Common use of Expert Determination Clause in Contracts

Expert Determination. 41.5.1 For a Dispute on any decision referred to an expert the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Parties to the Dispute. The expert is not an arbitrator and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party written notice of the request for such determination. If the Parties to the Dispute are unable to agree upon an expert within twenty (20) Days after receipt of the notice of request for an expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertise. The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting 106 out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty (60) Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties to the Dispute. 107

Expert Determination. 41.5.1 For a Dispute on any decision determination referred to an expert Expert under this Agreement, the Parties hereby agree that such decision determination shall be conducted expeditiously by an expert Expert selected unanimously by the Parties parties to the Dispute. The expert Expert is not an arbitrator of the Dispute and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party written notice of the request for such determination. If the Parties to the Dispute are unable to agree upon an expert within twenty (20) Days after receipt of the notice of request for an expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertise. The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting 106 out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty (60) Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert Expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to any party to a Dispute arbitrated pursuant to Article 20.3(C), provided that nothing in this sentence shall preclude any party to such a Dispute from using the Expert as a witness regarding the proper conduct of the expert procedure. The Party desiring an Expert determination shall give the other parties to the Dispute written notice of the request for such determination. If the parties to the Dispute are unable to agree upon an Expert within ten (10) Days after receipt of the notice of request for an Expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the ICC shall appoint such Expert. The Expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the Expert determination or the underlying Dispute. All communications between any Party and the Expert shall be conducted in writing, with copies sent simultaneously to the other parties to the Dispute in the same manner, or at a meeting to which representatives of all parties to the Dispute have been invited and of which such parties have been provided at least five (5) Business Days notice. Within thirty (30) Days after the Expert’s acceptance of its appointment, the Party or Parties who referred the matter for resolution under this Article shall provide the Expert with a report containing its or their proposal for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within the same thirty (30) Day period, the respondent Party or Parties shall provide the Expert with a report explaining their proposal and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) Days of receipt of the above-described materials and after receipt of additional information or data as may be required by the Expert, the Expert shall make a determination, which determination shall be consistent with the terms of this Agreement, with respect to each issue submitted to it pursuant to this Article 20.4. The Expert’s determination shall be final and binding on the parties to the Dispute. 107Any Party that fails or refuses to honor the determination of an Expert shall be in default under this Agreement. The provisions of Exhibit E shall supersede the provisions of this Article 20.4 with respect to any Expert determination under Exhibit E, to the extent the two are in conflict.

Expert Determination. 41.5.1 For Subject to Clause 20.1 (Senior Manager Discussion) and the Technical Dispute Determination Option, if a Dispute on any decision referred to an expert is a Technical Dispute, either Party may refer the Parties hereby agree that such decision shall be conducted expeditiously Technical Dispute for determination by an expert selected unanimously by Independent Expert under the Parties to the Disputeterms of this Clause 20.3 ("Expert Determination"). The expert is not an arbitrator and shall not Expert Determination process will be deemed commenced by a Party delivering a notice to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party requesting an Expert Determination in respect of the Technical Dispute. Within ten (10) Business Days of the delivery of the written notice of under Clause 20.3(b) (Expert Determination), the request for such determinationParties shall appoint an Independent Expert to determine the Technical Dispute. If the Parties fail to agree the identity of the Independent Expert within such period, the requesting Party shall thereafter request the Expert Appointing Authority46 to appoint the Independent Expert to determine the Technical Dispute. The request shall indicate the nature of the Technical Dispute and the requesting Party shall make payment of any such fees that may be required. The other Party shall have the opportunity to provide its comments on the request to the Dispute Expert Appointing Authority. The Independent Expert shall in consultation with the Parties, decide upon the procedure to be followed in order to arrive at his determination. The Independent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, procedures, pleadings, discovery or strict rules of evidence, provided however that the Parties are unable afforded equal treatment and a reasonable right to agree upon be heard. The Independent Expert shall issue an expert within Expert Determination not later than forty-five (45) Business Days from the date of his instruction and shall include the reasons for the decision. Subject to Clause 20.3(h), the Expert Determination will be final and binding on the Parties. Subject to Clause 20.3(h), the Expert Determination shall be complied with promptly by the Parties. If the Expert Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, each Party may by notice provided to the other Party not later than twenty (20) Business Days after receipt following the date of issue of the notice of request for an expert determination, then, upon regard the request Expert Determination as a Dispute and refer the Dispute for arbitration under Clause 20.4(a) (Arbitration). Following twenty one (21) Days from the date of any issue of the parties Expert Determination, either Party may apply to the Independent Expert for reissuance of his determination in the form of a final and binding arbitral award by a sole arbitrator. The Independent Expert shall re-issue such determination promptly without reconsideration of the matter. Each Party hereby agrees that any Expert Determination may be reissued in the form of an arbitral award and further agrees to abide by any such arbitral award. Neither Party shall bring a challenge arising from the operation of this Clause 20.3 against any such arbitral award. Arbitration47 Unless resolved amicably or in the case of a Technical Dispute, by Expert Determination and subject to the International Centre for Expertise requirements in Clause 20.1 (Senior Manager Discussions) (and Clause 20.3(a) (Expert Determination) if applicable) all Disputes shall be finally settled48 by international arbitration under the Rules of the Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with the said Rules.49 The arbitration shall appoint such expert and shall administer such expert determination through be conducted in the ICC’s Rules for ExpertiseArbitration Language. The expertseat or legal place of the arbitration shall be the Arbitration Seat.50 The Governing Law shall also apply to this Clause 20.4. The Parties agree that the ICC Court and/or the arbitral tribunal (as applicable) may on request from either Party, once appointedconsolidate an arbitration commenced hereunder with an arbitration or arbitrations commenced under the PPA, the Implementation Agreement, the Supply Agreement, the Installation Agreement or any Finance Agreement, if the arbitration proceedings raise common questions of law or fact. If two (2) or more arbitral tribunals issue orders under these consolidation orders, the order issued first shall have no ex parte communications with prevail. Likewise, each Party agrees that it may be joined to any arbitration proceedings between the other Party and its counterparty under any of the parties aforementioned agreements to allow for the Dispute concerning the expert determination resolution in a single arbitration of a related dispute raising common questions of law or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting 106 out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty (60) Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties to the Dispute. 107fact under this Agreement.51

Expert Determination. 41.5.1 For a Dispute on any decision referred to an expert expert, the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Parties parties to the Dispute. The expert is not an arbitrator of the Dispute and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party parties to the Dispute written notice of the request for such determination. If the Parties parties to the Dispute are unable to agree upon an expert within twenty ten (2010) Days after receipt of the notice of request for an expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertise. The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting 106 out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty thirty (6030) Days (but no later than ninety sixty (9060) Days) after receipt of each Party’s written response to the other Parties’ position paper his appointment, taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s 's decision shall be final and binding on the Parties parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 18.2(D) within sixty (60) Days of the date the expert’s final decision is received by the Parties parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties parties to the Dispute. 107.

Expert Determination. 41.5.1 For Subject to Clause 22.2 (Senior Manager Discussions) and the Technical Dispute Determination Option, if a Dispute on any decision referred to an expert is a Technical Dispute, either Party may refer the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously Technical Dispute for determination by the Parties to the DisputeIndependent Expert under this Clause 22.4 ("Expert Determination"). The expert is not an arbitrator and shall not Expert Determination process will be deemed commenced by a Party delivering a written notice to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party requesting an Expert Determination in respect of the Technical Dispute. Within ten (10) Business Days of the delivery of the written notice of under Clause 22.4(b), the request for such determinationParties shall appoint an Independent Expert to determine the Technical Dispute. If the Parties fail to agree the identity of the Independent Expert within such period, the requesting Party shall thereafter request the Expert Appointing Authority4 to appoint the Independent Expert to determine the Technical Dispute. The request shall indicate the nature of the Technical Dispute and the requesting Party shall make payment of any such fees that may be required. The other Party shall have the opportunity to provide its comments on the request to the Dispute Expert Appointing Authority. The Independent Expert shall in consultation with the Parties decide upon the procedure to be followed in order to arrive at his determination. The Independent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, procedures, pleadings, discovery or strict rules of evidence, provided however that the Parties are unable afforded equal treatment and a reasonable right to agree upon an expert within be heard. The Independent Expert shall issue ITS Expert Determination not later than forty five (45) Business Days from the date of his instruction and shall include the reasons for the decision. Subject to Clause 22.4(h), the Expert Determination will be final and binding on the Parties. Subject to Clause 22.4(h), the Expert Determination shall be complied with promptly by the Parties. If the Expert Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, either Party may by notice provided to the other Party not later than twenty (20) Business Days after receipt the date of issue of the notice of request for an expert determination, then, upon regard the request Expert Determination as a Dispute and refer the Dispute for arbitration under Clause 22.5 (Arbitration). Following twenty-one (21) Business Days from the date of any issue of the parties Expert Determination, either Party may apply to the DisputeIndependent Expert for re-issuance of his determination in the form of a final and binding arbitral award by a sole arbitrator. The Independent Expert shall re-issue such determination promptly without reconsideration of the matter. Each Party hereby agrees that any Expert Determination may be re-issued in the form of an arbitral award and further agrees to abide by any such arbitral award. Neither Party shall bring a challenge arising from the operation of this Clause against any such arbitral award. Arbitration5 Unless resolved amicably or in the case of a Technical Dispute by Expert Determination and subject to the requirements in this Clause 22.5 (Arbitration), all Disputes shall be finally settled by international arbitration under the International Centre for Expertise Rules of the Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with the said Rules.6 The arbitration shall appoint such expert and shall administer such expert determination through be conducted in the ICC’s Rules for ExpertiseArbitration Language. The expertseat or legal place of the arbitration shall be the Arbitration Seat. The Governing Law shall also apply to this Clause 22.5 (Arbitration). The Parties agree that the ICC Court and/or the arbitral tribunal (as applicable) may on request from either Party, once appointedconsolidate an arbitration commenced hereunder with an arbitration or arbitrations commenced under the Implementation Agreement, the Supply Agreement, the Installation Agreement, the O&M Agreement or any Finance Agreements7, if the arbitration proceedings raise common questions of law or fact. If two (2) or more arbitral tribunals issue orders under these consolidation orders, the order issued first shall have no ex parte communications with prevail. Likewise, each Party agrees that it may be joined to any arbitration proceedings between the other Party and its counterparty under any of the parties aforementioned agreements to allow for the resolution in a single arbitration of a related Dispute concerning the expert determination raising common questions of law or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting 106 out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty (60) Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties to the Dispute. 107fact under this Agreement.8

Expert Determination. 41.5.1 For a Dispute on any decision referred to an expert expert, the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Parties parties to the Dispute. The expert is not an arbitrator of the Dispute and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party parties to the Dispute written notice of the request for such determination. If the Parties parties to the Dispute are unable to agree upon an expert within twenty ten (2010) Days after receipt of the notice of request for an expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertise. The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting 106 out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty thirty (6030) Days (but no later than ninety sixty (9060) Days) after receipt of each Party’s written response to the other Parties’ position paper his appointment, taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall be final and binding on the Parties parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 18.2(D) within sixty (60) Days of the date the expert’s final decision is received by the Parties parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties parties to the Dispute. 107.

Expert Determination. 41.5.1 For a Dispute on any decision referred final resolution of matters designated hereunder to an be resolved by expert determination, the Parties hereby agree that such decision shall be conducted expeditiously by an independent expert selected unanimously by the Parties Parties. Either Party may initiate the expert determination by giving written notice to the Dispute. The expert is not an arbitrator and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party written notice of the request for such determinationParty. If the Parties to the Dispute are unable to agree upon an expert within twenty ten (2010) Days days after receipt of the notice of request for an expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertiseexpert. The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute either Party concerning the expert determination or the underlying Disputedispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting 106 out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his a final decision, the expert shall issue a draft report and allow the Parties parties to the Dispute ten (10) Days dispute to comment on it. The expert shall endeavor to resolve the Dispute dispute within sixty thirty (6030) Days days (but no later than ninety sixty (9060) Daysdays) after receipt of each Party’s written response to the other Parties’ position paper his or her appointment, taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days Parties. The costs of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) shared by the expert shall not (without the written consent Parties, regardless of the parties to outcome of the Disputedetermination. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) be appointed to act as an arbitrator or as adviser to the Parties to the DisputePURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. 107ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”

Expert Determination. 41.5.1 For If a Dispute Committee decision cannot be resolved by the Executive Officers in accordance with Section 3.4(b) and none of Sections 3.4(b)(i), 3.4(b)(ii), 3.4(b)(iii), and 3.4(b)(iv) apply to such decision, or if a Party exercises its final decision-making authority or overrules the other Party’s final decision-making authority pursuant to Section 3.4(b) based on any a determination that, in such Party’s reasonable judgment, a decision referred by the other Party is likely to an expert have a material adverse effect as provided in Section 3.4(b), and if the other Party disputes such determination of a likely material adverse effect, the Parties hereby shall resolve such dispute as follows: The Parties shall agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Parties to the Dispute. The expert is not an arbitrator and shall not be deemed to be acting in an arbitral capacity. The upon a single independent expert, which expert shall have an established reputation at least fifteen (15) years of relevant expertise and experience in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party written notice of the request for such determinationpharmaceutical industry. If the Parties to the Dispute are unable to agree upon an a single expert within twenty ten (2010) Business Days, then Aurinia and Otsuka will each select one expert and the Parties’ two selected experts will, within ten (10) Business Days after receipt selection of both Parties’ experts, jointly select a third expert who will be the notice of request for an sole appointed expert. If the Parties’ experts are unable to agree on the sole expert determinationwithin such second ten (10)-Business Day period, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of then the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through in accordance with the ICC’s Rules for ExpertiseRules. The expert, once appointed, Parties shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such the expert determination and to and, if the expert or either Party requests oral testimony, the Parties shall provide the expert with access to all facilitiesa written report, booksincluding supporting documentation, recordsin connection with such Party’s oral testimony. Within thirty (30) days after the appointment of the expert or the conclusion of oral testimony (if applicable), documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each each Party shall prepare and exchange a written position paper setting 106 out its positions with respect submit one proposal to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the Dispute ten (10) Days to comment on itexpert. The expert shall endeavor to resolve the Dispute within sixty (60) Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution accept only one of the matter in disputeproposals submitted by the Parties (without making any changes to such proposal) and shall render such proposal as the expert’s final decision. The expert’s decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral awardParties. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) For clarity, the expert shall not (without have the written consent authority to render any decision other than selecting one of the parties to proposals submitted by a Party, and the Dispute) be appointed to expert shall act as an arbitrator or expert and not as adviser to an arbitrator. The Parties shall share equally the Parties to costs of the Dispute. 107expert determination, regardless of the outcome of the determination.

Expert Determination. 41.5.1 For a (a) In the event of any disagreement between the Parties regarding measurement and testing as per Section 5.1(b) or any other Dispute on any decision referred which the Parties agree to submit to an expert (in either case, a “Measurement Dispute”), the Parties hereby agree that such decision Measurement Dispute shall be conducted expeditiously resolved by an expert selected unanimously by the Parties to the Disputeas provided in this Section 14.2. The expert is not an arbitrator of the Measurement Dispute and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party written to the Measurement Dispute notice of the request for such determination. If the Parties to the Measurement Dispute are unable to agree upon an expert within twenty ten (2010) Days days after receipt of the notice of request for an expert determination, then, upon the request of any of the parties Parties to the Measurement Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) AAA shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertisedetermination. The expertexpert shall be and remain at all times wholly impartial, and, once appointed, the expert shall have no ex parte communications with any of the parties Parties to the Measurement Dispute concerning the expert determination or the underlying Measurement Dispute. Any hearing with an expert determination The Parties to the Measurement Dispute shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting 106 out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his a final decision, the expert shall issue a draft report and allow the Parties to the Measurement Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Measurement Dispute within thirty (30) days (but not later than sixty (60) Days (but no later than ninety (90) Daysdays) after receipt of each Party’s written response to the other Parties’ position paper his appointment, taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties to the Dispute. 107.

Expert Determination. 41.5.1 For a Dispute on any decision referred to an expert under Article 8.4, 12.2 or 12.3, the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Parties parties to the Dispute. The expert is not an arbitrator of the Dispute and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party parties to the Dispute written notice of the request for such determination. If the Parties parties to the Dispute are unable to agree upon an expert within twenty ten (2010) Days after receipt of the notice of request for an expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertise. The expert, once appointed, shall must not have no any ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information information, and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting 106 out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty thirty (6030) Days (but no later than ninety sixty (9060) Days) after receipt of each Party’s written response to the other Parties’ position paper his appointment, taking into account the circumstances requiring an expeditious resolution of the matter in disputeDispute. The expert’s decision shall be final and binding on the Parties parties to the Dispute unless challenged in an arbitration pursuant to Sub-under Article 41.2 18.2.C within sixty (60) Days of the date the expert’s final decision is received by the Parties parties to the Dispute and until replaced by such subsequent arbitral awardDispute. In such arbitration (i) the expert determination on the specific matter under Article 8.4, 12.2 or 12.3 shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties parties to the Dispute. 107.

Expert Determination. 41.5.1 For Subject to Clause 36.1 (Senior Management Discussions) and the Technical Dispute Determination Option, if a Dispute on any decision referred to an expert is a Technical Dispute, either Party may refer the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously Technical Dispute for determination by the Parties to Independent Expert under the Disputeterms of this clause. The expert is not an arbitrator and shall not Expert Determination process will be deemed commenced by a Party delivering a written notice to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party requesting an Expert Determination in respect of the Technical Dispute. Within ten (10) Business Days of the delivery of the written notice of under Clause 36.3(b) the request for such determinationParties shall appoint an Independent Expert to determine the Technical Dispute. If the Parties fail to agree the identity of the Independent Expert within such period, the requesting Party shall thereafter request the Expert Appointing Authority43 to appoint the Independent Expert to determine the Technical Dispute. The request shall indicate the nature of the Technical Dispute and the requesting Party shall make payment of any such fees that may be required. The other Party shall have the opportunity to provide its comments on the request to the Dispute are unable to agree upon an expert within twenty (20) Days after receipt of Expert Appointing Authority. The Independent Expert shall in consultation with the notice of request for an expert determinationParties, then, decide upon the request procedure to be followed in order to arrive at his determination. The Independent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, procedures, pleadings, discovery or strict rules of any evidence, provided however that the Parties are afforded equal treatment and a reasonable right to be heard. The Independent Expert shall issue his Expert Determination not later than forty five (45) Business Days from the date of his instruction and shall include the parties reasons for the decision. Subject to the DisputeClause 36.3(h), the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertise. The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting 106 out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty (60) Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s decision shall Expert Determination will be final and binding on the Parties Parties. Subject to Clause 36.3(h), the Expert Determination shall be complied with promptly by the Parties. If the Expert Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, either Party may by notifying the other Party not later than twenty (20) Business Days after the date of issue of the determination, regard the Expert Determination as a Dispute and refer the Dispute for arbitration under Clause 36.4(a) (Arbitration). Following twenty one (21) Business Days from the date of issue of the Expert Determination, either Party may apply to the Dispute unless challenged Independent Expert for reissuance of his determination in an arbitration pursuant to Subthe form of a final and binding arbitral award by a sole arbitrator. The Independent Expert shall re-Article 41.2 within sixty (60) Days issue such determination promptly without reconsideration of the date matter. Each Party hereby agrees that any Expert Determination may be reissued in the expert’s final decision is received form of an arbitral award and further agrees to abide by the Parties to the Dispute and until replaced by any such subsequent arbitral award. In Neither Party shall bring a challenge arising from the operation of this Clause 36.3(h) against any such arbitration (i) the expert determination on the specific matter shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties to the Dispute. 107arbitral award.

Expert Determination. 41.5.1 For a Dispute on any decision referred to an expert under Articles 8.4, 12.2, 12.3 or 19.3, the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Parties parties to the Dispute. The expert is not an arbitrator of the Dispute and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party parties to the Dispute written notice of the request for such determination. If the Parties parties to the Dispute are unable to agree upon an expert within twenty ten (2010) Days after receipt of the notice of request for an expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) LCIA shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertiseexpert. The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting 106 out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor endeavour to resolve the Dispute within sixty thirty (6030) Days (but no later than ninety sixty (9060) Days) after receipt of each Party’s written response to the other Parties’ position paper his appointment, taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s 's decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 18.2(D) within sixty (60) Days of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter under Articles 8.4, 12.2, 12.3 or 19.3 shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties Parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties to the Dispute. 107The Parties further agree that any dispute in relation to technical and operating matters may, if the Parties to the dispute so agree, be submitted to an independent expert for determination in accordance with this Article 18.3.

Expert Determination. 41.5.1 For a Dispute on any decision referred to an expert under Article 8.4, 12.2, 12.3 or Exhibit B, the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Parties party to the Dispute. The expert is shall not be an arbitrator of the Dispute and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party parties to the Dispute written notice of the request for such determination. If the Parties party to the Dispute are unable to agree upon an expert within twenty ten (2010) Days after receipt of the notice of request for an expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) ICC shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertise. The expert, once appointed, shall must not have no any ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information information, and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting 106 out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties party to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty thirty (6030) Days (but no later than ninety sixty (9060) Days) after receipt of each Party’s written response to the other Parties’ position paper his appointment, taking into account the circumstances requiring an expeditious resolution of the matter in disputeDispute. The expert’s decision shall be final and binding on the Parties parties to the Dispute unless challenged in an arbitration pursuant to Sub-under Article 41.2 18.2.C within sixty (60) Days of the date the expert’s final decision is received by the Parties parties to the Dispute and until replaced by such subsequent arbitral awardDispute. In such arbitration (i) the expert determination on the specific matter under Article 8.4, 12.2, 12.3 or Exhibit B shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties party to the Dispute. 107.

Expert Determination. 41.5.1 For a Dispute on any decision referred to an expert under Articles 8.4, 12.2 or 12.3, the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Parties parties to the Dispute. The expert is not an arbitrator of the Dispute and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party parties to the Dispute written notice of the request for such determination. If the Parties parties to the Dispute are unable to agree upon an expert within twenty ten (2010) Days after receipt of the notice of request for an expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertise. The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting 106 out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor endeavour to resolve the Dispute within sixty thirty (6030) Days (but no later than ninety sixty (9060) Days) after receipt of each Party’s written response to the other Parties’ position paper his appointment, taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s 's decision shall be final and binding on the Parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 18.2(D) within sixty (60) Days of the date the expert’s final decision is received by the Parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter under Articles 8.4, 12.2 or 12.3 shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties Parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties to the Dispute. 107The Parties further agree that any dispute in relation to technical and operating matters may, if the Parties to the dispute so agree, be submitted to an independent expert for determination in accordance with this Article 18.3.

Expert Determination. 41.5.1 For a Dispute on any decision referred to an expert under Articles [8.4, 12.2 or 12.3], the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Parties parties to the Dispute. The expert is not an arbitrator of the Dispute and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for work other than as the expert. The Party desiring an expert determination shall give the other Party parties to the Dispute written notice of the request for such determination. If the Parties parties to the Dispute are unable to agree upon an expert within twenty ten (2010) Days after receipt of the notice of request for an expert determination, then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the International Chamber of Commerce (ICC) shall appoint such expert and shall administer such expert determination through the ICC’s 's Rules for Expertise. The expert, once appointed, shall have no ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting 106 out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties parties to the Dispute ten (10) Days to comment on it. The expert shall endeavor to resolve the Dispute within sixty thirty (6030) Days (but no later than ninety sixty (9060) Days) after receipt of each Party’s written response to the other Parties’ position paper his appointment, taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The expert’s 's decision shall be final and binding on the Parties parties to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 18.2(D) within sixty (60) Days of the date the expert’s 's final decision is received by the Parties parties to the Dispute and until replaced by such subsequent arbitral award. In such arbitration (i) the expert determination on the specific matter under Articles [8.4, 12.2 or 12.3] shall be entitled to a rebuttable presumption of correctness; and (ii) the expert shall not (without the written consent of the parties to the Dispute) be appointed to act as an arbitrator or as adviser to the Parties parties to the Dispute. 107.