Master Alliance Provisions Guide (MAPGuide)

Gilead, HIV Therapeutic (Lenacapavir) Template License Agreement

  • Business model | Governance

12. Miscellaneous

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12.5 Governing Law. This Agreement is made in accordance with and shall be governed and construed under the laws of the state of New York, USA without regard to its choice of law principles.

12.6 Arbitration

(a) All disputes arising out of or in connection with this Agreement shall be finally settled under the Comprehensive Rules and Procedures of JAMS by three (3) arbitrators experienced in the pharmaceutical business and New York law and regulations.

(b) Each Party shall nominate one arbitrator for the approved list of neutrals provided by JAMS. Should the claimant fail to appoint an arbitrator in the Request for Arbitration within thirty (30) days of being requested to do so, or if the respondent should fail to appoint an arbitrator in its Answer to the Request for Arbitration within thirty (30) days of being requested to do so, the other Party shall request the JAMS Court to make such appointment. JAMS shall appoint the third arbitrator.

(c) New York City, New York shall be the seat of the arbitration.

(d) The language of the arbitration shall be English. Documents submitted in the arbitration (the originals of which are not in English) shall be submitted together with an English translation.

(e) This Agreement does not preclude either Party seeking conservatory or interim measures from any court of competent jurisdiction including, without limitation, the courts having jurisdiction by reason of either Party’s domicile. Conservatory or interim measures sought by either Party in any one or more jurisdictions shall not preclude the Arbitral Tribunal granting conservatory or interim measures. Conservatory or interim measures sought by either Party before the Arbitral Tribunal shall not preclude any court of competent jurisdiction granting conservatory or interim measures.

(f) In the event that any issue shall arise which is not clearly provided for in Section 12.6 the matter shall be resolved in accordance with the JAMS.