Master Alliance Provisions Guide (MAPGuide)

Biological E – Dynavax Technologies, COVID-19 Vaccine Adjuvant Supply Agreement

  • Business model | Governance

17. General


17.13 Dispute Resolution Procedure

(a) Escalation Process. In the event of any disputes, controversies or differences between the Parties, arising out of, in relation to, or in connection with the Supply Agreement, including any alleged failure to perform, or breach, of the Supply Agreement, or any issue relating to the validity, construction, interpretation, enforceability, breach, performance, application, or termination of the SupplyAgreement (each a “Dispute“), then upon the written request of either Party, the Parties agree to meet and discuss in good faith an amicable resolution thereof, which good faith efforts include at least one in–person or videoconference meeting between the Executive Officers of each Party.

(b) Arbitration. All Disputes not resolved within thirty (30) days following the written request for amicable resolution shall be submitted to the International Court of Arbitration of the International Chamber of Commerce (“ICC”) and shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) (which Rules are deemed to be incorporated by reference into the Supply Agreement). The following provisions shall apply, unless the Parties agree otherwise:

(i) The arbitral tribunal shall be composed of one or more arbitrators appointed in accordance with the Rules;

(ii) The seat, or legal place, of arbitration shall be London, England;

(iii) The language of the arbitration shall be English;

(iv) The tribunal shall draw up and submit to the Parties for signature the Terms of Reference within sixty (60) days of receiving the file;

(v) The arbitration award shall be final and binding on the Parties, and judgment upon the award may be entered by any court having jurisdiction thereof; and

(vi) Except as may be required by Applicable Laws, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties. For clarity, no award or procedural order made in the arbitration shall be published, except as may be required by Applicable Laws.