Provision Language
21. Dispute Resolution
The parties will resolve any dispute, controversy or claim arising out of or relating to this Letter Agreement, or the breach, termination or invalidity hereof (“Dispute”) in accordance with this Section 21. If a Dispute arises, the parties will each appoint a designated representative whose task it will be to meet for the purpose of endeavoring to resolve such Dispute. The designated representatives shall meet as often as the parties reasonably deem necessary to discuss the problem in an effort to resolve the dispute without the necessity of any formal proceeding. If such representatives are unable to resolve the Dispute within twenty(20) business days after the Dispute is submitted to them, the Dispute shall be immediately referred by written notice to an executive officer of each of the parties.
If such executive officers are unable to resolve such Dispute within ten (10) business days after the Dispute is submitted to them and a party wishes to pursue the Dispute further, each such Dispute shall be finally resolved by binding arbitration in accordance with the rules of the American Arbitration Association (“AAA”), and judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitration shall be conducted in English by a panel of three (3) persons experienced in the biotechnology business, as follows: within thirty (30) days after initiation of arbitration, each party shall select one (1) person to act as arbitrator and the two party-selected arbitrators shall select a third arbitrator within thirty (30) days of their appointment. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator in the established term, the third arbitrator will be appointed by the AAA. The place of arbitration shall be Seattle, WA or a place otherwise mutually agreeable to the parties. Either party may apply to the arbitrators for interim injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Unless otherwise agreed by the parties, any arbitration award will be issued no later than six (6) months after the conclusion of the arbitration. It is expressly understood and agreed by the parties that the rulings and award of the tribunal shall be conclusive for the parties, their successors, and permitted assigns. Judgment on the award rendered by the tribunal may be entered in any court having jurisdiction thereof. Either party also may, without waiving any remedy under this Letter Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that party pending the arbitration award. The arbitrators shall have no authority to award punitive or any other type of damages or relief prohibited or excluded elsewhere under this Letter Agreement. Each party will bear its own costs and expenses and attorneys’ fees in an arbitration, but the cost of any arbitration (including the fees and expenses of the arbitrators) shall be borne by the parties in inverse proportion as they may prevail on matters resolved by the arbitrators, which proportionate allocations shall also be determined by the arbitrators at the time the determination of the arbitrators is rendered on the merits of the matters submitted. Except to the extent permitted under the CDA, neither a party nor an arbitrator may disclose the existence, content, or results of an arbitration without the prior written consent of both parties.