Common use of Technical Dispute Resolution Clause in Contracts

Technical Dispute Resolution. If a dispute arises between the parties that is exclusively related to technical aspects of the manufacturing, packaging, labelling, quality control testing, handling, storage, or other activities under this Agreement (a "Technical Dispute"), the parties will make all reasonable efforts to resolve the dispute by amicable negotiations. In that regard, senior representatives of each party will, as soon as possible and in any event no later than ten Business Days after a written request from either party to the other, meet in good faith to resolve any Technical Dispute. If, despite this meeting, the parties are unable to resolve a Technical Dispute within a reasonable time, and in any event within 30 Business Days of the written request, the Technical Dispute will, at the request of either party, be referred for determination to an expert in accordance with Exhibit A. If the parties cannot agree that a dispute is a Technical Dispute, Section 12.1 will prevail. For greater certainty, the parties agree that the release of the Products for sale or distribution under the applicable Regulatory Approval for the Products will not by itself indicate compliance by Patheon with its obligations for the Manufacturing Services and further that nothing in this Agreement (including [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Master Manufacturing Services Agreement Exhibit A) will remove or limit the authority of the relevant qualified person (as specified by the Quality Agreement) to determine whether the Products are to be released for sale or distribution.

Technical Dispute Resolution. If a dispute (other than disputes in relation to the matters set out in Sections 6.1(b) and 12.1) arises between the parties that is exclusively related to technical aspects of the manufacturing, packaging, labelling, quality control testing, handling, storage, storage or other activities under this Agreement (a "“Technical Dispute"”), the parties will shall make all reasonable efforts to resolve the dispute by amicable negotiations. In that this regard, senior representatives of each party willshall, as soon as possible practicable and in any event no later than ten Business Days **** after a written request from either party to the other, meet in good faith to resolve any Technical Dispute. If, despite this such meeting, the parties are unable to resolve a Technical Dispute within a reasonable time, and in any event within 30 Business Days of the **** after such written request, the Technical Dispute willshall, at the request of either party, be referred for determination to an expert in accordance with Exhibit A. If the provisions of Schedule F. In the event that the parties cannot agree that whether a dispute is a Technical Dispute, Section 12.1 will shall prevail. For greater certainty, the parties agree that the release of the Products for sale or distribution under pursuant to the applicable Regulatory Approval marketing approval for the such Products will shall not by itself indicate compliance by Patheon with its obligations for in respect of the Manufacturing Services and further that nothing in this Agreement (including [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Master Manufacturing Services Agreement Exhibit ASchedule F) will shall remove or limit the authority of the relevant qualified person (as specified by the Quality Agreement) to determine whether the Products are to be released for sale or distribution. Notwithstanding the foregoing, neither party shall be prohibited from seeking injunctive or other equitable relief in any court of competent jurisdiction (including without limitation, in any case where issues involving the protection or ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED unauthorized use or disclosure of a party’s confidential information, trade secrets or intellectual property are involved).

Technical Dispute Resolution. If In the event of a dispute arises (other than disputes in relation to the matters set out in Sections 6.1(b) and 12.1) between the parties that is exclusively related to technical aspects of the manufacturing, packaging, labelling, quality control testing, handling, storage, storage or other activities under this Agreement (a "“Technical Dispute"”), the parties will shall make all reasonable efforts to resolve the dispute by amicable negotiations. In that this regard, senior representatives of each party willshall, as soon as possible practicable and in any event no later than ten Business Days **** after a written request from either party to the other, meet in good faith to resolve any Technical Dispute. If, despite this such meeting, the parties are unable to resolve a Technical Dispute within a reasonable time, and in any event within 30 Business Days of the **** after such written request, the Technical Dispute willshall, at the request of either party, be referred for determination to an expert in accordance with Exhibit A. If the provisions of Schedule F. In the event that the parties cannot agree that whether a dispute is a Technical Dispute, Section 12.1 will shall prevail. For greater certainty, the parties agree that the release of the Products for sale or distribution under pursuant to the applicable Regulatory Approval marketing approval for the such Products will shall not by itself indicate compliance by Patheon with its obligations for in respect of the Manufacturing Services and further that nothing in this Agreement (including [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Master Manufacturing Services Agreement Exhibit ASchedule F) will shall remove or limit the authority of the relevant qualified person (as specified by the Quality Agreement) to determine whether the Products are to be released for sale or distribution. Notwithstanding the foregoing, neither party shall be prohibited from seeking injunctive or other equitable relief in any court of competent jurisdiction (including without limitation, in any case where issues involving the protection or unauthorized use or disclosure of a party’s confidential information, trade secrets or intellectual property are involved).

Technical Dispute Resolution. If In the event of a dispute arises (other than disputes in relation to the matters set out in Sections 6.1(b) and 12.1) between the parties Parties that is exclusively related to technical aspects of the manufacturing, packaging, labelling, quality control testing, handling, storage, storage or other activities under this Agreement (a "“Technical Dispute"”), the parties will Parties shall make all reasonable efforts to resolve the dispute by amicable negotiations. In that this regard, senior representatives of each party willParty shall, as soon as possible practicable and in any event no later than ten Business Days [***] after a written request from either party Party to the other, meet in good faith to resolve any Technical Dispute. If, despite this such meeting, the parties Parties are unable to resolve a Technical Dispute within a reasonable time, and in any event within 30 Business Days [***] of the such written request, the Technical Dispute willshall, at the request of either partyParty, be referred for determination to an expert in accordance with Exhibit A. If the parties provisions of Schedule F. In the event that the Parties cannot agree that [***] Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this exhibit and have been filed separately with the Securities and Exchange Commission. TransOral Patheon MSA (Cincinnati and Whitby) – EXECUTION DRAFT whether a dispute is a Technical Dispute, the dispute shall be considered a commercial dispute and its resolution shall be governed by the terms of Section 12.1 will prevailabove. For greater certainty, the parties Parties agree that the release of the Products for sale or distribution under pursuant to the applicable Regulatory Approval marketing approval for the such Products will shall not by itself indicate compliance by Patheon with its obligations for in respect of the Manufacturing Services and further that nothing in this Agreement (including [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Master Manufacturing Services Agreement Exhibit ASchedule F) will shall remove or limit the authority of the relevant qualified person (as specified by the Quality AgreementAgreement(s)) to determine whether the Products are to be released for sale or distribution.