Common use of Technical Disputes Clause in Contracts

Technical Disputes. In the event a dispute over (i) whether a Milestone has been achieved, (ii) whether TGTX has used Commercially Reasonable Efforts to Develop the Licensed Product, (iii) the proper allocation of Net Sales to a Licensed Product where the Licensed Product is sold as part of a Combination Product, or (iv) the Combination Percentage (each, a “Technical Dispute”) is not resolved in accordance with the negotiation and mediation dispute resolution processes described in Section 11.1 above, then either Party may submit the matter to expert intervention in accordance with this Section 11.2. Any such intervention may be initiated by a Party by written notice to the other Party specifying the subject of the requested intervention. The Technical Dispute hearings shall be convened in New York, New York and shall be resolved by one expert, to be mutually selected by the Parties; or if the Parties fail to agree on the expert within ten (10) business days following the date of such written notice, then the Parties shall cause their respective nominees to select a third individual within ten (10) business days to serve as the expert (the “Expert”). The Expert shall be required to have pharmaceutical industry experience specifically related to conducting formulation development activities and clinical trials, and shall not be any employee, agent or consultant of any Party or an Affiliate of any Party at such time, or otherwise involved (whether by contract or otherwise) in the affairs of any Party at such time. Each Party simultaneously shall submit to the Expert its proposal with respect to its position on the resolution of the Technical Dispute without having seen the other Party’s proposal, along with a discussion document explaining the rationale therefor. The Expert shall have the right to meet with the Parties, either alone or together, and shall have the right to request additional information and documents from each Party. The Expert shall select only one of the Parties’ proposals based on the Expert’s determination of which proposal is more consistent with the Expert’s opinion on the resolution of the Technical Dispute (and consistent with the terms of this Agreement), and shall provide a brief written rationale for such selection. The Expert’s decision shall be final and shall be binding upon the Parties under this Agreement. The Parties shall submit their documentation to the Expert within fifteen (15) days of selection of the Expert and provide any requested additional information and documents within ten (10) days of such request. The Expert shall make his or her decision within fifteen (15) days of such submission (extended by the Expert in his discretion to provide adequate time to review requested documents but in no event shall the decision be made more than thirty (30) days after submission).

Technical Disputes. In the event a dispute over (i) whether a Milestone has been achieved, (ii) whether TGTX Checkpoint has used Commercially Reasonable Efforts to Develop the Licensed Product, (iii) whether Licensor has met its obligations under the Work Plan, (iv) the proper allocation of Net Sales to a Licensed Product where the Licensed Product is sold as part of a Combination Product, or (ivv) the Combination Percentage (each, a “Technical Dispute”) is not resolved in accordance with the negotiation and mediation dispute resolution processes described in Section 11.1 above, then either Party may submit the matter to expert intervention in accordance with this Section 11.2. Any such intervention may be initiated by a Party by written notice to the other Party specifying the subject of the requested intervention. The Technical Dispute hearings shall be convened in New York, New York and shall be resolved by one expert, to be mutually selected by the Parties; or if the Parties fail to agree on the expert within ten (10) business days following the date of such written notice, then the Parties shall cause their respective nominees to select a third individual within ten (10) business days to serve as the expert (the “Expert”). The Expert shall be required to have pharmaceutical industry experience specifically related to conducting formulation development activities and clinical trials, and shall not be any employee, agent or consultant of any Party or an Affiliate of any Party at such time, or otherwise involved (whether by contract or otherwise) in the affairs of any Party at such time. Each Party simultaneously shall submit to the Expert its proposal with respect to its position on the resolution of the Technical Dispute without having seen the other Party’s proposal, along with a discussion document explaining the rationale therefor. The Expert shall have the right to meet with the Parties, either alone or together, and shall have the right to request additional information and documents from each Party. The Expert shall select only one of the Parties’ proposals based on the Expert’s determination of which proposal is more consistent with the Expert’s opinion on the resolution of the Technical Dispute (and consistent with the terms of this Agreement), and shall provide a brief written rationale for such selection. The Expert’s decision shall be final and shall be binding upon the Parties under this Agreement. The Parties shall submit their documentation to the Expert within fifteen (15) days of selection of the Expert and provide any requested additional information and documents within ten (10) days of such request. The Expert shall make his or her decision within fifteen (15) days of such submission (extended by the Expert in his discretion to provide adequate time to review requested documents but in no event shall the decision be made more than thirty (30) days after submission).

Technical Disputes. (a) In the event that a Dispute that is deemed a Technical Dispute under the terms of this Agreement or that the Parties and the Lender Representative (with respect to disputes involving rights granted herein to the Committee) mutually agree in writing is a dispute over (i) whether a Milestone has been achieved, (ii) whether TGTX has used Commercially Reasonable Efforts to Develop the Licensed Product, (iii) the proper allocation of Net Sales to a Licensed Product where the Licensed Product is sold as part of a Combination Product, or technical nature (iv) the Combination Percentage (each, in either case a “"Technical Dispute”") is cannot be resolved in accordance with under the negotiation and mediation dispute resolution processes described procedures specified in Section 11.1 above15.1 and Section 15.2, then either Party may submit the matter to expert intervention in accordance with this Section 11.2. Any such intervention may be initiated by a Party by written notice to the other Party specifying the subject of the requested intervention. The Technical Dispute hearings shall be convened in New York, New York and shall be resolved by one expert, to be mutually selected by the Parties; or if the Parties fail to agree on and the expert within Lender Representative shall, no later than ten (10) business days following after the date of such written notice, then the Parties shall cause their respective nominees to select a third individual within ten (10) business days to serve as the expert (the “Expert”). The Expert shall be required to have pharmaceutical industry experience specifically related to conducting formulation development activities and clinical trials, and shall not be any employee, agent or consultant of any Party or an Affiliate of any Party at such time, or otherwise involved (whether by contract or otherwise) in the affairs of any Party at such time. Each Party simultaneously shall submit to the Expert its proposal with respect to its position on the resolution delivery of the Technical Dispute without having seen Notice, unanimously appoint a technical expert (the other Party’s proposal"Technical Expert"), along with a discussion document explaining to resolve such Technical Dispute. (b) If the rationale therefor. The Expert shall have Parties and the right Lender Representative are unable to meet with agree to the Parties, either alone or together, and shall have the right to request additional information and documents from each Party. The Expert shall select only one of the Parties’ proposals based on the Expert’s determination of which proposal is more consistent with the Expert’s opinion on the resolution appointment of the Technical Dispute (Expert, then each Party and consistent with the terms of this Agreement), and Committee shall provide a brief written rationale for such selection. The Expert’s decision shall be final and shall be binding upon the Parties under this Agreement. The Parties shall submit their documentation to the Expert within fifteen (15) days of selection of the Expert and provide any requested additional information and documents within ten (10) days of their receipt of the Technical Dispute Notice choose an expert and those experts shall choose the Technical Expert jointly. If those experts cannot agree upon the Technical Expert within five (5) days, then the dispute shall be resolved through the procedures set out in Section 15.4 with the Technical Dispute Notice being treated as an Arbitration Notice delivered at the end of such requestfive (5) day period. The Once the Technical Expert is appointed: (i) the Technical Expert shall make promptly (x) fix a reasonable time and place for receiving representations, submissions, or information from the Parties and the Lender Representative, and (y) issue directions to the Parties and the Lender Representative for the proper conduct of any hearing; (ii) the Parties and the Lender Representative shall provide the Technical Expert with all evidence and information (including, without limitation, the production of documentation and witnesses) within their respective possession or control as the Technical Expert may consider necessary for resolving the Technical Dispute or that, in the opinion of the providing Party or Lender Representative, is relevant to and bears upon the matter to be determined; (iii) each Party and the Lender Representative may utilize such lawyers, consultants, and advisers as it feels appropriate to present their respective cases, provided, that the Parties and the Lender Representative shall cooperate and seek to narrow and limit the issues to be determined; (iv) the Technical Expert shall render his or her decision with full reasons within fifteen (15) days of such submission (extended by the Expert in his discretion to provide adequate time to review requested documents but in no event shall the decision be made more than thirty (30) days after submission).the date of his appointment; (v) the determination of the Technical Expert shall, except in the event of fraud, be final and binding upon the Parties and the Lender Representative; and (vi) each Party and the Lender Representative shall bear the costs and expenses of all lawyers, consultants, advisers, witnesses, and employees retained by it in any Technical Dispute referred to a Technical Expert, and the costs and expenses of the Technical Expert shall be shared equally by the Parties. 15.4