Baseball arbitration clause samples

(d)If the only Qualifying Offer submitted to the Company and outstanding with respect to such Company Product is from Bayer or one of its Affiliates as of (i) the Submission Date, or (ii) [**] following the submission of a Bayer Unsolicited Bid Notice or a Bayer Solicited Bid Notice, as applicable (if a Bidding Process was initiated pursuant to Section 2.1(a)(ii), Section 2.3(a)(iii) or Section 2.5(b)(i)(A) for a Company Product that is at least a Field Candidate based on its Development stage), then the Company may, at the instruction of the Applicable Managers, seek a Third Party Valuation to determine the FMV and the QOFMV.The Valuation Firm will prepare and deliver to the Company a FMV Report within [**] of its engagement by the Company for such Third Party Valuation. The FMV Report will be delivered to the Investors and the Applicable Managers within [**] of the Company’s receipt thereof.If the FMV is determined to be higher than the QOFMV for such Company Product, Bayer will have a right to provide a Revised FMV Bid that includes the Required FMV Terms.Such right to provide a revised Bid is required to be exercised by Bayer submitting a Revised FMV Bid to the Company within the FMV Bid Period.If there is any dispute with respect to whether such Revised FMV Bid satisfies such Required FMV Terms, such dispute will be referred to Baseball Arbitration.The Superior Bid will be (i) such Qualifying Offer if the Company does not seek a Third Party Valuation or the QOFMV is determined to be higher than the FMV, or (ii) the Revised FMV Bid if it satisfies the Required FMV Terms.Notwithstanding the foregoing, there will be no Superior Bid if Bayer does not provide a Revised FMV Bid during the FMV Bid Period or the Revised FMV Bid does not satisfy the Required FMV Terms, in which case the Applicable Managers will terminate the Bidding Process and the Board will determine appropriate next steps with respect to such Company Product, [**]; provided, however, that Bayer will maintain its Last Matching Rights for such Company Product.

14.5Baseball Arbitration. If the Parties fail to agree on any matter described in Section0 and a Party submits such failure to baseball arbitration for final resolution, then relevant failure to agree shall be resolved in accordance with this Section0. Within [***] Business Days following a Party’s receipt of any baseball arbitration notice from the other Party, the Parties shall meet and attempt to agree on an independent Third Party expert with at least ten (10) years of experience in the licensing of biopharmaceutical compounds or products. If the Parties cannot agree on such expert within such time period, then each Party may nominate one independent expert within [***] Business Days after such [***]-Business Day period and the two experts so selected shall nominate the final independent expert within [***] Business Days of their nomination. Within [***] Business Days of her or their appointment, the expert(s) shall set a date for the arbitration, which date shall be scheduled as soon as possible and is intended to be scheduled no more than [***] days after the date the arbitration is demanded. At least [***] Business Days prior to the arbitration, each Party shall provide the expert with a complete, written proposal of such Party’s solution to the applicable Dispute, along with any documentary or other evidence it wishes to provide in support for such proposal. After receiving both Parties’ proposals, the expert(s) will have the right to meet with the Parties as necessary to inform the expert’s determination and to perform independent research and analysis. The expert(s) will be instructed to select one of the Party’s proposals without modification within [***] days following the receipt of both proposals. The expert(s) will deliver her/their decision regarding the disputed matter in writing, which decision will be made in accordance with the standard for resolution of such matter set forth in this Agreement and will be binding and conclusive upon both Parties. The Party whose proposal is not selected by the experts is responsible for the fees of the experts and the costs and expenses of the baseball arbitration. The provisions of Section 0 and Section0 apply to any baseball arbitration proceedings commenced under this Section 0 mutatis mutandis.

Costs of Baseball Arbitration.The (a) fees of the expert and (b) costs and expenses of the baseball arbitration will, in each case ((a) and (b)), be borne by the Party whose proposed resolution is not selected by the expert.

12.10.1In the event that Alnylam desires to enter into an agreement with a Third Party pursuant to which Alnylam would acquire a license from such Third Party under any Patent Right that is [***] (a “TTR In-License”), then Alnylam shall deliver a written notice to Genzyme that includes the identity of such Third Party, a description of such Patent Rights, and any proposed terms of such TTR In-License (a “Proposed In-License Notice”); provided, however, that Alnylam shall not be obligated to deliver a Proposed In-License Notice containing the foregoing information if (a) Alnylam is restricted from disclosing the proposed TTR In-License by the terms of a non-disclosure or confidentiality agreement entered into with the Third Party, (b) Alnylam would also be granting an exclusive license under any Alnylam Patent Rights to such Third Party under such proposed TTR In-License or (c) the Patent Rights pertain to Manufacturing and not to the Development or Commercialization of Licensed Products.Within [***] days of the delivery of the Proposed In-License Notice, Alnylam shall present the proposed TTR In-License to the AJSC, which shall meet to discuss the TTR In-License (if desired by either Party), and Alnylam shall consider in good faith comments from Genzyme.The AJSC will have ultimate decision-making authority, by consensus and without any tie-breaking authority of either Party, with respect to any disputes between the Parties as to such TTR In-License that relate to [***].If the AJSC cannot resolve any matter within [***] days of it being referred to them, the Parties shall submit the matter to Baseball Arbitration (as defined in the Master Agreement), incorporating herein by reference the applicable provisions of the Master Agreement applicable to such Baseball Arbitration.Alnylam shall thereafter keep the AJSC reasonably informed of negotiations with the Third Party regarding the contemplated TTR In-License and provide reasonable responses to any questions or requests for additional information by the AJSC.

(e) Baseball Arbitration. If (i)the Company and the Participant have not agreed on the fair market value of a Common Share pursuant to paragraph (c)within 15 days after the Participant provides to the Company the Participant’s appraised value of a Common Share, or (ii)the Company and the Participant have not agreed on the fair market value of a Common Share and the Participant fails to provide to the Company the Participant’s appraised value of a Common Share within 45 days after the Company provides to the Participant the Company’s proposed appraised value of a Common Share (each, a “Triggering Event”), the Participant and the Company shall submit the determination of the fair market value of a Common Share to binding arbitration as provided in this paragraph (e)and in paragraph (f).

(b)Baseball Arbitration. Subject to Section 14.1, any Development Participation Costs Dispute (pursuant to Section 4.7(b)), Joint Clinical Trial Costs Dispute (pursuant to Section 4.3(b)(iii)), [***] or Combination Product Dispute (pursuant to Section 1.55) shall be submitted to and finally resolved by the following provisions (i.e., “baseball-style” arbitration). The Parties shall promptly designate in writing a single mutually acceptable arbitrator experienced in the licensing, development, and commercialization of pharmaceutical products, who is independent of each Party (i.e., not a current or former employee, consultant, officer, or director or current stockholder of either Party or their respective affiliates and who does not otherwise have any current or previous business relationship with either Party or their respective Affiliates). If the Parties cannot agree on an arbitrator within fifteen (15) Business Days after referral of such matter, the arbitrator shall be selected by the President of the Chamber of Commerce of New York. The arbitration shall be conducted in accordance the Rules to the extent consistent with this Section 14.2(b). Within fifteen (15) Business Days of the arbitrator’s appointment, each Party shall prepare and deliver to both the arbitrator and other Party its last, best offer for the applicable unresolved terms and a memorandum in support thereof. The Parties shall also provide the arbitrator with a copy of the relevant provisions of this Agreement. Each Party may submit to the arbitrator (with a copy to the other Party) a rebuttal to the other Party’s support memorandum and will at such time have the opportunity to amend its last such offer based on any new information contained in the other Party’s support memorandum. Within forty-five (45) Business Days after the arbitrator’s appointment, the arbitrator will select from the two (2) proposals provided by the Parties the proposal such arbitrator believes is most consistent with the intent of the Parties when this Agreement was entered into provided the arbitrator may not alter the terms of this Agreement. The decision of the arbitrator shall be final and binding on the Parties. The foregoing “baseball-style” arbitration shall be the exclusive remedy of either Party if the Parties cannot agree on a Development Participation Costs Dispute, Joint Clinical Trial Costs Dispute, [***] or Combination Product Dispute.