Common use of Expert Panel Clause in Contracts

Expert Panel. In the event of a dispute by the Parties concerning a Technical Development Matter that cannot be resolved by the Executive Officers pursuant to Section 3.12(b) (other than a Legal Dispute or any dispute concerning any proposed amendment of the Initial Co-Development Plan), either Party may by written notice to the other party require the specific issue in dispute to be submitted to a panel of experts (“Expert Panel”) in accordance with this Section 10.4. Such notice shall contain a statement of the issue forming the basis of the dispute and the position of the moving Party as to the proper resolution of that issue. Within fifteen (15) days after receipt of such notice, the responding Party shall submit to the moving Party a statement of its conception of the specific issue in question and of its position as to the proper resolution of that issue. Within twenty (20) days of the responding Party’s response, each Party shall appoint to the Expert Panel an individual who (i) has expertise in the pharmaceutical or biotechnology industry and the specific matters at issue, (ii) is not a director, employee or consultant of, or otherwise receiving compensation or other payments from such Party, and (iii) has no known personal financial interest or benefit in the outcome or resolution of the dispute, and the appointing Party shall give the other Party written notice of such appointment; provided that for such appointment to be effective and for such individual to serve on the Expert Panel, such individual must deliver to the other Party a certificate confirming that such individual satisfies the criteria set forth in clauses (i) through (iii) above and that, as a member of the Expert Panel, such individual is able to render an independent decision. Each Party shall, within the same twenty (20) day period, provide its designated expert with a list of three (3) additional experts in the biotechnology industry and the specific matters at issue who meet the same criteria as described above. Thereafter, the two (2) appointed experts shall select a third expert from the list of experts provided by the Parties. Each expert shall agree, prior to his or her appointment, to name such third expert, and hear the dispute, promptly and render a decision as soon as practicable thereafter. The experts shall not amend this Agreement, but shall seek to fashion a remedy consistent with the Parties’ intentions as set forth in this Agreement. The agreement of two (2) of the three (3) experts shall be sufficient to render a decision and the Parties shall abide by such decision.

Expert Panel. In the event of a dispute by If the Parties concerning a Technical Development Matter that cannot be resolved fail to resolve an Expert Panel Dispute by the escalation to Executive Officers pursuant to Section 3.12(b) (other than a Legal Dispute or any dispute concerning any proposed amendment of the Initial Co-Development Plan)Officers, either Party may by written notice submit such Expert Panel Dispute for resolution in accordance with the following procedure: (a) Each Party will select one Third Party expert who is neutral, disinterested and impartial, and has experience relevant to the other party require Expert Panel Dispute, within [**] after either Party requests resolution by an Expert Panel (each, an “Expert”). The Experts selected by the specific issue in dispute to be submitted to Parties shall jointly select a panel of experts third Expert within [**] thereafter (the three Experts together, the “Expert Panel”). (b) in accordance with this Section 10.4. Such notice shall contain a statement of Within [**] after the issue forming the basis of the dispute and the position of the moving Party as to the proper resolution of that issue. Within fifteen (15) days after receipt of such notice, the responding Party shall submit to the moving Party a statement of its conception of the specific issue in question and of its position as to the proper resolution of that issue. Within twenty (20) days of the responding Party’s responseExpert Panel has been selected, each Party shall appoint will provide to the Expert Panel an individual who (i) has expertise in the pharmaceutical or biotechnology industry and the specific matters at issue, (ii) is not a director, employee or consultant of, or otherwise receiving compensation or other payments from such Party, and (iii) has no known personal financial interest or benefit in the outcome or resolution of the dispute, and the appointing Party shall give the other Party a written notice of such appointment; provided that for such appointment to be effective and for such individual to serve report setting forth its position on the Expert Panel Dispute. Each Party may update its own report within [**] after receiving the other Party’s report. If requested by the Expert Panel, each Party will make oral submissions based on its written report and each Party will have the right to be present during any such individual must deliver to oral submissions. (c) Within [**] after receiving the other Party a certificate confirming that such individual satisfies the criteria set forth in clauses (i) through (iii) above and thatlast report or, as a member of if requested by the Expert Panel, such individual is able the oral submissions, the Expert Panel will select one Party’s position on the referred Expert Panel Dispute as its final decision. The Expert Panel will not have the authority to modify either Party’s position or to render an independent decisionany substantive decision other than to select one Party’s position on the referred Expert Panel Dispute as set forth in such Party’s written report most recently submitted to the Expert Panel. Each Party shallThe decision of the Expert Panel will be the Parties’ sole, within exclusive and binding resolution of the same twenty (20) day periodreferred Expert Panel Dispute, provide its designated expert with a list of three (3) additional experts in the biotechnology industry and the specific matters at issue who meet Expert Panel’s decision will be deemed to be the same criteria as described above. Thereafter, mutual agreement by the two Parties on the matter. (2d) appointed experts shall select a third expert from The costs and fees of the list of experts provided Expert Panel will be shared equally by the Parties. Each expert shall agree, prior to his or her appointment, to name such third expertParty will bear its own costs of participating in the proceeding. (e) The Parties will use, and hear will direct the disputeExpert Panel to use, promptly and render a decision as soon as practicable thereafter. The experts shall not amend this Agreement, but shall seek Diligent Efforts to fashion a remedy consistent with resolve the referred Expert Panel Dispute within [**] after either Party requests such resolution. (f) Unless otherwise mutually agreed upon by the Parties’ intentions as set forth in this Agreement. The agreement of two , the in-person portion (2if any) of the three (3) experts such proceedings shall be sufficient to render a decision and the Parties shall abide by such decisionconducted in Boston, Massachusetts.

Expert Panel. In the event of If referred by either Party, a dispute on Material Matters shall be decided by the Parties concerning a Technical Development Matter that cannot be resolved by the Executive Officers pursuant to Section 3.12(b) (other than a Legal Dispute or any dispute concerning any proposed amendment of the Initial Co-Development Plan), either Party may by written notice to the other party require the specific issue in dispute to be submitted to a panel of experts (“Expert Panel”) in accordance with this Section 10.4. Such notice shall contain a statement of the issue forming the basis of the dispute and the position of the moving Party as to the proper resolution of that issue. Within fifteen (15) days after receipt of such notice, the responding Party shall submit to the moving Party a statement of its conception of the specific issue in question and of its position as to the proper resolution of that issue. Within twenty (20) days of the responding Party’s response, each Party shall appoint to the Expert Panel an individual who (i) has expertise in the pharmaceutical or biotechnology industry and the specific matters at issue, (ii) is not a director, employee or consultant of, or otherwise receiving compensation or other payments from such Party, and (iii) has no known personal financial interest or benefit in the outcome or resolution of the dispute, and the appointing Party shall give the other Party written notice of such appointment; provided that for such appointment to be effective and for such individual to serve on the Expert Panel, such individual must deliver to the other Party a certificate confirming that such individual satisfies the criteria set forth in clauses (i) through (iii) above and that, as a member of the Expert Panel, such individual is able to render an independent decision. Each Party shall, within the same twenty (20) day period, provide its designated expert with a list of three (3) additional independent Third Party experts, with one expert selected by each Party, and the third expert selected jointly by the two experts selected by the Parties. All such experts shall be independent of both Parties and shall have at least ten (10) years of experience in the biotechnology industry worldwide Development, Manufacture and Commercialization of pharmaceutical ​ products (or such other similar credentials as mutually agreed by the Parties). Within ten (10) Days after the expert panel has been selected, each Party will provide to the expert panel and the specific matters at issue who meet other Party a written report setting forth its position on the same criteria as described abovedispute. ThereafterEach Party may update its own report within ten (10) Days after receiving the other Party’s report. If requested by the expert panel, each Party will make oral submissions based on its written report and each Party will have the right to be present during any such oral submissions. Within thirty (30) Days after receiving the last report or, if requested by the expert panel, the two (2) appointed experts shall oral submissions, the expert panel will select a third one Party’s position on the referred dispute as its final decision. The expert from panel will not have the list authority to modify either Party’s position or to render any substantive decision other than to select one Party’s position on the dispute as set forth in such Party’s written report most recently submitted to the expert panel. The decision of experts provided the expert panel will be the Parties’ sole, exclusive and binding resolution of the referred dispute, and the expert panel’s decision will be deemed to be the mutual agreement by the Parties on the matter. The costs and fees of the expert panel will be shared equally by the Parties. Each expert shall agree, prior to his or her appointment, to name such third expertParty will bear its own costs of participating in the proceeding. The Parties will use, and hear will direct the disputeexpert panel to use, promptly and render a decision as soon as practicable thereafterCommercially Reasonable Efforts to resolve the referred dispute within sixty (60) Days after either Party requests such resolution. The experts status quo of such matter shall persist until the matter is resolved by such Third Party expert panel. For clarity, any dispute subject to this Section 5.7(c) (Expert Panel) shall not amend this Agreement, but shall seek be eligible for resolution pursuant to fashion a remedy consistent with the Parties’ intentions as set forth in this Agreement. The agreement of two Article 12 (2) of the three (3) experts shall be sufficient to render a decision and the Parties shall abide by such decisionDispute Resolution).