The arbitration shall be before a sole arbitrator (the “Arbitrator”), in accordance with the laws of the state in which you were employed with the Company at the time of the dispute. Any such arbitration shall be administered by JAMS and shall proceed according to the JAMS Employment Arbitration Rules (the “Rules”) in effect as of the date on which arbitration is initiated. The JAMS Employment Arbitration Rules may be found at http://www.jamsadr.com/rules-employment-arbitration/. Where an inconsistency exists between the provisions of this Agreement and the Rules, the arbitrator will apply the provisions of this Agreement, which reflect the intent of the parties. The arbitration proceedings shall allow for discovery according to the Rules. The arbitrator in such a proceeding shall have the power to decide any motions brought by any party to the arbitration, including without limitation, motions for summary judgment and/or adjudication, and motions to dismiss and demurrers, prior to any arbitration hearing. The arbitrator shall issue a written decision on the merits. The arbitrator shall have the power to award any remedies, including without limitation, attorneys' fees and costs, available under applicable law. The Company shall pay for any administrative or hearing fees charged by JAMS except that, to the extent permitted by the JAMS Rules, you shall pay any filing fees associated with any arbitration that you initiate, but not in any event to exceed the filing fees that you would have paid if you had filed a complaint in a court of law having jurisdiction. Judgment on the award may be entered in any court having jurisdiction.

The arbitration shall be administered by JAMS or such other arbitration service provider to which You and HGV mutually agree. A single neutral arbitrator shall preside over the arbitration in accordance with JAMS’s Employment Arbitration Rules & Procedures (the “JAMS Rules”), or as otherwise agreed by the parties. Unless the parties agree otherwise, the arbitrator shall be appointed in the manner provided by the JAMS Rules and shall be a retired state or federal judge. The arbitration proceeding shall take place in or near the city where You worked.

The arbitration shall be conducted before a single arbitrator in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association (“AAA”) in effect at the time any party submits any claims covered by this Agreement. The arbitrator must be a member of the bar in good standing in the state in which the dispute arose. If AAA declines the matter or if the parties agree otherwise, the parties shall use the employment arbitration forum and rules of JAMS.

The arbitration shall be administered by JAMS or such other arbitration service provider to which You and HGV mutually agree. A single neutral arbitrator shall preside over the arbitration in accordance with JAMS’s Employment Arbitration Rules & Procedures (the “JAMS Rules”), or as otherwise agreed by the parties. Unless the parties agree otherwise, the arbitrator shall be appointed in the manner provided by the JAMS Rules and shall be a retired state or federal judge. The arbitration proceeding shall take place in or near the city where You worked.

Any authorized decision or award of the arbitrator shall be final and binding upon the parties. The arbitrator shall have the power to award any type of legal or equitable relief available in a court of competent jurisdiction including, but not limited to, attorney’s fees, to the extent such damages are available under law. Because any arbitral award may be entered as a judgment or order in any court of competent jurisdiction, any relief or recovery to which you may be entitled upon any claim (including those arising out of employment, cessation of employment, or any claim of unlawful discrimination) shall be limited to that awarded by the arbitrator. Again, the arbitrator has no power to consolidate claims or adjudicate a collective/class action. All orders of the arbitrator (except evidentiary rulings at the arbitration) shall be in writing and subject to review pursuant to the Federal Arbitration Act.

The Parties shall attempt to resolve any and all disputes, claims or controversies arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy. If such disputes, claims or controversies are not resolved through such negotiation as set forth in [Section 15.10.1], then they shall be submitted for final and binding arbitration pursuant to the arbitration clause set forth below. Either Party may initiate arbitration with respect to the matters submitted to negotiation by filing a written demand for arbitration at any time following the initial negotiation session. Notwithstanding the foregoing, any dispute between the Parties as to whether entering into a Licensing Transaction would have a Material Impact shall be resolved as set forth in [Section 7.5.5].

Arbitration Process. If the Parties mutually elect to resolve any Misuse Allegation pursuant to this Section 11.12, then such Misuse Allegation will be referred to and finally resolved by binding arbitration in accordance with the Commercial Rules and Procedures (the “Rules”) of the International Chamber of Commerce (the “ICC”), by an arbitral tribunal composed of three arbitrators, all of whom will have relevant experience in pharmaceutical industry, appointed by agreement of the Parties in accordance with the Rules. If, at the time of the arbitration, the Parties agree in writing to submit the dispute to a single arbitrator, said single arbitrator will # have relevant experience in pharmaceutical industry and # be appointed by agreement of the Parties, or, failing such agreement, by ICC in accordance with the Rules. The foregoing arbitration proceedings may be commenced by either Party by written notice to the other Party. Unless otherwise agreed by the Parties hereto, all such arbitration proceedings will be held in London, England, provided that proceedings may be conducted by telephone conference call with the consent of both Parties and the arbitrator(s). All arbitration proceedings will be conducted in the English language.

All claims in arbitration are subject to the same statutes of limitation that would apply in court.

Process. Such offer will be made by Landlord to Tenant in a written notice (the “Offer Notice”) which offer will specify the terms for such Offered Space which will be the same as those being offered to the general public. Tenant may accept the offer set forth in the Offer Notice by delivering to Landlord an unconditional acceptance (“Tenant’s Notice”) of such offer within fifteen (15) Business Days after delivery by Landlord of the Offer Notice to Tenant. Time will be of the essence with respect to the giving of Tenant’s Notice. If Tenant does not accept or fails to timely provide the Tenant’s Notice, Tenant shall be deemed to have refused the Offered Space and Landlord will be under no further obligation to Tenant with respect to the Offered Space. Tenant must accept the entire Offered Space and may not exercise its right with respect to only part of such space.

Process. In the event of any such Claim against any of the [[Agenus:Organization]] Indemnified Parties or [[Organization A:Organization]] Indemnified Parties (each, an “Indemnified Party”) by any Third Party, the Indemnified Party will promptly notify the indemnifying Party in writing of the Claim; provided, however, that the failure of an Indemnified Party to give such notice shall not diminish the indemnification obligation of the indemnifying Party under this Article 14 except to the extent that the indemnifying Party’s ability to defend against the same is materially prejudiced thereby. The indemnifying Party shall assume direction and control of the defense, litigation, settlement, appeal or other disposition of such Claim with counsel selected by the indemnifying Party and reasonably acceptable to the Indemnified Party. The Indemnified Party will cooperate with the indemnifying Party and may, at its option and expense, be separately represented in any such action or proceeding; provided, however, that the Indemnified Party’s legal fees and expenses shall be indemnifiable Losses if the interest of the Indemnified Party and those of the indemnifying Party with respect to such Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law or ethical rules. The indemnifying Party shall not be responsible for indemnification of any Claims compromised or settled without its prior written consent. Notwithstanding the foregoing, the indemnifying Party will not settle a Third Party Claim without the prior written consent of the Indemnified Party, if such settlement would impose any monetary obligation on the Indemnified party or require the Indemnified Party to submit to an injunction or other equitable relief or if such settlement admits the fault of the Indemnified Party. Notwithstanding anything to the contrary above, in the event of any such Claim against an Indemnified Party by a governmental authority asserting criminal liability or seeking an injunction or similar against the Indemnified Party, the Indemnified Party will have the right to control the defense, litigation, settlement, appeal or other disposition of the Claim at the indemnifying Party’s expense.