# Baseball arbitration

## Dispute Resolution

5.14 Dispute Resolution. Without limitation of the choice of law and jurisdiction of Section 5.5, except as expressly provided for herein (including disputes to be resolved using **Baseball Arbitration**), the Parties hereby agree that controversies or claims arising out of or relating to this Agreement, or the interpretation, performance, breach, termination or validity thereof, will be escalated in accordance with the escalation procedure set forth in Exhibit C; provided, however, if such dispute is not resolved within the 30-day period set forth therein, then such dispute will be resolved in accordance with Section 5.5.

### Valuation Firm

(d) If the only Qualifying Offer submitted to the Company and outstanding as of the Submission Date with respect to such Product is from Bayer or one of its Affiliates, then the Company may, at the instruction of the Applicable Directors, seek a Third Party Valuation to determine the FMV and the QOFMV. The Valuation Firm will prepare and deliver to the Company a FMV Report within [**...**] of its engagement by the Company for such Third Party Valuation. The FMV Report will be delivered to the Company, Bayer and the Applicable Directors within [**...**] Business Days of it being completed. If the FMV is determined to be higher than the QOFMV for such Product, Bayer will have a right to provide a Revised FMV Bid that includes terms that provide for the Required FMV Terms. Such right to provide a revised Bid is required to be exercised by Bayer by submitting a Revised FMV Bid to the Company within the FMV Bid Period. If there is any dispute with respect to whether such Revised FMV Bid satisfies such Required FMV Terms, such dispute will be referred to **Baseball Arbitration**.

### Bidding Process

The Superior Bid will be: (i) such Qualifying Offer if the Company does not seek a Third Party Valuation or the QOFMV is determined to be higher than the FMV; or (ii) the Revised FMV Bid if it satisfies the Required FMV Terms. Notwithstanding the foregoing, there will be no Superior Bid if Bayer does not provide a Revised FMV Bid during the FMV Bid Period or the Revised FMV Bid does not satisfy the Required FMV Terms, in which case the Applicable Directors will terminate the Bidding Process and the Board will determine appropriate next steps with respect to such Product, which will be to further research, develop and commercialize the applicable Product (unless otherwise agreed by the Board with the Requisite Approval).

### Bidding Party

(A) If such Bid is a Qualifying Offer, then the Applicable Directors may, in their discretion, accept such Bid or negotiate the terms of such Product Transfer with Bayer. If Bayer and the Applicable Directors are unable to agree to terms of such Product Transfer within ten Business Days following the Company’s receipt of such Bayer Solicited Bid Notice, then the Company may, at the instruction of the Applicable Directors, seek an independent valuation of such ROFR Product from a Valuation Firm (a “Third Party Valuation”) to determine the fair market value of such ROFR Product (assuming the Minimum Offer Terms for such Product Transfer, as adjusted by the terms in such Qualifying Offer that the Applicable Directors have accepted in principle) (the “FMV”) and the fair market value of such Qualifying Offer (“QOFMV”).

### Royalty Election

(iii) If Adimab has undergone an Adimab Change of Control, then Arsanis may request that a Third Party determine an amount to be allocated to Program Transaction Revenue for the particular Arsanis Trade Sale, by **baseball arbitration** pursuant to Section 10.2(b). Any allocation determined by such **baseball arbitration** shall only be valid as to an Arsanis Trade Sale transaction on the terms disclosed in writing by Arsanis to Adimab and the Arbitrator pursuant to such **baseball arbitration**; if an Arsanis Trade Sale ultimately occurs on different terms, then the allocation must either be agreed by the Parties or re-arbitrated by **baseball arbitration** in accordance with Section 10.2(b).

### Combination Products Adjustment

(c) If Arsanis, its Affiliate, their successors or the Product marketer of any of them under a Program Transaction for which the Royalty Election has been made sells a Combination Product, then Net Sales for such Combination Product shall be calculated as (i) [**...**] percent ([**...**]%) of actual Net Sales if neither (ii) nor (iii) applies; (ii) the percentage of Net Sales (or formula to calculate such percentage) mutually agreed in writing by the Parties in advance of First Commercial Sale, if the Parties mutually agree in writing to such percentage (or formula to calculate such percentage); and (iii) if the Parties have failed to agree on such percentage in writing within [**...**] days after Arsanis in writing requests discussions, and Adimab has prior to such time undergone an Adimab Change of Control, then the percentage of Net Sales determined in **baseball arbitration** under Section 10.2(b).

### Resolution Procedures

Any **Baseball Arbitration** shall be held in San Francisco, California, according to the then-current commercial arbitration rules of the American Arbitration Association (“AAA”), except to the extent such rules are inconsistent with this Paragraph 10.4. The **Baseball Arbitration** will be conducted by one (1) arbitrator who shall be reasonably acceptable to the Parties and who shall be appointed in accordance with AAA rules. If the Parties are unable to select an arbitrator, then the arbitrator shall be appointed in accordance with AAA rules.

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This document represents a detailed narrative regarding Baseball Arbitration as it applies to various agreements and disputes. For clarification or further inquiries, parties are encouraged to engage in direct discussions.