Baseball Arbitration. Subject to Section 14.1, any Development Participation Costs Dispute (pursuant to Section 4.7(b)), Joint Clinical Trial Costs Dispute (pursuant to Section 4.3(b)(iii)), ​ or Combination Product Dispute (pursuant to Section 1.55) shall be submitted to and finally resolved by the following provisions (i.e., “baseball-style” arbitration). The Parties shall promptly designate in writing a single mutually acceptable arbitrator experienced in the licensing, development, and commercialization of pharmaceutical products, who is independent of each Party (i.e., not a current or former employee, consultant, officer, or director or current stockholder of either Party or their respective affiliates and who does not otherwise have any current or previous business relationship with either Party or their respective Affiliates). If the Parties cannot agree on an arbitrator within fifteen (15) Business Days after referral of such matter, the arbitrator shall be selected by the President of the Chamber of Commerce of New York. The arbitration shall be conducted in accordance the Rules to the extent consistent with this Section 14.2(b). Within fifteen (15) Business Days of the arbitrator’s appointment, each Party shall prepare and deliver to both the arbitrator and other Party its last, best offer for the applicable unresolved terms and a memorandum in support thereof. The Parties shall also provide the arbitrator with a copy of the relevant provisions of this Agreement. Each Party may submit to the arbitrator (with a copy to the other Party) a rebuttal to the other Party’s support memorandum and will at such time have the opportunity to amend its last such offer based on any new information contained in the other Party’s support memorandum. Within forty-five (45) Business Days after the arbitrator’s appointment, the arbitrator will select from the two (2) proposals provided by the Parties the proposal such arbitrator believes is most consistent with the intent of the Parties when this Agreement was entered into provided the arbitrator may not alter the terms of this Agreement. The decision of the arbitrator shall be final and binding on the Parties. The foregoing “baseball-style” arbitration shall be the exclusive remedy of either Party if the Parties cannot agree on a Development Participation Costs Dispute, Joint Clinical Trial Costs Dispute, ​ or Combination Product Dispute.

Baseball Arbitration. If the Parties fail to agree on any matter described in [Section 0] and a Party submits such failure to baseball arbitration for final resolution, then relevant failure to agree shall be resolved in accordance with this [Section 0]. Within ​ Business Days following a Party’s receipt of any baseball arbitration notice from the other Party, the Parties shall meet and attempt to agree on an independent Third Party expert with at least ten (10) years of experience in the licensing of biopharmaceutical compounds or products. If the Parties cannot agree on such expert within such time period, then each Party may nominate one independent expert within ​ Business Days after such ​-Business Day period and the two experts so selected shall nominate the final independent expert within ​ Business Days of their nomination. Within ​ Business Days of her or their appointment, the expert(s) shall set a date for the arbitration, which date shall be scheduled as soon as possible and is intended to be scheduled no more than ​ days after the date the arbitration is demanded. At least ​ Business Days prior to the arbitration, each Party shall provide the expert with a complete, written proposal of such Party’s solution to the applicable Dispute, along with any documentary or other evidence it wishes to provide in support for such proposal. After receiving both Parties’ proposals, the expert(s) will have the right to meet with the Parties as necessary to inform the expert’s determination and to perform independent research and analysis. The expert(s) will be instructed to select one of the Party’s proposals without modification within ​ days following the receipt of both proposals. The expert(s) will deliver her/their decision regarding the disputed matter in writing, which decision will be made in accordance with the standard for resolution of such matter set forth in this Agreement and will be binding and conclusive upon both Parties. The Party whose proposal is not selected by the experts is responsible for the fees of the experts and the costs and expenses of the baseball arbitration. The provisions of [Section 0] and [Section 0] apply to any baseball arbitration proceedings commenced under this [Section 0] mutatis mutandis.

The arbitration shall be “baseball-style” arbitration; accordingly, at least ​ prior to the arbitration, each Party shall provide the Experts and the other Party with the Terminated Relay Pipeline Combination Eligible Licensed Product Terms, Discontinued Relay Pipeline Combination Eligible Licensed Product Terms or Supply Agreement Terms, as applicable, proposed by it (its “Proposed Terms”).

Baseball Arbitration. If the Parties are unable to agree on # terms and conditions for a Supply Agreement pursuant to [Section 7.2.4] (“Supply Agreement Terms”) within one hundred and ​ after the Effective Date, # Terminated Relay Pipeline Combination Eligible Licensed Product Terms within ​ following timely notice from Relay pursuant to [Section 16.8.2(b)] indicating that Relay wants to negotiate the Terminated Relay Pipeline Combination Eligible Licensed Product Terms, or # Discontinued Relay Pipeline Combination Eligible Licensed Product Terms within ​ following timely notice from Relay pursuant to [Section 16.9.2] indicating that Relay wants to negotiate the Discontinued Relay Pipeline Combination Eligible Licensed Product Terms (each such period in (a), (b) or (c), the applicable “Negotiation Period”), then such Dispute will be subject to final resolution by baseball-style binding arbitration in accordance with the following procedures:

Baseball Arbitration. A senior officer of a New York leasing brokerage firm (the “Baseball Arbitrator”) shall be selected and paid for jointly by Landlord and Tenant. If Landlord and Tenant are unable to agree upon the Baseball Arbitrator, then the same shall be designated by the American Arbitration Association (“AAA”) under its then current commercial arbitration rules. The Baseball Arbitrator selected by the parties or designated by the AAA shall have at least ten (10) years’ experience in the leasing of Class A office space in Midtown Manhattan and shall be a licensed real estate broker. In addition to the foregoing requirements, at the time of selection or designation of the Baseball Arbitrator, such broker shall # not be an employee or broker with the firm of either Landlord’s broker or Tenant’s broker and shall not have been an employee or broker of the firm of either Landlord’s broker or Tenant’s broker within the immediately preceding three (3) years; # not have earned a fee or commission from Landlord or Tenant within the immediately preceding three (3) years; and # not then be negotiating, or otherwise be associated with, a transaction from which such broker could earn a fee or commission from Landlord or Tenant. Landlord and Tenant shall each submit to the Baseball Arbitrator and to each other Landlord’s determination and Tenant’s determination, respectively, of the Market Rental Rate of the applicable space. The Baseball Arbitrator shall determine the Market Rental Rate by selecting either Landlord’s determination of the Market Rental Rate or Tenant’s determination of the Market Rental Rate according to whichever of the two valuations is closer to the actual Market Rental Rate in the Baseball Arbitrator’s professional opinion. The Baseball Arbitrator may not select any other rental value for the applicable space, other than either Landlord’s determination or Tenant’s determination. The determination of the Baseball Arbitrator so-selected or designated shall be binding upon Landlord and Tenant and shall serve as the basis for the determination of the annual Base Rent payable for the applicable space during the applicable term. After a determination has been made of the Market Rental Rate, the parties shall execute and deliver an instrument setting forth the Market Rental Rate, but the failure to so execute and deliver any such instrument shall not affect the determination of the Market Rental Rate or the extension of the Term, as applicable.

Rule 33. Final Offer (or Baseball) Arbitration Option

Baseball Arbitration. If the Parties fail to agree on any matter described in Section 3.2, Section 8.5, or [Section 13.6(c)(iii)], and, in any such case, a Party submits such failure to baseball arbitration for final resolution, then relevant failure to agree shall be resolved in accordance with this [Section 14.5]. Within ​ following a Party’s receipt of any baseball arbitration notice from the other Party, the Parties shall meet and attempt to agree on an independent Third Party expert with at least ​ of experience in the licensing of biopharmaceutical compounds or products. If the Parties cannot agree on such expert within such time period, then each Party may nominate one independent expert within ​ after such ​ period and the two experts so selected shall nominate the final independent expert within ​ of their nomination. Within ​ of her or their appointment, the expert(s) shall set a date for the arbitration, which date shall be scheduled as soon as possible and is intended to be scheduled no more than ​ after the date the arbitration is demanded. At least ​ prior to the arbitration, each Party shall provide the expert with a complete, written proposal of a proposal of # if the matter is referred pursuant to Section 3.2, whether the decision proposed by Licensee’s Senior Executive # would be reasonably expected to create an unnecessary risk to patient safety; or # would reasonably be expected to have a material adverse effect on the development, registration, manufacturing or commercialization of Product in the Verrica Territory or outside of the Field in the Territory, # if the matter is referred pursuant to Section 8.5, the royalty payments that would be payable to Verrica in lieu of the Transfer Price payment, or # if the matter is referred pursuant Confidential

Baseball Arbitration. Any Deadlocked Matters referred to this [Section 17.4(c)] for resolution in accordance with Section 3.7 shall be submitted to and finally resolved by the following provisions in this [Section 17.4(c)] (the “baseball-style” arbitration). The Parties will select and agree upon a mutually acceptable single arbitrator with at least ten (10) years’ [[Person A:Person]] experience in the licensing, development and commercialization of pharmaceutical products, including biologics, who is independent of each Party (i.e., not a current or former employee, consultant, officer, or director or current stockholder of either Party or their respective Affiliates and who does not otherwise have any current or previous business relationship with either Party or their respective Affiliates), within ​ following the end of the ​ period during which the Executive Officers failed to resolve such Deadlocked Matter, provided that if the Parties are unable or fail to agree upon the arbitrator within ​, the arbitrator shall be appointed by the Judicial Arbitration and Mediation Services (“JAMS”) within ​. The arbitration shall be conducted in accordance with the JAMS procedures to the extent consistent with this [Section 17.4(c)]. Within ​ after the selection of the arbitrator, each Party will submit to the arbitrator and the other Party such Party’s proposal on the terms pertaining to such Deadlocked Matter. Within ​ after receiving each Parties’ proposal, the arbitrator will select as final and binding the proposal such arbitrator believes is consistent with the successful advancement of the relevant Program(s) and the successful Development and Commercialization of relevant Products, in each case, consistent with the express terms and conditions of this Agreement and, to the extent determinable, consistent with the intent of the Parties when this Agreement was entered into; provided the arbitrator may not alter the terms of this Agreement, and the arbitrator will not have the authority to modify either Party’s proposal. The decision of the arbitrator will be final and binding on the Parties. The Parties agree that the arbitrator’s decision may be enforced in any court of competent jurisdiction.

Baseball Arbitration. For all purposes of this Lease, Baseball Arbitration shall follow the following procedures:

the Market Rental Rate, the Market Rental Rate shall be determined in accordance with the Baseball Arbitration procedure described below.