The ICC arbitration clause refers to an agreement between parties to resolve their disputes through arbitration under the rules of the International Chamber of Commerce (ICC). This clause specifies that any disagreements will be handled by an impartial tribunal, ensuring a binding and enforceable resolution while providing a streamlined alternative to court litigation.
Any dispute, controversy or claim arising out of, or in relation to, this Term Sheet, including the validity, invalidity, breach, or termination thereof, shall be resolved by ICC arbitration
Disputes shall be resolved through ICC arbitration, to be held in English, before a single arbitrator in Geneva, Switzerland.
7.2 Dispute Resolution. The parties agree that any dispute or controversy arising out of, relating to, or in connection with this Agreement or the transactions contemplated hereby (a “Dispute”) shall be arbitrated pursuant to the provisions of the Rules of Arbitration of the International Chamber of Commerce (the “ICC Arbitration Rules”), by three arbitrators (the “Tribunal”) appointed in accordance with the ICC Arbitration Rules (the “Arbitration”). The arbitration will be conducted in English, and shall take place in New York, New York or such other location as the parties and the Tribunal may agree. The arbitral award (the “Award”) shall (a) be rendered within 120 days after the Tribunal’s acceptance of its appointment; (b) be delivered in writing; (c) state the reasons for the Award; (d) be the sole and exclusive final and binding remedy with respect to the Dispute between and among the parties without the possibility of challenge or appeal, which are hereby waived; and (e) be accompanied by a form of judgment.
In the ICC arbitration proceeding, GUPCSA claimed a total of U.S.$577.1 million, while the PCA petitioned for a return of the U.S.$233.2 million plus interest that the PCA had paid pursuant to the DAB decision of December 2014.
(b) For any dispute arising out of or in connection with this Agreement or the transactions contemplated hereby, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the International Chamber of Commerce Rules of Arbitration (the “ICC Arbitration Rules”), which are deemed to be incorporated by reference into this clause.
(iv) Without prejudice to any party’s right to seek emergency, conservatory or interim measures of relief in any arbitral proceeding initiated in accordance with the ICC Arbitration Rules, any party may apply at any time to a court of competent jurisdiction for interim or emergency relief, including conservatory measures of protection or a preliminary injunction.
(b) If the Parties have failed to resolve such Dispute within thirty days after receipt of the Dispute Notice, such Dispute shall be exclusively and definitively resolved in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “ICC Arbitration Rules”) by three (3) arbitrators appointed in accordance with said ICC Arbitration Rules. The Arbitration shall be final and binding upon the Parties.
Prior to the constitution of the arbitral tribunal, either Party may apply for interim measures of protection (including injunctions, attachments and conservation orders) to any court of competent jurisdiction or to an Emergency Arbitrator as provided (and defined) in the ICC Arbitration Rules.
Arbitration. In the event of acceptance of this Agreement, in case of any dispute, the Parties will always negotiate and try to resolve any dispute in good faith in an amicable manner. If the dispute is not resolved amicably within thirty (30) days of the start of negotiations to that effect, they will submit the dispute to arbitration, in accordance with the Rules of Arbitration (the “ICC Arbitration Rules”) of the International Chamber of Commerce (“ICC”).
The dispute is before an ICC arbitration panel seated in New York City and will be arbitrated under New York law with the hearing set for February 2022. We cannot currently estimate the likely outcome of the dispute under the Bispecific Agreement.
With the exception of those matters subject to determination as provided in Sections 2.8.2, or 13.3, any dispute, claim or controversy arising from or related in any way to this Agreement or the interpretation, application, breach, termination or validity thereof, including any claim of inducement of this Agreement by fraud or otherwise, and further including any such controversy or claim involving the parent company, subsidiaries, or affiliates under common control of any Party (“Dispute”), shall first be referred to the Executive Officers in accordance with Section 13.1, and if it has not been resolved within the time specified in Section 13.1, will be submitted for final, binding resolution through arbitration administered by the International Chamber of Commerce pursuant to the ICC Arbitration Rules, except where those rules conflict with these provisions, in which case these provisions control. The seat of the arbitration will be New York, NY, without prejudice to the arbitrators’ authority to hold any meetings or hearings in any place that is convenient to them and to the parties and in accordance with the ICC Arbitration Rules.
13.4.2 To the extent a Dispute does not involve claims exceeding USD [***], then the arbitration shall be conducted by a single arbitrator. If the Parties are unable to agree on an arbitrator within [***] ([***]) [***] of the filing of the Answer to the Request for Arbitration or the Answer to the Notice of Counterclaims (as may be applicable), then the arbitrator shall be appointed by the International Court of Arbitration pursuant to the ICC Arbitration Rules.
13.4.3 When a Dispute involves claims that exceed USD [***], then the arbitration shall be conducted by a three-member tribunal. Each party shall be entitled to appoint a neutral and impartial co-arbitrator in accordance with the ICC Arbitration Rules. The third arbitrator, who will act as president of the arbitral tribunal, shall be appointed by agreement of the co-arbitrators, in consultation with the parties, except that if such appointment does not occur within [***] ([***]) [***] of the confirmation of the co-arbitrators’ appointments, then the appointment shall be made by the International Court of Arbitration pursuant to the ICC Arbitration Rules.
13.4.5 Settlement negotiations, including any statements made therein, shall not be admissible during the arbitration under any circumstances. Affidavits prepared for purposes of the an arbitration hearing also shall not be admissible. As to all other matters, the arbitrator or tribunal shall have sole discretion regarding the admissibility of any evidence in accordance with the ICC Arbitration Rules.
For instance, with respect to a dispute concerning a temporary cofferdam at the Pacific entrance, after the DAB had denied claims by GUPCSA totaling U.S.$138.0 million, GUPCSA submitted this dispute to ICC arbitration in December 2013 and increased its claims to U.S.$218.2 million as of September 2015. The ICC tribunal issued a decision in July 2017 that dismissed each claim concerning the temporary cofferdam, while also awarding to the PCA more than U.S.$22.9 million in costs and expenses from the arbitration proceeding.
14.3.1 If the Parties are unable to resolve a Disputed Matter using the process described in Section 14.1, and if Section 14.2 does not apply (except if a Party has failed to comply with an expert’s final decision pursuant to Section 14.2, in which case such breach may be resolved pursuant to this Section 14.3), then a Party seeking further resolution of the Disputed Matter shall submit the Disputed Matter, other than Patent Disputed Matters (which shall be resolved exclusively pursuant to Section 14.5), to resolution by final and binding arbitration. The seat, or legal place, of arbitration shall be New York City, New York and the arbitration hearing shall take place in San Francisco, California. The arbitration shall be administered by the ICC pursuant to its International Arbitration Rules then in effect (the “ICC Arbitration Rules”), except as otherwise provided herein. The language of the arbitration shall be English.
14.3.2 The arbitration will be conducted by a panel of three (3) arbitrators appointed in accordance with the ICC Arbitration Rules; provided that each Party shall nominate one arbitrator and the two (2) Party-nominated arbitrators shall nominate the third arbitrator, who shall serve as the chairperson, within [***] after the second Party-nominated arbitrator’s confirmation. Each arbitrator must have at least [***] of business or legal experience in the pharmaceutical industry. If either Party fails to nominate its arbitrator or the two (2) Party-nominated arbitrators fail to appoint the chairperson of the arbitral tribunal within [***] after the second Party-nominated arbitrator is confirmed, either Party may apply to the ICC for the appointment of the remaining arbitrator or the chairperson of the arbitral tribunal pursuant to ICC Arbitration Rules. The award shall be rendered within [***] after the confirmation of the chairperson of the arbitral tribunal, unless the Parties jointly request an extension or the arbitral tribunal determines in a reasoned decision that the case requires that such limit be extended by a reasonable period.
2.2.2Expedited Arbitration. In the event any dispute or disagreement arises between the parties relating to whether the applicable Sublicensing Criteria have been satisfied, either party may, by written notice to the other party, elect to submit such dispute or disagreement for final settlement via binding arbitration conducted in New York in accordance with the Expedited Procedures of the ICC arbitration rules.
The time periods set forth in the ICC Arbitration Rules shall be followed; provided however that the arbitrators may modify such time periods as reasonably necessary to render a written opinion in accordance with this Section 21.3.
In the event that any issue shall arise which is not clearly provided for in this Section 21.3, the matter shall be resolved in accordance with the ICC Arbitration Rules.
In the event that any issue shall arise which is not clearly provided for in this arbitration agreement the matter shall be resolved in accordance with the ICC Arbitration Rules.
ICC Arbitration is a form of dispute resolution offered by the International Chamber of Commerce (ICC). It allows parties from different jurisdictions to resolve their disputes outside of national courts in a neutral forum. The process is governed by the ICC’s own set of rules, known as the ICC Rules of Arbitration. These rules provide a framework for the appointment of arbitrators, the conduct of proceedings, and the enforcement of arbitral awards.
You should consider using ICC Arbitration when:
To effectively draft an ICC Arbitration clause, ensure it is clear and comprehensive. Here is a standard template provided by the ICC:
“All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.”
Additional elements you may include:
These elements help tailor the arbitration process to the specific needs of the parties involved.
Contracts that often contain ICC Arbitration clauses include:
By including an ICC Arbitration clause, parties ensure their disputes can be addressed efficiently and effectively by experienced professionals.
Try our AI contract analysis and extract important clauses and information from existing contracts.
< <
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The "In Witness Whereof" clause is a traditional concluding statement in legal documents indicating that the parties have read, understood, and agreed to the terms outlined in the contract. It is followed by the signatures of the parties involved, serving as formal acknowledgment of their consent and commitment.
The clause "including without limitation" is often used in contracts to indicate that the provided examples or list are not exhaustive and that additional items or scenarios could apply. This phrase helps ensure that the scope of the provision is broad and not limited solely to the mentioned elements.
"Incorporation by reference" is a contractual mechanism that allows parties to include terms from an external document within the contract without restating them verbatim. By referring to the external document, the parties agree to abide by its terms as if they were fully set out within the contract itself.
Fill out the form and we will get in touch with you to give you a personal, customized demo of fynk.
Greetings!
I'm Markus, co-founder of fynk. After you've submitted the form, I'll swiftly get in touch with you.
Also, right after you submit your details, you can pick a time that works best for you for our meeting.
