Claims. If the Chief Executive Officers of the Parties are not able to resolve any disputed matter within ​ and either Party wishes to pursue the matter, each such dispute, controversy or claim shall be finally resolved by binding arbitration before a panel of three neutral experts with relevant industry experience, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitration proceeding shall be administered by the International Court of Arbitration of the International Chamber of Commerce (the “ICC”) in accordance with its then existing arbitration rules or procedures regarding commercial or business disputes, and the panel of arbitrators shall be selected in accordance with such rules. The arbitration and all associated discovery proceedings and communications shall be conducted in English, and the arbitration shall be held in New York, NY. Except to the extent necessary to confirm an award or as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of arbitration without the prior written consent of both Parties.

Full Arbitration. Except as otherwise expressly set forth in this Agreement, in the event that the Executive Officers have not resolved such Dispute within ​ days referred to in Section 14.3.2, either Party may at any time after such ​ day period submit such Dispute to be finally settled by arbitration administered by the International Court of Arbitration of the International Chamber of Commerce (the “ICC”) in accordance with its then existing arbitration rules or procedures regarding commercial or business disputes, as modified by this Section 14.3. The arbitration will be heard and determined by three (3) arbitrators with relevant experience in the pharmaceutical and biotechnology industry selected in accordance with ICC rules, each of whom will be impartial and independent. Such arbitration will be governed by the Laws of Switzerland, will be conducted in English and will take place in Zurich, Switzerland. The arbitration award so given will, absent manifest error, be a final and binding determination of the Dispute, will be fully enforceable in any court of competent jurisdiction. Either Party may apply for interim injunctive relief with the arbitrators until the arbitration award is rendered or the controversy is otherwise resolved. The arbitrators will be authorized to award compensatory damages, but will not be authorized to # award non-economic damages, # award punitive damages or any other damages expressly excluded under this Agreement, or # reform, modify or materially change this Agreement or any other agreements contemplated hereunder; provided, however, that the damage limitations described in clauses (a) and (b) will not apply if such damages are statutorily imposed. Each Party will bear its own attorney’s fees, costs, and disbursements arising out of the arbitration, and will pay an equal share of the fees and costs of the arbitrators; provided, however, that the arbitrators will be authorized to determine whether a Party is the prevailing party, and if so, to award to that prevailing party reimbursement for any or all of its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), or the fees and costs of the ICC and the arbitrators. Except in a proceeding to enforce the results of the arbitration or as otherwise required by Law, neither Party nor any arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both Parties.

If the Parties fail to resolve the Dispute through escalation to the Executive Officers under Section 15.3, and a Party desires to pursue resolution of the Dispute, the Dispute shall be submitted by either Party for final resolution by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”), excepted as modified herein. Any disputes concerning the propriety of the commencement of the arbitration or the scope or applicability of this agreement to arbitrate shall be finally settled by the arbitral tribunal. The arbitration shall be conducted by a tribunal of three (3) arbitrators, each with at least fifteen (15) years of pharmaceutical industry experience. An arbitrator shall be deemed to meet this qualification unless a Party objects within ​ days after the arbitrator is nominated. Within ​ days after initiation of arbitration, each Party shall nominate one (1) arbitrator and the two (2) Party-nominated arbitrators shall nominate a third arbitrator, who shall serve as the chairperson of the tribunal, within ​ days of the second arbitrator’s appointment. The seat of arbitration shall be ​ and the language of the proceedings, including all communications, shall be English.

If the Parties do not resolve a dispute as provided in [Section 12.2.2], and a Party wishes to pursue the matter, each such dispute that is neither an Excluded Claim shall be resolved by binding arbitration in accordance with then effective International Chamber of Commerce (“ICC”) rules, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. The decision rendered in any such arbitration shall be final and not appealable. If either Party intends to commence binding arbitration of such dispute, such Party shall provide written notice to the other Party informing the other Party of such intention and the issues to be resolved. Within ​ after the receipt of such notice, the other Party may by written notice to the Party initiating binding arbitration, add additional issues to be resolved.