Common use of Resolution of Certain Disputes Clause in Contracts

Resolution of Certain Disputes. a) If the Parties are unable to resolve any monetary dispute under this Agreement or any dispute as to the interpretation of a provision of this Agreement (each, a "Dispute"), subject to the additional procedures set forth in SUBPARAGRAPHS 2(e) AND 5(b), the baseball decision rules ("Baseball Arbitration") set forth in SUBPARAGRAPH 14(b) shall apply. If the Parties are unable to resolve any other disputes (each a "Breach Dispute"), including without limitation disputes regarding a breach or default under this agreement, the parties shall arbitrate such dispute pursuant to the rules set forth in SUBPARAGRAPH 14(c). b) Any such matter shall be resolved by a single Arbitrator. In the event of a Dispute, either party may request by written notice to the other party that it wishes to submit the disputed matter for resolution by Baseball Arbitration. The parties agree to submit to an Arbitrator within 30 days after the requesting party's notice has been received by the other party. Within fifteen (15) days (the "Submission Period") after the appointment of the arbitrator (the "Arbitrator") in accordance with the Commercial Arbitration Rules (then in effect) of the American Arbitration Association for arbitration of commercial disputes (the "AAA"), each Party shall submit to the Arbitrator its own proposal for the resolution of the contested issue. Such submissions shall remain secret until after the Arbitrator has received each Party's proposal, at which time the Arbitrator shall inform each Party of the other's proposal. No such proposal may be amended after it is submitted to the Arbitrator. The Arbitrator shall compare the proposals. Except as otherwise provided in SUBPARAGRAPH 4(b) for arbitration thereunder, the Arbitrator shall determine which proposal he or she believes to be the resolution most closely in accordance with the relevant provisions of this Agreement and shall order the adoption of such proposal as the relief granted. If any Party fails to submit its proposal by the end of the Submission Period, the Arbitrator shall order the adoption of the other Party's proposal. The Arbitrator may rely upon such evidence as the Arbitrator may choose in his or her discretion in making such determination, and may permit discovery in accordance with the provisions of this SUBPARAGRAPH 14(a). c) Any such mater shall be resolved by a single Arbitrator. In the event of a Breach Dispute either party may request by written notice to the other party that it wishes to submit the disputed matter for resolution by an Arbitrator. The parties agree to submit to an Arbitrator within 30 days after the requesting party's notice has been received by the other party. During the Submission Period, the parties shall appoint the Arbitrator in accordance with the Commercial Arbitration Rules (then in effect) of the American Arbitration Association for arbitration of commercial disputes (the "AAA"). The parties agree to permit discovery proceedings of the type provided by the Federal Rules of Civil Procedure both in advance of, and during recesses of, the arbitration hearings. The parties agree that the arbitrator shall have no jurisdiction to consider evidence with respect to or render an award or judgment for punitive damages (or any other amount awarded for the purpose of imposing a penalty). d) The arbitration hearing shall be located at a neutral site as mutually agreed by the parties, or if the parties cannot so agree, then (i) if the arbitration is commenced by Licensee, the location of the arbitration shall be in Seattle, Washington, or (ii) if the arbitration is commenced by Operator, the location of the arbitration shall be in New York, New York. The Federal Rules of Evidence shall apply to the arbitration hearing. The Party bringing a particular claim or asserting an affirmative defense will have the burden of proof with respect thereto. Each Party shall bear the burden of persuasion with respect to its proposal for resolution of the matter. The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration proceedings shall be deemed to be information subject to the confidentiality provisions of this Agreement. The Arbitrator will have no power or authority, pursuant to the rules of the AAA or otherwise, to relieve the Parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this Agreement, including without limitation the provisions of this Paragraph. e) Should an Arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this Paragraph, the Arbitrator shall be replaced pursuant to the rules of the AAA. If an arbitrator is replaced after the arbitration hearing has commenced, then a rehearing shall take place in accordance with this Paragraph and the rules of the AAA. f) Within fifteen (15) days after the closing of the arbitration hearing, the Arbitrator will prepare and distribute to the parties a writing setting forth the Arbitrator's or Arbitration Panel's finding of facts and any relevant conclusions of law relating to the Dispute, including the reasons for the giving or denial of any award. The findings and conclusions and the award, if any, shall be deemed to be information subject to the confidentiality provisions of this Agreement. g) The Arbitrator is instructed to schedule promptly all discovery and other procedural steps and otherwise to assume case management initiative and control to effect an efficient and expeditious resolution of the Dispute. The Arbitrator or Arbitration Panel is authorized to issue monetary sanctions against either party if, upon a showing of good cause, such party is unreasonably delaying the proceeding. h) Any award rendered by the Arbitrator will be final, conclusive and binding upon the Parties and any judgment thereon may be entered and enforced in any court of competent jurisdiction. i) Each Party will bear an equal one-half of all fees, costs and expenses of the Arbitrators, and notwithstanding any law to the contrary, each Party will bear all the fees, costs and expenses of its own attorneys, experts and witnesses; provided, however, in connection with any judicial proceeding to compel arbitration pursuant to this Agreement or to confirm, vacate or enforce any award rendered by the Arbitrator, the prevailing party in such a proceeding shall be entitled to recover reasonable attorney's fees and expenses incurred in connection with such proceedings, in addition to any other relief to which it may be entitled; the non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the AAA, and the expenses, including without limitation, attorneys' fees and costs, and expert and witness fees and costs, incurred by the other party to the arbitration. j) Notwithstanding anything to the contrary in this PARAGRAPH 14, either party may seek injunctive relief from a court of competent jurisdiction (in accordance with PARAGRAPH 19 at any time without complying with the foregoing provisions.

Resolution of Certain Disputes. (a) If the Parties parties are unable to resolve any monetary dispute under this Agreement or any dispute as to the interpretation of a provision of this Agreement (each, a "Dispute"), subject to the additional procedures set forth in SUBPARAGRAPHS 2(e) AND 5(b), the baseball decision rules ("Baseball Arbitration") set forth in SUBPARAGRAPH 14(bSection 10.12(b) shall apply. If the Parties parties are unable to resolve any other disputes (each a "Breach Dispute"), including without limitation disputes regarding a breach or default under this agreementAgreement, the parties shall arbitrate such dispute pursuant to the rules set forth in SUBPARAGRAPH 14(cSection 10.12(c). (b) Any such matter Dispute shall be resolved by a single Arbitrator. In the event of a Dispute, either party may request by written notice to the other party that it wishes to submit the disputed matter for resolution by Baseball Arbitration. The parties agree to submit to an Arbitrator within 30 days after the requesting party's notice has been received by the other party. Within fifteen (15) days (the "Submission Period") after the appointment of the arbitrator (the "Arbitrator") in accordance with the Commercial Arbitration Rules (then in effect) of the American Arbitration Association for arbitration of commercial disputes (the "AAA"), each Party party shall submit to the Arbitrator its own proposal for the resolution of the contested issue. Such submissions shall remain secret until after the Arbitrator has received each Partyparty's proposal, at which time the Arbitrator shall inform each Party party of the other's proposal. No such proposal may be amended after it is submitted to the Arbitrator. The Arbitrator shall compare the proposals. Except as otherwise provided in SUBPARAGRAPH 4(b) for arbitration thereunder, the The Arbitrator shall determine which proposal he or she believes to be the resolution most closely in accordance with the relevant provisions of this Agreement and shall order the adoption of such proposal as the relief granted. If any Party party fails to submit its proposal by the end of the Submission Period, the Arbitrator shall order the adoption of the other Partyparty's proposal. The Arbitrator may rely upon such evidence as the Arbitrator may choose in his or her discretion in making such determination, and may permit discovery in accordance with the provisions of this SUBPARAGRAPH 14(aSection 10.12(b). (c) Any such mater Breach Dispute shall be resolved by a single Arbitrator. In the event of a Breach Dispute either party may request by written notice to the other party that it wishes to submit the disputed matter for resolution by an Arbitrator. The parties agree to submit to an Arbitrator within 30 days after the requesting party's notice has been received by the other party. During the Submission Period, the parties shall appoint the Arbitrator in accordance with the Commercial Arbitration Rules (then in effect) of the American Arbitration Association for arbitration of commercial disputes (the "AAA"). The parties agree to permit discovery proceedings of the type provided by the Federal Rules of Civil Procedure both in advance of, and during recesses of, the arbitration hearings. The parties agree that the arbitrator Arbitrator shall have no jurisdiction to consider evidence with respect to or render an award or judgment for punitive damages (or any other amount awarded for the purpose of imposing a penalty). (d) The arbitration hearing shall be located at a neutral site as mutually agreed by the parties, or if the parties cannot so agree, then (i) if the arbitration is commenced by Licensee, the location of the arbitration shall be in Seattle, Washington, or (ii) if the arbitration is commenced by Operator, the location of the arbitration shall be in New York, New York. The Federal Rules of Evidence shall apply to the arbitration hearing. The Party party bringing a particular claim or asserting an affirmative defense will have the burden of proof with respect thereto. Each Party party shall bear the burden of persuasion with respect to its proposal for resolution of the matter. The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration proceedings shall be deemed to be information subject to the confidentiality provisions of this Agreement. The Arbitrator will have no power or authority, pursuant to the rules of the AAA or otherwise, to relieve the Parties parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this Agreement, including without limitation the provisions of this ParagraphSection. (e) Should an Arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this ParagraphSection, the Arbitrator shall be replaced pursuant to the rules of the AAA. If an arbitrator is replaced after the arbitration hearing has commenced, then a rehearing shall take place in accordance with this Paragraph Section and the rules of the AAA. (f) Within fifteen (15) days after the closing of the arbitration hearing, the Arbitrator will prepare and distribute to the parties a writing setting forth the Arbitrator's or Arbitration Panel's finding of facts and any relevant conclusions of law relating to the Dispute, including the reasons for the giving or denial of any award. The findings and conclusions and the award, if any, shall be deemed to be information subject to the confidentiality provisions of this Agreement. (g) The Arbitrator is instructed to schedule promptly all discovery and other procedural steps and otherwise to assume case management initiative and control to effect an efficient and expeditious resolution of the Dispute. The Arbitrator or Arbitration Panel is authorized to issue monetary sanctions against either party if, upon a showing of good cause, such party is unreasonably delaying the proceeding. (h) Any award rendered by the Arbitrator will be final, conclusive conclusive, and binding upon the Parties parties and any judgment thereon may be entered and enforced in any court of competent jurisdiction. (i) Each Party party will bear an equal one-half of all fees, costs and expenses of the Arbitrators, and notwithstanding any law to the contrary, each Party party will bear all the fees, costs and expenses of its own attorneys, experts and witnesses; provided, however, in connection with any judicial proceeding to compel arbitration pursuant to this Agreement or to confirm, vacate or enforce any award rendered by the Arbitrator, the prevailing party in such a proceeding shall be entitled to recover reasonable attorney's fees and expenses incurred in connection with such proceedings, in addition to any other relief to which it may be entitled; the non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the AAA, and the expenses, including without limitation, attorneys' fees and costs, and expert and witness fees and costs, incurred by the other party to the arbitration. (j) Notwithstanding anything to the contrary in this PARAGRAPH 14contrary, neither party shall have any obligation to arbitrate claims for injunctive relief, specific performance, or other equitable relief or for the use or unauthorized disclosure of confidential information, as to which either party may shall be entitled to seek injunctive and obtain relief from a court of competent jurisdiction (in accordance with PARAGRAPH 19 at any time without complying with the foregoing provisionsjurisdiction.

Resolution of Certain Disputes. aA) If the Parties are unable to resolve any monetary dispute under this Agreement or any dispute as to the interpretation of a provision of this Agreement (each, a "Dispute"), subject to the additional procedures set forth in SUBPARAGRAPHS 2(e) AND 5(b), the baseball decision rules ("Baseball Arbitration") set forth in SUBPARAGRAPH 14(b) shall apply. If the Parties are unable to resolve any other disputes (each a "Breach Dispute"), including without limitation disputes regarding a breach or default under this agreement, the parties shall arbitrate such dispute pursuant to the rules set forth in SUBPARAGRAPH 14(c). bB) Any such matter shall be resolved by a single Arbitrator. In the event of a Dispute, either party may request by written notice to the other party that it wishes to submit the disputed matter for resolution by Baseball Arbitration. The parties agree to submit to an Arbitrator within 30 days after the requesting party's notice has been received by the other party. Within fifteen (15) days (the "Submission Period") after the appointment of the arbitrator (the "Arbitrator") in accordance with the Commercial Arbitration Rules (then in effect) of the American Arbitration Association for arbitration of commercial disputes (the "AAA"), each Party shall submit to the Arbitrator its own proposal for the resolution of the contested issue. Such submissions shall remain secret until after the Arbitrator has received each Party's proposal, at which time the Arbitrator shall inform each Party of the other's proposal. No such proposal may be amended after it is submitted to the Arbitrator. The Arbitrator shall compare the proposals. Except as otherwise provided in SUBPARAGRAPH 4(b) for arbitration thereunder, the Arbitrator shall determine which proposal he or she believes to be the resolution most closely in accordance with the relevant provisions of this Agreement and shall order the adoption of such proposal as the relief granted. If any Party fails to submit its proposal by the end of the Submission Period, the Arbitrator shall order the adoption of the other Party's proposal. The Arbitrator may rely upon such evidence as the Arbitrator may choose in his or her discretion in making such determination, and may permit discovery in accordance with the provisions of this SUBPARAGRAPH 14(a). cC) Any such mater shall be resolved by a single Arbitrator. In the event of a Breach Dispute either party may request by written notice to the other party that it wishes to submit the disputed matter for resolution by an Arbitrator. The parties agree to submit to an Arbitrator within 30 days after the requesting party's notice has been received by the other party. During the Submission Period, the parties shall appoint the Arbitrator in accordance with the Commercial Arbitration Rules (then in effect) of the American Arbitration Association for arbitration of commercial disputes (the "AAA"). The parties agree to permit discovery proceedings of the type provided by the Federal Rules of Civil Procedure both in advance of, and during recesses of, the arbitration hearings. The parties agree that the arbitrator shall have no jurisdiction to consider evidence with respect to or render an award or judgment for punitive damages (or any other amount awarded for the purpose of imposing a penalty). dD) The arbitration hearing shall be located at a neutral site as mutually agreed by the parties, or if the parties cannot so agree, then (i) if the arbitration is commenced by Licensee, the location of the arbitration shall be in Seattle, Washington, or (ii) if the arbitration is commenced by Operator, the location of the arbitration shall be in New York, New York. The Federal Rules of Evidence shall apply to the arbitration hearing. The Party bringing a particular claim or asserting an affirmative defense will have the burden of proof with respect thereto. Each Party shall bear the burden of persuasion with respect to its proposal for resolution of the matter. The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration proceedings shall be deemed to be information subject to the confidentiality provisions of this Agreement. The Arbitrator will have no power or authority, pursuant to the rules of the AAA or otherwise, to relieve the Parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this Agreement, including without limitation the provisions of this Paragraph. eE) Should an Arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this Paragraph, the Arbitrator shall be replaced pursuant to the rules of the AAA. If an arbitrator is replaced after the arbitration hearing has commenced, then a rehearing shall take place in accordance with this Paragraph and the rules of the AAA. fF) Within fifteen (15) days after the closing of the arbitration hearing, the Arbitrator will prepare and distribute to the parties a writing setting forth the Arbitrator's or Arbitration Panel's finding of facts and any relevant conclusions of law relating to the Dispute, including the reasons for the giving or denial of any award. The findings and conclusions and the award, if any, shall be deemed to be information subject to the confidentiality provisions of this Agreement. gG) The Arbitrator is instructed to schedule promptly all discovery and other procedural steps and otherwise to assume case management initiative and control to effect an efficient and expeditious resolution of the Dispute. The Arbitrator or Arbitration Panel is authorized to issue monetary sanctions against either party if, upon a showing of good cause, such party is unreasonably delaying the proceeding. hH) Any award rendered by the Arbitrator will be final, conclusive and binding upon the Parties and any judgment thereon may be entered and enforced in any court of competent jurisdiction. iI) Each Party will bear an equal one-half of all fees, costs and expenses of the Arbitrators, and notwithstanding any law to the contrary, each Party will bear all the fees, costs and expenses of its own attorneys, experts and witnesses; provided, however, in connection with any judicial proceeding to compel arbitration pursuant to this Agreement or to confirm, vacate or enforce any award rendered by the Arbitrator, the prevailing party in such a proceeding shall be entitled to recover reasonable attorney's fees and expenses incurred in connection with such proceedings, in addition to any other relief to which it may be entitled; the non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the AAA, and the expenses, including without limitation, attorneys' fees and costs, and expert and witness fees and costs, incurred by the other party to the arbitration. jJ) Notwithstanding anything to the contrary in this PARAGRAPH 14, either party may seek injunctive relief from a court of competent jurisdiction (in accordance with PARAGRAPH 19 at any time without complying with the foregoing provisions.

Resolution of Certain Disputes. a(i) With respect to any matter which requires action by the Sellers and the consent of Purchaser or the agreement of the Sellers and Purchaser pursuant to this Section 15.04, the Sellers shall notify Purchaser in writing of the action they propose to take, setting forth with particularity the nature of such action, the identity of the individual or firm proposed to perform such action (if applicable), the proposed time frame for commencing and completing such action, and the estimated cost associated with such action (each such action, a "Recommended Action"). The Sellers shall provide Purchaser with copies of all sampling data, environmental reports, proposals and correspondence (drafts and final) relating to the subject matter of the Recommended Action. If Purchaser disagrees with the Parties Recommended Action, in whole or in part, Purchaser shall notify the Sellers in writing of its specific disagreement regarding such Recommended Action (a "Dispute Notification") within 15 days of its receipt of notice of the Recommended Action in accordance with this paragraph (e)(i) (the "Dispute Notification Period"). Purchaser and the Sellers shall thereafter negotiate in good faith in an attempt to reach agreement as to the disputed Recommended Action. If Purchaser and the Sellers are unable to resolve any monetary the dispute under this Agreement or any dispute as to within 10 days after the interpretation Sellers' receipt of a provision of this Agreement (each, a "Dispute"), subject to the additional procedures set forth in SUBPARAGRAPHS 2(e) AND 5(b), the baseball decision rules ("Baseball Arbitration") set forth in SUBPARAGRAPH 14(b) shall apply. If the Parties are unable to resolve any other disputes (each a "Breach Dispute"), including without limitation disputes regarding a breach or default under this agreement, the parties shall arbitrate such dispute pursuant to the rules set forth in SUBPARAGRAPH 14(c). b) Any such matter shall be resolved by a single Arbitrator. In the event of a DisputeDispute Notification, either party Purchaser or the Sellers may request by provide written notice to the other party that it wishes of its intent to submit the disputed matter for resolution to arbitration, and such dispute shall be resolved by Baseball Arbitration. The parties arbitration. (ii) If the Recommended Action (or portion thereof subject to dispute) is submitted to arbitration, each of Purchaser and the Sellers, collectively, shall select an arbitrator, and a third arbitrator shall be chosen by the other two arbitrators, provided that if the two arbitrators fail to agree to submit to an Arbitrator upon the third arbitrator within 30 days after receipt of notice to submit the requesting party's notice has been received matter to arbitration, the additional arbitrator shall be appointed by the other partyAmerican Arbitration Association, in the state in which the relevant Site is located. Within fifteen (15) days (the "Submission Period") after the appointment The provisions of the arbitrator Federal Arbitration Act (the "Arbitrator"9 U.S.C. Section 1-14) in accordance with the Commercial Arbitration Rules (then in effect) and commercial arbitration rules of the American Arbitration Association for shall be followed in any arbitration, unless modified pursuant to mutual agreement of Purchaser and the Sellers with the concurrence of the arbitration of commercial disputes panel. (the "AAA"), each Party iii) Any arbitration conducted pursuant to this Section 15.04(e) shall submit be limited to the Arbitrator its own proposal for the resolution of the contested issue. Such submissions shall remain secret until after dispute set forth in the Arbitrator has received each Party's proposal, at which time the Arbitrator shall inform each Party of the other's proposal. No such proposal may be amended after it is submitted to the Arbitrator. The Arbitrator shall compare the proposals. Except as otherwise provided in SUBPARAGRAPH 4(b) for arbitration thereunder, the Arbitrator shall determine which proposal he or she believes to be the resolution most closely in accordance with the relevant provisions of this Agreement and shall order the adoption of such proposal as the relief granted. If any Party fails to submit its proposal by the end of the Submission Period, the Arbitrator shall order the adoption of the other Party's proposal. The Arbitrator may rely upon such evidence as the Arbitrator may choose in his or her discretion in making such determinationDispute Notification, and may permit discovery in accordance with the provisions of this SUBPARAGRAPH 14(a). c) Any such mater shall be resolved by a single Arbitrator. In the event of a Breach Dispute either party may request by written notice to the other party that it wishes to submit the disputed matter for resolution by an Arbitrator. The parties agree to submit to an Arbitrator within 30 days after the requesting party's notice has been received by the other party. During the Submission Period, the parties shall appoint the Arbitrator in accordance with the Commercial Arbitration Rules (then in effect) of the American Arbitration Association for arbitration of commercial disputes (the "AAA"). The parties agree to permit discovery proceedings of the type provided by the Federal Rules of Civil Procedure both in advance of, and during recesses of, the arbitration hearings. The parties agree that the arbitrator arbitrators shall have no jurisdiction or authority to consider evidence with respect resolve any claims not related to such dispute, whether arising by way of asserted rights, offsets or render an award or judgment for punitive damages (or any other amount awarded for the purpose of imposing a penalty). d) otherwise. The arbitration hearing arbitrators' decision shall be located at a neutral site as mutually agreed by final and binding on Purchaser and the parties, or if the parties cannot so agree, then (i) if the Sellers. Any arbitration is commenced by Licensee, the location of the arbitration award shall be in Seattle, Washington, or (ii) if the arbitration is commenced by Operator, the location of the arbitration shall be in New York, New York. The Federal Rules of Evidence shall apply to the arbitration hearing. The Party bringing a particular claim or asserting an affirmative defense will have the burden of proof with respect thereto. Each Party shall bear the burden of persuasion with respect to its proposal for resolution of the matter. The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration proceedings shall be deemed to be information subject to the confidentiality provisions of this Agreement. The Arbitrator will have no power or authority, pursuant to the rules of the AAA or otherwise, to relieve the Parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this Agreement, including without limitation the provisions of this Paragraph. e) Should an Arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this Paragraph, the Arbitrator shall be replaced pursuant to the rules of the AAA. If an arbitrator is replaced after the arbitration hearing has commenced, then a rehearing shall take place in accordance with this Paragraph and the rules of the AAA. f) Within fifteen (15) days after the closing of the arbitration hearing, the Arbitrator will prepare and distribute to the parties a writing setting forth the Arbitrator's or Arbitration Panel's finding of facts and any relevant conclusions of law relating to the Dispute, including the reasons for the giving or denial of any award. The findings and conclusions and the award, if any, shall be deemed to be information subject to the confidentiality provisions of this Agreement. g) The Arbitrator is instructed to schedule promptly all discovery and other procedural steps and otherwise to assume case management initiative and control to effect an efficient and expeditious resolution of the Dispute. The Arbitrator or Arbitration Panel is authorized to issue monetary sanctions against either party if, upon a showing of good cause, such party is unreasonably delaying the proceeding. h) Any award rendered by the Arbitrator will be final, conclusive and binding upon the Parties and any judgment thereon may be entered and enforced enforceable in any court of competent jurisdiction. i) . Each Party will bear an equal one-half of all fees, Purchaser and the Sellers hereby consents to such jurisdiction and to entry of judgment thereon. The costs and expenses of the Arbitrators, and notwithstanding any law to the contrary, each Party will bear all the fees, costs and expenses of its own attorneys, experts and witnesses; provided, however, in connection with any judicial proceeding to compel arbitration pursuant to this Agreement or to confirm, vacate or enforce any award rendered by the Arbitrator, the prevailing party in such a proceeding shall be entitled to recover reasonable attorney's fees and expenses incurred in connection with such proceedings, in addition to any other relief to which it may be entitled; the non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the AAA, and the expenses, including without limitation, attorneys' fees and costs, and expert and witness fees and costs, incurred borne by the other party to the arbitrationPurchaser. j) Notwithstanding anything to the contrary in this PARAGRAPH 14, either party may seek injunctive relief from a court of competent jurisdiction (in accordance with PARAGRAPH 19 at any time without complying with the foregoing provisions.

Resolution of Certain Disputes. a) If the Parties are unable cannot resolve the dispute by the date (the "Resolution Date") that is [**] after the date QLT USA receives a written request from Manufacturer to renegotiate the Purchase Price in accordance with Section 4.01(c) or the date payment was due on the invoice, as applicable, the Parties agree to hold a meeting, attended by the Chief Executive Officer or President of each Party, or their executive level designees, to attempt in good faith to negotiate the revised Purchase Price (the "Revised Purchase Price") or to resolve any monetary the Disputed Amount. If, within [**] after the Resolution Date, the Parties have not succeeded in negotiating a resolution of the dispute, such dispute shall be submitted to final and binding arbitration under this Agreement the then current commercial rules and regulations of the American Arbitration Association ("AAA") relating to voluntary arbitrations. The arbitration proceedings shall be held in Denver, Colorado before a single arbitrator to be chosen by the mutual agreement of the Parties from a panel of arbitrators provided by the Judicial Arbiter Group of Denver or, if such group no longer exists or any dispute as to if the interpretation of a provision Parties cannot reach such mutual agreement within [**] after the Resolution Date, by the AAA. The arbitrator so selected shall have substantial experience in the pharmaceutical industry and be familiar with agreements of this Agreement type. The arbitration shall be conducted in accordance with the following time schedule unless otherwise mutually agreed to in writing by the Parties: (a) within [**] after the appointment of the arbitrator, each of QLT USA and Manufacturer shall provide all documents, records and supporting information reasonably necessary to resolve the dispute; (b) within [**] after the date the above records are due, each of QLT USA and Manufacturer shall provide the arbitrator with a sealed envelope containing each Party's best, final and irrevocable offer for the Revised Purchase Price or the resolution of the Disputed Amount, as applicable (each, a "DisputeProposal"), subject to the additional procedures set forth in SUBPARAGRAPHS 2(eand (c) AND 5(b)within [**] thereafter, the baseball decision rules ("Baseball Arbitration") set forth in SUBPARAGRAPH 14(b) arbitrator shall applyrender its decision. If To resolve the Parties are unable to resolve any other disputes (each a "Breach Dispute"), including without limitation disputes regarding a breach or default under this agreementdispute, the parties arbitrator shall arbitrate such dispute pursuant to the rules set forth choose, in SUBPARAGRAPH 14(c). b) Any such matter shall be resolved by a single Arbitrator. In the event of a Disputeits entirety and without any modification, either party may request by written notice to the other party that it wishes to submit the disputed matter for resolution by Baseball ArbitrationQLT USA's or Manufacturer's Proposal. The parties agree to submit to an Arbitrator within 30 days after the requesting party's notice has been received by the other party. Within fifteen (15) days (the "Submission Period") after the appointment decision of the arbitrator (shall be final, binding and conclusive on the "Arbitrator") in accordance with the Commercial Arbitration Rules (then in effect) of the American Arbitration Association for arbitration of commercial disputes (the "AAA"), each Party shall submit to the Arbitrator its own proposal for the resolution of the contested issue. Such submissions shall remain secret until after the Arbitrator has received each Party's proposal, at which time the Arbitrator shall inform each Party of the other's proposal. No such proposal may be amended after it is submitted to the ArbitratorParties. The Arbitrator shall compare the proposals. Except as otherwise provided in SUBPARAGRAPH 4(b) for arbitration thereunder, the Arbitrator shall determine which proposal he or she believes to be the resolution most closely in accordance with the relevant provisions fees and expenses of this Agreement and shall order the adoption of such proposal as the relief granted. If any Party fails to submit its proposal by the end of the Submission Period, the Arbitrator shall order the adoption of the other Party's proposal. The Arbitrator may rely upon such evidence as the Arbitrator may choose in his or her discretion in making such determination, and may permit discovery in accordance with the provisions of this SUBPARAGRAPH 14(a). c) Any such mater shall be resolved by a single Arbitrator. In the event of a Breach Dispute either party may request by written notice to the other party that it wishes to submit the disputed matter for resolution by an Arbitrator. The parties agree to submit to an Arbitrator within 30 days after the requesting party's notice has been received by the other party. During the Submission Period, the parties shall appoint the Arbitrator in accordance with the Commercial Arbitration Rules (then in effect) of the American Arbitration Association for arbitration of commercial disputes (the "AAA"). The parties agree to permit discovery proceedings of the type provided by the Federal Rules of Civil Procedure both in advance of, and during recesses of, the arbitration hearings. The parties agree that the arbitrator shall have no jurisdiction to consider evidence with respect to or render an award or judgment for punitive damages (or any other amount awarded for the purpose of imposing a penalty). d) The arbitration hearing shall be located at a neutral site as mutually agreed shared equally by the parties, or if the parties cannot so agree, then (i) if the arbitration is commenced by Licensee, the location of the arbitration shall be in Seattle, Washington, or (ii) if the arbitration is commenced by Operator, the location of the arbitration shall be in New York, New York. The Federal Rules of Evidence shall apply to the arbitration hearing. The Party bringing a particular claim or asserting an affirmative defense will have the burden of proof with respect theretoboth Parties. Each Party shall initially bear its own costs and legal fees associated with such arbitration, however, the burden of persuasion with respect to its proposal for resolution of the matter. The prevailing Party in any such arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration proceedings shall be deemed entitled to be information subject to recover from the confidentiality provisions of this Agreement. The Arbitrator will have no power or authority, pursuant to other Party the rules of the AAA or otherwise, to relieve the Parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this Agreement, including without limitation the provisions of this Paragraph. e) Should an Arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this Paragraph, the Arbitrator shall be replaced pursuant to the rules of the AAA. If an arbitrator is replaced after the arbitration hearing has commenced, then a rehearing shall take place in accordance with this Paragraph and the rules of the AAA. f) Within fifteen (15) days after the closing of the arbitration hearing, the Arbitrator will prepare and distribute to the parties a writing setting forth the Arbitratorreasonable attorney's or Arbitration Panel's finding of facts and any relevant conclusions of law relating to the Dispute, including the reasons for the giving or denial of any award. The findings and conclusions and the award, if any, shall be deemed to be information subject to the confidentiality provisions of this Agreement. g) The Arbitrator is instructed to schedule promptly all discovery and other procedural steps and otherwise to assume case management initiative and control to effect an efficient and expeditious resolution of the Dispute. The Arbitrator or Arbitration Panel is authorized to issue monetary sanctions against either party if, upon a showing of good cause, such party is unreasonably delaying the proceeding. h) Any award rendered by the Arbitrator will be final, conclusive and binding upon the Parties and any judgment thereon may be entered and enforced in any court of competent jurisdiction. i) Each Party will bear an equal one-half of all fees, costs and expenses of the Arbitrators, and notwithstanding any law to the contrary, each incurred by such prevailing Party will bear all the fees, costs and expenses of its own attorneys, experts and witnesses; provided, however, in connection with any judicial proceeding to compel arbitration pursuant to this Agreement or to confirm, vacate or enforce any award rendered by the Arbitrator, the prevailing party in such a proceeding shall be entitled to recover reasonable attorney's fees and expenses incurred in connection with such proceedings, in addition to any other relief to which it may be entitled; the non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the AAA, and the expenses, including without limitation, attorneys' fees and costs, and expert and witness fees and costs, incurred by the other party to the arbitration. j) Notwithstanding anything to the contrary in this PARAGRAPH 14, either party may seek injunctive relief from a court of competent jurisdiction (in accordance with PARAGRAPH 19 at any time without complying with the foregoing provisions.

Resolution of Certain Disputes. a(i) With respect to any matter which requires action by the Sellers and the consent of Purchaser or the agreement of the Sellers and Purchaser pursuant to this Section 15.04, the Sellers shall notify Purchaser in writing of the action they propose to take, setting forth with particularity the nature of such action, the identity of the individual or firm proposed to perform such action (if applicable), the proposed time frame for commencing and completing such action, and the estimated cost associated with such action (each such action, a "Recommended Action"). The Sellers shall provide Purchaser with copies of all sampling data, environmental reports, proposals and correspondence (drafts and final) relating to the subject matter of the Recommended Action. If Purchaser disagrees with the Parties Recommended Action, in whole or in part, Purchaser shall notify the Sellers in writing of its specific disagreement regarding such Recommended Action (a "Dispute Notification") within 15 days of its receipt of notice of the Recommended Action in accordance with this paragraph (e)(i) (the "Dispute Notification Period"). Purchaser and the Sellers shall thereafter negotiate in good faith in an attempt to reach agreement as to the disputed Recommended Action. If Purchaser and the Sellers are unable to resolve any monetary the dispute under this Agreement or any dispute as to within 10 days after the interpretation Sellers' receipt of a provision of this Agreement (each, a "Dispute"), subject to the additional procedures set forth in SUBPARAGRAPHS 2(e) AND 5(b), the baseball decision rules ("Baseball Arbitration") set forth in SUBPARAGRAPH 14(b) shall apply. If the Parties are unable to resolve any other disputes (each a "Breach Dispute"), including without limitation disputes regarding a breach or default under this agreement, the parties shall arbitrate such dispute pursuant to the rules set forth in SUBPARAGRAPH 14(c). b) Any such matter shall be resolved by a single Arbitrator. In the event of a DisputeDispute Notification, either party Purchaser or the Sellers may request by provide written notice to the other party that it wishes of its intent to submit the disputed matter for resolution to arbitration, and such dispute shall be resolved by Baseball Arbitration. The parties arbitration. (ii) If the Recommended Action (or portion thereof subject to dispute) is submitted to arbitration, each of Purchaser and the Sellers, collectively, shall select an arbitrator, and a third arbitrator shall be chosen by the other two arbitrators, provided that if the two arbitrators fail to agree to submit to an Arbitrator upon the third arbitrator within 30 days after receipt of notice to submit the requesting party's notice has been received matter to arbitration, the additional arbitrator shall be appointed by the other partyAmerican Arbitration Association, in the state in which the relevant Site is located. Within fifteen (15) days (the "Submission Period") after the appointment The provisions of the arbitrator Federal Arbitration Act (the "Arbitrator"9 U.S.C. Section Section 1-14) in accordance with the Commercial Arbitration Rules (then in effect) and commercial arbitration rules of the American Arbitration Association for shall be followed in any arbitration, unless modified pursuant to mutual agreement of Purchaser and the Sellers with the concurrence of the arbitration of commercial disputes panel. (the "AAA"), each Party iii) Any arbitration conducted pursuant to this Section 15.04(e) shall submit be limited to the Arbitrator its own proposal for the resolution of the contested issue. Such submissions shall remain secret until after dispute set forth in the Arbitrator has received each Party's proposal, at which time the Arbitrator shall inform each Party of the other's proposal. No such proposal may be amended after it is submitted to the Arbitrator. The Arbitrator shall compare the proposals. Except as otherwise provided in SUBPARAGRAPH 4(b) for arbitration thereunder, the Arbitrator shall determine which proposal he or she believes to be the resolution most closely in accordance with the relevant provisions of this Agreement and shall order the adoption of such proposal as the relief granted. If any Party fails to submit its proposal by the end of the Submission Period, the Arbitrator shall order the adoption of the other Party's proposal. The Arbitrator may rely upon such evidence as the Arbitrator may choose in his or her discretion in making such determinationDispute Notification, and may permit discovery in accordance with the provisions of this SUBPARAGRAPH 14(a). c) Any such mater shall be resolved by a single Arbitrator. In the event of a Breach Dispute either party may request by written notice to the other party that it wishes to submit the disputed matter for resolution by an Arbitrator. The parties agree to submit to an Arbitrator within 30 days after the requesting party's notice has been received by the other party. During the Submission Period, the parties shall appoint the Arbitrator in accordance with the Commercial Arbitration Rules (then in effect) of the American Arbitration Association for arbitration of commercial disputes (the "AAA"). The parties agree to permit discovery proceedings of the type provided by the Federal Rules of Civil Procedure both in advance of, and during recesses of, the arbitration hearings. The parties agree that the arbitrator arbitrators shall have no jurisdiction or authority to consider evidence with respect resolve any claims not related to such dispute, whether arising by way of asserted rights, offsets or render an award or judgment for punitive damages (or any other amount awarded for the purpose of imposing a penalty). d) otherwise. The arbitration hearing arbitrators' decision shall be located at a neutral site as mutually agreed by final and binding on Purchaser and the parties, or if the parties cannot so agree, then (i) if the Sellers. Any arbitration is commenced by Licensee, the location of the arbitration award shall be in Seattle, Washington, or (ii) if the arbitration is commenced by Operator, the location of the arbitration shall be in New York, New York. The Federal Rules of Evidence shall apply to the arbitration hearing. The Party bringing a particular claim or asserting an affirmative defense will have the burden of proof with respect thereto. Each Party shall bear the burden of persuasion with respect to its proposal for resolution of the matter. The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration proceedings shall be deemed to be information subject to the confidentiality provisions of this Agreement. The Arbitrator will have no power or authority, pursuant to the rules of the AAA or otherwise, to relieve the Parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this Agreement, including without limitation the provisions of this Paragraph. e) Should an Arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this Paragraph, the Arbitrator shall be replaced pursuant to the rules of the AAA. If an arbitrator is replaced after the arbitration hearing has commenced, then a rehearing shall take place in accordance with this Paragraph and the rules of the AAA. f) Within fifteen (15) days after the closing of the arbitration hearing, the Arbitrator will prepare and distribute to the parties a writing setting forth the Arbitrator's or Arbitration Panel's finding of facts and any relevant conclusions of law relating to the Dispute, including the reasons for the giving or denial of any award. The findings and conclusions and the award, if any, shall be deemed to be information subject to the confidentiality provisions of this Agreement. g) The Arbitrator is instructed to schedule promptly all discovery and other procedural steps and otherwise to assume case management initiative and control to effect an efficient and expeditious resolution of the Dispute. The Arbitrator or Arbitration Panel is authorized to issue monetary sanctions against either party if, upon a showing of good cause, such party is unreasonably delaying the proceeding. h) Any award rendered by the Arbitrator will be final, conclusive and binding upon the Parties and any judgment thereon may be entered and enforced enforceable in any court of competent jurisdiction. i) . Each Party will bear an equal one-half of all fees, Purchaser and the Sellers hereby consents to such jurisdiction and to entry of judgment thereon. The costs and expenses of the Arbitrators, and notwithstanding any law to the contrary, each Party will bear all the fees, costs and expenses of its own attorneys, experts and witnesses; provided, however, in connection with any judicial proceeding to compel arbitration pursuant to this Agreement or to confirm, vacate or enforce any award rendered by the Arbitrator, the prevailing party in such a proceeding shall be entitled to recover reasonable attorney's fees and expenses incurred in connection with such proceedings, in addition to any other relief to which it may be entitled; the non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the AAA, and the expenses, including without limitation, attorneys' fees and costs, and expert and witness fees and costs, incurred borne by the other party to the arbitrationPurchaser. j) Notwithstanding anything to the contrary in this PARAGRAPH 14, either party may seek injunctive relief from a court of competent jurisdiction (in accordance with PARAGRAPH 19 at any time without complying with the foregoing provisions.

Resolution of Certain Disputes. aWithin 30 days after Company’s receipt of the Closing Statement,Company shall deliver to Purchaser a written statement either accepting the Closing Statement or specifying in reasonable detail, indicating each disputed item or amount and the basis for Company’s disagreement therewith, any objections (a “Statement of Objections”) thereto. If the Parties are unable to resolve any monetary dispute under this Agreement or any dispute as to the interpretation Company does not deliver a Statement of a provision of this Agreement (each, a "Dispute"), subject to the additional procedures set forth in SUBPARAGRAPHS 2(e) AND 5(b)Objections within such 30-day period, the baseball decision rules ("Baseball Arbitration") set forth in SUBPARAGRAPH 14(b) Closing Statement shall applybecome final and binding upon all parties. If the Parties are unable to resolve any other disputes (each Company does deliver a "Breach Dispute")Statement of Objections within such 30-day period, including without limitation disputes regarding a breach or default under this agreement, and the parties shall arbitrate cannot resolve such dispute pursuant to the rules set forth in SUBPARAGRAPH 14(c). b) Any such matter objections within 30 days after Purchaser’s receipt thereof, any remaining disputes shall be resolved by a single Arbitrator. In the event of a Dispute, either party may request anindependent accounting firm in Israel mutually agreed upon by written notice to the other party that it wishes to submit the disputed matter for resolution by Baseball Arbitration. The parties agree to submit to an Arbitrator within 30 days after the requesting party's notice has been received by the other party. Within fifteen (15) days Company and Purchaser (the "Submission Period") after the appointment of the arbitrator (the "Arbitrator") in accordance with the Commercial Arbitration Rules (then in effect) of the American Arbitration Association for arbitration of commercial disputes (the "AAA"“Accounting Firm”), each Party shall submit to the Arbitrator its own proposal for the resolution of the contested issue. Such submissions shall remain secret until after the Arbitrator has received each Party's proposal, at which time the Arbitrator shall inform each Party of the other's proposal. No such proposal may be amended after it is submitted to the Arbitrator. The Arbitrator shall compare the proposals. Except as otherwise provided in SUBPARAGRAPH 4(b) for arbitration thereunder, the Arbitrator shall determine which proposal he or she believes to be the resolution most closely in accordance with the relevant provisions of this Agreement and shall order the adoption of such proposal as the relief granted. If any Party fails to submit its proposal by the end of the Submission Period, the Arbitrator shall order the adoption of the other Party's proposal. The Arbitrator may rely upon such evidence as the Arbitrator may choose in his or her discretion in making such determination, and may permit discovery in accordance with the provisions of this SUBPARAGRAPH 14(a). c) Any such mater shall be resolved by a single Arbitrator. In the event of a Breach Dispute either party may request by written notice to the other party that it wishes to submit the disputed matter for resolution by an Arbitrator. The parties agree to submit to an Arbitrator within 30 days after the requesting party's notice has been received by the other party. During the Submission Period, the parties shall appoint the Arbitrator in accordance with the Commercial Arbitration Rules (then in effect) of the American Arbitration Association for arbitration of commercial disputes (the "AAA"). The parties agree to permit discovery proceedings of the type provided by the Federal Rules of Civil Procedure both in advance of, and during recesses of, the arbitration hearings. The parties agree that the arbitrator shall have no jurisdiction to consider evidence with respect to or render an award or judgment for punitive damages (or any other amount awarded for the purpose of imposing a penalty). d) The arbitration hearing shall be located at a neutral site as mutually agreed by the parties, or if the parties cannot so agreeagree on an Accounting Firm, then (i) if the matter will be submitted to arbitration is commenced by Licenseeand the arbitrator will pick the accountant in Israel, the location of the arbitration but there shall only be in Seattle, Washington, a one hour telephonichearing before an American Arbitration Association qualified or (ii) if the arbitration is commenced by Operator, the location of the arbitration shall be in New York, New York. The Federal Rules of Evidence shall apply to the arbitration hearing. The Party bringing a particular claim or asserting an affirmative defense will have the burden of proof with respect thereto. Each Party shall bear the burden of persuasion appointed arbitrator with respect to its proposal for resolution of the this matter. The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration proceedings Accounting Firm shall be deemed instructed to be information subject resolve such disputes within 45 days after its appointment, based solely on the presentations of Purchaser and Company as to the confidentiality provisions of whether such objections have been determined in a manner consistent with this Agreement. The Arbitrator will have no power or authorityAccounting Firmshall only decide the specific items under dispute by the parties and its decision for each disputed amount must be within the range of values assigned to each such item in the Closing Statement and the related Statement of Objections, pursuant to respectively. The resolution of such disputes by the rules of the AAA or otherwise, to relieve the Parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this Agreement, including without limitation the provisions of this Paragraph. e) Should an Arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this Paragraph, the Arbitrator Accounting Firm shall be replaced pursuant to the rules of the AAA. If an arbitrator is replaced after the arbitration hearing has commenced, then a rehearing shall take place set forth in accordance with this Paragraph writing and the rules of the AAA. f) Within fifteen (15) days after the closing of the arbitration hearing, the Arbitrator will prepare and distribute to the parties a writing setting forth the Arbitrator's or Arbitration Panel's finding of facts and any relevant conclusions of law relating to the Dispute, including the reasons for the giving or denial of any award. The findings and conclusions and the award, if any, shall be deemed to be information subject to the confidentiality provisions of this Agreement. g) The Arbitrator is instructed to schedule promptly all discovery and other procedural steps and otherwise to assume case management initiative and control to effect an efficient and expeditious resolution of the Dispute. The Arbitrator or Arbitration Panel is authorized to issue monetary sanctions against either party if, upon a showing of good cause, such party is unreasonably delaying the proceeding. h) Any award rendered by the Arbitrator will be final, conclusive and binding upon all parties and the Parties Closing Statement, as modified by such resolution, shall become final and any judgment thereon may be entered and enforced in any court binding upon the date of competent jurisdiction. i) Each Party will bear an equal one-half of all fees, costs such resolution. The fees and expenses of the ArbitratorsAccounting Firm shall be apportioned by the Accounting Firm between Company, on the one hand, and notwithstanding any law Purchaser, on the other hand, based on which party’s claims were successful, and the parties shall pay the Accounting Firm in accordance with such determination. For example, if pursuant to this Section 2.5Company submitted an objection affecting the contraryPurchase Price in the amount of $280,000 and prevailed as to $70,000 of such amount, each Party Purchaser will bear all pay the fees, costs entire fees and expenses of its own attorneys, experts and witnesses; provided, however, in connection with any judicial proceeding to compel arbitration pursuant to this Agreement or to confirm, vacate or enforce any award rendered by the Arbitrator, the prevailing party in such a proceeding shall be entitled to recover reasonable attorney's fees and expenses incurred in connection with such proceedings, in addition to any other relief to which it may be entitled; the non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the AAA, and the expenses, including without limitation, attorneys' fees and costs, and expert and witness fees and costs, incurred by the other party to the arbitrationAccounting Firm. j) Notwithstanding anything to the contrary in this PARAGRAPH 14, either party may seek injunctive relief from a court of competent jurisdiction (in accordance with PARAGRAPH 19 at any time without complying with the foregoing provisions.