the notice of request for an expert determination, then, upon regard the request Expert Determination as a Dispute and refer the Dispute for arbitration under Clause 20.4(a) (Arbitration). Following twenty one (21) Days from the date of any issue of the parties Expert Determination, either Party may apply to the Independent Expert for reissuance of his determination in the form of a final and binding arbitral award by a sole arbitrator. The Independent Expert shall re-issue such determination promptly without reconsideration of the matter. Each Party hereby agrees that any Expert Determination may be reissued in the form of an arbitral award and further agrees to abide by any such arbitral award. Neither Party shall bring a challenge arising from the operation of this Clause 20.3 against any such arbitral award. Arbitration47 Unless resolved amicably or in the case of a Technical Dispute, by Expert Determination and subject to the International Centre for Expertise requirements in Clause 20.1 (Senior Manager Discussions) (and Clause 20.3(a) (Expert Determination) if applicable) all Disputes shall be finally settled48 by international arbitration under the Rules of the Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with the said Rules.49 The arbitration shall appoint such expert and shall administer such expert determination through be conducted in the ICC’s Rules for ExpertiseArbitration Language. The expertseat or legal place of the arbitration shall be the Arbitration Seat.50 The Governing Law shall also apply to this Clause 20.4. The Parties agree that the ICC Court and/or the arbitral tribunal (as applicable) may on request from either Party, once appointedconsolidate an arbitration commenced hereunder with an arbitration or arbitrations commenced under the PPA, the Implementation Agreement, the Supply Agreement, the Installation Agreement or any Finance Agreement, if the arbitration proceedings raise common questions of law or fact. If two (2) or more arbitral tribunals issue orders under these consolidation orders, the order issued first shall have no ex parte communications with prevail. Likewise, each Party agrees that it may be joined to any arbitration proceedings between the other Party and its counterparty under any of the parties aforementioned agreements to allow for the Dispute concerning the expert determination resolution in a single arbitration of a related dispute raising common questions of law or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty (60) Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties to the Dispute.fact under this Agreement.51

Expert Determination. 41.5.1 For Subject to Clause 38.1 (Senior Management Discussions) and the Technical Dispute Determination Option, if a Dispute on any decision referred to an expert is a Technical Dispute, either Party may refer the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously Technical Dispute for determination by the Parties to Independent Expert under the Disputeterms of this Clause 38.3 (Expert Determination). The expert is not an arbitrator and shall not Expert Determination process will be deemed commenced by a Party delivering a notice to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party requesting an Expert Determination in respect of the Technical Dispute. Within ten (10) Business Days of the delivery of the written notice of under Clause 38.3(b) (Expert Determination), the request for such determinationParties shall appoint an Independent Expert to determine the Technical Dispute. If the Parties fail to agree the identity of the Independent Expert within such period, the requesting Party shall thereafter request the Expert Appointing Authority4 to appoint the Independent Expert to determine the Technical Dispute. The request shall indicate the nature of the Technical Dispute and the requesting Party shall make payment of any such fees that may be required. The other Party shall have the opportunity to provide its comments on the request to the Dispute Expert Appointing Authority. The Independent Expert shall in consultation with the Parties decide upon the procedure to be followed in order to arrive at his determination. The Independent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, procedures, pleadings, discovery or strict rules of evidence, provided however that the Parties are unable afforded equal treatment and a reasonable right to agree upon an expert within be heard. The Independent Expert shall issue his Expert Determination not later than forty five (45) Business Days from the date of his instruction and shall include the reasons for the decision. Subject to Clause 38.3(h) (Expert Determination), the Expert Determination will be final and binding on the Parties. Subject to Clause 38.3(h) (Expert Determination), the Expert Determination shall be complied with promptly by the Parties. If the Expert Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, either Party may by notifying the other Party not later than twenty (20) Business Days after receipt the date of issue of the notice of request for an expert determination, then, upon regard the request Expert Determination as a Dispute and refer the Dispute for arbitration under Clause 38.4 (Arbitration). Following twenty one (21) Business Days from the date of any issue of the parties Expert Determination, either Party may apply to the DisputeIndependent Expert for reissuance of his determination in the form of a final and binding arbitral award by a sole arbitrator. The Independent Expert shall re-issue such determination promptly without reconsideration of the matter. Each Party hereby agrees that any Expert Determination may be reissued in the form of an arbitral award and further agrees to abide by any such arbitral award. Neither Party shall bring a challenge arising from the operation of this Clause 38.3(i) (Expert Determination) against any such arbitral award. Arbitration5 Unless resolved amicably or, in the International Centre for Expertise case of a Technical Dispute by Expert Determination, and subject to the requirements in Clause 38.1 (Senior Management Discussions) (and Clause 38.3 (Expert Determination), all Disputes shall be finally settled by international arbitration under the Rules of the Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with the said Rules.6 The arbitration shall appoint such expert and shall administer such expert determination through be conducted in the ICC’s Rules for ExpertiseArbitration Language7. The expertseat or legal place of the arbitration shall be the Arbitration Seat. The Governing Law shall also apply to this Clause 38.4 (Arbitration). The Parties agree that the ICC Court or the arbitral tribunal (as applicable) may on request from either Party consolidate an arbitration commenced hereunder with an arbitration or arbitrations commenced under the PPA, once appointedthe Implementation Agreement, the Supply Agreement, the O&M Agreement or any Finance Agreement, if the arbitration proceedings raise common questions of Law or fact. If two or more arbitral tribunals issue orders under these consolidation orders, the order issued first shall have no ex parte communications with prevail.8 Likewise, each Party agrees that it may be joined to any arbitration proceedings between the other Party and its counterparty under any of the parties aforementioned agreements to allow for the Dispute concerning the expert determination resolution in a single arbitration of a related dispute raising common questions of Law or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty (60) Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties to the Dispute.fact under this Agreement.9

Expert Determination. 41.5.1 For a Dispute on any decision referred to an expert expert, the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Parties parties to the Dispute. The expert is not an arbitrator of the Dispute and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party parties to the Dispute written notice of the request for such determination. If the Parties parties to the Dispute are unable to agree upon an expert within twenty ten (2010) Days after receipt of the notice of request for an expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertise. The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty thirty (6030) Days (but no later than ninety sixty (9060) Days) after receipt of each Party’s written response to the other Parties’ position paper his appointment, taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall be final and binding on the Parties parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 18.2(D) within sixty (60) Days of the date the expert’s final decision is received by the Parties parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties parties to the Dispute.

Expert Determination. 41.5.1 For Subject to Clause 36.1 (Senior Management Discussions) and the Technical Dispute Determination Option, if a Dispute on any decision referred to an expert is a Technical Dispute, either Party may refer the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously Technical Dispute for determination by the Parties to Independent Expert under the Disputeterms of this clause. The expert is not an arbitrator and shall not Expert Determination process will be deemed commenced by a Party delivering a written notice to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party requesting an Expert Determination in respect of the Technical Dispute. Within ten (10) Business Days of the delivery of the written notice of under Clause 36.3(b) the request for such determinationParties shall appoint an Independent Expert to determine the Technical Dispute. If the Parties fail to agree the identity of the Independent Expert within such period, the requesting Party shall thereafter request the Expert Appointing Authority43 to appoint the Independent Expert to determine the Technical Dispute. The request shall indicate the nature of the Technical Dispute and the requesting Party shall make payment of any such fees that may be required. The other Party shall have the opportunity to provide its comments on the request to the Dispute are unable to agree upon an expert within twenty (20) Days after receipt of Expert Appointing Authority. The Independent Expert shall in consultation with the notice of request for an expert determinationParties, then, decide upon the request procedure to be followed in order to arrive at his determination. The Independent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, procedures, pleadings, discovery or strict rules of any evidence, provided however that the Parties are afforded equal treatment and a reasonable right to be heard. The Independent Expert shall issue his Expert Determination not later than forty five (45) Business Days from the date of his instruction and shall include the parties reasons for the decision. Subject to the DisputeClause 36.3(h), the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertise. The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty (60) Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall Expert Determination will be final and binding on the Parties Parties. Subject to Clause 36.3(h), the Expert Determination shall be complied with promptly by the Parties. If the Expert Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, either Party may by notifying the other Party not later than twenty (20) Business Days after the date of issue of the determination, regard the Expert Determination as a Dispute and refer the Dispute for arbitration under Clause 36.4(a) (Arbitration). Following twenty one (21) Business Days from the date of issue of the Expert Determination, either Party may apply to the Dispute unless challenged Independent Expert for reissuance of his determination in an arbitration pursuant to Subthe form of a final and binding arbitral award by a sole arbitrator. The Independent Expert shall re-Article 41.2 within sixty (60) Days issue such determination promptly without reconsideration of the date matter. Each Party hereby agrees that any Expert Determination may be reissued in the expert’s final decision is received form of an arbitral award and further agrees to abide by the Parties to the Dispute and until replaced by any such subsequent arbitral award. In Neither Party shall bring a challenge arising from the operation of this Clause 36.3(h) against any such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties to the Disputearbitral award.

Expert Determination. 41.5.1 For a Dispute on any decision referred to an expert the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Parties to the Dispute. The expert is not an arbitrator and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party written notice of the request for such determination. If the Parties to the Dispute are unable to agree upon an expert within twenty (20) Days after receipt of the notice of request for an expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertise. The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting 106 out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty (60) Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties to the Dispute.. 107

Expert Determination. 41.5.1 For If a Dispute on any decision referred is not resolved by the Senior Executives within fifteen (15) Business Days following receipt by a Party of the applicable Dispute Notice then, subject to an expert the Expert’s obligations pursuant to Section 4 of Schedule 5 (Design and Plan Certification Process and Review Procedure), before proceeding to arbitration or litigation of a Dispute, the Parties hereby agree that such decision shall may obtain a recommendation on the Dispute from an Expert. The Expert’s review will not be conducted expeditiously by an expert selected unanimously by required as a prerequisite to arbitration or litigation if the Parties agree to waive the Dispute. The expert is not an arbitrator and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party written notice of the request for such determinationExpert’s review. If the Parties to agree on the Dispute are unable to agree upon an expert Expert, the Parties shall jointly appoint the Expert as soon as possible and, in any event, within twenty (20) 5 Business Days after receipt delivery of the notice requiring that the Dispute be resolved by an Expert. If the Parties fail to agree or jointly appoint the Expert within such 5 Business Day period, either Party may apply to the Court of request Queen’s Bench of Saskatchewan to appoint the Expert, in which case the court shall appoint the Expert at the earliest opportunity from the list of potential Experts submitted by the Parties or, if either or both Parties fail to submit their list of potential Experts within 7 Business Days, the court may appoint such person as the Expert who meets the requirements set out in this Schedule 6 for an expert determination, then, upon the request of any qualifications and experience of the parties Expert. The Expert will be appointed on a Dispute by Dispute basis, with each Expert having the qualifications and experience relevant to the Dispute, issues in the International Centre particular Dispute for Expertise which the Expert is appointed. The Expert will participate in the Dispute as follows: (a) the Expert will conduct a review of the International Chamber of Commerce Dispute in the manner the Expert decides is most suitable, including on-site inspections and discussions with any persons; (ICCb) the Parties will comply with all reasonable requests from the Expert for additional information and documents which the Expert considers necessary for the review, provided that any information given to the Expert by a Party will be given to the other Party and all information disclosed in accordance with this Section 2.4(b) shall appoint such expert and shall administer such expert determination through be deemed Confidential Information; (c) the ICC’s Rules for Expertise. The expertExpert may, once appointed, shall have no ex parte communications with any the written approval of the parties Parties, retain others to assist with the review; (d) the Expert will deliver to the Parties a brief written recommendation on the Dispute concerning within 10 Business Days of referral to the expert determination Expert or such longer period as agreed to in writing by both Parties; (e) a recommendation of an Expert is not binding on the underlying Dispute. Any hearing with Parties, and an expert determination shall take place in The Hague, Expert’s review will be sought only for the Netherlands, unless purpose of assisting the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting out its positions reach agreement with respect to the Dispute; (f) an Expert who has rendered a recommendation on a Dispute may not be retained by either Party and may not be called by either Parties to give evidence with respect to the Dispute in any subsequent arbitration or court proceeding to resolve the Dispute, nor will either Party refer to or enter into evidence the recommendation of the Expert in such proceeding, unless required by Applicable Law; and (g) the City and Project Co will agree to release and indemnify the Expert in respect of certain claims provided the Expert has acted in good faith and in accordance with the agreement among the Parties. Each Party shall also prepare and exchange a written response to bear its own costs of the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty (60) Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious process for resolution of the matter in disputeDispute by the Expert. The expert’s decision In addition, the costs of the Expert shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days of the date the expert’s final decision is received borne equally by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties to the DisputeParties.

Expert Determination. 41.5.1 For a Dispute on any decision referred (a) This clause 18.3 is the exclusive method to an expert resolve valuation determinations under clauses 8.4, 12.2 and 12.3 and the Parties hereby agree that such decision shall be conducted expeditiously by an independent expert selected unanimously by the Parties parties to the Dispute. The expert is not an arbitrator of the Dispute and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party written notice of the request for such determination. . (b) If the Parties parties to the Dispute are unable to agree upon an expert within twenty ten (2010) Days after receipt of the notice of request for an expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert with at least fifteen (15) years’ experience in the valuation of deepwater oil and gas fields in excess of one hundred and fifty million (150,000,000) barrels expected ultimate recovery and such expert shall administer such expert determination through the ICC’s Rules for Expertise, unless challenged in an arbitration pursuant to clause 18.2(c) within thirty (30) Days after the date the expert’s final decision is received by the parties to the Dispute and until replaced by such subsequent arbitral award. The only basis upon which the expert’s final decision may be challenged is a claim that the procedure set forth in this clause 18.3 was not complied with in a material respect. The amount of the valuation determined by the expert will not be subject to challenge. (c) The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. . (d) All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting out its positions with respect to . (e) Within thirty (30) Days of the Dispute. Each Party shall also prepare and exchange a written response to the other Partyexpert’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decisionappointment, the expert shall issue receive a draft report and allow brief from each of the Parties to the Dispute ten which explains fully such Party’s position and valuation. (10f) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty thirty (6030) Days (but no later than ninety sixty (9060) Days) after receipt of each Party’s written response to the other Parties’ position paper submission of their briefs, taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute. (g) The expert shall not be appointed to act as an arbitrator or as adviser to the Parties parties to any Dispute without the written consent of the parties to such Dispute.

Expert Determination. 41.5.1 For If sanofi pasteur is unable to demonstrate to Emergent’s reasonable satisfaction that a Dispute on any decision referred Programme Antigen is being Developed as required pursuant to an expert this Clause 5.12, Emergent shall notify sanofi pasteur and the Parties hereby shall appoint an independent expert with expertise in the field of vaccine development and licensure reasonably acceptable to both Parties to determine whether the Programme Antigen (i) satisfies the Selection Criteria and the Primary Inclusion Criteria; and (ii) is superior to any sanofi pasteur Antigen or Third Party Antigen in active clinical Development. If the Parties are unable to agree on the identity of the independent expert within ten (10) days of Emergent notifying sanofi pasteur that it wishes the appointment of such decision expert, the independent expert shall be conducted expeditiously appointed by Emergent, and approved by sanofi pasteur, which approval shall not be unreasonably withheld, conditioned or delayed. Within twenty (20) days of such appointment, each of the Parties shall furnish to the expert (subject to such obligations of confidentiality and non-use as may be reasonably required by them), with a copy to the other Party, a written summary of such Party’s position and any relevant evidence supporting such position including all information necessary for the expert to make such determination. Any such written summary and evidence shall not, unless the Parties otherwise agree, exceed 15,000 words. Within fifteen (15) days of receipt of the other Party’s summary (or such longer period as may be required to ensure the presence of the expert) there shall be a one-day oral hearing before the expert at which each Party shall be given an equal opportunity to present its own position and hear and respond to the oral presentation given by the other Party. Within fifteen (15) days of such oral hearing each Party may submit a written rebuttal of the other Party’s summary providing that any rebuttal shall not exceed 5,000 words. The expert selected unanimously shall be required by the Parties to the Dispute. The expert is not an arbitrator and shall not be deemed use all reasonable efforts to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party written notice of the request for such determination. If the Parties to the Dispute are unable to agree upon an expert render his decision within twenty (20) Days after thirty days following his receipt of the notice of request for an expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint all such expert summaries and shall administer such expert determination through the ICC’s Rules for Expertise. The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty (60) Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s such decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days upon each of the date Parties. Should the expert find in favour of Emergent, then sanofi pasteur shall pay the fees and expenses of the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) Should the expert determination on find in favour of sanofi pasteur, then Emergent shall pay the specific matter shall be entitled to a rebuttable presumption of correctness; fees and (ii) the expert shall not (without the written consent expenses of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties to the Disputeexpert.

Expert Determination. 41.5.1 For a Dispute on any decision referred to an expert (a) The Committee of Experts consists of one member, unless the Parties hereby agree have determined when formulating the agreement pursuant to which the dispute is submitted for a binding opinion that such decision shall the Committee of Experts will comprise three members. (b) If the Committee of Experts consists of one member, this expert will be conducted expeditiously by an expert selected unanimously jointly appointed by the Parties to the Dispute. The expert is not an arbitrator and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party written notice of the request for such determinationParties. If the Parties fail to reach an agreement on the appointment of the expert within 20 Business Days subsequent to the Dispute are unable deadline referred to agree upon an in Article 21.1 (b), the expert within twenty (20) Days after receipt of the notice of request for an expert determination, then, upon shall at the request of any either Party be appointed by the President of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertise. The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place District Court in The Hague. (c) If the Committee of Experts comprises three members, each Party will appoint one member to this Committee. The members of the NetherlandsCommittee of Experts so appointed will jointly name a third member of the Committee, who shall function as the chairperson of said Committee of Experts. (d) Articles 1025 through 1035 of the Dutch Code of Civil Procedure apply by analogy to the binding opinion, appointment and functioning of the Committee of Experts. (e) The terms under which members are appointed to the Committee of Experts will be set by the Parties in consultation with the intended members of said Committee of Experts. (f) The costs of the Committee of Experts together with the costs of legal assistance will be paid by the unsuccessful Party, unless the parties Committee of Experts determines otherwise. (g) Unless the Parties agree otherwise. All Parties agree to cooperate fully in , the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each procedure shall be as follows: (i) Either Party shall prepare and exchange send a written position paper setting out its positions with respect request for a binding opinion to the Dispute. Each Party shall also prepare member(s) of the Committee of Experts within four weeks of the appointment of this Committee, and exchange send a written response copy thereof to the other Party’s position paper. The position papers and responses may be accompanied by data and information in request consists of at least a description of the submitting Party’s discretion. Before issuing his final decisiondispute, the expert position of the Party making a submission and the relevant appendices; (ii) The other Party must respond to the request within four weeks; (iii) Depending on the requirements of the Committee of Experts, the Parties will be given the opportunity to further explain their position to the Committee in writing and/or subsequently in person and may support their positions with supplementary documentation. The Committee of Experts however shall proceed expeditiously in arriving at its Expert Determination; and (iv) The Committee of Experts will issue the Parties with a draft report of its determination within four weeks of the last permitted act of procedure by the Parties. The Parties may respond in writing within two weeks of the issuing of this draft. The Committee of Experts will then formulate and allow issue its final determination to the Parties to the Dispute ten within a period of two weeks. (10h) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty (60) Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration Contractor may implead a Subcontractor as a third party. (i) the expert The final determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties Committee of Experts is considered to be a binding opinion (a decision made by a third party as defined in Article 7:900 Paragraph 2 of the Dispute) be appointed to act as an arbitrator or as adviser to the Parties to the DisputeDutch Civil Code).

Expert Determination. 41.5.1 For If a Dispute Committee decision cannot be resolved by the Executive Officers in accordance with Section 3.4(b) and none of Sections 3.4(b)(i), 3.4(b)(ii), 3.4(b)(iii), and 3.4(b)(iv) apply to such decision, or if a Party exercises its final decision-making authority or overrules the other Party’s final decision-making authority pursuant to Section 3.4(b) based on any a determination that, in such Party’s reasonable judgment, a decision referred by the other Party is likely to an expert have a material adverse effect as provided in Section 3.4(b), and if the other Party disputes such determination of a likely material adverse effect, the Parties hereby shall resolve such dispute as follows: The Parties shall agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Parties to the Dispute. The expert is not an arbitrator and shall not be deemed to be acting in an arbitral capacity. The upon a single independent expert, which expert shall have an established reputation at least fifteen (15) years of relevant expertise and experience in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party written notice of the request for such determinationpharmaceutical industry. If the Parties to the Dispute are unable to agree upon an a single expert within twenty ten (2010) Business Days, then Aurinia and Otsuka will each select one expert and the Parties’ two selected experts will, within ten (10) Business Days after receipt selection of both Parties’ experts, jointly select a third expert who will be the notice of request for an sole appointed expert. If the Parties’ experts are unable to agree on the sole expert determinationwithin such second ten (10)-Business Day period, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of then the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through in accordance with the ICC’s Rules for ExpertiseRules. The expert, once appointed, Parties shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such the expert determination and to and, if the expert or either Party requests oral testimony, the Parties shall provide the expert with access to all facilitiesa written report, booksincluding supporting documentation, recordsin connection with such Party’s oral testimony. Within thirty (30) days after the appointment of the expert or the conclusion of oral testimony (if applicable), documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each each Party shall prepare and exchange a written position paper setting out its positions with respect submit one proposal to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the Dispute ten (10) Days to comment on itexpert. The expert shall endeavor to resolve the Dispute within sixty (60) Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution accept only one of the matter in disputeproposals submitted by the Parties (without making any changes to such proposal) and shall render such proposal as the expert’s final decision. The expert’s decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral awardParties. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) For clarity, the expert shall not (without have the written consent authority to render any decision other than selecting one of the parties to proposals submitted by a Party, and the Dispute) be appointed to expert shall act as an arbitrator or expert and not as adviser to an arbitrator. The Parties shall share equally the Parties to costs of the Disputeexpert determination, regardless of the outcome of the determination.

Expert Determination. 41.5.1 For Subject to Clause 37.1 (Senior Management Discussions) and the Technical Dispute Determination Option, if a Dispute on any decision referred to an expert is a Technical Dispute, either Party may refer the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously Technical Dispute for determination by the Parties to Independent Expert under the Disputeterms of this clause. The expert is not an arbitrator and shall not Expert Determination process will be deemed commenced by a Party delivering a written notice to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party requesting an Expert Determination in respect of the Technical Dispute. Within ten (10) Business Days of the delivery of the written notice of under Clause 37.3(b) (Expert Determination), the request for such determinationParties shall appoint an Independent Expert to determine the Technical Dispute. If the Parties fail to agree the identity of the Independent Expert within such period, the requesting Party shall thereafter request the Expert Appointing Authority46 to appoint the Independent Expert to determine the Technical Dispute. The request shall indicate the nature of the Technical Dispute and the requesting Party shall make payment of any such fees that may be required. The other Party shall have the opportunity to provide its comments on the request to the Dispute are unable to agree upon an expert within twenty (20) Days after receipt of Expert Appointing Authority. The Independent Expert shall in consultation with the notice of request for an expert determinationParties, then, decide upon the request procedure to be followed in order to arrive at his determination. The Independent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, procedures, pleadings, discovery or strict rules of any evidence, provided however that the Parties are afforded equal treatment and a reasonable right to be heard. The Independent Expert shall issue his Expert Determination not later than forty-five (45) Business Days from the date of his instruction and shall include the parties reasons for the decision. Subject to the DisputeClause 37.3(h) (Expert Determination), the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertise. The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty (60) Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall Expert Determination will be final and binding on the Parties Parties. Subject to Clause 37.3(h) (Expert Determination), the Expert Determination shall be complied with promptly by the Parties. If the Expert Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, either Party may by notifying the other Party not later than twenty (20) Business Days after the date of issue of the determination, regard the Expert Determination as a Dispute and refer the Dispute for arbitration under Clause 37.4(a) (Arbitration). Following twenty one (21) Business Days from the date of issue of the Expert Determination, either Party may apply to the Dispute unless challenged Independent Expert for reissuance of his determination in an arbitration pursuant to Subthe form of a final and binding arbitral award by a sole arbitrator. The Independent Expert shall re-Article 41.2 within sixty (60) Days issue such determination promptly without reconsideration of the date matter. Each Party hereby agrees that any Expert Determination may be reissued in the expert’s final decision is received form of an arbitral award and further agrees to abide by the Parties to the Dispute and until replaced by any such subsequent arbitral award. In Neither Party shall bring a challenge arising from the operation of this Clause 37.3(h) (Expert Determination) against any such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties to the Disputearbitral award.

Expert Determination. 41.5.1 For If the Parties, through the J-JSC or otherwise, are unable to agree on Minimum Sales Requirements, forecasts, issues regarding the ▇▇▇ ▇▇▇▇▇ Listing as provided in Section 5.8 and a Dispute on any material safety risk, either Party may submit such dispute to binding Expert Determination for resolution in accordance with the following provisions: (a) The submitting Party shall notify the other Party of its decision referred to an expert initiate the Expert Determination proceeding pursuant to this Section 17.3.2 through written notice; (b) Within ten (10) days following receipt of such notice, the Parties hereby shall use Commercially Reasonable Efforts to agree that on an independent third party expert with at least ten (10) years of experience in a managerial position regarding the marketing, sales and distribution of pharmaceutical compounds or products, or if such decision shall be conducted expeditiously by an expert selected unanimously by the Parties dispute is with respect to the Dispute. The ▇▇▇ ▇▇▇▇▇ Listing, an independent third party expert is not an arbitrator with at least ten (10) years of experience in regulatory matters and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry direct experience negotiating or advising as an expert on matters related to the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party written notice of the request for such ▇▇▇ ▇▇▇▇▇ determination. If the Parties cannot agree on such expert within such time period, each Party shall nominate one independent expert within such ten (10)-day period, and the two experts so selected shall nominate one independent expert within ten (10) calendar days of their nomination. Such independent expert agreed by the Parties or nominated by the two experts nominated by the Parties shall be referred to as the “Presiding Expert”. No person nominated by a Party or appointed by the experts shall be entitled to act as the Presiding Expert unless such person satisfies the qualications set out above. Any person appointed or selected as the Presiding Expert in accordance with the above provisions shall be entitled to act as such expert provided that before accepting such appointment, the proposed Presiding Expert shall have fully disclosed in writing any interest or duty which conflicts or may conflict with the function under the appointment and/or may prejudice an opinion. No person shall, without the prior written agreement of both Parties, be appointed as expert who is, or has been, an employee of either Party or either Party’s Affiliate or who is, or has been, a consultant to or contractor of either Party or either Party’s Affiliate or who holds any financial interest in either Party or either Party’s Affiliate. No person shall be appointed as a Presiding Expert who has not agreed to hold in confidence any and all information furnished by the Parties in connection with the dispute and the existence of the dispute and the outcome thereof; (c) Within ten (10) days of its appointment, the Presiding Expert shall set a date for the hearing, which date shall be no more than thirty (30) days after the date the Presiding Expert has accepted the appointment; (d) The Expert Determination shall be in an accelerated form; accordingly, at least fourteen (14) calendar days prior to the Dispute are unable hearing, each Party shall provide the Presiding Expert with a proposed resolution, along with supporting documentation (each, a “Proposed Resolution”) to agree upon an expert within twenty the issue in question. Such Proposed Resolution may be no more than thirty (2030) Days after receipt of the notice of request for an expert determinationpages, thensingle spaced, upon the request single-sided (inclusive of any of graphs or exhibits, and secondary materials), and must clearly provide and identify the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through the ICCParty’s Rules for Expertise. The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting out its positions with respect to the Dispute. Each Party disputed matter(s) (“Position”) and shall also prepare and exchange a be written response in the English language; (e) After receiving both Parties’ Proposed Resolutions, the Presiding Expert will distribute each Party’s Proposed Resolution to the other Party’s position paper. The position papers and responses may be accompanied by data and information Seven (7) calendar days in advance of the submitting Party’s discretion. Before issuing his final decisionhearing (described in clause (f) below), the expert Parties shall issue a draft report and allow the Parties submit to the Dispute Presiding Expert and exchange response briefs of no more than ten (10) Days pages, with the same rules applied as to comment on itthe Proposed Resolution. The Parties’ Proposed Resolution and responsive briefs may also include or attach demonstratives and/or expert opinion based on the permitted documentary evidence, subject to the page limits. Neither Party may have any other communications (either written or oral) with the Presiding Expert other than for the sole purpose of engaging the Presiding Expert or as expressly permitted in this Section 17.3.2; (f) The hearing shall endeavor consist of a one (1) day hearing of no longer than eight (8) hours, such time to resolve be split equally between the Dispute within sixty Parties, in the form of presentations by counsel and/or employees and officers of the Parties. No live witnesses shall be permitted except expert witnesses whose opinions were provided with the Parties’ briefs. The Presiding Expert shall determine whether to hold the meeting in person, in which case it will be held in Tokyo, Japan or by video or teleconference and all hearings and meetings shall be conducted in the English language; (60g) Days (but no No later than ninety ten (9010) Days) after receipt of calendar days following the hearing, the Presiding Expert shall issue his or her written decision. The Presiding Expert shall take into due consideration each Party’s written response to Position and changes in the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution market environment of the matter in disputeProduct but shall be under no obligation to select one Party’s Proposed Resolution as his or her decision. The expertPresiding Expert’s decision shall be final and binding on the Parties to and the Dispute unless challenged written decision by the Presiding Expert shall constitute a binding agreement between the Parties that may be enforced in an arbitration pursuant to Sub-Article 41.2 within sixty accordance with its terms. Each Party shall bear its own costs and expenses in connection with such Expert Determination, and shall share equally the experts’ fees and expenses; (60h) Days The violation of one of the date the expert’s final decision is received time limits prescribed in this Section 17.3.2 by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not affect the expert’s competence to decide on the subject matter, and shall not affect the final and binding decision rendered by the expert, unless otherwise agreed by the Parties; and (without i) The above Expert Determination shall be the written consent exclusive and binding remedy of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to either Party if the Parties cannot agree on those matters designated in this Agreement as being subject to Expert Determination, with the Disputeexception of Section 12.5 regarding material safety risk.

Expert Determination. 41.5.1 For a (a) In the event of any disagreement between the Parties regarding measurement and testing as per Section 5.1(b) or any other Dispute on any decision referred which the Parties agree to submit to an expert (in either case, a “Measurement Dispute”), the Parties hereby agree that such decision Measurement Dispute shall be conducted expeditiously resolved by an expert selected unanimously by the Parties to the Disputeas provided in this Section 14.2. The expert is not an arbitrator of the Measurement Dispute and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party written to the Measurement Dispute notice of the request for such determination. If the Parties to the Measurement Dispute are unable to agree upon an expert within twenty ten (2010) Days days after receipt of the notice of request for an expert determination, then, upon the request of any of the parties Parties to the Measurement Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) AAA shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertisedetermination. The expertexpert shall be and remain at all times wholly impartial, and, once appointed, the expert shall have no ex parte communications with any of the parties Parties to the Measurement Dispute concerning the expert determination or the underlying Measurement Dispute. Any hearing with an expert determination The Parties to the Measurement Dispute shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his a final decision, the expert shall issue a draft report and allow the Parties to the Measurement Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Measurement Dispute within thirty (30) days (but not later than sixty (60) Days (but no later than ninety (90) Daysdays) after receipt of each Party’s written response to the other Parties’ position paper his appointment, taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties to the Dispute.

Expert Determination. 41.5.1 For Following the appointment of an Expert in accordance with Clause 25.2: (a) The Confederation and UBS shall have the right to make representations and submissions to the Expert. The Party proposing the appointment of an Expert shall file a Dispute statement with all the documents on which it relies within 20 Business Days of the appointment of the Expert and the other Party shall thereafter also file its counter-statement with all the documents on which it relies within 20 Business Days. The Expert shall decide on the further procedure, taking care that both Parties are given equal opportunity to present their point of view. (b) The Expert may request any decision referred data, Information, submissions or other work papers, schedules, certificates and other documents which he/she/it considers necessary for the determination to be made in connection with the Expert Question and, as determined by the Expert, the Confederation and/or UBS shall comply with such requests as soon as reasonably practicable, except if (and to the extent that) doing so would breach any Applicable Law or contractual obligation. All data, Information, submissions or other documents supplied to the Expert by UBS shall be copied simultaneously to the Confederation and vice versa. When making requests, the Expert shall at all times respect the equal treatment and right to be heard of both parties. (c) The Expert shall make the determination on the Expert Question in writing and giving reasons for that determination, as soon as practicable and, in any event, within 60 Business Days following its appointment. (d) Analogous to an expert (Schiedsgutachter) determination according to article 189 of the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by Swiss Code of Civil Procedure (Schweizerische Zivilprozessordnung), the Parties to the Dispute. The expert is not an arbitrator and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert Expert’s determination on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party written notice of the request for such determination. If the Parties to the Dispute are unable to agree upon an expert within twenty (20) Days after receipt of the notice of request for an expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertise. The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty (60) Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision Expert Question shall be final and binding on the Parties unless the Expert’s determination on the Expert Question has been stated in a prejudiced manner or is manifestly incorrect or there existed any ground for recusal against the Expert. (e) The costs and expenses of the Expert shall be borne equally by the Confederation and UBS. (f) All data, Information, submissions and other documents supplied to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days Expert shall be strictly confidential and not be used by the Expert, UBS or the Confederation for any other purpose other than the determination of the date the expert’s final decision is received by the Parties to the Dispute relevant Expert Question(s). Any such data, Information, submissions and until replaced by such subsequent arbitral award. In such arbitration other documents may be disclosed (i) to the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and Confederation or UBS’ Representatives, (ii) if required under Applicable Law or by the expert shall not rules of any relevant securities exchange, (without iii) for the written consent purpose of enforcement of any determination of the parties to the Disputerelevant Expert Question(s) be appointed to act as an arbitrator or as adviser to the Parties to the Dispute(iv) in accordance with other provisions of this Agreement permitting disclosure.