definiens: as defined below which the parti es are unable to resolve pursuant to the other dispute resolution mechanisms provided in this Research Agreement ( other than litigation ) shall, upon the w ritten request of one party delivered to the other party, be submitted to and s ettled by a panel of Third Parties ( a ) appointed by VERTEX and NOVARTIS as provided below . The shall consist solely o f disagreements concerning whether a particular Compound has satisfied all of the applicable Development Candidate Criteria . Within thirty ( 30 ) days after d elivery of the above - referenced written request, each party will a ppoint one person who is not an Affiliate of the party appointing that person, a nd who is knowledgeable in the areas of pharmaceutical science, business and c ommercial aspects of drug development and sale, or the clinical development o f pharmaceuticals, to hear and determine the dispute . The two persons so chose n will select another impartial Third Party and their majority decision w ill be final and conclusive upon the parties hereto . If either party fails to d esignate its appointee within the thirty ( 30 ) day period referenced above, then t he appointee who has been designated by the other party will serve as the sol e member of the Third Party Panel and will be deemed to be the single, mutually approved party to resolve the dispute . Each party will bear its own costs in the Third Party Referral process, and the parties will split equally the cos ts of the Third Party Panel members . The Third Party Panel will, upon the reque st of either party, issue its final determination in writing