Expert Matter definition

Expert Matter means an issue arising under this Agreement due to a difference of business or scientific judgment, but pertaining only to: (a) Whether any (and, if so, which) Development activities or expenditures, which if conducted (or, in the case of expenditures, if spent) would obligate Acucela to fund Development Costs in excess of the Aggregate Development Cost Cap, are necessary to be conducted (or, in the case of expenditures, are necessary to be spent) in order to obtain Regulatory Approval; (b) Whether any (and, if so, which) Commercialization activities or expenditures, which if conducted (or, in the case of expenditures, if spent) would obligate Acucela to fund Initial Commercialization Costs in excess of the Aggregate Commercialization Cost Cap, are necessary to be conducted (or, in the case of expenditures, are necessary to be spent) in order to improve marketing or increase sales of Licensed Product in the Field in the Territory, taking into consideration the activities conducted and expenditures incurred in connection with the commercialization of other similar pharmaceutical products then marketed and sold in the Field in the Territory; (c) Determination of the allocation of relative fair market value of the Licensed Product and all other product(s) included in a combination product as provided in Section 1.62; (d) Amounts of payments due from one Party to the other under this Agreement, including characterization of costs as Development Costs or Commercialization Costs for purposes of determining such payments; or (e) Whether to terminate this Agreement for scientific reasons pursuant to Section 13.7.

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Expert Matter means all matters that are referenced in Section 3.6.2 as being, or otherwise mutually agreed by the Parties to be, determinable by an Expert. For clarity, no Party shall have final decision making authority with respect to an Expert Matter.

Expert Matter means the following:

Examples of Expert Matter in a sentence

• Any dispute between the Parties regarding amounts of payments due from one Party to the other under this Agreement, including any dispute regarding characterization of costs as Development Costs or Commercialization Costs for purposes of determining such payments, shall be resolved as an Expert Matter in accordance with Section 14.2(a).

• Any Expert Matter shall be first referred to the Parties’ Senior Executives prior to proceeding under the following provisions of this Section 14.2(a).

• The Parties may mutually agree in writing to terminate this Agreement in its entirety for any reason; provided that if one Party proposes to mutually terminate this Agreement for scientific reasons and the other Party, after good faith discussions for a reasonable period of time, does not agree to so mutually terminate this Agreement, the disagreement over whether to terminate this Agreement for scientific reasons shall be resolved as an Expert Matter in accordance with Section 14.2(a).

• Such Senior Executives shall attempt to resolve such Expert Matter through good faith discussions.

• If the Parties are not able to agree upon an Expert within ten (10) days after the receipt by a Party of the written request in the immediately preceding sentence, each Party shall select one (1) Expert within five (5) Business Days thereafter, and those two (2) Experts shall select a third Expert within ten (10) days thereafter and such third Expert (selected by the first two Experts) shall be the designated Expert for resolution of the Expert Matter.

• Within [***] after appointment of the Expert, each Party shall submit to the Expert, with a copy to the other Party, one (1) proposal for resolving the applicable Expert Matter, including the proposed Agreement Payment and a reasonably detailed analysis of the model prepared by such Party taking into account the factors described in Section 9.2(c) to determine the proposed Agreement Payment.

• Whenever a Dispute arises that involves an Expert Matter, such Dispute shall be exclusively resolved by an expert appointed as described in this Section 5 (an “Expert”) in accordance with the procedures set forth in this Section 5.

• For clarity, the determination of pricing and discounts for the Apixaban Product pursuant to this Section 3A.5(c) shall not be considered an Expert Matter.

• Such Notice of Dispute shall (a) specify the nature of such Dispute, (b) include a statement of such party’s position with regard to such Dispute and (c) identify whether such Dispute is an Expert Matter.

• For clarity, no Party shall have final decision making authority with respect to an Expert Matter.

More Definitions of Expert Matter

Expert Matter means any matter that is referred for resolution to an Expert by mutual agreement of the Parties.

Expert Matter means a difference of business judgment pertaining only to: (a) any matter involving the Development of an Initial Licensed Product or Collaboration Product, including the determination of Clinical Trial design; (b) any audit dispute under this Agreement; (c) any dispute regarding the determination of [ * ] under Exhibit C; (d) any dispute regarding (i) whether a [ * ] and (ii) if applicable, the [ * ] under Exhibit C; (e) any dispute regarding the determination of whether (i) a product constitutes a [ * ] as defined in Section [ * ] and/or (ii) a [ * ] has achieved the [ * ] in a [ * ] set forth in Section [ * ]; or (f) appropriateness of a Development plan or application of Commercially Reasonable Efforts pursuant to Section 6.1(c). For the sake of clarity, Expert Matter shall not include any dispute relating to the determination of validity of a Party’s Patent Rights or other issues relating solely to a Party’s intellectual property and any dispute with respect to the interpretation or potential breach, termination or invalidity of this Agreement, including breach of the representations, warranties and covenants made hereunder.

Expert Matter means any dispute referred to an Expert pursuant to Section 4.1.4(b) or otherwise referred to an Expert by mutual agreement of the Parties.