Common use of Determination by the Expert Clause in Contracts

Determination by the Expert. The Expert will render his or her final decision, including any award, if applicable, with respect to the Dispute. In the case of any Dispute arising out of the JSC inability to reach agreement on any initial draft or proposed amendment to a Research Plan, Development Plan, Development Budget, Commercialization Plan or Commercialization Budget (each, a “Selected JSC Dispute”): (a) the Parties will each submit a final version for the respective agreement that contains all the terms that have been agreed upon by the Parties and each Party’s proposal for any disputed terms; (b) the Expert will select one of the Party’s versions as his or her final decision, and the Expert will not have the authority to modify either Party’s version or render any substantive decision other than to so select the version submitted by either Party in its entirety; and (c) the Parties shall promptly enter into the version of such agreement as selected by the Expert. The decision of the Expert will be the sole, exclusive and binding remedy between the Parties regarding the Dispute submitted to such Expert, and shall be governed by the terms and conditions hereof, including the limitation on damages set forth in Section 11.5. The Parties agree that such a judgment or award may be enforced in any court of competent jurisdiction. The statute of limitations of the State of New York applicable to the commencement of a lawsuit shall apply to the commencement of arbitration under this Section 14.2.

Determination by the Expert. The Expert will render his or her final decision, including any award, if applicable, with respect to the Dispute. In the case of (a) any Dispute arising out of the JSC JRC inability to reach agreement on (i) any initial draft or proposed amendment to a the Research Plan, Development Plan, Development Budget, Commercialization Plan or Commercialization Budget (ii) whether Establishment of POC has been achieved (each, a “Selected JSC JRC Dispute”): (a) the Parties will each submit a final version for the respective agreement that contains all the terms that have been agreed upon by the Parties and each Party’s proposal for any disputed terms; ), (b) a Dispute regarding Open JDCA Terms under Section 4.1.1, or (c) a Dispute regarding any element of the Continuing Payments, as applicable, the Expert will select one of the Party’s versions positions as his or her final decision, and the Expert will not have the authority to modify either Party’s version position or render any substantive decision other than to so select the version submitted by position of either Party as set forth in its entirety; and respective written report (c) the Parties shall promptly enter into the version of such agreement as selected by the Expertinitially submitted, or as revised in accordance with Section 11.2.1, as applicable). The decision of the Expert will be the sole, exclusive and binding remedy between the Parties regarding the Dispute submitted to such Expert, and shall be governed by the terms and conditions hereof, including the limitation on damages set forth in Section 11.58.5. The Parties agree that such a judgment or award may be enforced in any court of competent jurisdiction. The statute of limitations of the State Commonwealth of New York Massachusetts applicable to the commencement of a lawsuit shall apply to the commencement of arbitration under this Section 14.211.2.