Common use of Arbitration Procedure Clause in Contracts

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 will be held in New York, New York, United States unless another location is mutually agreed by the Parties. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator shall be selected by the New York, New York office of the AAA. The Arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, the Arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator shall be the sole and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitrator. Judgment on the award rendered by the Arbitrator may be enforced in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

Arbitration Procedure. Any ‌ If a grievance is not settled under this Article, the Union may refer it to arbitration pursuant within thirty (30) calendar days of the Employer’s decision. The Union’s request for arbitration must be made in writing, by the thirtieth (30th) calendar day, after the Employer’s answer to this Section 13.2 the last step in the grievance procedure has been served on the Union, or the grievance will be held deemed to have been resolved on the basis of the Employer’s last answer and will not be arbitral. It is understood and agreed that a decision of the Union not to exercise its right to request arbitration shall be final and binding upon the members of the bargaining unit, and further that the Union, through its designated representatives, has authority to settle any grievance at any step. The Union shall submit the unresolved grievance in New York, New York, United States unless another location is mutually agreed writing to the Arbitrator with a copy to the Employer. Arbitrators will be selected from a list provided by the PartiesFederal Mediation and Conciliation Service by mutual agreement. A list of seven (7) arbitrators will be requested from The Federal Mediation and Conciliation Service and the parties will alternately strike names until only one remains to serve as the arbitrator in the case referred. The arbitration will first strike shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, awarded to the exclusion of any inconsistent state Law. The arbitration will be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree party based on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator shall be selected by the New York, New York office of the AAA. The Arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, the Arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performancecoin toss. The award of the Arbitrator so appointed shall be final and binding upon the sole parties. The Arbitrator shall have no authority to alter, amend, add to, subtract from or otherwise modify or change the terms and exclusive remedy conditions of this Agreement. Only one grievance shall be submitted to the PartiesArbitrator at a time, unless the parties mutually agree otherwise. The cost of arbitration, which shall include the fees and the Parties hereby expressly agree to waive the right to appeal from the decisions expenses of the Arbitrator, the Court Reporter and there the transcript shall be no appeal borne equally by the parties. Each party shall pay any fees of its own representatives and witnesses for time lost. Occurrences prior to any court the execution date or other authority (government or private) from subsequent to the decision expiration date of this Agreement shall not be subject to arbitration. Since it is important that grievances and arbitrations be processed expeditiously, the number of days indicated at each level shall not be considered as merely procedural, but shall be deemed of the Arbitrator. Judgment on essence and any grievance shall be waived if not appealed to the award rendered by next step or to arbitration within the Arbitrator may be enforced in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds time limits set forth herein. The parties agree that the arbitrator shall accept a written statement signed by a resident or patient in lieu of their sworn testimony. Both parties shall have equal access to such written statements at least thirty (30) days prior to the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awardsarbitration date. The parties agree that neither shall call a resident or patient as a witness.

Arbitration Procedure. Any arbitration Disputes that have not been amicably resolved pursuant to Section 15.6(a) within the [**] time period specified therein shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) before a tribunal comprised of three arbitrators. Each Party shall nominate one arbitrator and within [**] of the second arbitrator’s appointment, the two party-nominated arbitrators shall nominate the third arbitrator, who shall serve as president of the tribunal. The arbitrators shall have experience in pharmaceutical licensing disputes. An arbitrator shall be deemed to meet this Section 13.2 qualification unless a Party objects within [**] after the arbitrator is nominated. The seat, or legal place, or will be held in New YorkXxx Xxxx Xxxx, New YorkXxx Xxxx, United States unless another location is mutually agreed by the PartiesXxxxxx Xxxxxx. The language of the arbitration will shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state LawEnglish. The arbitration will be conducted by a single arbitrator knowledgeable in Parties shall mutually agree on the subject matter at issue in rules to govern discovery and the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have rules of evidence for the arbitration conducted by a panel within [**] after the commencement of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”)arbitration. If the Parties fail to timely agree on a mutually acceptable Arbitrator within [**] days after to such rules, the Arbitration Request, then United States Federal Rules of Civil Procedure will govern discovery and the Arbitrator shall be selected by United States Federal Rules of Evidence will govern evidence for the New York, New York office of the AAA. The Arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute and shall not have authority to render any decision or award on any other issuesarbitration. Subject to Section 11.5 and 13.2.213.6, the Arbitrator arbitrators shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify modify, or materially change this Agreement, and (b) . The arbitrators shall also be authorized to grant any temporary, preliminary or permanent equitable remedy remedies or relief the arbitrator deems just and equitable and within the scope of this Agreementrelief, including an injunction or order for specific performance. The award of the Arbitrator arbitrators shall be the sole and exclusive remedy of the Parties, except for those remedies that are set forth in this Agreement or which apply to a Party by operation of the applicable provisions of this Agreement, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitratorarbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorarbitrator. Judgment on the award rendered by the Arbitrator arbitrators may be enforced entered in any court having of competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awardsjurisdiction.

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 will The Arbitration shall be held in New York, New York, the continental United States unless another location is mutually agreed by under the Partiesrules of the American Arbitration Association ("AAA"). The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will shall be conducted by a single arbitrator three (3) arbitrators who are knowledgeable in the subject matter at issue in the Arbitration Dispute dispute. One (1) arbitrator will be selected by Anacor, one (1) arbitrator will be selected by GSK, and acceptable to both Parties; provided however that, the Parties may third arbitrator will be selected by mutual agreement elect to have of the arbitration conducted by a panel of three two (32) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator shall be selected by the New York, New York office of the AAAParties. The Arbitrator arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in arbitrators shall, within fifteen (15) calendar days after the scope conclusion of his or her authority to resolving only the Arbitration Dispute arbitration hearing, issue a written award and shall not have authority to render statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any decision or award on any other issuesdamages awarded. Subject to Section 11.5 and 13.2.2, the Arbitrator The arbitrators shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, non-economic damages or any other similar form of punitive damages, or to reform, modify or materially change this Agreement, and (b) . The arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems arbitrators deem just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator arbitrators shall be the sole and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorexcept for those remedies set forth in this Agreement). Judgment on the award rendered by the Arbitrator arbitrators may be enforced in any court having competent jurisdiction thereof, subject only to revocation on grounds of fraud or clear bias on the part of the award on grounds set forth arbitrators. Notwithstanding anything contained in this Section 14.2 to the United Nations Convention on contrary, each Party shall have the Recognition and Enforcement of Foreign Arbitral Awardsright to institute judicial proceedings against the other Party or anyone acting by, through or under such other Party, in order to enforce the instituting Party's rights hereunder through specific performance, injunction or similar equitable relief. [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

Arbitration Procedure. Any The Company and Reinsurer intend that any dispute between them arising under this Agreement (excluding those disputes identified in Section 7.1(a)) be resolved without resort to any litigation. Accordingly, the Company and Reinsurer agree that they will negotiate diligently and in good faith to agree on a mutually satisfactory resolution of any such dispute; provided, however, that if any such dispute cannot be so resolved by them within sixty (60) calendar days (or such longer period as the parties may agree) after commencing such negotiations, the Company and Reinsurer agree that they will submit such dispute to arbitration pursuant to this Section 13.2 in the manner specified in, and such arbitration proceeding will be held conducted in New Yorkaccordance with, New York, United States unless another location is mutually agreed by the PartiesSupplementary Rules for the Resolution of Intra-Industry U.S. Reinsurance and Insurance Disputes of the American Arbitration Association. The arbitration hearing will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by before a panel of three (3) arbitrators disinterested arbitrators, each of whom must be a present or former officer of a life insurance or life reinsurance company familiar with the life reinsurance business, or other professionals with experience in life insurance or reinsurance, provided that such professionals shall not have performed services for either party within the previous five (such single 5) years, and provided further that no arbitrator shall be a former employee of the Company or panel, any of its Affiliates. The Company and Reinsurer will each appoint one arbitrator by written notification to the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator other party within [**] thirty (30) calendar days after the Arbitration Requestdate of the mailing of the notification initiating the arbitration. These two arbitrators will then select the third arbitrator within sixty (60) calendar days after the date of the mailing of the notification initiating arbitration. If either the Company or Reinsurer fails to appoint an arbitrator, then or should the Arbitrator two arbitrators be unable to agree upon the choice of a third arbitrator, the president of the Appointment Committee of the Chartered Institute of Arbitrators (Bermuda Branch) will appoint the necessary arbitrators within thirty (30) calendar days after the request to do so. The arbitrators shall be selected base their decision on the terms and conditions of this Agreement. However, if the terms and conditions of this Agreement do not explicitly dispose of an issue in dispute between the parties, the arbitrators may base their decision on the customs and practices of the life insurance and life reinsurance industry together with an interpretation of the law. The vote or approval of a majority of the arbitrators will decide any question considered by the New Yorkarbitrators. The place of arbitration will be determined by the arbitrators. Each decision (including, New York office without limitation, each award) of the AAA. The Arbitrator may proceed to an awardarbitrators will be final and binding on all parties and will be nonappealable, notwithstanding except that (at the failure request of either Party to participate the Company or Reinsurer) any award of the arbitrators may be confirmed (or, if appropriate, vacated) by a judgment entered by the court specified in Section 11.4. No such award or judgment will bear interest except as provided in Section 3.2. In no event may the proceedingsarbitrators award punitive or exemplary damages. The Arbitrator shall Each party will be limited in the scope of his or her authority to resolving only the Arbitration Dispute and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, the Arbitrator shall be authorized to responsible for paying (a) award compensatory damagesall fees and expenses charged by its respective counsel, but shall not be authorized to award punitiveaccountants, specialactuaries, consequential, or any and other similar form of damages, or to reform, modify or materially change this Agreement, representatives in conjunction with such arbitration and (b) grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award one-half of the Arbitrator shall be the sole fees and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitrator. Judgment on the award rendered expenses charged by the Arbitrator may be enforced in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awardseach arbitrator.

Arbitration Procedure. Any arbitration pursuant Except as expressly provided herein, the sole mechanism for resolution of any claim, dispute or controversy arising out of or in connection with or relating to this Section 13.2 will Agreement or the breach or alleged breach thereof shall be arbitration by the American Arbitration Association (“AAA”) in Los Angeles, California, or in such other venue as the Parties agree, under the commercial rules then in effect for the AAA except as provided herein. All proceedings shall be held in New York, New York, United States unless another location is mutually agreed by the PartiesEnglish and a transcribed record prepared in English. The arbitration will be governed by the United States Arbitration ActParties shall choose, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single agreement, one arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [****] days after of receipt of notice of the Arbitration Requestintent to arbitrate. If no arbitrator is appointed within the times herein provided or any extension of time that is mutually agreed on, then the Arbitrator AAA shall be selected make such appointment within [****] of such failure. The award rendered by the New Yorkarbitrator shall not include costs of arbitration, New York office attorneys’ fees or costs for expert and other witnesses. Within [****] of initiation of arbitration, the Parties shall reach agreement upon and thereafter follow procedures assuring that the arbitration will be concluded and the award rendered within no more than [****] from *Certain information on this page has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions. selection of the AAAarbitrator. Failing such agreement, the AAA will design and the Parties will follow procedures that meet such a time schedule. The Arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute and arbitrator (i) shall not have any power or authority to render any decision add to, alter, amend or award on modify the terms of this Agreement but shall specify rules sufficient to allow reasonable discovery by the Parties; (ii) shall establish and enforce appropriate rules to ensure that the proceedings, including the decision, be kept confidential and that all Confidential Information of the Parties be kept confidential and be used for no purpose other than the arbitration; (iii) shall have the power to enforce specifically this Agreement and the terms and conditions hereof in addition to any other issuesremedies at law or in equity; and (iv) shall issue all decisions in writing. Subject to Section 11.5 and 13.2.2, the Arbitrator Nothing in this Agreement shall be authorized to deemed as preventing either Party from seeking injunctive relief (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, provisional remedy) from any court having jurisdiction over the Parties and (b) grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award subject matter of the Arbitrator dispute as necessary to protect either Party’s name, proprietary information, trade secrets, know-how or any other proprietary right. If the issues in dispute involve scientific or technical matters, any arbitrator chosen hereunder shall be have educational training and/or experience sufficient to demonstrate a reasonable level of knowledge in the sole and exclusive remedy field of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorbiotechnology. Judgment on the award rendered by the Arbitrator arbitrator may be enforced entered in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

Arbitration Procedure. Any If a grievance is not settled under the Operator’s grievance procedure above, the Union may refer it to arbitration pursuant within ten (10) calendar days of the Operator’s decision. No issues other than employee termination and interpretation or application of any economic provisions of this Agreement are arbitrable under this Agreement. The Union’s request for arbitration must be made in writing, by the tenth calendar day after the Operator’s answer to this Section 13.2 the last step in the grievance procedure has been served on the Union, or the grievance will be held in New Yorkdeemed to have been resolved on the basis of the Operator’s last answer and will not be arbitrable. It is understood and agreed that a decision of the Union not to exercise its right to request arbitration shall be final and binding upon the members of the bargaining unit, New Yorkand further that the Union, United States unless another location is mutually agreed by the Partiesthrough its designated representatives, has authority to settle any grievance at any step. The Union and the Employer appoint Xxxxxxx X. Xxxxxxxxx, Xxx Xxxxx, and Xxxx Xxxx to be the permanent arbitrators (the “Arbitrators”) who shall arbitrate. The party requesting arbitration will be governed by shall submit the United States Arbitration Actunresolved grievance in writing to one of the three Arbitrators, 9 U.S.C. §§ 1-16on a rotating basis, with a copy to the exclusion of any inconsistent state Law. The arbitration will be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator shall be selected by the New York, New York office of the AAAother party. The Arbitrator may proceed consider and decide only the particular grievance presented to an awardhim in a written stipulation by the Operator and the Union, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator and his decision shall be limited in based solely upon an interpretation of the scope of his or her authority to resolving only the Arbitration Dispute and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, the Arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope provisions of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator so appointed shall be final and binding upon the sole parties. The Arbitrator shall have no authority to alter, amend, add to, subtract from or otherwise modify or change the terms and exclusive remedy conditions of this Agreement. Only one grievance shall be submitted to the PartiesArbitrator at a time, unless the parties mutually agree otherwise. The cost of arbitration, which shall include the fees and the Parties hereby expressly agree to waive the right to appeal from the decisions expenses of the Arbitrator, the Court Reporter and there the transcript shall be no appeal borne equally by the parties. Each party shall pay any fees of its own representatives and witnesses for time lost. Occurrences prior to any court the execution date or other authority (government or private) from subsequent to the decision expiration date of this Agreement shall not be subject to arbitration. Since it is important that grievances and arbitrations be processed expeditiously, the number of days indicated at each level shall not be considered as merely procedural, but shall be deemed of the Arbitratoressence and any grievance shall be waived if not appealed to the next step or to arbitration within the time limits set forth herein. Judgment The parties agree that the arbitrator shall accept a written statement signed by a resident or patient in lieu of their sworn testimony. Both parties shall have equal access to such written statements at least thirty (30) days prior to the arbitration date. The parties agree that neither shall call a resident or patient as a witness. In recognition of the special importance of resident care issues, allegations of resident care abuse by any employee of the facility shall be handled with special recognition of their seriousness and sensitivity. In cases involving resident care, the standard of whether the termination is appropriate shall be met if the Operator had a reasonable belief that the alleged actions or failure to act occurred. The Operator agrees to submit to the arbitrator the investigation that the State of Washington, Department of Health conducted on the award rendered incident in dispute. Upon review of that report the arbitrator shall give consideration in any findings he/she may render in the case. If the Arbitrator determines in a resident abuse case that the Operator had a reasonable belief the alleged actions or failure to act occurred, the termination should not be overturned except in extraordinary circumstances. In reviewing whether the Operator’s belief was reasonable, the Arbitrator’s review may include (1) the appropriateness of the Operator’s investigation: (2) the strength of the evidence supporting the allegation; (3) the employee’s work history; (4) the resident’s complaint history; (5) the resident’s cognitive ability; (6) physical evidence, if any; and (7) other such factors traditionally reviewed in disciplinary cases. It is agreed that the arbitrator shall accept a written statement signed by the Arbitrator may be enforced resident or family member in any court having competent jurisdiction thereof, subject only to revocation lieu of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awardshis or her sworn testimony.

Arbitration Procedure. Any The arbitration pursuant to this Section 13.2 will shall be held in New YorkWilmington, New YorkDelaware, United States unless another location is mutually agreed by under the Partiesrules of the American Arbitration Association (“AAA”). Discovery shall be under the U.S. Federal Rules of Civil Procedure then in effect in the District Court for the District of Delaware. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will shall be conducted by a single arbitrator three (3) arbitrators who are knowledgeable in the subject matter at issue in the Arbitration Dispute dispute. One (1) arbitrator will be selected by IOENGINE, one (1) arbitrator will be selected by GlassBridge, and acceptable to both Parties; provided however that, the Parties may third arbitrator will be selected by mutual agreement elect to have of the arbitration conducted by a panel of three two (32) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator shall be selected by the New York, New York office of the AAAParties. The Arbitrator arbitrators may proceed to an award, notwithstanding the failure of either any Party to participate in the proceedings. The Arbitrator shall be limited in arbitrators shall, within fifteen (15) days after the scope conclusion of his or her authority to resolving only the Arbitration Dispute arbitration hearing, issue a written award and shall not have authority to render statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any decision or award on any other issuesdamages awarded. Subject to Section 11.5 and 13.2.2, the Arbitrator The arbitrators shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, non-economic damages or any other similar form of punitive damages, or to reform, modify modify, or materially change this AgreementAgreement or any other agreements contemplated hereunder, and (b) or to adjudge the validity, enforceability, or ownership of any IOENGINE Patent. The arbitrators also shall be authorized to grant any temporary, preliminary preliminary, or permanent equitable remedy or relief the arbitrator deems arbitrators deem just and equitable and within the scope of this Agreement, including including, without limitation, an injunction or order for specific performance. The arbitrators’ award of the Arbitrator shall be the sole and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitrator. Judgment on the award rendered by the Arbitrator arbitrators may be enforced in any court having competent jurisdiction thereof, subject only to revocation on grounds of fraud or clear bias on the part of the award on grounds set forth arbitrators. Notwithstanding anything contained in this Section 8 to the United Nations Convention on contrary, each Party shall have the Recognition and Enforcement of Foreign Arbitral Awardsright to institute judicial proceedings against the other Parties or anyone acting by, through, or under such other Parties, in order to enforce the instituting Party’s rights hereunder through specific performance, injunction, or similar equitable relief.

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 Article 14 will be held in New York, New York, United States unless another location is mutually agreed by the Parties. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The Parties shall mutually agree on the rules to govern discovery and the rules of evidence for the arbitration within [**] days after the Arbitration Request. If the Parties fail to timely agree to such rules, the United States Federal Rules of Civil Procedure will govern discovery and the United States Federal Rules of Evidence will govern evidence for the arbitration. The arbitration will be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”)arbitrators. If the Parties fail to agree on a mutually acceptable Arbitrator arbitrator within [**] days after the Arbitration Request, then the Arbitrator arbitrator shall be selected by the New York, New York office of the AAA. The Arbitrator arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator arbitrator shall, within [**] days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute specific matter which the Parties have referred to arbitration for resolution and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.212.5, the Arbitrator arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) . The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator shall be the sole and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitratorarbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorarbitrator. Judgment on the award rendered by the Arbitrator arbitrator may be enforced in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

Arbitration Procedure. Any If the grievance is not resolved on the basis of the foregoing, the Union may submit the issue to expedited arbitration pursuant by notifying the other party of its intention to this Section 13.2 will pursue the grievance to arbitration by so notifying the other party within thirty (30) calendar days of the Union's receipt of the written response per the preceding step. It is understood and agreed that a decision of the Union not to exercise its right to request arbitration shall be held in New Yorkfinal and binding upon the members of the bargaining unit, New Yorkand further that the Union, United States unless another location is mutually agreed by through its designated representatives, has authority to settle any grievance at any step. By mutual consent, the PartiesUnion and the Employer may select a permanent Arbitrator or panel of Arbitrators who shall arbitrate grievances. The arbitration will be governed by Union shall submit the United States Arbitration Act, 9 U.S.C. §§ 1-16, unresolved grievance in writing to the exclusion of any inconsistent state Law. The arbitration will be conducted by Arbitrator with a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable copy to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator shall be selected by the New York, New York office of the AAAEmployer. The Arbitrator may proceed consider and decide only the particular grievance presented to an awardhim in a written stipulation by the Employer and the Union, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator and his decision shall be limited in based solely upon an interpretation of the scope of his or her authority to resolving only the Arbitration Dispute and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, the Arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope provisions of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator so appointed shall be final and binding upon the sole parties. The Arbitrator shall have no authority to alter, amend, add to, subtract from or otherwise modify or change the terms and exclusive remedy conditions of this Agreement. Only one grievance shall be submitted to the PartiesArbitrator at a time, unless the parties mutually agree otherwise. The cost of arbitration, which shall include the fees and the Parties hereby expressly agree to waive the right to appeal from the decisions expenses of the Arbitrator, the Court Reporter and there the transcript shall be no appeal borne equally by the parties. Each party shall pay any fees of its own representatives and witnesses for time lost. Occurrences prior to any court the execution date or other authority (government or private) from subsequent to the decision expiration date of this Agreement shall not be subject to arbitration. Since it is important that grievances and arbitrations be processed expeditiously, the number of days indicated at each level shall not be considered as merely procedural, but shall be deemed of the Arbitrator. Judgment on essence and any grievance shall be waived if not appealed to the award rendered by next step or to arbitration within the Arbitrator may be enforced in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds time limits set forth herein. The parties agree that the arbitrator shall accept a written statement signed by a resident or patient in the United Nations Convention on the Recognition and Enforcement lieu of Foreign Arbitral Awardstheir sworn testimony. The parties agree that neither shall call a resident or patient as a witness.

Arbitration Procedure. Any If a grievance remains unsettled following any of the procedures set forth in Article it may be submitted to arbitration pursuant provided that the party calling for arbitration notifies the other party in writing to this Section 13.2 will be held in New York, New York, United States unless another location is mutually agreed by the Parties. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three that effect no more than twenty (320) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] working days after the Arbitration Requestdate of decision rendered at Step of the Grievance Procedure. When either the Company or the Union request that a grievance be submitted to arbitration, then the Arbitrator such request shall be selected by made in writing addressed to the New York, New York office of the AAA. The Arbitrator may proceed other party to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, the Arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and shall at the same time appoint a nominee. Within five (b5) grant working days thereafter the other party shall appoint a nominee. The two nominees so appointed shall choose a third arbitrator who will act as Chairman of the Board. If within twenty (20) working days they fail to agree upon an impartial arbitrator such impartial arbitrator shall, at the request of either of the appointed nominees, be appointed by the Ministry of Labour for the Province of Ontario. Should the three person Board of Arbitration not arrive at the majority decision, the decision of the Chairman shall become the decision of the Board, and the decision of the Board shall be final and binding on both the Company and the Union. The Board of Arbitration shall not have any temporary, preliminary power to alter or permanent equitable remedy or relief change any of the arbitrator deems just and equitable and within the scope provisions of this Agreement, including an injunction nor to substitute any new provisions for any existing provisions, or to give any decision inconsistent with the terms and provisions of this Agreement. In cases involving discharge or suspension, however, the Board may uphold the Company's action in discharging or suspending the employee, or may order for specific performance. The award reinstatement of the Arbitrator shall be discharged or suspended employee with full compensation for time lost, or may issue such other decision within these limits which, in the sole Board's opinion, is just and exclusive remedy equitable in the circumstances. Each of the Partiesparties hereto will bear the expenses of the nominee appointed by it, and the Parties hereby expressly agree to waive parties will jointly and equally bear the right to appeal from the decisions expenses of the Arbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision Chairman of the ArbitratorArbitration Board. Judgment The parties may elect, on consent, to submit a grievance to a single arbitrator, who shall have the award rendered by same powers of a Board of Arbitration as set out herein. The parties will jointly and equally bear the Arbitrator expenses of the single arbitrator. The time limits specified therein may be enforced in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awardsextended by mutual agreement.

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 Article 13 will be held in New York, New York, United States unless another location is mutually agreed by the Parties. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The Parties shall mutually agree on the rules to govern discovery and the rules of evidence for the arbitration within [**] days after the Arbitration Request. If the Parties fail to timely agree to such rules, the United States Federal Rules of Civil Procedure will govern discovery and the United States Federal Rules of Evidence will govern evidence for the arbitration. The arbitration will be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”)arbitrators. If the Parties fail to agree on a mutually acceptable Arbitrator arbitrator within [**] days after the Arbitration Request, then the Arbitrator arbitrator shall be selected by the New York, New York office of the AAA. The Arbitrator arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator arbitrator shall, within [**] days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute specific matter which the Parties have referred to arbitration for resolution and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.211.5, the Arbitrator arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) . The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator arbitrator shall be the sole and exclusive remedy of the Parties, except for those remedies that are set forth in this Agreement or which apply to a Party by operation of the applicable provisions of this Agreement, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitratorarbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorarbitrator. Judgment on the award rendered by the Arbitrator arbitrator may be enforced in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

Arbitration Procedure. Any arbitration pursuant If the parties in this Agreement are unable to resolve any dispute arising out of or relating to this Section 13.2 Agreement, either party, may refer such dispute for resolution by final and binding arbitration. The party submitting a dispute to arbitration shall give notice thereof to each other party to such dispute and to the President of the American Arbitration Association, who shall select an arbitrator (the "Arbitrator") who (i) has expertise and at least five years' experience in matters directly involved with the type of services to be performed under this Agreement in the geographic area in which the obligations hereunder are to be performed, (ii) certifies to all parties that he/she is independent of the parties to the dispute and will be held able to render an impartial decision, and (iii) agrees to proceed in New York, New York, United States unless another location is mutually agreed by accordance with the Partiesapplicable provisions of this Section 7.1. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator shall be selected by hold one or more hearings to begin within fifteen (15) days of his/her selection, shall furnish a written decision within forty-five (45) days of his/her selection, and shall provide an opinion demonstrating the New York, New York office of the AAAbasis for such decision. The Arbitrator may proceed also attempt to an mediate the dispute between parties if requested to do so by both of the parties. The parties hereto agree to exchange promptly any and all relevant documentation as the Arbitrator may order. All arbitration proceedings hereunder shall be conducted in private, and each party hereby agrees to maintain the confidentiality of the enforcement of the award, notwithstanding the failure of either Party . All arbitration hearings or mediation sessions are to participate be held in the proceedingsChillicothe, Ohio area unless otherwise agreed by the parties, and arbitration hearings need not be conducted in accordance with formal rules of evidence. The Arbitrator shall be limited in may determine the scope of his or her authority to resolving only the Arbitration Dispute and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2procedure for hearings which may, the Arbitrator shall be authorized to but need not, include (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form direct testimony of damages, or to reform, modify or materially change this Agreement, and witnesses; (b) grant any temporary, preliminary cross-examination of witnesses; (c) submission of sworn statement or permanent equitable remedy or relief the arbitrator deems just affidavits; (d) consideration of relevant documents; and equitable and within the scope (e) consideration of this Agreement, including an injunction or order for specific performance. The award of other matters which the Arbitrator shall considers to be the sole and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitrator. Judgment on the award rendered by the Arbitrator may be enforced helpful in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awardsmaking his/her decision.

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 Article 13 will be held in New York, New York, United States unless another location is mutually agreed by the Parties. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The Parties shall mutually agree on the rules to govern discovery and the rules of evidence for the arbitration within [**] days after the Arbitration Request. If the Parties fail to timely agree to such rules, the United States Federal Rules of Civil Procedure will govern discovery and the United States Federal Rules of Evidence will govern evidence for the arbitration. The arbitration will be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”)arbitrators. If the Parties fail to agree on a mutually acceptable Arbitrator arbitrator within [**] days after the Arbitration Request, then the Arbitrator arbitrator shall be selected by the New York, New York office of the AAA. The Arbitrator arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator arbitrator shall, within [**] days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute specific matter which the Parties have referred to arbitration for resolution and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.212.5, the Arbitrator arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) . The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator shall be the sole and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitratorarbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorarbitrator. Judgment on the award rendered by the Arbitrator arbitrator may be enforced in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 will Discovery shall be under the U.S. Federal Rules of Civil Procedure then in effect in the District Court for the [ * ]. The Arbitration shall be held in New York, New York, United States unless another location is mutually agreed by [ * ] under the Partiesrules of the American Arbitration Association ("AAA"). The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will shall be conducted by a single arbitrator [ * ] arbitrators who are knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) dispute. [ * ] The arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator shall be selected by the New York, New York office of the AAA. The Arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in arbitrators shall, within [ * ] calendar days after the scope conclusion of his or her authority to resolving only the Arbitration Dispute arbitration hearing, issue a written award and shall not have authority to render statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any decision or award on any other issuesdamages awarded. Subject to Section 11.5 and 13.2.2, the Arbitrator The arbitrators shall be authorized to (a) award compensatory damages, but shall not NOT be authorized to award punitive, special, consequential, non-economic damages or any other similar form of punitive damages, or to reform, modify or materially change this Agreement, and (b) Agreement or any other agreements contemplated hereunder. The arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems arbitrators deem just and equitable and within the scope of this Agreement, including including, without limitation, an injunction or order for specific performance. The award of the Arbitrator arbitrators shall be the sole and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitrator. Judgment on the award rendered by the Arbitrator arbitrators may be enforced in any court having competent jurisdiction thereof, subject only to revocation on grounds of fraud or clear bias on the part of the award on grounds set forth arbitrators. Notwithstanding anything contained in this Section 15.2 to the United Nations Convention on contrary, each Party shall have the Recognition and Enforcement of Foreign Arbitral Awardsright to institute judicial proceedings against the other Party or anyone acting by, through or under such other Party, in order to enforce the instituting Party's rights hereunder through specific performance, injunction or similar equitable relief. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Arbitration Procedure. Any The arbitration pursuant to this Section 13.2 will shall be held in New YorkBoston, New YorkMassachusetts, United States unless another location is mutually agreed by the Parties. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will shall be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”)arbitrators. If the Parties fail to agree on a mutually acceptable Arbitrator arbitrator within [**] thirty (30) days after the Arbitration Request, then the Arbitrator arbitrator shall be selected by the New York, New York office of the AAAICRD. The Arbitrator arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator arbitrator shall, within thirty (30) days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute specific matter which the Parties have referred to arbitration for resolution and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, the Arbitrator The arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, except as provided for in Section 12.5, or to reform, modify or materially change this Agreement, and (b) . The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator shall be the sole and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitratorarbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorarbitrator. Judgment on the award rendered by the Arbitrator arbitrator may be enforced in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

Arbitration Procedure. Any The arbitration shall be conducted pursuant to the applicable statutes of the Commonwealth of Massachusetts in effect at the time, and in the manner specified herein and to the extent not inconsistent with such statutes and this Section 13.2 will be held section, in New York, New York, United States unless another location is mutually agreed by accordance with the PartiesExpedited Procedures included within the Commercial Dispute Resolution Procedures of the American Arbitration Association at the time in effect. The arbitration will shall be governed held within ten (10) Operating Days after the selection of the third arbitrator. If the arbitrators are able to reach a decision by agreement of at least two (2) of the United States Arbitration Actthree (3) arbitrators, 9 U.S.C. §§ 1-16, to then such decision shall be the exclusion decision of any inconsistent state Lawthe arbitrators. The arbitration will be conducted by a single arbitrator knowledgeable in If the subject matter at issue in the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators are not able to reach a decision by agreement of at least two (such single arbitrator or panel, 2) of the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Requestthree (3) arbitrators, then the Arbitrator shall be selected by the New York, New York office of the AAA. The Arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, the Arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator shall be the sole and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorthird arbitrator shall be the decision of the arbitrators. The arbitrators shall issue their decision within ten (10) Operating Days after the conclusion of the arbitration hearing. The arbitrators shall have no power to vary or modify the provisions of this Lease or to award damages and their jurisdiction is limited accordingly. Judgment on upon the award rendered by the Arbitrator may be enforced entered in any court having competent jurisdiction thereof. Each party shall bear the expense of its own counsel and witnesses and the arbitrator appointed by it. Landlord and Tenant shall share equally the cost of arbitration and the fees, subject only if any, to revocation of be paid to the award third arbitrator. EXECUTED in one or more counterparts by persons or officers hereunto duly authorized on grounds the Date set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.Section 1.2 above. WITNESS: LANDLORD: KINGSTON BEDFORD JOINT VENTURE LLC By: OTR/MSGW Lincoln LLC, Manager By: /s/ XXXX X. XXXXX III By: /s/ XXXX X. XXXXX III TENANT: SSB REALTY LLC By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 will The Arbitration shall be held in New York, New York, the continental United States unless another location is mutually agreed by under the Partiesrules of the American Arbitration Association (“AAA”). The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will shall be conducted by a single arbitrator three (3) arbitrators who are knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three dispute. One (31) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator shall will be selected by the New YorkCompany, New York office one (1) arbitrator will be selected by Axcan, and the third arbitrator will be selected by mutual agreement of the AAAtwo (2) arbitrators selected by the Parties. The Arbitrator arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in arbitrators shall, within fifteen (15) calendar days after the scope conclusion of his or her authority to resolving only the Arbitration Dispute arbitration hearing, issue a written award and shall not have authority to render statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any decision or award on any other issuesdamages awarded. Subject to Section 11.5 and 13.2.2, the Arbitrator The arbitrators shall be authorized to (a) award compensatory damages, but shall not be authorized to award non-economic damages or punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) . The arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems arbitrators deem just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator arbitrators shall be the sole and exclusive remedy of the PartiesParties (except for those remedies set forth in this Agreement), and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitratorarbitrators, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorarbitrators. Judgment on the award rendered by the Arbitrator arbitrators may be enforced in any court having competent jurisdiction thereof, subject only to revocation on grounds of fraud or clear bias on the part of the award on grounds set forth arbitrators. Notwithstanding anything contained in this Section 7.5 to the United Nations Convention on contrary, each Party shall have the Recognition and Enforcement of Foreign Arbitral Awardsright to institute judicial proceedings against the other Party or anyone acting by, through or under such other Party, in order to enforce the instituting Party’s rights hereunder through specific performance, injunction or similar equitable relief.

Arbitration Procedure. Any The arbitration pursuant to this Section 13.2 will shall be held in New YorkBoston, New YorkMassachusetts, United States unless another location is mutually agreed by the Parties. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will shall be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”)arbitrators. If the Parties fail to agree on a mutually acceptable Arbitrator arbitrator within [**] thirty (30) days after the Arbitration Request, then the Arbitrator arbitrator shall be selected by the New York, New York office of the AAAICRD. The Arbitrator arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator arbitrator shall, within thirty (30) days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute specific matter which the Parties have referred to arbitration for resolution and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, the Arbitrator The arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, except as provided in Section 15.4, or to reform, modify or materially change this Agreement, and (b) . The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator shall be the sole and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitratorarbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorarbitrator. Judgment on the award rendered by the Arbitrator arbitrator may be enforced in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 ARTICLE 13 will be held in New York, New York, United States unless another location is mutually agreed by the Parties. The arbitration will be governed by under the United States Arbitration Act, 9 U.S.C. §§ 1-16rules of the International Chamber of Commerce, to the exclusion of any inconsistent state Law. The arbitration will be conducted by a single arbitrator knowledgeable in Parties shall mutually agree on the subject matter at issue in rules to govern discovery and the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have rules of evidence for the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request. If the Parties fail to timely agree to such rules, then the Arbitrator shall be selected by United States Federal Rules of Civil Procedure will govern discovery and the New York, New York office United States Federal Rules of Evidence will govern evidence for the AAAarbitration. The Arbitrator arbitration will be conducted by three (3) arbitrators, of which each Party shall appoint one, and the arbitrators so appointed will select the third and final arbitrator. The arbitrators shall have experience of pharmaceutical licensing disputes. The arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator arbitrator shall, within [**] days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute specific matter which the Parties have referred to arbitration for resolution and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.211.5, the Arbitrator arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify modify, or materially change this Agreement, and (b) . The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator arbitrator shall be the sole and exclusive remedy of the Parties, except for those remedies that are set forth in this Agreement or which apply to a Party by operation of the applicable provisions of this Agreement, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitratorarbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorarbitrator. Judgment on the award rendered by the Arbitrator arbitrator may be enforced in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

Arbitration Procedure. Any The arbitration pursuant to this Section 13.2 will shall be held in New YorkWilmington, New YorkDelaware, United States unless another location is mutually agreed by under the Partiesrules of the American Arbitration Association (“AAA”). Discovery shall be under the U.S. Federal Rules of Civil Procedure then in effect in the District Court for the District of Delaware. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will shall be conducted by a single arbitrator three (3) arbitrators who are knowledgeable in the subject matter at issue in the Arbitration Dispute dispute. One (1) arbitrator will be selected by IOENGINE, one (1) arbitrator will be selected by GlassBridge, and acceptable to both Parties; provided however that, the Parties may third arbitrator will be selected by mutual agreement elect to have of the arbitration conducted by a panel of three two (32) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator shall be selected by the New York, New York office of the AAAParties. The Arbitrator arbitrators may proceed to an award, notwithstanding the failure of either any Party to participate in the proceedings. The Arbitrator shall be limited in arbitrators shall, within fifteen (15) days after the scope conclusion of his or her authority to resolving only the Arbitration Dispute arbitration hearing, issue a written award and shall not have authority to render statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any decision or award on any other issuesdamages awarded. Subject to Section 11.5 and 13.2.2, the Arbitrator The arbitrators shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, non-economic damages or any other similar form of punitive damages, or to reform, modify modify, or materially change this AgreementAgreement or any other agreements contemplated hereunder, and (b) or to adjudge the validity, enforceability, or ownership of any IOENGINE Patent. The arbitrators also shall be authorized to grant any temporary, preliminary preliminary, or permanent equitable remedy or relief the arbitrator deems arbitrators deem just and equitable and within the scope of this Agreement, including including, without limitation, an injunction or order for specific performance. The arbitrators’ award of the Arbitrator shall be the sole and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitrator. Judgment on the award rendered by the Arbitrator arbitrators may be enforced in any court having competent jurisdiction thereof, subject only to revocation on grounds of fraud or clear bias on the part of the award on grounds set forth arbitrators. Notwithstanding anything contained in this Section 9 to the United Nations Convention on contrary, each Party shall have the Recognition and Enforcement of Foreign Arbitral Awardsright to institute judicial proceedings against the other Parties or anyone acting by, through, or under such other Parties, in order to enforce the instituting Party’s rights hereunder through specific performance, injunction, or similar equitable relief.

Arbitration Procedure. Any arbitration Disputes that have not been amicably resolved pursuant to Section 15.2 within the [...***...] time period specified therein shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) before a tribunal comprised of three arbitrators. Each Party shall nominate one arbitrator and within [...***...] of the second arbitrator’s appointment, the two party-nominated arbitrators shall nominate the third arbitrator, who shall serve as president of the tribunal. The arbitrators shall have experience in pharmaceutical licensing disputes. An arbitrator shall be deemed to meet *** Confidential Treatment Requested this Section 13.2 qualification unless a Party objects within [...***...] after the arbitrator is nominated. The seat, or legal place, or will be held in New YorkXxx Xxxx Xxxx, New YorkXxx Xxxx, United States unless another location is mutually agreed by the PartiesXxxxxx Xxxxxx. The language of the arbitration will shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state LawEnglish. The arbitration will be conducted by a single arbitrator knowledgeable in Parties shall mutually agree on the subject matter at issue in rules to govern discovery and the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have rules of evidence for the arbitration conducted by a panel within [...***...] after the commencement of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”)arbitration. If the Parties fail to timely agree on a mutually acceptable Arbitrator within [**] days after to such rules, the Arbitration Request, then United States Federal Rules of Civil Procedure will govern discovery and the Arbitrator shall be selected by United States Federal Rules of Evidence will govern evidence for the New York, New York office of the AAA. The Arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute and shall not have authority to render any decision or award on any other issuesarbitration. Subject to Section 11.5 and 13.2.213.5, the Arbitrator arbitrators shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify modify, or materially change this Agreement, and (b) . The arbitrators shall also be authorized to grant any temporary, preliminary or permanent equitable remedy remedies or relief the arbitrator deems just and equitable and within the scope of this Agreementrelief, including an injunction or order for specific performance. The award of the Arbitrator arbitrators shall be the sole and exclusive remedy of the Parties, except for those remedies that are set forth in this Agreement or which apply to a Party by operation of the applicable provisions of this Agreement, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitratorarbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorarbitrator. Judgment on the award rendered by the Arbitrator arbitrators may be enforced entered in any court having of competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awardsjurisdiction.

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 Article 13 will be held in New York, New York, the continental United States unless another at a location is mutually to be agreed by the PartiesParties and under the rules of the American Arbitration Association (“AAA”). The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Lawlaws. The Parties shall mutually agree the rules to govern discovery and the rules of evidence for the arbitration. In the event the parties fail to agree promptly to such rules, The United States Federal Rules of Civil Procedure will govern discovery and the rules of evidence for the arbitration. The arbitration will be conducted by a single arbitrator three (3) arbitrators who are knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable dispute. The Parties will attempt to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of select three (3) arbitrators (such single arbitrator or panel, that are each acceptable to both Parties. In the “Arbitrator”). If event the Parties fail to agree promptly on a mutually three mutually-acceptable Arbitrator within [**] days after the Arbitration Requestarbitrators, then the Arbitrator shall one (1) arbitrator will be selected by Dynavax, one (1) arbitrator will be selected by GSK, and the New York, New York office third arbitrator will be selected by mutual agreement of the AAAtwo (2) arbitrators selected by the Parties. The Arbitrator arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator arbitrators shall, within fifteen (15) days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrators shall be limited in the scope of his or her their [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. authority to resolving only the Arbitration Dispute specific matter which the Parties have referred to arbitration for resolution and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, the Arbitrator The arbitrators shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) . The arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems arbitrators deem just and equitable and within the scope of this Agreement, including including, without limitation, an injunction or order for specific performance. The award of the Arbitrator arbitrators shall be the sole and exclusive remedy of the Parties, except for those remedies that are set forth in this Agreement or which apply to a Party by operation of the applicable provisions of this Agreement, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitratorarbitrators, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorarbitrators. Judgment on the award rendered by the Arbitrator arbitrators may be enforced in any court having competent jurisdiction thereof, subject only to revocation on grounds of fraud or clear bias on the part of the award on grounds set forth arbitrators. Notwithstanding anything contained in this Section 13.2 to the United Nations Convention on contrary, each Party shall have the Recognition and Enforcement of Foreign Arbitral Awardsright to institute judicial proceedings against the other Party or anyone acting by, through or under such other Party, in order to seek to enforce the instituting Party’s rights hereunder through specific performance, injunction or similar equitable relief.

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 will The Arbitration shall be held in New York, New York, the continental United States unless another location is mutually agreed by under the Partiesrules of the American Arbitration Association (“AAA”). The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law* Confidential treatment requested. The arbitration will shall be conducted by a single arbitrator three (3) arbitrators who are knowledgeable in the subject matter at issue in the Arbitration Dispute dispute. One (1) arbitrator will be selected by Mpex, one (1) arbitrator will be selected by Axcan, and acceptable to both Parties; provided however that, the Parties may third arbitrator will be selected by mutual agreement elect to have of the arbitration conducted by a panel of three two (32) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator shall be selected by the New York, New York office of the AAAParties. The Arbitrator arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in arbitrators shall, within fifteen (15) calendar days after the scope conclusion of his or her authority to resolving only the Arbitration Dispute arbitration hearing, issue a written award and shall not have authority to render statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any decision or award on any other issuesdamages awarded. Subject to Section 11.5 and 13.2.2, the Arbitrator The arbitrators shall be authorized to (a) award compensatory damages, but shall not be authorized to award non-economic damages or punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) . The arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems arbitrators deem just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator arbitrators shall be the sole and exclusive remedy of the PartiesParties (except for those remedies set forth in this Agreement), and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitratorarbitrators, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorarbitrators. Judgment on the award rendered by the Arbitrator arbitrators may be enforced in any court having competent jurisdiction thereof, subject only to revocation on grounds of fraud or clear bias on the part of the award on grounds set forth arbitrators. Notwithstanding anything contained in this Section 11.2 to the United Nations Convention on contrary, each Party shall have the Recognition and Enforcement of Foreign Arbitral Awardsright to institute judicial proceedings against the other Party or anyone acting by, through or under such other Party, in order to enforce the instituting Party’s rights hereunder through specific performance, injunction or similar equitable relief.

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 Article 13 will be held in New York, New York, United States unless another location is mutually agreed by the Parties. The arbitration will be governed by under the United States Arbitration Act, 9 U.S.C. §§ 1-16rules of the International Chamber of Commerce, to the exclusion of any inconsistent state Law. The Parties shall mutually agree on the rules to govern discovery and the rules of evidence for the arbitration will be conducted by a single arbitrator knowledgeable in the subject matter at issue in within forty-five (45) days after the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”)Request. If the Parties fail to timely agree on a mutually acceptable Arbitrator within [**] days after to such rules, the Arbitration Request, then United States Federal Rules of Civil Procedure will govern discovery and the Arbitrator shall be selected by United States Federal Rules of Evidence will govern evidence for the New York, New York office of the AAAarbitration. The Arbitrator arbitration will be conducted by three (3) arbitrators, of which each Party shall appoint one, and the arbitrators so appointed will select the third and final arbitrator. The arbitrators shall have experience of pharmaceutical licensing disputes. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator arbitrators shall, within thirty (30) days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrators shall be limited in the scope of his or her their authority to resolving only the Arbitration Dispute specific matter which the Parties have referred to arbitration for resolution and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.211.5, the Arbitrator arbitrators shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify modify, or materially change this Agreement, and (b) . The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator arbitrators shall be the sole and exclusive remedy of the Parties, except for those remedies that are set forth in this Agreement or which apply to a Party by operation of the applicable provisions of this Agreement, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitratorarbitrators, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorarbitrators. Judgment on the award rendered by the Arbitrator arbitrators may be enforced in any court having ||| competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 will The Arbitration shall be held in New YorkWilmington, New York, United States unless another location is mutually agreed Delaware by JAMS pursuant to the PartiesComprehensive Arbitration Rules and Procedures of JAMS then in effect (the “JAMS Rules”). The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will shall be conducted by a single arbitrator [ * ] who are knowledgeable in the subject matter at issue in the Arbitration Dispute dispute. [ * ]will be selected by Anacor, [ * ] will be selected by Medicis, and acceptable to both Parties; provided however that, the Parties may [ * ] will be selected by mutual agreement elect to have of the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**[ * ] days after the Arbitration Request, then the Arbitrator shall be selected by the New York, New York office of the AAAParties. The Arbitrator arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in arbitrators shall, within [ * ] after the scope conclusion of his or her authority to resolving only the Arbitration Dispute arbitration hearing, issue a written award and shall not have authority to render statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any decision or award on any other issuesdamages awarded. Subject to Section 11.5 and 13.2.2, the Arbitrator The arbitrators shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, non-economic damages or any other similar form of punitive damages, or to reform, modify or materially change this Agreement, and (b) . The arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems arbitrators deem just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator arbitrators shall be the sole and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorexcept for those remedies set forth in this Agreement). Judgment on the award rendered by the Arbitrator arbitrators may be enforced in any court having competent jurisdiction thereof, subject only to revocation on grounds of fraud or clear bias on the part of the award on grounds set forth arbitrators. Notwithstanding anything contained in this Section 13.2 to the United Nations Convention on contrary, each Party shall have the Recognition and Enforcement of Foreign Arbitral Awardsright to institute judicial proceedings against the other Party or anyone acting by, [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. through or under such other Party, in order to enforce the instituting Party’s rights hereunder through specific performance, injunction or similar equitable relief.

Arbitration Procedure. Any The arbitration pursuant to this Section 13.2 will shall be held in New YorkBoston, New YorkMassachusetts, United States unless another location is mutually agreed by the Parties. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will shall be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”)arbitrators. If the Parties fail to agree on a mutually acceptable Arbitrator arbitrator within [**] thirty (30) days after the Arbitration Request, then the Arbitrator arbitrator shall be selected by the New York, New York office of the AAAICRD. The Arbitrator arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator arbitrator shall, within thirty (30) days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute specific matter which the Parties have referred to arbitration for resolution and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, the Arbitrator The arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, except as provided for in Section 12.5, or to reform, modify or materially change this Agreement, and (b) . The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator shall be the sole and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitratorarbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorarbitrator. Judgment on the award rendered by the Arbitrator arbitrator may be enforced in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.. Exhibit D

Arbitration Procedure. Any In the event that Buyer shall fail to comply with its material obligations under (x) Section 2.3 of this Agreement, or (y) Sections 3 and 4 of the Registration Rights Agreement, in each case within the time periods specified therein, Sellers' Representative may give written notice to Buyer describing such failure to comply in reasonable specificity and demanding that such failure be remedied. If Buyer shall not remedy such failure within ten (10) days after receipt of such notice, Sellers' Representative may notify Buyer in writing of Sellers' Representative's election to submit to arbitration pursuant as provided in this paragraph the matter of Buyer's alleged failure to this comply with its material obligations under such Section 13.2 will or Sections. At the time of such notice by Sellers' Representative, Sellers' Representative shall advise Buyer of the arbitrator selected by Sellers' Representative. Within fifteen (15) days after Sellers' Representative notifies Buyer of such election, Buyer shall select an arbitrator on its behalf, and give notice to Sellers' Representative of such selection. Each arbitrator shall be held in New York, New York, United States unless another location is mutually agreed by the Partiesa disinterested party. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, If within fifteen (15) days after Sellers' Representative notifies Buyer of his election to the exclusion of any inconsistent state Law. The arbitration will be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable arbitrate such dispute Buyer shall have failed to both Parties; provided however thatselect an arbitrator, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single second arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator shall be selected by the New YorkAmerican Arbitration Association, New York office upon the application of Sellers' Representative. A third arbitrator shall be selected by the American Arbitration Association. The parties shall instruct the arbitrators that (i) the arbitrators shall schedule hearings so that within thirty (30) days after the selection of the AAA. The Arbitrator may proceed third arbitrator, Sellers' Representative and Buyer shall submit to an awardthe arbitrators all materials that they deem relevant to the determination of the matter in dispute and (ii) the arbitrators shall render their written decision and award to each party within forty-five (45) days after the appointment of the third arbitrator, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator and such decision shall be limited in accompanied by a written statement of the scope reasons for the decision. In no event shall the arbitrators have any power to vary or modify any of his or her authority to resolving only the Arbitration Dispute and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, the Arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form provisions of damages, or to reform, modify or materially change this Agreement, and (b) grant any temporary, preliminary or permanent equitable remedy or relief . To the arbitrator deems just and equitable and within extent not inconsistent with the scope provisions of this Agreement, including an injunction or order for specific performancethe arbitration shall be conducted in accordance with the rules and procedures of the American Arbitration Association, with the understanding that the parties intend to conclude the arbitration as rapidly as possible. The award decision of the Arbitrator majority of arbitrators so selected shall be final and binding upon both Sellers and Buyer as to the sole and exclusive remedy matters determined. Unless the majority of the Partiesarbitrators decide otherwise, the expenses of the arbitrator selected by each party shall be borne by the party selecting such arbitrator, and the Parties hereby expressly agree expenses of the third arbitrator shall be borne by both parties equally. Subject to waive the second preceding sentence, the provisions of this Article XI shall not be deemed to limit the availability to Sellers or Buyer of any other legal remedies for breach of the other party's contractual obligations. In no event shall Sellers have the right to appeal from require arbitration under this Section 11.1 of a determination of Combined Revenue or the decisions amount of the ArbitratorCompany's and its Subsidiary's Net Worth as of the Closing Date, and there which determinations shall be no appeal to any court made in accordance with Section 2.5 or other authority (government or private) from the decision of the Arbitrator. Judgment on the award rendered by the Arbitrator may be enforced in any court having competent jurisdiction thereofSection 3.6, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awardsrespectively.

Arbitration Procedure. Any dispute arising out of or connected with this Agreement shall be resolved by binding arbitration conducted in Orlando, Florida pursuant to this Section 13.2 will be held in New York, New York, United States unless another location is mutually agreed by the PartiesCommercial Arbitration Rules of the American Arbitration Association. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator There shall be selected by excluded from the New York, New York office of the AAA. The Arbitrator may proceed foregoing agreement to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, the Arbitrator shall be authorized to arbitrate (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, whether the Partners should take an action requiring both Partners’ approval under Section 10; and (b) grant whether the Partnership or Manager should take any temporaryaction or refrain from taking action requiring the approval of the Blackstone Holding II Representatives and the Universal Holding II Representatives. Each party to the dispute shall by notice to the other party name an arbitrator and the two so named shall decide upon the third. The second arbitrator to be appointed must be appointed by notice to the party who appointed the first arbitrator within 10 business days after the notice of the appointment of the first arbitrator, preliminary or permanent equitable remedy or relief failing which the first arbitrator so appointed shall act as the sole arbitrator. If pursuant to the preceding two sentences, two arbitrators have been appointed by the parties and if the two so appointed do not agree upon a third arbitrator, the American Arbitration Association in Orlando shall be requested to submit a list of five persons to serve as the third arbitrator. The parties shall select the third arbitrator from the list submitted, provided that if the parties cannot agree upon the third arbitrator, then the arbitrator deems just and equitable and within shall be selected from the scope list of this Agreement, including an injunction or order for specific performancefive through the process of striking names from the list until one name remains. The award decision of any two of the Arbitrator arbitrators shall be the sole final and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitrator, and there shall be no appeal to binding upon all parties. A judgment upon any court or other authority (government or private) from the decision of the Arbitrator. Judgment on the award rendered by a majority of the Arbitrator arbitrators may be entered and enforced in any court having of competent jurisdiction thereofjurisdiction. Unless the arbitrators determine otherwise (which they shall have the right to do), subject only to revocation all costs and expenses of the arbitrators shall be borne equally by the parties with the exception that the cost of the arbitrator selected by each party shall be paid by the selecting party. The arbitrators may award on grounds set forth the prevailing party all or any portion of its attorneys’ fees and other costs incurred in connection with the proceeding. The arbitrators shall be requested to render an opinion within 60 days after the date the controversy (within 15 days in the United Nations Convention on case of an expedited proceeding) is submitted to them. The above procedures contemplate that there will only be two parties to the Recognition arbitration proceeding; if there are more, and Enforcement the parties cannot agree upon the method of Foreign Arbitral Awardschoosing arbitrators, the method of proceeding shall be determined pursuant to the Commercial Arbitration Rules of the American Arbitration Association.

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 12.2 will be held in New York, New York, United States unless another location is mutually agreed by the Parties. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The Parties shall mutually agree on the rules to govern discovery and the rules of evidence for the arbitration within [**] after the Arbitration Request. If the Parties fail to timely agree to such rules, the United States Federal Rules of Civil Procedure will govern discovery and the United States Federal Rules of Evidence will govern evidence for the arbitration. The arbitration will be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute dispute and acceptable to both Parties; provided however that, that the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”)arbitrators. If the Parties fail to agree on a mutually acceptable Arbitrator arbitrator within [**] days after the Arbitration Request, then the Arbitrator arbitrator shall be selected by the New York, New York office of the AAAAmerican Arbitration Association. The Arbitrator arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator arbitrator shall, within [**] after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute specific matter which the Parties have referred to arbitration for resolution and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.210.5, the Arbitrator arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) . The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator arbitrator shall be the sole and exclusive remedy of the Parties, except for those remedies that are set forth in this Agreement or which apply to a Party by operation of the applicable provisions of this Agreement, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitratorarbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorarbitrator. Judgment on the award rendered by the Arbitrator arbitrator may be enforced in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

Arbitration Procedure. Any The arbitration pursuant to this Section 13.2 will shall be administered by the American Arbitration Association (“AAA”) and be held in New York, New York, United States unless another location is mutually agreed by under the Partiescommercial arbitration rules of the AAA. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will shall be conducted by three (3) arbitrators who shall each (a) be a single arbitrator lawyer of not less than [***] years’ standing who is knowledgeable in the law concerning the subject matter at issue in the Arbitration Dispute dispute, (b) not be or have been an employee, consultant, officer, director or stockholder of either Party or any Affiliate of either Party and acceptable to both Parties; provided however that, the Parties may (c) not have a conflict of interest under any applicable rules of ethics. Each arbitrator shall be selected by mutual agreement elect to have of the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panelParties, the “Arbitrator”). If provided that if the Parties fail to cannot agree on a mutually acceptable Arbitrator the arbitrator within [***] days after Business Days of the relevant Arbitration Request, then the Arbitrator such arbitrator shall be selected by the New York, New York office of the AAA. The Arbitrator arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in arbitrators shall, within [***] calendar days after the scope conclusion of his or her authority to resolving only the Arbitration Dispute arbitration hearing, issue a written award and shall not have authority to render statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any decision or award on any other issuesdamages awarded. Subject to Section 11.5 and 13.2.2, the Arbitrator The arbitrators shall be authorized to (a) award compensatory damages, but shall not be authorized to award non-economic damages or punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) . The arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator arbitrators shall be the sole and exclusive remedy of the PartiesParties (except for those remedies set forth in this Agreement), and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitratorarbitrators, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorarbitrators. Judgment on the award rendered by the Arbitrator arbitrators may be enforced in any court having competent jurisdiction thereof, subject only to revocation on grounds of fraud or clear bias on the part of the award on grounds set forth arbitrators. Notwithstanding anything contained in this Section 13.2 to the United Nations Convention on contrary, each Party shall have the Recognition and Enforcement of Foreign Arbitral Awardsright to institute judicial proceedings against the other Party or anyone acting by, through or under such other Party, in order to enforce the instituting Party’s rights hereunder through specific performance, injunction or similar equitable relief.

Arbitration Procedure. Any arbitration pursuant The party choosing to this Section 13.2 will arbitrate shall give written notice to the other party setting forth the matter to be held arbitrated. If said notice is not served within the fourteen (14) day period specified in New YorkStep 3 of the "Adjustments of Grievance" Section, New Yorkit shall be deemed that the grievance has been satisfactorily adjusted and the right to arbitrate waived. In the event the Union or the Company submits a grievance to arbitration, United States unless another location is mutually agreed a representative selected by the Parties. The arbitration will be governed Union shall meet with a representative selected by the United States Arbitration Act, 9 U.S.C. §§ 1-16, Company within five (5) days of receipt of the above notice and attempt to agree on an arbitrator. In the exclusion of any inconsistent state Law. The arbitration will be conducted by a single event the parties cannot agree on an arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable to both Parties; provided however thatwithin five (5) working days, the Parties may by mutual agreement elect to have parties will petition with the arbitration conducted by Federal Mediation and Conciliation Service for a panel of three seven (37) arbitrators (such single admitted to the National Academy of Arbitrators from which the arbitrator or panelshall be chosen. In the latter case, the “Arbitrator”)petitioner has the first right to strike a name; the other party shall then strike a name. If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator This procedure shall continue alternately until one (1) name remains and that person shall be selected by the New York, New York office arbitrator. The decision of the AAAarbitrator shall be final and binding on all parties. The Arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute and arbitrator shall not have authority the power to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2add to, the Arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequentialsubtract from, or modify any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope terms of this Agreement, including an injunction or order nor to substitute his/her discretion for specific performancethat preserved in the Agreement. The award arbitrator shall be bound entirely by the records presented in the form of evidence presented at the hearing and this Agreement. The decision of the Arbitrator arbitrator shall be final and binding upon the sole parties and exclusive remedy shall be rendered within ninety (90) days of the Parties, hearing. The arbitrator shall have the authority to decide and rule on alleged violations of the Parties hereby expressly agree National Labor Relations Act raised through the grievance process as a result of a deferral of an unfair labor practice charge by the National Labor Relations Board to waive the grievance process. The expense and fees of the Arbitration Process shall be equally split by the parties. Such costs shall be limited to the arbitrator’s fee and expenses. The cost of any additional services required by either party shall be borne by the party requesting the additional services. Neither party has the right to appeal from the decisions of the Arbitrator, and there shall be no appeal to request arbitration on any court or other authority (government or private) from the decision of the Arbitrator. Judgment on the award rendered by the Arbitrator may be enforced subject matter not specifically covered in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awardsthis written agreement.

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 will The Arbitration shall be held in New York, New York, the continental United States unless another location is mutually agreed by under the Partiesrules of the International Institute for Conflict Prevention and Resolution (“CPR”) then in effect. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will shall be conducted by a single arbitrator three (3) arbitrators who are knowledgeable in the subject matter at issue in the Arbitration Dispute dispute. One (1) arbitrator will be selected by Novacea, one (1) arbitrator will be selected by Schering, and acceptable to both Parties; provided however that, the Parties may third arbitrator will be selected by mutual agreement elect to have of the arbitration conducted by a panel of three two (32) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator shall be selected by the New York, New York office of the AAAParties. The Arbitrator arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in arbitrators shall, within fifteen (15) days after the scope conclusion of his or her authority to resolving only the Arbitration Dispute arbitration hearing, issue a written award and shall not have authority to render statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any decision or award on any other issuesdamages awarded. Subject to Section 11.5 and 13.2.2, the Arbitrator The arbitrators shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, non-economic damages or any other similar form of punitive damages, or to reform, modify or materially change this Agreement, and (b) Agreement or any other agreements contemplated hereunder. The arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems arbitrators deem just and equitable and within the scope of this Agreement, including including, without limitation, an injunction or order for specific performance. The award of the Arbitrator arbitrators shall be the sole and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorexcept for those remedies set forth in this Agreement). Judgment on the award rendered by the Arbitrator arbitrators may be enforced in any court having competent jurisdiction thereof, subject only to revocation on grounds of fraud or clear bias on the part of the award on grounds set forth arbitrators. Notwithstanding anything contained in this Section 17.2 to the United Nations Convention on contrary, each Party shall have the Recognition and Enforcement of Foreign Arbitral Awardsright to institute judicial proceedings against the other Party or anyone acting by, through or under such other Party, in order to enforce the instituting Party’s rights hereunder through specific performance, injunction or similar equitable relief. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Arbitration Procedure. Any If a grievance is not otherwise referred to mediation as set forth above, the grieving party may refer it to arbitration pursuant to this Section 13.2 in writing within fourteen (14) days of service of the Step 3 response. If not referred in that time frame, the grievance will be held in New York, New York, United States unless another location deemed to have been resolved on the basis of the Step 3 response and will not be arbitrable. It is mutually understood and agreed that a decision by the Partiesgrieving party not to exercise its right to request arbitration shall be final and binding upon that party, as well as its members or representatives, and further that both parties, through their designated representatives, have authority to settle any grievance at any step. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable to both Parties; provided however thatBy mutual consent, the Parties Union and the Employer may by mutual agreement elect to select a permanent Arbitrator or panel of Arbitrators who shall arbitrate grievances. In the event the parties have not selected and arbitrator or a panel, the arbitration conducted by parties shall request a panel of three (3) seven regional arbitrators (such single arbitrator or panel, from AAA and shall alternately strike from said panel to determine the “Arbitrator”)arbitrator. If The first strike shall be determined by a coin toss. The grieving party shall submit the Parties fail unresolved grievance in writing to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator shall be selected by the New York, New York office of the AAAwith a copy to Employer. The Arbitrator may proceed consider and decide only the particular grievance presented to an awardhim or her in a written stipulation by the Employer and the Union, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator and his/her decision shall be limited in based solely upon an interpretation of the scope of his or her authority to resolving only the Arbitration Dispute and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, the Arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope provisions of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator so appointed shall be final and binding upon the sole parties. The Arbitrator shall have no authority to alter, amend, add to, subtract from or otherwise modify or change the terms and exclusive remedy conditions of this Agreement. Only one grievance shall be submitted to the PartiesArbitrator at a time, unless the parties mutually agree otherwise. The cost of arbitration, which shall include the fees and the Parties hereby expressly agree to waive the right to appeal from the decisions expenses of the Arbitrator, the Court Reporter and there the transcript shall be no appeal to any court or other authority (government or private) from borne by the decision of party whose position is not sustained by the Arbitrator. Judgment on Each party shall pay any fees of its own representatives and witnesses for time lost, as well as any other costs associated with the award rendered presentation of its own case, including the cost of any expert witnesses. Occurrences which form the basis of a grievance prior to the execution date or subsequent to the expiration date of this Agreement shall not be subject to arbitration. The parties agree that the arbitrator shall accept a written statement signed by a resident, patient or family member in lieu of their sworn testimony and it shall carry the Arbitrator same force and effect as if the resident, patient or family member appeared and provided live testimony. In appropriate circumstances, the Employer may be enforced required to present information that the resident, patient or family member does not suffer from a severely impaired cognitive state. The parties agree that neither shall compel a resident, patient or family member to appear as a witness. However, if a resident, patient or family member wishes to appear voluntarily at an arbitration, nothing in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awardsthis Section shall prohibit them from doing so.

Arbitration Procedure. Any dispute (other than the fair market value determination referred to in Section 27) arising out of or connected with this Agreement shall be resolved by binding arbitration conducted in Orlando, Florida pursuant to this Section 13.2 will be held in New York, New York, United States unless another location is mutually agreed by the PartiesCommercial Arbitration Rules of the American Arbitration Association. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator There shall be selected by excluded from the New York, New York office of the AAA. The Arbitrator may proceed forgoing agreement to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, the Arbitrator shall be authorized to arbitrate (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or whether the Partners should take any other similar form of damages, or to reform, modify or materially change this Agreement, action requiring both partners’ approval under Section 10; and (b) grant whether the Partnership should take any temporaryaction or refrain from taking action requiring the approval of the Representatives. Each party to the dispute shall by notice to the other party name an arbitrator and the two so named shall decide upon the third. The second arbitrator to be appointed must be appointed by notice to the party who appointed the first arbitrator within 10 business days after the notice of the appointment of the first arbitrator, preliminary or permanent equitable remedy or relief failing which the first arbitrator so appointed shall act as the sole arbitrator. If pursuant to the preceding two sentences, two arbitrators have been appointed by the parties and if the two so appointed do not agree upon a third arbitrator, the American Arbitration Association in Orlando shall be requested to submit a list of five persons to serve as the third arbitrator. The parties shall select the third arbitrator from the list submitted, provided that if the parties cannot agree upon the third arbitrator, then the arbitrator deems just and equitable and within shall be selected from the scope list of this Agreement, including an injunction or order for specific performancefive through the process of striking names from the list until one name remains. The award decision of any two of the Arbitrator arbitrators shall be the sole final and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitrator, and there shall be no appeal to binding upon all parties. A judgment upon any court or other authority (government or private) from the decision of the Arbitrator. Judgment on the award rendered by a majority of the Arbitrator arbitrators may be entered and enforced in any court having of competent jurisdiction thereofjurisdiction. Unless the arbitrators determine otherwise (which they shall have the right to do), subject only to revocation all costs and expenses of the arbitrators shall be borne equally by the parties with the exception that the cost of the arbitrator selected by each party shall be paid by the selecting party. The arbitrators may award on grounds set forth the prevailing party all or any portion of its attorneys’ fees and other costs incurred in connection with the proceeding. The arbitrators shall be requested to render an opinion within 60 days after the date the controversy (within 15 days in the United Nations Convention on case of an expedited proceeding) is submitted to them. The above procedures contemplate that there will only be two parties to the Recognition arbitration proceeding; if there are more, and Enforcement the parties cannot agree upon the method of Foreign Arbitral Awardschoosing arbitrators, the method of proceeding shall be determined pursuant to the Commercial Arbitration Rules of the American Arbitration Association.

Arbitration Procedure. Any dispute arising out of or connected with this Agreement shall be resolved by binding arbitration conducted in Orlando, Florida pursuant to this Section 13.2 will be held in New York, New York, United States unless another location is mutually agreed by the PartiesCommercial Arbitration Rules of the American Arbitration Association. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator There shall be selected by excluded from the New York, New York office of the AAA. The Arbitrator may proceed foregoing agreement to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, the Arbitrator shall be authorized to arbitrate (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, whether the Partners should take an action requiring both Partners' approval under Section 10; and (b) grant whether the Partnership or Manager should take any temporaryaction or refrain from taking action requiring the approval of the Blackstone Holding II Representatives and the Universal Holding II Representatives. Each party to the dispute shall by notice to the other party name an arbitrator and the two so named shall decide upon the third. The second arbitrator to be appointed must be appointed by notice to the party who appointed the first arbitrator within 10 business days after the notice of the appointment of the first arbitrator, preliminary or permanent equitable remedy or relief failing which the first arbitrator so appointed shall act as the sole arbitrator. If pursuant to the preceding two sentences, two arbitrators have been appointed by the parties and if the two so appointed do not agree upon a third arbitrator, the American Arbitration Association in Orlando shall be requested to submit a list of five persons to serve as the third arbitrator. The parties shall select the third arbitrator from the list submitted, provided that if the parties cannot agree upon the third arbitrator, then the arbitrator deems just and equitable and within shall be selected from the scope list of this Agreement, including an injunction or order for specific performancefive through the process of striking names from the list until one name remains. The award decision of any two of the Arbitrator arbitrators shall be the sole final and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitrator, and there shall be no appeal to binding upon all parties. A judgment upon any court or other authority (government or private) from the decision of the Arbitrator. Judgment on the award rendered by a majority of the Arbitrator arbitrators may be entered and enforced in any court having of competent jurisdiction thereofjurisdiction. Unless the arbitrators determine otherwise (which they shall have the right to do), subject only to revocation all costs and expenses of the arbitrators shall be borne equally by the parties with the exception that the cost of the arbitrator selected by each party shall be paid by the selecting party. The arbitrators may award on grounds set forth the prevailing party all or any portion of its attorneys' fees and other costs incurred in connection with the proceeding. The arbitrators shall be requested to render an opinion within 60 days after the date the controversy (within 15 days in the United Nations Convention on case of an expedited proceeding) is submitted to them. The above procedures contemplate that there will only be two parties to the Recognition arbitration proceeding; if there are more, and Enforcement the parties cannot agree upon the method of Foreign Arbitral Awardschoosing arbitrators, the method of proceeding shall be determined pursuant to the Commercial Arbitration Rules of the American Arbitration Association.

Arbitration Procedure. Any Arbitration of any matter or dispute which under this Lease is specifically to be settled or determined by arbitration pursuant (i.e. SECTION 28.1) shall proceed in the following manner: either party shall notify the other party of its desire to this Section 13.2 will arbitrate the matter or dispute and shall state in said notice the name and address of a person to act as arbitrator hereunder. Within ten (10) business days after the receipt of such notice, the other party shall give notice to the sender of the first-mentioned notice, stating the name and address of a person to act as arbitrator hereunder. The arbitrators so specified in such notices shall be held experienced in New Yorkthe field of the matter in dispute. If within fifteen (15) days following the appointment of the latter of said arbitrators, New Yorksaid two (2) arbitrators shall be unable to agree in respect of the matter in dispute, United States unless another location is mutually agreed the said arbitrators shall appoint by instrument in writing, as third arbitrator, an impartial person similarly experienced, who shall proceed with the two (2) arbitrators first appointed to determine the matter in dispute. The written decision of any two (2) of the arbitrators so appointed shall be binding and conclusive upon the parties hereto. If after notice of the appointment of an arbitrator the other party shall fail within the above-specified period of ten (10) business days to appoint an arbitrator, such appointment of a similarly experienced arbitrator may be made, upon application without notice by the Parties. The arbitration will be governed person who shall have been appointed an arbitrator by any court of competent jurisdiction (the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”"Court"). If the Parties fail two (2) arbitrators aforesaid shall be unable to agree on within fifteen (15) days following the appointment of the latter of said arbitrators upon the matter in dispute and shall fail promptly to appoint in writing a mutually acceptable Arbitrator third arbitrator, the third arbitrator shall be appointed by the Court upon application by either party. If any arbitrator appointed as aforesaid by either of the parties or by said Court or by the other two (2) arbitrators so appointed shall die, be disqualified or incapacitated or shall fail or refuse to act before such matter shall have been determined, a substitute arbitrator shall promptly be appointed by the person or persons who appointed the arbitrator who shall have died, become disqualified or incapacitated or who shall have failed or refused to act as aforesaid, and if a substitute arbitrator is not so named within [**] ten (10) business days after the Arbitration Requestsuch death, then the Arbitrator disqualification, incapacity or failure or refusal to act, such substitute arbitrator shall be selected appointed by the New York, New York office of the AAA. The Arbitrator may proceed to an award, notwithstanding the failure Court upon application of either Party to participate in the proceedings. The Arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, the Arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator shall be the sole and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitrator. Judgment on the award rendered by the Arbitrator may be enforced in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awardsparty.

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 will The Arbitration shall be held in New York, New York, the continental United States unless another location is mutually agreed by under the Partiesrules of the American Arbitration Association (“AAA”). The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will shall be conducted by a single arbitrator three (3) arbitrators who are knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three dispute. One (31) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator shall will be selected by the New YorkCompany, New York office one (1) arbitrator will be selected by Axcan, and the third arbitrator will be selected by mutual agreement of the AAAtwo (2) arbitrators selected by the Parties. The Arbitrator arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in arbitrators shall, within fifteen (15) calendar days after the scope conclusion of his or her authority to resolving only the Arbitration Dispute arbitration hearing, issue a written award and shall not have authority to render statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any decision or award on any other issuesdamages awarded. Subject to Section 11.5 and 13.2.2, the Arbitrator The arbitrators shall be authorized to (a) award compensatory damages, but shall not be authorized to award non-economic damages or punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) . The arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems arbitrators deem just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator arbitrators shall be the sole and exclusive remedy of the PartiesParties (except for those remedies set forth in this Agreement), and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitratorarbitrators, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorarbitrators. Judgment on the award rendered by the Arbitrator arbitrators may be enforced in any court having competent jurisdiction thereof, subject only to revocation on grounds of fraud or clear bias on the part of the award on grounds set forth arbitrators. Notwithstanding anything contained in this Section 5.2 to the United Nations Convention on contrary, each Party shall have the Recognition and Enforcement of Foreign Arbitral Awardsright to institute judicial proceedings against the other Party or anyone acting by, through or under such other Party, in order to enforce the instituting Party’s rights hereunder through specific performance, injunction or similar equitable relief.

Arbitration Procedure. Any arbitration pursuant If either party requests that a grievance be submitted to Arbitration, the request shall be in writing addressed to the other party to this Section 13.2 will Agreement and shall contain the name of the first party's nominee to the Board of Arbitration. The other party to this Agreement shall, within ten (10) days thereafter designate its nominee to the Board of Arbitration. The two (2) so nominated shall endeavour, within ten (10) days after the appointment of the second of them, to agree upon a third person to act as Chairperson of the Board of Arbitration. If the nominees are unable to agree upon a third person as Chairperson within ten days after the appointment of the second one to them, then either party may request the Ministry of Labour for the Province of Ontario to appoint a third person as Chairperson of the Board of Arbitration. The said two (2) nominees first appointed shall be held at liberty, prior to the appointment of the Chairperson, to discuss the grievance submitted to arbitration with a view to the mutual settlement. No matter may be submitted to arbitration which has not been properly carried through all previous steps of the Grievance Procedure within the time limit in New Yorkthe manner provided. No person may be appointed as an arbitrator who has been involved in an attempt to negotiate or settle the grievance. Each of the parties shall pay the expense of their own nominee and one-half of the fees and the expenses, New Yorkif any, United States unless another location is mutually agreed of the Chairperson. The Board of Arbitration shall have no power to alter or change any of the provisions of this Agreement or to substitute any new provision for existing provisions nor to deal with any matter not covered by this Agreement. The decision of any Board of Arbitration shall be consistent with the terms and provisions of this Agreement. Proceedings before the arbitrators shall be expedited by the Partiesparties hereto. The arbitration will decision of the Board of Arbitration shall be governed by final and binding on both parties to this Agreement. Any grievance involving the United States Arbitration Act, 9 U.S.C. §§ 1-16, interpretation or application of this contract which has been disposed of hereunder shall not be made the subject of another grievance. Nothing this Agreement shall prevent the parties to the exclusion of any inconsistent state Law. The arbitration will be conducted by this Agreement from agreeing on a single arbitrator knowledgeable in the subject to hear and decide any matter at issue in the Arbitration Dispute and acceptable which may be referred to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”)arbitration. If the Parties fail parties agree to agree on the use of a mutually acceptable Arbitrator within [**] days after the Arbitration Request, single arbitrator then the Arbitrator cost of such arbitrator shall be selected shared equally by the New York, New York office parties. At any stage of the AAA. The Arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in the scope of his complaint or her authority to resolving only the Arbitration Dispute and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2grievance procedure including arbitration, the Arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) grant any temporary, preliminary or permanent equitable remedy or relief parties may have the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award assistance of the Arbitrator shall employee or the employees concerned as witnesses and all reasonable arrangements will be made to permit the sole and exclusive remedy conferring parties of the Parties, and Board of Arbitration to view any working condition which may be relevant to the Parties hereby expressly agree to waive the right to appeal from the decisions settlement of the Arbitrator, grievance at a reasonable time and there shall be no appeal so as not to any court or other authority (government or private) from interfere with the decision function of the Arbitrator. Judgment on the award rendered by the Arbitrator may be enforced in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral AwardsNursing Home.

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 will be held in New York, New York, United States unless another location is mutually agreed by the Parties. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will shall be conducted by a single arbitrator three (3) arbitrators who are knowledgeable in the subject matter at issue in the Arbitration Dispute dispute. One (1) arbitrator will be selected by Ligand, one (1) arbitrator will be selected by GSK, and acceptable to both Parties; provided however that, the Parties may third arbitrator will be selected by mutual agreement elect to have of the arbitration conducted by a panel of three two (32) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator shall be selected by the New YorkParties. The arbitration shall be held in Research Triangle Park, New York office North Carolina under the rules of the AAAAmerican Arbitration Association if commenced by Ligand and in San Diego, California under the rules of the American Arbitration Association if commenced by GSK. The Arbitrator arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator arbitrators shall be limited in issue a written award and statement of decision describing the scope essential findings and conclusions on which the award is based, including the calculation of his or her authority to resolving only the Arbitration Dispute and shall not have authority to render any damages awarded. The decision or award on rendered by the Arbitrators shall be final and non-appealable, and judgment may be entered upon it in accordance with applicable law in the jurisdiction in which the arbitration has been held or any other issuescourt of competent jurisdiction. Subject to Section 11.5 and 13.2.2, the Arbitrator The arbitrators shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, non-economic damages or any other similar form of punitive damages, or to reform, modify or materially change this Agreement, and (b) Agreement or any other agreements contemplated hereunder. The arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems arbitrators deem just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator arbitrators shall be the sole and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitrator. Judgment on the award rendered by the Arbitrator arbitrators may be enforced in any court having competent jurisdiction thereof, subject only to revocation on grounds of fraud or clear bias on the part of the award on grounds set forth arbitrators. Notwithstanding anything contained in this Section 11.3 to the United Nations Convention on contrary, each Party shall have the Recognition and Enforcement of Foreign Arbitral Awardsright to institute judicial proceedings against the other Party or anyone acting by, through or under such other Party, in order to preserve the status quo or to enforce the instituting Party’s rights hereunder through specific performance, injunction or similar equitable relief.

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 Article 13 will be held in New York, New York, the continental United States unless another at a location is mutually to be agreed by the PartiesParties and under the rules of the American Arbitration Association (“AAA”). The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Lawlaws. The Parties shall mutually agree the rules to govern discovery and the rules of evidence for the arbitration. In the event the parties fail to agree promptly to such rules, The United States Federal Rules of Civil Procedure will govern discovery and the rules of evidence for the arbitration. The arbitration will be conducted by a single arbitrator three (3) arbitrators who are knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable dispute. The Parties will attempt to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of select three (3) arbitrators (such single arbitrator or panel, that are each acceptable to both Parties. In the “Arbitrator”). If event the Parties fail to agree promptly on a mutually three mutually-acceptable Arbitrator within [**] days after the Arbitration Requestarbitrators, then the Arbitrator shall one (1) arbitrator will be selected by Dynavax, one (1) arbitrator will be selected by GSK, and the New York, New York office third arbitrator will be selected by mutual agreement of the AAAtwo (2) arbitrators selected by the Parties. The Arbitrator arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator arbitrators shall, within fifteen (15) days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrators shall be limited in the scope of his or her their authority to resolving only the Arbitration Dispute specific matter which the Parties have referred to arbitration for resolution and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, the Arbitrator The arbitrators shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) . The arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems arbitrators deem just and equitable and within the scope of this Agreement, including including, without limitation, an injunction or order for specific performance. The award of the Arbitrator arbitrators shall be the sole and exclusive remedy of the Parties, except for those remedies that are set forth in this Agreement or which apply to a Party by operation of the applicable provisions of this Agreement, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitratorarbitrators, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorarbitrators. Judgment on the award rendered by the Arbitrator arbitrators may be enforced in any court having competent jurisdiction thereof, subject only to revocation on grounds of fraud or clear bias on the part of the award on grounds set forth arbitrators. Notwithstanding anything contained in this Section 13.2 to the United Nations Convention on contrary, each Party shall have the Recognition and Enforcement of Foreign Arbitral Awardsright to institute judicial proceedings against the other Party or anyone acting by, through or under such other Party, in order to seek to enforce the instituting Party’s rights hereunder through specific performance, injunction or similar equitable relief.

Arbitration Procedure. Any If either party requests that a grievance be submitted to arbitration pursuant the request shall be in writing addressed to the other party of the grievance and shall contain the name of the party's nominee to the Board of Arbitration. The other party to the Agreement shall within ten days thereafter nominate its member to the Board of Arbitration and the two (2) so nominated shall within ten (10) days after their appointment to agree upon a third person to act as Chairperson of the Board of Arbitration. If the parties are unable to agree upon a third person within ten days after their appointment, then a third person shall be appointed by the Chairperson, Ontario Arbitration Commission. The said two (2) arbitrators first appointed shall be at liberty prior to the appointment of the third arbitrator to discuss the grievance submitted to arbitration with a view to the mutual settlement of the grievance so submitted by the parties. No matter may be submitted to arbitration which has not been properly carried through all previous steps of the Grievance Procedure within the time limit in the manner provided. No person may be appointed as an arbitrator who has been involved in an attempt to negotiate or settle the grievance. Each of the parties shall pay the expense of their own nominee and one-half of the fees and the expenses, if any, of the Chairperson. The Board of Arbitration shall have no power to alter or change any of the provisions of this Agreement or to substitute any new provision for existing provisions nor to deal with any matter not covered by this Agreement. The decision of any Board of Arbitration shall be consistent with the terms and provisions of this Agreement. Proceedings before the arbitrators shall be expedited by the parties hereto. The decision of the Board of Arbitration shall be final and binding on both parties to this Section 13.2 will Agreement. Any grievance involving the interpretation or application of this contract which has been disposed of hereunder shall not be held in New York, New York, United States unless made the subject of another location is mutually agreed by grievance. Nothing this Agreement shall prevent the Parties. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, parties to the exclusion of any inconsistent state Law. The arbitration will be conducted by this Agreement from agreeing on a single arbitrator knowledgeable in the subject to hear and decide any matter at issue in the Arbitration Dispute and acceptable which may be referred to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”)arbitration. If the Parties fail parties agree to agree on the use of a mutually acceptable Arbitrator within [**] days after the Arbitration Request, single arbitrator then the Arbitrator cost of such arbitrator shall be selected shared equally by the New Yorkparties. At any stage the complaint or grievance procedure including arbitration, New York office the parties may have the assistance of the AAA. The Arbitrator may proceed employee or the employees concerned as witnesses and all reasonable arrangements will be made to an award, notwithstanding permit the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, the Arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award conferring parties of the Arbitrator shall Board of Arbitration to view any working condition which may be relevant to the sole and exclusive remedy settlement of the Parties, grievance at a reasonable time and so as not to interfere with the Parties hereby expressly agree to waive the right to appeal from the decisions function of the Arbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitrator. Judgment on the award rendered by the Arbitrator may be enforced in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral AwardsRetirement Home.

Arbitration Procedure. Any arbitration Disputes that have not been amicably resolved pursuant to Section 15.2 within the [**] time period specified therein shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) before a tribunal comprised of three arbitrators. Each Party shall nominate one arbitrator and within [**] of the second arbitrator’s appointment, the two party-nominated arbitrators shall nominate the third arbitrator, who shall serve as president of the tribunal. The arbitrators shall have experience in pharmaceutical licensing disputes. An arbitrator shall be deemed to meet this Section 13.2 qualification unless a Party objects within [**] after the arbitrator is nominated. The seat, or legal place, or will be held in New YorkXxx Xxxx Xxxx, New YorkXxx Xxxx, United States unless another location is mutually agreed by the PartiesXxxxxx Xxxxxx. The language of the arbitration will shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state LawEnglish. The arbitration will be conducted by a single arbitrator knowledgeable in Parties shall mutually agree on the subject matter at issue in rules to govern discovery and the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have rules of evidence for the arbitration conducted by a panel within [**] after the commencement of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”)arbitration. If the Parties fail to timely agree on a mutually acceptable Arbitrator within [**] days after to such rules, the Arbitration Request, then United States Federal Rules of Civil Procedure will govern discovery and the Arbitrator shall be selected by United States Federal Rules of Evidence will govern evidence for the New York, New York office of the AAA. The Arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute and shall not have authority to render any decision or award on any other issuesarbitration. Subject to Section 11.5 and 13.2.213.5, the Arbitrator arbitrators shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify modify, or materially change this Agreement, and (b) . The arbitrators shall also be authorized to grant any temporary, preliminary or permanent equitable remedy remedies or relief the arbitrator deems just and equitable and within the scope of this Agreementrelief, including an injunction or order for specific performance. The award of the Arbitrator arbitrators shall be the sole and exclusive remedy of the Parties, except for those remedies that are set forth in this Agreement or which apply to a Party by operation of the applicable provisions of this Agreement, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitratorarbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorarbitrator. Judgment on the award rendered by the Arbitrator arbitrators may be enforced entered in any court having of competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awardsjurisdiction.

Arbitration Procedure. Any Within 30 days of the close of the arbitration hearing (which period may be extended by stipulation of the Parties), any Party shall have the right to prepare, serve on the other Party, and file with the Arbitrator a post-arbitration brief. Except as provided in the waiver provision of Section 4 of this Arbitration Agreement, the Arbitrator may award any Party any remedy to which that Party is entitled under applicable law and which would otherwise be available in a court of law for the claims presented to and decided by the Arbitrator. The Arbitrator shall issue a decision or award in writing, stating the essential findings of fact and conclusions of law. A court of competent jurisdiction shall have the authority to enter a judgment upon the award made pursuant to the arbitration. Contractor’s Right to Revoke this Arbitration Agreement Arbitration is not a mandatory condition of Contractor’s relationship with Buchheit. If Contractor does not want to be subject to this Arbitration Agreement, not only may Contractor elect not to sign this Arbitration Agreement in the first place, but Contractor may subsequently revoke its assent to this Arbitration Agreement by notifying Buchheit in writing of such desire within thirty (30) days of the date this Arbitration Agreement is signed by Contractor, which writing must be delivered either (1) by email to ______________, stating Contractor’s name and intent to revoke this Arbitration Agreement or (2) by sending a letter by U.S. Mail, or by any nationally recognized delivery service (FedEx, etc.), or by hand delivery to ______________. Contractor’s revocation will be effective as of the date Buchheit receives such notice. The original or a copy of Contractor’s notice shall be maintained by Buchheit. SUCH UNILATERAL ELECTION BY CONTRACTOR SHALL NOT RESULT IN TERMINATION OF ANY OTHER AGREEMENT BETWEEN THE PARTIES OR ANY FORM OF PENALTY, RETALIATION, OR DISADVANTAGING OF CONTRACTOR BY BUCHHEIT. If Contractor is or was party to an earlier agreement to arbitrate disputes with Buchheit at the time it enters into this Arbitration Agreement and then later revokes its assent to this Arbitration Agreement pursuant to this Section 13.2 9, the earlier arbitration agreement will remain in full force and effect consistent with its terms. Term and Termination This Arbitration Agreement shall begin at 12:01 a.m. Eastern Time on the latest date appearing the Signature Block below (“Effective Date”) and, except as provided in Section 9 above, end upon termination by written agreement of both Parties. Notwithstanding the foregoing sentence, this Arbitration Agreement shall continue in effect beyond its termination date with respect to any disputes covered under Section 1 of this Agreement. If Contractor revokes its assent to this Arbitration Agreement and at the time of its receipt of this Arbitration Agreement Contractor was bound by an existing agreement to arbitrate any Claims, that existing arbitration agreement will re-main in full force and effect. Severability and Waiver IF THE WAIVER PROVISION OF SECTION 4 OF THIS ARBITRATION AGREEMENT IS DECLARED INVALID BY ANY COURT OR ARBITRATOR FOR ANY REASON, THE PARTIES INTEND THAT THIS ENTIRE ARBITRATION AGREEMENT BE VOID. If any other provision (including any sentence or part of a sentence) of this Arbitration Agreement is declared invalid by any court (overseeing a claim pursuant to Section 2) or Arbitrator for any reason, this Arbitration Agreement shall be held in New Yorkvoid only as to the provision, New York, United States unless another location is mutually agreed by and this Arbitration Agreement shall remain otherwise binding between the Parties. The arbitration will Any provision voided by operation of the foregoing shall be governed replaced with provisions that shall be as close to the Parties’ original intent as permitted under applicable law. No waiver of any of the provisions of this Arbitration Agreement shall constitute a waiver of any other provisions whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be deemed effective or binding upon either Party unless executed in writing by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to Party making the exclusion of any inconsistent state Lawwaiver. The arbitration will be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator failure or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator shall be selected by the New York, New York office of the AAA. The Arbitrator may proceed to an award, notwithstanding the failure refusal of either Party to participate insist upon the strict performance of any provision of this Arbitration Agreement or to exercise any right in any one or more instances or circumstances shall not be construed as a waiver or relinquishment of the proceedingsprovision or right, nor shall the failure or refusal be deemed a customary practice contrary to the provision or right. The Arbitrator rights and remedies of either Party under this Arbitration Agreement or under applicable law shall be limited in cumulative, and the scope exercise of his or her authority to resolving only the Arbitration Dispute and any of them shall not have authority to render any decision or award on be exclusive of any other issuesright or remedy provided allowed under applicable law. Subject Benefit and Assignment This Arbitration Agreement shall be binding upon and inure to Section 11.5 the benefit of the Parties to this Arbitration Agreement and 13.2.2, the Arbitrator their respective successors. Neither Party shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, assign or subcontract this Arbitration Agreement or any other similar form of damages, rights or to reform, modify or materially change this Agreement, and (b) grant any temporary, preliminary or permanent equitable remedy or relief obligations hereunder without the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award prior written consent of the Arbitrator shall be the sole and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitrator. Judgment on the award rendered by the Arbitrator may be enforced in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral AwardsParty.

Arbitration Procedure. Any The arbitration shall be conducted pursuant to the applicable statutes of the Commonwealth of Massachusetts in effect at the time, and in the manner specified herein and to the extent not inconsistent with such statutes and this Section 13.2 will be held section, in New York, New York, United States unless another location is mutually agreed by accordance with the PartiesExpedited Procedures included within the Commercial Dispute Resolution Procedures of the American Arbitration Association at the time in effect. The arbitration will shall be governed held within ten (10) Operating Days after the selection of the third arbitrator. If the arbitrators are able to reach a decision by agreement of at least two (2) of the United States Arbitration Actthree (3) arbitrators, 9 U.S.C. §§ 1-16, to then such decision shall be the exclusion decision of any inconsistent state Lawthe arbitrators. The arbitration will be conducted by a single arbitrator knowledgeable in If the subject matter at issue in the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators are not able to reach a decision by agreement of at least two (such single arbitrator or panel, 2) of the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Requestthree (3) arbitrators, then the Arbitrator shall be selected by the New York, New York office of the AAA. The Arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, the Arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator shall be the sole and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorthird arbitrator shall be the decision of the arbitrators. The arbitrators shall issue their decision within ten (10) Operating Days after the conclusion of the arbitration hearing. The arbitrators shall have no power to vary or modify the provisions of this Lease or to award damages and their jurisdiction is limited accordingly. Judgment on upon the award rendered by the Arbitrator may be enforced entered in any court having competent jurisdiction thereof. Each party shall bear the expense of its own counsel and witnesses and the arbitrator appointed by it. Landlord and Tenant shall share equally the cost of arbitration and the fees, subject only if any, to revocation of be paid to the award third arbitrator. EXECUTED in one or more counterparts by persons or officers hereunto duly authorized on grounds the Date set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.Section 1.2 above. WITNESS: LANDLORD: KINGSTON BEDFORD JOINT VENTURE LLC By: OTR/MSGW Lincoln LLC, Manager By: /s/ XXXX X. XXXXX III By: /s/ XXXX X. XXXXX III TENANT: SSB REALTY LLC By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: President

Arbitration Procedure. Any The arbitration pursuant to this Section 13.2 will shall be held in New YorkBoston, New YorkMassachusetts, United States unless another location is mutually agreed by under the Partiescommercial arbitration rules of the American Arbitration Association (“AAA”). The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will shall be conducted by one (1) arbitrator who shall (a) be a single arbitrator lawyer of not less than fifteen (15) years’ standing who is knowledgeable in the law concerning the subject matter at issue in the Arbitration Dispute dispute, (b) not be or have been an employee, consultant, officer, director or stockholder of either Party or any Affiliate of either Party, and acceptable to both Parties; provided however that, the Parties may (c) not have a conflict of interest under any applicable rules of ethics. The arbitrator shall be selected by mutual agreement elect of the Parties, provided that if the Parties cannot agree on the arbitrator within ten (10) Business Days of the submission of the dispute to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panelarbitration, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator arbitrator shall be selected by the New York, New York Boston office of the AAA. The Arbitrator arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in arbitrator shall, within fifteen (15) calendar days after the scope conclusion of his or her authority to resolving only the Arbitration Dispute and shall not have authority to render any decision or award on any other issuesarbitration hearing, issue a written award. Subject to Section 11.5 and 13.2.2, the Arbitrator The arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award non-economic damages or punitive, special, consequential, or any other similar form of damages, or . The arbitrator also shall be authorized to reform, modify or materially change this Agreement, and (b) grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performance, but is not authorized to reform, modify or materially change this Agreement. The award of the Arbitrator arbitrator shall be the sole and exclusive remedy of the PartiesParties (except for those remedies set forth in this Agreement), and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitratorarbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorarbitrator. Judgment on the award rendered by the Arbitrator arbitrator may be enforced in any court having competent jurisdiction thereof, subject only to revocation it being vacated on grounds of fraud or clear bias on the part of the arbitrator, as demonstrated by clear and convincing evidence. Notwithstanding anything contained in this Section ‎10.2 to the contrary, each Party shall have the right to institute judicial proceedings against the other Party or anyone acting by, through or under such other Party, in order to vacate or confirm an award on grounds set forth in of the United Nations Convention on arbitrator, to enforce the Recognition and Enforcement instituting Party’s rights hereunder through specific performance, injunction or other equitable relief, or to collect any monetary award of Foreign Arbitral Awardsthe arbitrator.

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 will The Arbitration shall be held in New York, New York, the continental United States unless another location is mutually agreed by under the Partiesrules of the American Arbitration Association (“AAA”). The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will shall be conducted by a single arbitrator three (3) arbitrators who are knowledgeable in the subject matter at issue in the Arbitration Dispute dispute. One (1) arbitrator will be selected by Anacor, one (1) arbitrator will be selected by GSK, and acceptable to both Parties; provided however that, the Parties may third arbitrator will be selected by mutual agreement elect to have of the arbitration conducted by a panel of three two (32) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator shall be selected by the New York, New York office of the AAAParties. The Arbitrator arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in arbitrators shall, within fifteen (15) calendar days after the scope conclusion of his or her authority to resolving only the Arbitration Dispute arbitration hearing, issue a written award and shall not have authority to render statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any decision or award on any other issuesdamages awarded. Subject to Section 11.5 and 13.2.2, the Arbitrator The arbitrators shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, non-economic damages or any other similar form of punitive damages, or to reform, modify or materially change this Agreement, and (b) . The arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems arbitrators deem just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator arbitrators shall be the sole and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorexcept for those remedies set forth in this Agreement). Judgment on the award rendered by the Arbitrator arbitrators may be enforced in any court having competent jurisdiction thereof, subject only to revocation on grounds of fraud or clear bias on the part of the award on grounds set forth arbitrators. Notwithstanding anything contained in this Section 14.2 to the United Nations Convention on contrary, each Party shall have the Recognition and Enforcement of Foreign Arbitral Awardsright to institute judicial proceedings against the other Party or anyone acting by, through or under such other Party, in order to enforce the instituting Party’s rights hereunder through specific performance, injunction or similar equitable relief.

Arbitration Procedure. Any ‌ If the grievance is not resolved on the basis of the foregoing, the Union may submit the issue to expedited arbitration pursuant by notifying the other party of its intention to this Section 13.2 will pursue the grievance to arbitration by so notifying the other party within thirty (30) calendar days of the Union's receipt of the written response per the preceding step. It is understood and agreed that a decision of the Union not to exercise its right to request arbitration shall be held in New Yorkfinal and binding upon the members of the bargaining unit, New Yorkand further that the Union, United States unless another location is mutually agreed by through its designated representatives, has authority to settle any grievance at any step. By mutual consent, the PartiesUnion and the Employer may select a permanent Arbitrator or panel of Arbitrators who shall arbitrate grievances. The arbitration will be governed by Union shall submit the United States Arbitration Act, 9 U.S.C. §§ 1-16, unresolved grievance in writing to the exclusion of any inconsistent state Law. The arbitration will be conducted by Arbitrator with a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable copy to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator shall be selected by the New York, New York office of the AAAEmployer. The Arbitrator may proceed consider and decide only the particular grievance presented to an awardhim in a written stipulation by the Employer and the Union, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator and his decision shall be limited in based solely upon an interpretation of the scope of his or her authority to resolving only the Arbitration Dispute and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, the Arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope provisions of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator so appointed shall be final and binding upon the sole parties. The Arbitrator shall have no authority to alter, amend, add to, subtract from or otherwise modify or change the terms and exclusive remedy conditions of this Agreement. Only one grievance shall be submitted to the PartiesArbitrator at a time, unless the parties mutually agree otherwise. The cost of arbitration, which shall include the fees and the Parties hereby expressly agree to waive the right to appeal from the decisions expenses of the Arbitrator, the Court Reporter and there the transcript shall be no appeal borne equally by the parties. Each party shall pay any fees of its own representatives and witnesses for time lost. Occurrences prior to any court the execution date or other authority (government or private) from subsequent to the decision expiration date of this Agreement shall not be subject to arbitration. Since it is important that grievances and arbitrations be processed expeditiously, the number of days indicated at each level shall not be considered as merely procedural, but shall be deemed of the Arbitrator. Judgment on essence and any grievance shall be waived if not appealed to the award rendered by next step or to arbitration within the Arbitrator may be enforced in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds time limits set forth herein. The parties agree that the arbitrator shall accept a written statement signed by a resident or patient in the United Nations Convention on the Recognition and Enforcement lieu of Foreign Arbitral Awardstheir sworn testimony. The parties agree that neither shall call a resident or patient as a witness.

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 will The Arbitration shall be held in New York, New York, the continental United States unless another location is mutually agreed by under the Partiesrules of the American Arbitration Association ("AAA"). The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will shall be conducted by a single arbitrator three (3) arbitrators who are knowledgeable in the subject matter at issue in the Arbitration Dispute dispute. One (1) arbitrator will be selected by Anacor, one (1) arbitrator will be selected by Licensee, and acceptable to both Parties; provided however that, the Parties may third arbitrator will be selected by mutual agreement elect to have of the arbitration conducted by a panel of three two (32) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator shall be selected by the New York, New York office of the AAAParties. The Arbitrator arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in arbitrators shall, within fifteen (15) days after the scope conclusion of his or her authority to resolving only the Arbitration Dispute arbitration hearing, issue a written award and shall not have authority to render statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any decision or award on any other issuesdamages awarded. Subject to Section 11.5 and 13.2.2, the Arbitrator The arbitrators shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, non-economic damages or any other similar form of punitive damages, or to reform, modify or materially change this Agreement, and (b) Agreement or any other agreements contemplated hereunder. The arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems arbitrators deem just and equitable and within the scope of this Agreement, including including, without limitation, an injunction or order for specific performance. The award of the Arbitrator arbitrators shall be the sole and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorexcept for those remedies set forth in this Agreement). Judgment on the award rendered by the Arbitrator arbitrators may be enforced in any court having competent jurisdiction thereof, subject only to revocation on grounds of fraud or clear bias on the part of the award on grounds set forth arbitrators. Notwithstanding anything contained in this Section 16.2 to the United Nations Convention on contrary, each Party shall have the Recognition and Enforcement of Foreign Arbitral Awardsright to institute judicial proceedings against the other Party or anyone acting by, through or under such other Party, in order to enforce the instituting Party's rights hereunder through specific performance, injunction or similar equitable relief.

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 Article 13 will be held in the New York, New York, United States unless another location is mutually agreed by U.S. and under the Partiesrules of the International Chamber of Commerce (“ICC”). The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, Parties expressly agree to the exclusion following discovery procedures for any arbitration initiated pursuant to this paragraph: the Parties shall be entitled to take discovery within the scope provided for in the ICC rules, provided that with respect to limits on the type and amount of any inconsistent state Lawdiscovery, each Party shall be entitled to take five depositions and serve no more than 50 document requests. The arbitrators may allow discovery beyond these limits upon a showing a good cause. The arbitration will be conducted by a single arbitrator three (3) arbitrators who are knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable dispute. The Parties will attempt to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of select three (3) arbitrators (such single arbitrator or panel, that are each acceptable to both Parties. In the “Arbitrator”). If event the Parties fail to agree promptly on a mutually three mutually-acceptable Arbitrator within [**] arbitrators, then not later than twenty (20) days after from the delivery of the Arbitration Request, then the Arbitrator shall one (1) arbitrator will be selected by Forma, one (1) arbitrator will be selected by BI, and the New York, New York office third arbitrator will be selected by mutual agreement of the AAAtwo (2) arbitrators selected by the Parties. The Arbitrator arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator arbitrators shall, within fifteen (15) days after the conclusion of The arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrators shall be limited in the scope of his or her their authority to resolving only the Arbitration Dispute specific matter which the Parties have referred to arbitration for resolution and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, the Arbitrator The arbitrators shall be authorized to (a) award compensatory compensatory’ damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) . The arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems arbitrators deem just and equitable and within the scope of this Agreement, including including, without limitation, an injunction or order for specific performance. The award of the Arbitrator arbitrators shall be the sole and exclusive remedy of the Parties, except for those remedies that are set forth in this Agreement or which apply to a Party by operation of the applicable provisions of this Agreement, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitratorarbitrators, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorarbitrators. Judgment on the award rendered by the Arbitrator arbitrators may be enforced in any court having competent jurisdiction thereof, subject only to revocation on grounds of fraud or clear bias on the part of the award on grounds set forth arbitrators. Notwithstanding anything contained in this Section 13.2 to the United Nations Convention on contrary, each Party shall have the Recognition and Enforcement of Foreign Arbitral Awardsright to institute judicial proceedings against the other Party or anyone acting by, through or under such other Party, in order to seek to enforce the instituting Party’s rights hereunder through specific performance, injunction or similar equitable relief.

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 10.2 will be conducted in the English language and will be held in New York, New YorkNY, United States States, unless another location is mutually agreed by the Parties. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The Parties shall mutually agree on the rules to govern discovery and the rules of evidence for the arbitration within [**] days after the Arbitration Request. If the Parties fail to timely agree to such rules, the United States Federal Rules of Civil Procedure will govern discovery and the United States Federal Rules of Evidence will govern evidence for the arbitration. The arbitration will be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute dispute and acceptable to both Parties; , provided however that, that the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”)arbitrators. If the Parties fail to agree on a mutually acceptable Arbitrator arbitrator within [**] days after the Arbitration Request, then the Arbitrator arbitrator shall be selected by the New YorkBoston, New York MA office of the AAA. The Arbitrator arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator arbitrator shall, within [**] days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute specific matter which the Parties have referred to arbitration for resolution and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.28.5, the Arbitrator arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) . The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator arbitrator shall be the sole and exclusive remedy of the Parties, except for those remedies that are set forth in this Agreement or which apply to a Party by operation of the applicable provisions of this Agreement, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitratorarbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorarbitrator. Judgment on the award rendered by the Arbitrator arbitrator may be enforced in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

Arbitration Procedure. Any arbitration other Disputes that have not been amicably resolved pursuant to Section 15.2 shall be finally settled under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) before a tribunal composed of three EXECUTION COPY CONFIDENTIAL 83 arbitrators appointed in compliance with such rules, except as modified by this Section 13.2 15.2. Each Party shall nominate one arbitrator and within [**] of the second arbitrator’s appointment, the two party-nominated arbitrators shall nominate the third arbitrator, who shall serve as president of the tribunal. None of the arbitrators shall have worked for, or been a consultant to, either Party or its Affiliates within [**] prior to the arbitration. The arbitrators shall have experience in pharmaceutical licensing disputes. An arbitrator shall be deemed to meet these qualification unless a Party objects within [**] after the arbitrator is nominated. The seat, or legal place, of the arbitration will be held in New YorkYork City, New York, United States unless another location is mutually agreed by the PartiesStates. The language of the arbitration will shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state LawEnglish. The arbitration will be conducted by a single arbitrator knowledgeable in Parties shall mutually agree on the subject matter at issue in rules to govern discovery and the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have rules of evidence for the arbitration conducted by a panel within [**] after the commencement of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”)arbitration. If the Parties fail to timely agree on a mutually acceptable Arbitrator within [**] days after to such rules, the Arbitration Request, then United States Federal Rules of Civil Procedure will govern discovery and the Arbitrator shall be selected by United States Federal Rules of Evidence will govern evidence for the New York, New York office of the AAA. The Arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute and shall not have authority to render any decision or award on any other issuesarbitration. Subject to Section 11.5 and 13.2.213.5, the Arbitrator arbitrators shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify modify, or materially change this Agreement, and (b) . The arbitrators shall also be authorized to grant any temporary, preliminary or permanent equitable remedy remedies or relief the arbitrator deems just and equitable and within the scope of this Agreementrelief, including an injunction or order for specific performance. The award of the Arbitrator arbitrators shall be the sole and exclusive remedy of the Parties, except for those remedies that are set forth in this Agreement or which apply to a Party by operation of the applicable provisions of this Agreement, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitratorarbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorarbitrator. Judgment on the award rendered by the Arbitrator arbitrators may be enforced entered in any court having of competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.jurisdiction. 15.3.3

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 will Discovery shall be under the U.S. Federal Rules of Civil Procedure. The Arbitration shall be held in New York, New York, United States unless another location is mutually agreed by the Partiescontinental U.S. under the rules of the American Arbitration Association (“AAA”). The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The arbitration will shall be conducted by a single arbitrator three (3) arbitrators who are knowledgeable in the subject matter at issue in the Arbitration Dispute dispute. One (1) arbitrator will be selected by Stressgen, one (1) arbitrator will be selected by Roche and acceptable to both Parties; provided however that, the Parties may third arbitrator will be selected by mutual agreement elect to have of the arbitration conducted by a panel of three two (32) arbitrators (such single arbitrator or panel, the “Arbitrator”). If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator shall be selected by the New York, New York office of the AAAParties. The Arbitrator arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator shall be limited in arbitrators shall, within fifteen (15) calendar days after the scope conclusion of his or her authority to resolving only the Arbitration Dispute arbitration hearing, issue a written award and shall not have authority to render statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any decision or award on any other issuesdamages awarded. Subject to Section 11.5 and 13.2.2, the Arbitrator The arbitrators shall be authorized to (a) award compensatory damages, but shall not NOT be authorized to award punitive, special, consequential, non-economic damages or any other similar form of punitive damages, or to reform, modify or materially change this Agreement, and (b) Agreement or any other agreements contemplated hereunder. The arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems arbitrators deem just and equitable and within the scope of this Agreement, including including, without limitation, an injunction or order for specific performance. The award of the Arbitrator arbitrators shall be the sole and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitrator. Judgment on the award rendered by the Arbitrator arbitrators may be enforced in any court having competent jurisdiction thereof, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrators. Notwithstanding anything contained in this Section 18.6 to the contrary, each Party shall have the right to institute judicial proceedings against the other Party or anyone acting by, through or under such other Party, in order to enforce the instituting Party’s rights hereunder through specific performance, injunction or similar equitable relief. Each Party shall bear its own attorneys’ fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrators; provided, however, that the arbitrators shall be authorized to determine whether a Party is the prevailing Party, and if so, to award on grounds set forth to that prevailing Party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges and travel expenses), and/or the fees and costs of the arbitrators. Absent the filing of an application to correct or vacate the arbitration award as permitted by applicable law, each Party shall fully perform and satisfy the arbitration award within fifteen (15) days of the service of the award. By agreeing to this binding arbitration provision, the Parties understand that they are waiving certain rights and protections which may otherwise be available if a dispute between the Parties were determined by litigation in court, including, without limitation, the United Nations Convention on right to seek or obtain certain types of damages precluded by this provision, the Recognition right to a jury trial, certain rights of appeal, and Enforcement a right to invoke formal rules of Foreign Arbitral Awardsprocedure and evidence.

Arbitration Procedure. Any All claims or disputes arising under this Agreement that are not otherwise resolved by negotiation and agreement between the parties shall be subject to arbitration pursuant to under this Section 13.2 will Agreement. The place of arbitration shall be held in the Borough of Manhattan, New YorkYork City, New York. Except as otherwise expressly provided herein, United States unless another location is mutually agreed by all arbitration proceedings commenced hereunder shall be subject to the PartiesUniform Arbitration Act as in effect in the State of New York and the Commercial Arbitration Rules of the American Arbitration Association, as amended from time to time. The A request for arbitration will shall be governed by in writing, setting forth in detail the claim or claims to be arbitrated, the amount involved, if any, and the remedy sought. It shall be delivered to the other party within thirty (30) days of the date of the first knowledge of the claiming party of the occurrence or conditions giving rise to the dispute. Any failure to request arbitration within such thirty (30) day period shall be deemed a waiver of the right to arbitrate the dispute. Within fifteen (15) days after delivery of the request, the parties shall agree upon an arbitrator. If the parties are unable to agree upon the arbitrator within such fifteen (15) days, either party or the parties jointly shall request the American Arbitration Association to submit to each party an identical panel of five (5) persons, each of whom (a) shall be a member of a state bar engaged in the practice of law in the United States Arbitration Actor a retired member of a state or the federal judiciary in the United States, 9 U.S.C. §§ 1-16(b) shall be impartial, disinterested and independent of the parties and their Affiliates, with a reputation for fairness, and (c) shall have expertise in the process of deciding disputes. Alternate strikes shall be made to the exclusion panel, commencing with the party requesting arbitration, until the name of any inconsistent state Lawone person remains. The arbitration will be conducted by a single person thus remaining shall serve as arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (for such single arbitrator or panel, the “Arbitrator”)arbitration. If the Parties fail to agree on a mutually acceptable Arbitrator within [**] days after the Arbitration Request, then the Arbitrator shall be selected by the New York, New York office The decision of the AAA. The Arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator arbitrator shall be limited to selecting either the position and remedy stated by the party in its request or the scope of his position and remedy stated by the other party in its response to such request. The arbitrator shall have no power to mediate or her authority to resolving only the Arbitration Dispute and shall not have authority to render compromise any decision or award on any other issues. Subject to Section 11.5 and 13.2.2, the Arbitrator shall be authorized to (a) award compensatory damagesdispute, but shall not be authorized have only the limited authority herein provided to award punitive, special, consequential, or any other similar form review the information presented by the parties and to select the position and remedy proposed by one of damages, or to reform, modify or materially change this Agreement, and (b) grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performanceparties. The award of the Arbitrator arbitrator shall be final and binding upon the sole and exclusive remedy of the Parties, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitrator. Judgment on the award rendered by the Arbitrator may be enforced in any court having competent jurisdiction thereofparties, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral AwardsSection 5.11 hereof.

Arbitration Procedure. Any arbitration pursuant to this Section 13.2 ARTICLE 10 will be held in New YorkBoston, New YorkMA, United States unless another location is mutually agreed by the Parties. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any inconsistent state Law. The Parties shall mutually agree on the rules to govern discovery and the rules of evidence for the arbitration within [**] days after the Arbitration Request. If the Parties fail to timely agree to such rules, the United States Federal Rules of Civil Procedure will govern discovery and the United States Federal Rules of Evidence will govern evidence for the arbitration. The arbitration will be conducted by a single arbitrator knowledgeable in the subject matter at issue in the Arbitration Dispute dispute and acceptable to both Parties; provided however that, the Parties may by mutual agreement elect to have the arbitration conducted by a panel of three (3) arbitrators (such single arbitrator or panel, the “Arbitrator”)arbitrators. If the Parties fail to agree on a mutually acceptable Arbitrator arbitrator within [**] days after the Arbitration Request, then the Arbitrator arbitrator shall be selected by the New YorkBoston, New York MA office of the AAA. The Arbitrator arbitrator may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The Arbitrator arbitrator shall, within [**] days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be limited in the scope of his or her authority to resolving only the Arbitration Dispute specific matter which the Parties have referred to arbitration for resolution and shall not have authority to render any decision or award on any other issues. Subject to Section 11.5 and 13.2.28.5, the Arbitrator arbitrator shall be authorized to (a) award compensatory damages, but shall not be authorized to award punitive, special, consequential, or any other similar form of damages, or to reform, modify or materially change this Agreement, and (b) . The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrator deems just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the Arbitrator arbitrator shall be the sole and exclusive remedy of the Parties, except for those remedies that are set forth in this Agreement or which apply to a Party by operation of the applicable provisions of this Agreement, and the Parties hereby expressly agree to waive the right to appeal from the decisions of the Arbitratorarbitrator, and there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitratorarbitrator. Judgment on the award rendered by the Arbitrator arbitrator may be enforced in any court having competent jurisdiction thereof, subject only to revocation of the award on grounds set forth in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.