TO THE PARTIES OF THE SELECTION OF THE THIRD ARBITRATOR, EACH
PARTY SHALL CONTEMPORANEOUSLY SUBMIT IN WRITING TO THE PRESIDING ARBITRATOR AND
THE OTHER PARTY ITS POSITION FOR THE RESOLUTION OF THE ISSUE THAT IS THE SUBJECT
MATTER OF THE ARBITRATION.
AT THE REQUEST OF EITHER PARTY, TO BE SUBMITTED TO
THE PRESIDING ARBITRATOR AND THE OTHER PARTY WITHIN SIXTY DAYS RECEIPT OF THE
WRITTEN POSITION OF THE OTHER PARTY, THE ARBITRATORS SHALL SCHEDULE IN-PERSON
PRESENTATIONS OF THE PARTIES (AT WHICH BOTH PARTIES AND ALL THREE ARBITRATORS
SHALL BE PRESENT), WHICH MAY INCLUDE THE PRESENTATION OF WITNESSES, ORAL
ARGUMENT, OR BOTH, AT THE DISCRETION OF EACH OF THE PARTIES, AND WHICH SHALL NOT
EXCEED FIVE HOURS FOR EACH OF THE PARTIES.
THE IN-PERSON PRESENTATIONS SHALL BE
SCHEDULED BY THE ARBITRATORS AT THEIR CONVENIENCE AND THE REASONABLE CONVENIENCE
OF THE PARTIES, BUT SHALL BE HELD WITHIN NINETY AND ONE HUNDRED FIFTY DAYS OF
RECEIPT BY THE PRESIDING ARBITRATOR OF THE FIRST REQUEST FOR AN IN-PERSON
PRESENTATION.
IF NEITHER PARTY MAKES A REQUEST FOR AN IN-PERSON PRESENTATION,
THEN THE DECISION OF THE ARBITRATORS SHALL BE BASED SOLELY ON THE WRITTEN
POSITIONS OF THE PARTIES.
THE ARBITRATORS SHALL HAVE THE POWER ONLY TO SELECT
ONE OF THE PARTY'S POSITIONS, AND THE DECISION OF ANY TWO OF THE ARBITRATORS
SHALL BE THE RESULT OF THE ARBITRATION.
THE NON-PREVAILING PARTY SHALL BEAR THE
COSTS OF THE ARBITRATION.
THE DECISION RESULTING FROM THE ARBITRATION PROVIDED
FOR HEREIN SHALL BE FINAL AND BINDING ON THE PARTIES HERETO.
NOTWITHSTANDING
THE ABOVE, WITHOUT RESORT TO ARBITRATION IN THE FIRST INSTANCE, EITHER PARTY HAS
THE RIGHT TO BRING SUIT AGAINST THE OTHER PARTY FOR (I) ANY BREACH OF SUCH OTHER
PARTY'S DUTIES OF CONFIDENTIALITY PURSUANT TO ARTICLE 9 OF THIS AGREEMENT AND
(II) ANY INFRINGEMENT OF ITS OWN PROPRIETARY RIGHTS BY THE OTHER PARTY.
JUDGMENT UPON THE ARBITRATORS' AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT
JURISDICTION.
THE PARTIES AGREE NOT TO INSTITUTE ANY LITIGATION OR PROCEEDINGS
AGAINST EACH OTHER IN CONNECTION WITH THIS AGREEMENT UNLESS THEY HAVE COMPLIED
WITH THE PROVISIONS OF THIS SECTION 13.6, AS THEY MAY BE APPLICABLE, UNLESS
OTHERWISE PROVIDED HEREIN.
13.7.
PUBLIC ANNOUNCEMENTS.
ANY PROVISION OF ARTICLE 9
TO THE CONTRARY NOTWITHSTANDING, THE PARTIES AGREE THAT PRESS RELEASES AND OTHER
ANNOUNCEMENTS TO BE MADE BY EITHER OF THEM IN RELATION TO THIS AGREEMENT SHALL
BE SUBJECT TO THE WRITTEN CONSENT OF THE OTHER PARTY, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED, EXCEPT TO THE EXTENT THAT ANY SUCH PRESS
RELEASE IS REQUIRED TO BE MADE BY LAW OR THE RULES OF ANY RELEVANT NATIONAL
STOCK EXCHANGE AND THE CONSENT OF THE OTHER PARTY IS NOT OBTAINED AFTER
REASONABLE EFFORTS TO DO SO.
THE PARTIES WILL AGREE TO ISSUE A JOINT PRESS
RELEASE IMMEDIATELY FOLLOWING THE EXECUTION OF THIS AGREEMENT, THE FORM AND
CONTENT OF WHICH SHALL BE REASONABLY SATISFACTORY TO BOTH PARTIES.
13.8.
ENTIRE AGREEMENT; AMENDMENT.
THIS AGREEMENT,
TOGETHER WITH THE EXHIBITS HERETO, CONTAINS THE ENTIRE UNDERSTANDING OF THE
PARTIES WITH RESPECT