FOLLOWING ARTICLES AND SECTIONS SHALL
SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT: SECTIONS 3.4, 4.5, 5.1,
5.3, 5.4, 7.7 7.8, 8.3, 11.3, 11.5, 11.6 AND ARTICLES 10, 14, 16 AND 17.
ARTICLE 16 - DISPUTE RESOLUTION
If the Parties ever have a dispute involving their respective rights and
obligations under this Agreement, then the Parties will attempt to resolve such
dispute as follows:
16.1
DISPUTE NOTICE.
EITHER *** OR SUPERGEN MAY AT ANY
TIME DELIVER TO THE OTHER A WRITTEN DISPUTE NOTICE SETTING FORTH A BRIEF
DESCRIPTION OF THE ISSUES FOR WHICH SUCH NOTICE INITIATES THE DISPUTE RESOLUTION
MECHANISM SET FORTH IN THIS ARTICLE 16.
SUCH DISPUTE NOTICE SHALL ALSO SPECIFY
THE PROVISION OR PROVISIONS OF THIS AGREEMENT AND THE FACTS OR CIRCUMSTANCES
THAT ARE THE SUBJECT MATTER OF THE DISPUTE.
16.2
INFORMAL NEGOTIATIONS; ESCALATION.
DURING THE
THIRTY (30) DAY PERIOD FOLLOWING DELIVERY OF A DISPUTE NOTICE DESCRIBED IN
SECTION 16.1, THE PARTIES WILL CAUSE THEIR REPRESENTATIVES TO MEET AND SEEK TO
RESOLVE THE DISPUTED ITEMS CORDIALLY THROUGH INFORMAL NEGOTIATIONS.
ANY
DISPUTES RELATING TO THE RELATIONSHIP BETWEEN THE PARTIES THAT ARE NOT RESOLVED
BY INFORMAL NEGOTIATIONS SHALL BE FIRST REFERRED TO SENIOR OFFICERS OF EACH
PARTY.
THE SENIOR OFFICERS SHALL IN GOOD FAITH ATTEMPT TO RESOLVE THE DISPUTE
PRESENTED TO THEM.
IF, HOWEVER, THE SENIOR OFFICERS ARE UNABLE TO RESOLVE SUCH
A DISPUTE WITHIN THIRTY (30) DAYS OF BEING REQUESTED BY A PARTY TO RESOLVE THE
DISPUTE, EITHER PARTY MAY, BY WRITTEN NOTICE TO THE OTHER, INVOKE THE PROVISIONS
OF SECTION 16.3.
ANY STATUTE OF LIMITATIONS OR SIMILAR TIME PERIODS SHALL BE
TOLLED DURING SUCH PERIOD.
16.3
DISPUTE RESOLUTION PROCEEDINGS.
IF REPRESENTATIVES
OF THE PARTIES ARE UNABLE TO RESOLVE DISPUTED ITEMS THROUGH THE INFORMAL
NEGOTIATIONS DESCRIBED IN SECTION 16.2, THEN WITHIN 30 DAYS AFTER THE INFORMAL
NEGOTIATION PERIOD THE PARTIES WILL REFER THE DISPUTED ISSUES TO A DISPUTE
RESOLUTION PANEL FOR FINAL RESOLUTION AS FOLLOWS:
16.3.1
DESIGNATION OF REPRESENTATIVES.
WITHIN SEVEN DAYS AFTER
SUCH INFORMAL NEGOTIATION PERIOD, *** AND SUPERGEN WILL EACH DESIGNATE ONE
REPRESENTATIVE TO SERVE ON THE DISPUTE RESOLUTION PANEL.
(IF EITHER PARTY FAILS
OR REFUSES TO DESIGNATE A REPRESENTATIVE, THEN THE OTHER PARTY WILL BE ENTITLED
TO HAVE A REPRESENTATIVE APPOINTED FOR SUCH PARTY BY THE CPR INSTITUTE.)
16.3.2
SELECTION OF NEUTRAL.
PROMPTLY AFTER THEY HAVE BEEN
DESIGNATED, THE DESIGNATED REPRESENTATIVES WILL MEET AND SELECT A NEUTRAL PERSON
(THE "NEUTRAL") TO SERVE AS THE THIRD MEMBER OF THE DISPUTE RESOLUTION PANEL.
IF THE DESIGNATED
22
REPRESENTATIVES OF PARTIES CANNOT AGREE ON A NEUTRAL, THEN EITHER REPRESENTATIVE
MAY REQUEST THE CPR INSTITUTE TO SELECT THE NEUTRAL.
16.3.3
PROCEDURES AND PROCESS.
AT THE TIME THE MATTER IS REFERRED
TO THE DISPUTE RESOLUTION PANEL, *** AND SUPERGEN WILL JOINTLY ESTABLISH THE
PROCEDURES TO BE FOLLOWED WITH RESPECT TO THE PRESENTATION OF THE PARTIES'
RESPECTIVE POSITIONS AND THE PROCESS BY WHICH THE DISPUTE RESOLUTION PANEL WILL
REACH AND RENDER ITS DECISION ON THE DISPUTED ISSUES.
IF *** AND SUPERGEN
CANNOT AGREE ON SUCH PROCEDURES AND PROCESSES, THEN THE NEUTRAL