Common use of Expert Resolution Clause in Contracts

Expert Resolution. In the event that a matter is referred for expert resolution under this Section 12.1.4 pursuant to Section 1.10.2(d) or under Appendix 3, the matter will be resolved by a panel of three (3) industry experts experienced in the issues comprising such dispute. One expert will be chosen by ▇▇▇▇▇, one expert will be chosen by ▇▇▇▇▇▇ and the third expert will be chosen by mutual agreement of the experts chosen by ▇▇▇▇▇ and Biogen. The place of such expert resolution will be in Chicago, Illinois. Within [***] days after the selection of the third expert (which will occur not later than [***] days after a Party notifies the other Party that it elects to have a dispute resolved pursuant to this Section 12.1.4), the Parties will each simultaneously submit to the expert panel and one another a written statement of their respective positions on the relevant dispute. Each Party will have [***] days from receipt of the other Party’s submission to submit a written response thereto, which will include any scientific and technical information in support thereof. The expert panel will conduct at least one hearing at which each Party will have the opportunity to advocate its position before the other Party and the expert panel. The expert panel will have the right to further meet with both Parties together, as necessary to make a determination. There will be no ex parte communications between an individual Party and either the expert panel or one or more experts. All documents submitted will be in the English language. Further, the expert panel will have the right to request information and materials and to require and facilitate discovery as it will determine is appropriate in the circumstances, taking into account the needs of the Parties and the desirability of making discovery expeditious and cost-effective determinations. No later than 90 days after the designation of the third expert or as otherwise agreed by the Parties, the expert panel will make a determination. The expert panel will provide the Parties with a written statement setting forth the basis of the determination in connection therewith. The decision of the expert panel will be final, binding and conclusive, absent manifest error. Each Party will bear its attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.) and the Parties will share equally (50/50) the fees and costs of the expert panel. Judgment upon any award rendered pursuant to this Section 12.1.4 may be entered by any court having jurisdiction over the Parties’ assets. Except to the extent necessary to confirm or enforce an award or as may be required by law, neither Party nor any of the experts may disclose the existence, content or results of any proceeding under this Section 12.1.4 without the prior written consent of both Parties.

Expert Resolution. In If a Party submits an unresolved dispute for binding arbitration pursuant to Section 5.5(c), such dispute shall be resolved as follows (the event that “Expert Resolution”): (i) The Parties shall set a matter date for a meeting of the Expert Committee (the “Experts Meeting”), which date shall be no more than sixty (60) days after the date the Expert Resolution is referred initiated. The Experts Meeting shall be held in a location determined by the Expert Committee. Each Party shall appoint one (1) Expert for expert resolution the Expert Committee within ten (10) days after the date the Expert Resolution is demanded under this Section 12.1.4 pursuant to Section 1.10.2(d14.2(b). The two (2) or under Appendix 3, the matter will be resolved by a panel of three (3) industry experts experienced in the issues comprising such dispute. One expert will be chosen by ▇▇▇▇▇, one expert will be chosen by ▇▇▇▇▇▇ and Experts shall appoint the third expert will be chosen by mutual agreement of the experts chosen by ▇▇▇▇▇ and Biogen. The place of such expert resolution will be in Chicago, Illinois. Within [***] Expert within ten (10) days after the selection date the second Expert has been appointed. The Expert Resolution shall be “baseball” style; accordingly, at least fourteen (14) days prior to the date of the third expert Expert Resolution, each Party shall provide the Expert Committee with a brief outlining its position. Briefs may be no more than thirty (which 30) pages, and must clearly provide and identify the Party’s position with respect to the disputed matter. After receiving both Parties’ opening briefs, the Expert Committee will occur not later distribute each Party’s brief to the other Party. Seven (7) days in advance of the Expert Resolution, the Parties shall submit and exchange response briefs of no more than [***] days after a Party notifies fifteen (15) pages. The Parties’ briefs may include or attach relevant exhibits in the form of documentary evidence, any other material voluntarily disclosed to the other Party that it elects in advance, or publicly available information. The Parties’ briefs may also include or attach demonstratives and/or expert opinion based on the permitted documentary evidence. The Experts Meeting shall consist of a one (1) day hearing of no longer than eight (8) hours, such time to have a dispute resolved pursuant to this Section 12.1.4)be split equally between the Parties, in the form of presentations by counsel and/or employees and officers of the Parties. No live witnesses shall be permitted except expert witnesses whose opinions were provided with the Parties’ briefs. (ii) No later than ten (10) days following the Experts Meeting, the Parties will each simultaneously submit Expert Committee shall issue their written decision. The Expert Committee shall select one Party’s proposed positions as their decision, and shall not have the authority to render any substantive decision other than to select the expert panel and one another a written statement of their respective proposal submitted by either Company or Licensee. The Expert Committee shall have no discretion or authority with respect to modifying the positions on the relevant dispute. Each Party will have [***] days from receipt of the other Party’s submission to submit a written response thereto, which will include any scientific and technical information in support thereofParties. The expert panel will conduct at least one hearing at which each Party will have the opportunity to advocate its position before the other Party Expert Committee’s decision shall be final and the expert panel. The expert panel will have the right to further meet with both Parties together, as necessary to make a determination. There will be no ex parte communications between an individual Party and either the expert panel or one or more experts. All documents submitted will be in the English language. Further, the expert panel will have the right to request information and materials and to require and facilitate discovery as it will determine is appropriate in the circumstances, taking into account the needs of binding on the Parties and may be enforced in any court of competent jurisdiction. The Parties shall equally share the desirability of making discovery expeditious costs and cost-effective determinationsexpenses in connection with such Expert Resolution proceeding and the Expert Committee fees and expenses. No later than 90 days after Except in a proceeding to enforce the designation results of the third expert Expert Resolution proceeding or as otherwise agreed by the Parties, the expert panel will make a determination. The expert panel will provide the Parties with a written statement setting forth the basis of the determination in connection therewith. The decision of the expert panel will be final, binding and conclusive, absent manifest error. Each Party will bear its attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.) and the Parties will share equally (50/50) the fees and costs of the expert panel. Judgment upon any award rendered pursuant to this Section 12.1.4 may be entered by any court having jurisdiction over the Parties’ assets. Except to the extent necessary to confirm or enforce an award or as may be required by lawApplicable Law, neither Party nor any of the experts expert may disclose the existence, content or results of any Expert Resolution proceeding under this Section 12.1.4 hereunder without the prior written consent of both Parties.