Selection of Proposal Clause Samples

Selection of Proposal. Within [***] following the appointment of such Expert(s), each Party will submit its Proposal to the Expert. For clarity, the Proposal submitted to the Expert by each Party must be identical to the Proposal previously submitted to the other Party in accordance with Section 18.3.1 (Proposals). The Expert will be instructed to select one of the Parties’ Proposals within [***] following the receipt thereof and to select the Proposal that they determine to contain the most fair, balanced, and customary terms (in addition to being consistent with the terms of this Agreement and any prior agreements between the Parties on terms). The Expert will be required to agree to comply with such [***] time limit before accepting appointment. The authority of the Expert will be limited to selecting only one or the other of the Proposals submitted by the Parties. The selection by the Expert of one Party’s Proposal will be binding and conclusive upon both Parties and (i) for matters under Section 18.3(a) (Baseball Arbitration), the proposed Out-Licensing Criteria in such Proposal will become the Out-Licensing Criteria, (ii) for matters under Section 18.3(b) (Baseball Arbitration), the Parties must enter the Out-Licensing Agreement under the terms in such Proposal, and (iii) for matters under Section 18.3(c) (Baseball Arbitration), the proposed increase in the amount set forth in the Research Budget, Development Budget or Commercialization Budget, as applicable, in such Proposal will become the amended Research Budget, Development Budget or Commercialization Budget, as applicable.