OF THE SIXTY (60) DAY NEGOTIATION
PERIOD.
9.2
DISPUTE RESOLUTION AND ARBITRATION.
EXCEPT AS PROVIDED IN THE
NON-EXCLUSIVE CROSS-LICENSE AGREEMENT FOR ANY DISPUTES CONCERNING INTELLECTUAL
PROPERTY,
30
DISPUTES ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE
ANCILLARY AGREEMENTS, OR IN RELATIONS BETWEEN THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF, FOR ANY REASON OR UNDER ANY CIRCUMSTANCES, WILL BE
FINALLY SETTLED BY A SINGLE ARBITRATOR IN A BINDING ARBITRATION IN ACCORDANCE
WITH THE JUDICIAL ARBITRATION AND MEDIATION SERVICES ("JAMS") COMPREHENSIVE
ARBITRATION RULES AND PROCEDURES (THE "JAMS RULES").
UPON RECEIPT OF WRITTEN
NOTICE BY ONE PARTY TO THE OTHER OF THE EXISTENCE OF A DISPUTE, THE PARTIES
SHALL, WITHIN THIRTY (30) DAYS CONDUCT A MEETING OF ONE OR MORE SENIOR
EXECUTIVES OF EACH PARTY, WITH FULL SETTLEMENT AUTHORITY, IN AN ATTEMPT TO
RESOLVE THE DISPUTE.
EACH PARTY SHALL MAKE AVAILABLE APPROPRIATE PERSONNEL TO
MEET AND CONFER WITH THE OTHER PARTY REASONABLY WITHIN THE THIRTY-DAY PERIOD.
UPON THE EXPIRATION OF THE THIRTY-DAY PERIOD, OR UPON THE TERMINATION OF
DISCUSSIONS BETWEEN THE SENIOR EXECUTIVES, EITHER PARTY MAY ELECT ARBITRATION OF
ANY DISPUTE BY WRITTEN NOTICE TO THE OTHER (THE "ARBITRATION NOTICE").
THE
ARBITRATION SHALL BE HELD IN SAN FRANCISCO, CALIFORNIA BEFORE ONE (1) ARBITRATOR
FROM JAMS HAVING SUBSTANTIAL EXPERIENCE AS A JURIST AND MEDIATOR WITH
SIGNIFICANT DISPUTES IN THE BIOTECHNOLOGY AND/OR PHARMACEUTICALS INDUSTRY
SELECTED BY THE MUTUAL AGREEMENT OF THE FACET AND THE PDL; PROVIDED, HOWEVER,
THAT IF SUCH PARTIES CANNOT AGREE ON AN ARBITRATOR WITHIN THIRTY (30) DAYS OF
THE ARBITRATION NOTICE, EITHER PARTY MAY REQUEST JAMS SELECT THE ARBITRATOR, AND
JAMS SHALL SELECT AN ARBITRATOR PURSUANT TO THE PROCEDURE SET OUT BY THE JAMS
RULES; PROVIDED, HOWEVER, THAT THE ARBITRATOR SELECTED BY JAMS SHALL BE A FORMER
JUDGE WITH AT LEAST FIFTEEN (15) YEARS EXPERIENCE ADDRESSING AS A JURIST AND/OR
MEDIATOR SIGNIFICANT DISPUTES IN THE BIOTECHNOLOGY AND/OR PHARMACEUTICAL
INDUSTRY.
THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO ITS AAA
RULES.
JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING
JURISDICTION.
THE ARBITRATOR MAY, IN THE ARBITRATION AWARD, ALLOCATE FOR
PAYMENT BY THE NON-PREVAILING PARTY ALL OR PART OF THE COSTS OF THE ARBITRATION,
INCLUDING FEES OF THE ARBITRATOR AND THE REASONABLE ATTORNEYS' FEES AND COSTS
INCURRED BY THE PREVAILING PARTY.
THIS SECTION SHALL NOT PRECLUDE THE PARTIES
FROM SEEKING PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF
APPROPRIATE JURISDICTION.
IN RESPECT OF ANY ACTIONS FOR INJUNCTIVE OR OTHER
EQUITABLE RELIEF HEREUNDER, ANY ACTION OR PROCEEDING MAY BE BROUGHT AGAINST ANY
PARTY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF SAN MATEO,
CALIFORNIA AND EACH OF THE PARTIES CONSENTS TO THE JURISDICTION OF SUCH COURTS
IN ANY SUCH ACTION OR PROCEEDING AND WAIVES ANY OBJECTION TO VENUE LAID THEREIN.
ARTICLE X
FURTHER ASSURANCES
10.1
FURTHER ASSURANCES.
(A)
IN ADDITION TO AND WITHOUT LIMITING THE ACTIONS SPECIFICALLY
PROVIDED IN THIS AGREEMENT, EACH OF THE PARTIES SHALL USE ITS REASONABLE BEST
EFFORTS, PRIOR TO, ON AND AFTER THE