DETERMINATION BY AN EXPERT. 10.1. Any dispute about the effect of a Reorganisation shall be referred to an independent expert (the “Independent Expert”) to be appointed by agreement in writing between the Optionee and the Company within [***] of the dispute or, failing such agreement, to be appointed by the President (or his nominee) of the Institute of Chartered Accountants in England and Wales. 10.2. The Independent Expert shall use all reasonable endeavours to reach its conclusions under this clause 10 within [***]. 10.3. The Independent Expert shall act as an expert and not as an arbitrator and shall determine the effect of a Reorganisation, which may include any issue involving the interpretation of any provision of this Agreement, its jurisdiction to determine the matters and issues referred to it or its terms of reference. The Independent Expert’s written decision on the matters referred to them shall, in the absence of manifest error or fraud, be final and binding on the Parties. 10.4. Each Party shall bear its own costs in relation to the reference to the Independent Expert.
Appears in 3 contracts
Sources: License and Collaboration Agreement (Spring Bank Pharmaceuticals, Inc.), License and Collaboration Agreement (Denali Therapeutics Inc.), License and Collaboration Agreement (Denali Therapeutics Inc.)