Master Alliance Provisions Guide (MAPGuide)

Shionogi – GARDP, Cefiderocol License Agreement

  • Business model | Governance



2.8 License Management Subcommittee 

(a) The Parties shall form a License Management Subcommittee, composed of an equal number of representatives from Shionogi and GARDP, which shall meet at least once per quarter to oversee and manage the licensing activities conducted pursuant to the License Agreement, and in particular, but not limited to: 

(i) Review the management of Sublicense Agreements granted pursuant thereto. 

(ii) Discuss any other matters that may arise in connection with the License Agreement. 

(b) Any decisions made by the License Management Subcommittee shall require unanimous approval of all members of the License Management Subcommittee. If the License Management Subcommittee cannot reach consensus on a particular issue within its authority, such issue will be subject to an initial dispute resolution process involving escalation to the Joint Steering Committee formed pursuant to the Collaboration Agreement (it being understood that, although CHAI is a member thereof, CHAI shall not have any decision–making right in relation to matters relating to the management of this License Agreement or any Sublicense Agreement), and if the Joint Steering Committee is unable to resolve the issue, to senior executives of both Parties for negotiation and resolution. If the senior executives are unable in good faith to resolve the issue within sixty (60) days of it being submitted to them, then either Party may: (i) if the issue concerns a question of interpretation of this Agreement or of the Parties’ rights and obligations hereunder, demand resolution of the issue by binding arbitration pursuant to Section 14.6 of this License Agreement; or (ii) for strategic or other issues that cannot be resolved through interpretation of this Agreement or of the Parties’ rights and obligations hereunder, request a mediation procedure to assist in resolving the issue through appointment of a neutral, independent third party with appropriate expertise mutually agreed by the Parties, or if the Parties are unable to agree on such neutral third party within thirty (30) days following the request, by a neutral third party mediator with appropriate expertise appointed by the ICC. For the avoidance of doubt, this Section 2.8(b) shall not apply to any issues outside the authority of the License Management Subcommittee, including any matters that would involve amending the terms and conditions of this License Agreement.


13.1 Resolution by senior executives 

(a) All disputes, controversies, or claims between the Parties in connection with this License Agreement, its construction, or the rights, duties, or liabilities of either Party under this License Agreement (a Dispute) must be resolved pursuant to the following resolution process in this Section 13.1 and the binding arbitration process in Section 14.6. The Parties 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 Head of Shionogi’s Global Business Division and to GARDP’s Executive Director (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 initiate binding arbitration proceedings as contemplated by Section 14.6.


14.6 Choice of law; Arbitration 

This License Agreement, and any dispute arising from the performance or breach thereof, will be governed, and will be construed and enforced in accordance with the laws of the State of New York, without giving effect to the choice of laws provisions thereof that would require the application of the laws of any other jurisdiction. 

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 under the commercial arbitration rules of the International Chamber of Commerce (the “ICC”). The arbitration proceedings 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.