Provision Language
15. GENERAL
[…]
15.12 Resolution by senior executives: All disputes, controversies or claims between the Parties in connection with this Agreement, its construction, or the rights, duties or liabilities of either Party under this Agreement (a “Dispute“) must be resolved pursuant to the following resolution process in this clause 15.12 and the jurisdiction clause 15.14. The Parties to any dispute may alter or amend these procedures by agreement in writing.
15.13 To commence the resolution process, any Party may serve notice to the other Party identifying: (i) the nature of the Dispute; and (ii) the amount in Dispute.
15.13.1 Once notice is received, the Parties must first attempt in good faith to resolve such Dispute by negotiation and consultation between themselves.
15.13.2 In the event that such Dispute is not resolved on an informal basis within 30 days after such notice is received, either Party may, by written notice to the other Party, refer the Dispute to the Executive Director in the case of the MPP and to Chief Executive Officer in the case of MedinCell (together the “Designated Officers“) for attempted resolution by good faith negotiation.
15.13.3 If any Dispute is not resolved by the Designated Officers within 30 days after the receipt of such notice referring such Dispute to the Designated Officers, then either Party may seek resolution in accordance to clause 15.15.
15.14 Governing law: This Agreement is governed by, and is to be construed in accordance with, laws of Switzerland.
15.15 Arbitration. Except as provided in clause 16.12 if any dispute is not resolved by the Designated Officers, then any Dispute which has arisen or may arise out of, or in connection with, this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC“) by three arbitrators appointed in accordance with the said Rules.
15.16 The seat of arbitration shall be Geneva, Switzerland and the arbitration shall be conducted in English.
15.17 Each Party will have the right to seek injunctive or other equitable relief from a court of competent jurisdiction as may be necessary to avoid irreparable harm, maintain the status quo or preserve the subject matter of the arbitration, including any breach or threatened breach of clauses 11.1 and 15. The parties agree that any such request for injunctive or equitable relief may be brought in a court sitting in Geneva, Switzerland and the Parties irrevocably and unconditionally consent to the exercise of personal jurisdiction by the courts in Geneva in such proceedings.
Schedule 3. Development Agreement Term Sheet
9. Reporting: Within 30 days following the end of each calendar quarter, Development Partner will be required to provide MPP with a quarterly written report setting forth in relation to that quarter the following: (a) summary of project implementation and current schedule of anticipated events or milestones including status of readiness of labs, plants, machinery as required, (b) details of project related specific recruitments and a summary of resources (Euros value) spent in the reporting period if any, (c) the Final Product in its development pipeline, (e) status of development of each Final Product in development, (f) any Improvements; (g) any other information that MPP and MedinCell may require to monitor progress and implementation of the projects. MPP and the Development Partner will agree to meet on a quarterly basis regarding such reports. MPP agrees that information contained in quarterly and other such reports shall be treated as confidential; provided, however, that such information may be shared with MedinCell, MPP’s funders, MedinCell’s funder, and funders, if any, of the project under consideration; and that status update may be publicly disclosed by the MPP or MedinCell. Within thirty (30) days of the end of the Development Partner’s programme they will deliver to MPP and MedinCell a complete dossier of information allow MPP to effect an efficient technology transfer to the Commercialisation Partner and MedinCell to effect an efficient technology transfer to its licensees including its licensees outside the Territory.
14. Governing Law/ADR: The governing law for the Development Agreement will be the laws of Switzerland. All disputes will be resolved via an alternative dispute mechanism to be set forth in the agreement.
Schedule 4. Commercialisation Agreement Term Sheet
14. Governing Law/ADR: The governing law for the Commercialisation Agreement will be the laws of Switzerland. All disputes will be resolved via an alternative dispute mechanism to be set forth in the Commercialisation Agreement.