Master Alliance Provisions Guide (MAPGuide)

GARDP – Orchid, Cefiderocol Manufacturing Sublicense and Technology Transfer Agreement

  • Business model | Governance


13.1 Resolution by senior executives

(a) All disputes, controversies or claims between the Parties in connection with this Sublicense Agreement, its construction, or the rights, duties or liabilities of either Party under this Sublicense Agreement (a “Dispute”) must be resolved pursuant to the following resolution process in this Section 13.1 and the arbitration process in Section 13.2. The Parties to any such Dispute may alter or amend these procedures by agreement in writing.

(b) To commence the resolution process, any Party may serve a notice on another Party identifying: (i) the nature of the Dispute; and (ii) if applicable, the amount in Dispute.

(c) Once notice is received, the Parties must first attempt in good faith to resolve such Dispute by negotiation and consultation between their respective operational teams.

(d) In the event that such Dispute is not resolved on an informal basis within thirty (30) days after such notice is received, either Party may, by written notice to the other Party, refer the Dispute to the Executive Director of GARDP and to Whole-time Director of the Sublicensee (together, the Designated Officers) for attempted resolution by good faith negotiation.

(e) If any such Dispute is not resolved by the Designated Officers within thirty (30) days after the receipt of the notice referring such Dispute to the Designated Officers, then either Party may demand resolution of the Dispute by binding arbitration pursuant to Section 13.2.

13.2 Arbitration and Injunctive Relief

If any Dispute is not resolved in accordance with Section 13.1, then either Party may submit such Dispute for final resolution by binding arbitration in accordance with the WIPO arbitration rules. The arbitration proceedings shall be conducted in the English language and the place of arbitration shall be Geneva, Switzerland, or another WIPO arbitration location as may be mutually agreed by the Parties.

Notwithstanding the above, if any Dispute that is not resolved in accordance with Section 13.1 also involves a dispute under the Shionogi License Agreement or involves a matter in respect of which Shionogi may be a party in interest, then the preceding paragraph shall not apply and either Party may submit such Dispute for final resolution by binding arbitration under the commercial arbitration rules of the International Chamber of Commerce (the “ICC”). The arbitration proceedings in such case shall be conducted in the English language in (a) New York, New York or (b) another mutually agreed upon location.

Nothing in this License Agreement shall limit the right of either Party to apply to the arbitration tribunal or any court of competent jurisdiction for any non-monetary interim relief or provisional remedy, including a temporary restraining order, preliminary injunction or other interim or conservatory relief that may be available under applicable law.

The Parties acknowledge and agree that the breach by either Party of the provisions of this Sublicense Agreement related to the protection of Confidential Information, including trade secrets, or the cross-border diversion of the Licensed Compound and/or Licensed Product may not be fully compensable by money damages and may result in irreparable harm to the other Party. Notwithstanding anything in this Section 13, 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, including any breach or threatened breach of Section 10.1. Without limiting their right to seek such relief before any other competent court, the Parties agree that any such request for injunctive or equitable relief may also be brought (a) in the federal court sitting in District for the Southern District of New York, U.S.A., or (b) to the Secretariat of the International Chamber of Commerce (“ICC”) International Court of Arbitration pursuant to the Emergency Arbitration Provisions of the ICC commercial arbitration rules, and the Parties irrevocably and unconditionally consent to the exercise of personal jurisdiction by either such institutions in such proceedings.


14.1 Sublicense Agreement Management

(a) At the Effective Date, GARDP and the Sublicensee will each appoint an individual as Sublicense Agreement Manager. GARDP and the Sublicensee may update the identity of its Sublicense Agreement Manager during the Term by notice in writing to the other Party.

(b) The Sublicense Agreement Managers of each Party will meet in person or discuss via teleconference at least once a quarter during the Term to discuss performance of each Party’s obligations under this Sublicense Agreement and any other matters as notified by either Party in advance of such meeting.