Common use of Other Determinations Clause in Contracts

Other Determinations. In the event that the Parties are unable to reach agreement regarding (i) the establishment of Selectivity Parameters pursuant to Section 2.5.9; or (ii) designating the variant species of a protein to be included with a specific Target pursuant to Section 2.5.9, and the Parties have not resolved such dispute through good faith negotiations, such dispute shall be resolved in accordance with this Section 15.2.2. Upon written request by either Party, a dispute described in the preceding sentence will be resolved through the binding determination by a mutually agreed independent expert in the relevant field of biochemistry. In the event the Parties cannot agree on such independent Third Party, then each Party shall nominate an independent scientist with appropriate expertise, and the Parties’ nominees shall select the independent expert to perform the binding determination. Each Party shall prepare a written report setting forth its position or proposal with respect to the Selectivity Parameters and/or Target scope, as applicable, and shall submit such report to the independent expert within ten (10) days after selection of such expert. The expert shall select one of the requested positions as his or her decision, and shall not have the authority to render any substantive decision other than to so select the position of either Biogen Idec or Sunesis. The findings of such Third Party with respect to such dispute shall be binding on the Parties, and the costs of such testing shall be borne by the losing Party.