|CMC||Case Management Conference held on July 31, 2018|
|Decision on Challenge||Decision on Challenge of Arbitrator Joseph E. Neuhaus, dated August 19, 2019|
|Document Requests||Parties’ Requests for the Production of Documents, dated November 16, 2018|
|DTSA||The Defend Trade Secrets Act, 18 U.S.C. §§1836 et seq.|
|Employee Agreement||Employee Agreement Supplementing Mutual Non-Disclosure Agreement of July 28, 2010 and Wafer Supply Agreement of February 6, 2012|
|IBA Rules||International Bar Association Rules on the Taking of Evidence in International Arbitration (2010)|
|IQE||IQE plc, Claimant and Counter-Respondent|
|Joint Submission||Joint Submission for Case Management Conference, dated July 24, 2018|
|LCIA||London Court of International Arbitration|
|LCIA Rules||LCIA Arbitration Rules (2014)|
|MBE||Molecular beam epitaxy|
|Mem. Order||Memorandum Order (Jurisdiction), dated September 12, 2018|
|MOCVD||Metal organic chemical vapor deposition|
|Protective Order||Protective Order and Confidentiality Agreement, dated September 23, 2018|
|SJC||Solar Junction Corporation, Respondent and Counter-Claimant|
|Tr.||Transcript of the Hearing (September 4-6 and 9-12, 2019)|
|WSA||Wafer Supply Agreement, dated February 6, 2012, between IQE and SJC (Ex. 2011)|
|396 Application||U.S. Patent Application No. 15/188,396 (Ex. 1005)|
|339 Patent||U.S. Patent No. 9,768,339 B2 (Ex. 1003)|
|RFA||Request for Arbitration, dated January 24, 2018|
|Resp RFA||Response to the Request for Arbitration and Comments Regarding Counterclaims, dated March 23, 2018|
|SOC||SJC’s Statement of Case, dated September 28, 2018|
|SOD||IQE’s Statement of Defense, dated November 12, 2018|
|IQE PreHB||IQE’s Pre-Hearing Brief on All Issues Other than Quantum, dated August 2, 2019|
|SJC PreHB||SJC’s Pre-Hearing Brief on Liability, dated July 8, 2019|
|IQE Dmg PreHB||IQE’s Pre-Hearing Brief on Quantum of Damages (If Any), dated August 19, 2019|
|SJC Dmg PreHB||SJC’s Pre-Hearing Brief on Remedies, dated August 9, 2019|
|IQE PostHB||IQE’s Post-Hearing Brief, dated October 21, 2019|
|SJC PostHB||SJC’s Closing Brief, dated October 21, 2019|
|IQE PostHRB||IQE’s Post-Hearing Reply Brief, dated November 4, 2019|
|SJC PostHRB||SJC’s Reply Closing Brief, dated November 4, 2019|
|A. Liu||Testimony of Dr. Amy W.K.. Liu|
|Bank||Testimony of Dr. Seth Bank (Expert)|
|Dowd||Testimony of Dr. Philip Dowd|
|Fitzgerald||Testimony of Dr. Eugene A. Fitzgerald (Expert)|
|Horsburgh||Testimony of Dr. Gordon Horsburgh|
|Jackrel||Testimony of Dr. David B. Jackrel (Expert)|
|Lynde||Testimony of Dr. Matthew R. Lynde (Expert)|
|Nelson||Testimony of Dr. Andrew W. Nelson|
|Nunna||Testimony of Dr. Kalyan Nunna|
|Pelzel||Testimony of Dr. Rodney Pelzel|
|Sheldon||Testimony of Mr. Michael Sheldon|
|T. Liu||Testimony of Dr. Ting Liu|
|Torabi||Testimony of Mr. Hamid R. Torabi|
|Vigil||Testimony of Dr. Robert L. Vigil (Expert)|
|Yanka||Testimony of Mr. Robert Yanka|
|Yuen||Testimony of Dr. Homan B. Yuen|
Peter M. Brody, Esq.
Ryan C. Brunner, Esq.
Ropes & Gray LLP
2099 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
Tel: (202) 508-4612
Email: firstname.lastname@example.org email@example.com
Edward J. Kelly, Esq.
Samuel L. Brenner, Esq.
ROPES & GRAY LLP
800 Bolyston Street
Boston, MA 02199-3600
Tel: (617) 951-7120
Email: firstname.lastname@example.org email@example.com
Courtney M. Cox, Esq.
ROPES & GRAY LLP
1211 Avenue of the Americas
New York, NY 10036
Tel: (212) 596-9208
Fax: (212) 596-9090
Shong Yin, Esq.
ROPES & GRAY LLP
1900 University Avenue, 6th Floor
East Palo Alto, CA 94303
Tel: (650) 617-4000
James Pooley, Esq.
JAMES POOLEY PLC
325 Sharon Park Drive, No. 208
Menlo Park, CA 94025-1015
Tel: (650) 285-8520
Email: j firstname.lastname@example.org
Ian Feinberg, Esq.
FEINBERG DAY ALBERTI LIM TONKOVICH & BELLOLI 1600 El Camino Real, Suite 280
Menlo Park, CA 94025
Fax: (650) 618-4368
Robert P. Taylor, Esq.
RPT LEGAL STRATEGIES PC
2443 Fillmore Street, Suite 332
San Francisco, CA 94115
Tel: (415) 447-3975
Fax: (415) 400-4148
Robert B. Davidson, Esq. FCIArb
620 Eighth Avenue, 34th Floor
New York, NY 10018
Tel: (212) 607-2752
Joseph E. Neuhaus FCIArb
SULLIVAN & CROMWELL LLP
125 Broad Street
New York, NY 10004-2498
Tel: (212) 558-4240
Fax: (212) 558-3588
John J. Kerr, Jr.
SIMPSON THACHER & BARTLETT LLP
425 Lexington Avenue
New York, NY 10017-3954
Tel: (212) 455-3805
Fax: (212) 455-2502
Email: j email@example.com
"8.11 Arbitration. All disputes and differences between IQE and Solar Junction arising out of or under this Agreement shall be settled amicably through negotiations. In case such dispute or difference cannot be settled amicably through negotiations, either party may send to the other an arbitration demand notice, in which case the dispute shall be finally settled by arbitration in New York, NY, under the LCIA Rules then in effect. Either party may request accelerated rules, in which case the parties will cooperate in good faith to adopt procedural rules recommended by LCIA for such accelerated proceedings. The language of the arbitration shall be in English. The number of arbitrators shall be one, unless the dispute involves an amount in excess of One Million Dollars, in which case three arbitrators shall hear the dispute. If a single arbitrator is to be selected, the LCIA shall provide the parties with a list of five recommended arbitrators, and each party shall take turns deleting a person from that list until a single person is left, who shall hear the dispute. If three arbitrators are to be selected, the LCIA shall provide the parties with a list of seven recommended arbitrators, and each party shall take turns deleting a person from that list until three persons are left, who shall hear the dispute. The award rendered by arbitrator(s) shall be final and binding upon the parties hereto, and may be entered in and enforced in any applicable jurisdiction desired by any of the parties."
"8.12 Governing Law. This Agreement and matters connected with the performance hereof shall be construed, interpreted, applied and governed in all respects in accordance with the laws of the State of New York, without regard to conflict of law principles."
SJC Fact Witnesses
Dr. Homan Yuen
Dr. Ting Liu
Mr. Michael Sheldon
Dr. Philip Dowd
Mr. Hamid Torabi
IQE Fact Witnesses
Dr. Andrew Nelson
Dr. Rodney Pelzel
Mr. Robert Yanka
Dr. Kalyan Nunna Dr. Gordon Horsburgh [Dr. Amy Liu was excused from appearing by agreement of the parties and approval of the Tribunal]
SJC Expert Witnesses
Dr. Seth Banks
Dr. David Jackrel
Dr. Matthew Lynde
TOE Expert Witnesses
Dr. Eugene Fitzgerald
Dr. Robert Vigil
"WHEREAS, IQE is engaged, inter alia, in the design, development, manufacture and sale of various semiconductor device wafers, including foundry and manufacture of solar cell wafers; and
WHEREAS, Solar Junction is engaged in the design, development and sale of certain solar cells and related products; and
WHEREAS, Solar Junction wishes to be supplied with certain semiconductor wafers manufactured by IQE and IQE is willing to supply such wafers to Solar Junction."
Exhibit 2011, p. 1.
"1.2 ‘Confidential Information’ means all proprietary or nonpublic information disclosed by one party to another party in connection with this Agreement, whether in graphic, oral, written or electronic form, directly or indirectly, which information (a) is marked as ‘proprietary’ or ‘confidential’ or, if disclosed orally, is designated as confidential or proprietary at the time of disclosure, or (b) provided under circumstances reasonably indicating that it constitutes confidential and proprietary information. The terms and conditions of this Agreement shall constitute Confidential Information."
"2.1 Purchase and Sale. Solar Junction shall purchase from IQE, and IQE shall sell to Solar Junction, the Wafers pursuant to the terms and conditions of this Agreement from which Solar Junction may produce Products. The Wafers may be manufactured and sold by IQE or any of its Affiliates and the purchase may be by Solar Junction or any of its Affiliates. Wafers purchased by Solar Junction may be used and/or distributed for any purpose in Solar Junction’s sole discretion."
"2.2 Exclusivity. During the term of this Agreement, IQE shall be the exclusive provider of Wafers for Products distributed or sold by Solar Junction or Affiliates controlled by Solar Junction, or other persons who distribute or sell the Products pursuant to authority granted to them by Solar Junction or its Affiliates, subject to the conditions and limitations set forth in this Agreement. This exclusivity covenant is worldwide, and shall further apply to all external parties to whom Solar Junction may license the right to design or manufacture the Products that utilize the Wafers. Solar Junction and IQE mutually agree that the exclusivity covenant in this Agreement is reasonable and fair and adequate consideration exists to support such covenant, including that IQE will devote significant resources by way of capital investment in equipment, investment of engineering, design and management expertise to develop foundry processes and techniques to produce the Wafers, and associated diversion of resources from other opportunities."
"5.1 Confidentiality. Each party agrees, and agrees to cause its officers, directors, employees, attorneys, accountants, auditors and agents (collectively, "Representatives"), to maintain in confidence the Confidential Information it has received from another party, using the same degree of care to preserve the confidentiality of such Confidential Information that the party to whom such Confidential Information is disclosed would use to preserve the confidentiality of its own information of a similar nature and in no event less than a reasonable degree of care or a degree of care established by this Agreement. Except as authorized in writing by the affected party, none of the other parties shall at any time use or disclose or permit to be used or disclosed any Confidential Information of such party to any person, firm, corporation or entity, (a) except as may reasonably be required in connection with the performance of this Agreement by the parties or their Affiliates, and (b) except to the parties’ Representatives or Affiliates who are informed by the parties of the confidential nature of the information and are bound to maintain its confidentiality. The obligation not to use or disclose information under Section 5.1 hereof shall not apply to information that, (a) is acknowledged in writing (such acknowledgment not to be unreasonably withheld or delayed) by the affected party, or can otherwise be shown by the party desiring to treat such information as non-confidential, that it is generally available to the public other than as a result of disclosure made by the party desiring to treat such information as non-confidential, (b) is confirmed in writing by the affected party that the party desiring to treat such information as non-confidential may do so, or (c) is required to be disclosed pursuant to a governmental order or decree or other legal requirement, provided that the party required to disclose such information shall give the other parties prompt notice thereof prior to such disclosure and, at the request of the other parties, shall cooperate in all reasonable respects in maintaining the confidentiality of such information, including obtaining a protective order or other similar order. Nothing in this Section 5.1 shall limit in any respect any party’s ability to disclose information in connection with enforcement by such party of its rights under this Agreement; provided that the proviso of clause (c) in the immediately preceding sentence shall apply to the party desiring to disclose such information. The obligations of the parties set forth in this Section 5.1 with respect to the protection of Confidential Information shall remain in effect until the later of (a) five (5) years after the date of disclosure and (b) two (2) years after the termination of this Agreement."
"5.2 Dilute Nitride Trade Secrets. Solar Junction possess certain trade secrets regarding certain processes and compositions related to dilute nitride materials to which IQE will be given access in connection with the performance of services under this Agreement. The parties agree and acknowledge that improper disclosure of Solar Junction’s dilute nitride trade secrets could cause irreparable harm to Solar Junction. Accordingly, IQE shall at all times maintain stringent confidentiality procedures in respect of such trade secrets, including that all IQE Representatives exposed to Solar Junction’s trade secrets in respect of dilute nitride processing shall enter into separate non-disclosure agreements in a form reasonably satisfactory to Solar Junction and which name Solar Junction as a third party beneficiary of such confidentiality covenants. IQE further covenants on behalf of itself and its Affiliates that it shall not utilize Solar Junction’s dilute nitride trade secrets or any associated patents in any products designed, manufactured or sold by IQE other than the Wafers sold to Solar Junction and its permitted external licensees hereunder, nor will IQE offer foundry services that enable other persons unaffiliated with IQE to grow dilute nitrides using Solar Junction’s trade secrets or patents. Moreover, in order to avoid any disputes regarding the foregoing, IQE agrees that it shall not use Solar Junction’s Dilute Nitride Technology to grow dilute nitrides by MBE for use in solar cell applications. Solar Junction’s Dilute Nitride Technology is defined for this purpose as the use of any epitaxial layer in a solar cell that contains nitrogen and any one or more of gallium, indium and/or arsenic, wherein the mole fraction of nitrogen is greater than 0% and less than 15%. A confidential schedule of Solar Junction trade secrets will be provided by Solar Junction to IQE Representatives involved in the epitaxial manufacture of solar cells pursuant to this Agreement and who have executed the separate NDA as provided above. IQE shall maintain control in locked condition and an inventory of all written copies of such list and all writings that disclose any details of Solar Junction’s trade secrets, and upon the request of Solar Junction after termination or expiration of this Agreement will either return or destroy (including certification by IQE of such destruction) all copies of such lists and writings. For the avoidance of doubt, Solar Junction acknowledges the IQE has preexisting expertise in growing dilute nitrides by MBE for applications other than solar cells and nothing in this Agreement is intended to preclude IQE from using that expertise to manufacture dilute nitride structures for non-solar applications. A confidential schedule of IQE trade secrets will be provided by IQE to Solar Junction Representatives who have executed the separate NDA as provided above. Solar Junction shall maintain control in locked condition and an inventory of all written copies of such list and all writings that disclose any details of IQE’s trade secrets, and upon the request of IQE after termination or expiration of this Agreement will either return or destroy (including certification by Solar Junction of such destruction) all copies of such lists and writings."
"5.3 License Grant. Subject to the terms and conditions of this Agreement, Solar Junction grants IQE a non-exclusive, non-transferable, royalty-free right and license to all Intellectual Property (whether arising from patents, copyrights, trade secrets or otherwise) of Solar Junction or its Affiliates necessary or useful in order to manufacture Wafers on behalf of Solar Junction, the scope of such license limited to permit the manufacture and sale such Wafers to Solar Junction or its designees. Subject to the terms and conditions of this Agreement, Solar Junction also grants IQE a non-exclusive, non-transferable, royalty-free right and license to reproduce any documentation provided by Solar Junction hereunder to enable IQE to manufacture the Wafers on behalf of Solar Junction. All such documentation will only be provided to those who need to know and IQE shall maintain control and inventory of all copies of such information including limiting access to all paper and electronic copies only to necessary personnel. IQE shall have the right to grant sublicenses to its Affiliates to the extent necessary to perform its obligations hereunder, subject in each case to the written agreement of the Affiliate to be bound by the obligations and limitations of this Agreement restricting use and disclosure of Solar Junction Intellectual Property. Solar Junction shall be a third party beneficiary to that Agreement. Solar Junction confirms that as of the date hereof, Solar Junction has not granted any licenses of the Intellectual Property that permits any other person to manufacture Wafers for the Products to any other person."
"5.4 Solar Junction Ownership. Solar Junction will own all right, title and interest in and to: (i) the designs and other ownership rights of Solar Junction embedded in the Products as of the date hereof, and any other documentation that Solar Junction provides IQE pursuant to this Agreement, and (ii) any Intellectual Property developed by its employees or contractors after the date hereof without involvement or assistance of IQE or its employees or contractors."
"5.6.1 Epitaxial wafer process technology that is jointly developed during the term of this Agreement by the employees or contractors of both Solar Junction and IQE shall be owned jointly and each party shall hold and maintain full rights to use such Intellectual Property, but without right to assign or license to any person unaffiliated with such owner other than with prior written consent of the other owner, except for acquisition of Solar Junction or IQE. In the case that one of the parties is acquired, ownership of the acquired party’s Intellectual Property may pass to the acquirer without written consent of the other owner. The foregoing restriction on assignment and licensing of such jointly developed Intellectual Property shall continue after termination of this Agreement unless such termination of this Agreement is due to an event or circumstance described in Section 4.2.2. or 4.2.3, in which case only the insolvent or breaching party shall continue to be bound by such restrictions."
"5.6.2 For all other new technology or Intellectual Property rights not described in Section 5.6.1 intended to be jointly developed by the employees or contractors of both Solar Junction and IQE, the parties will enter into a separate written development agreement to address the terms and conditions of such development work, and the resulting ownership and licenses applicable to any Intellectual Property rights created as a result."
"Breaking a World Record is a major achievement, but improving on our most recent record using high-volume production equipment produced in conjunction with our manufacturing partner IQE, and Solar Junction’s fabrication line in Sunnyvale, CA, is dramatically more significant. The result is a testament to our close partnership with IQE."
"Epitaxial wafer process technology that is jointly developed during the term of this Agreement by the employees or contractors of both Solar Junction and IQE shall be owned jointly and each party shall hold and maintain full rights to use such Intellectual Property, but without right to assign or license to any person unaffiliated with such owner other than with prior written consent of the other owner, except for acquisition of Solar Junction or IQE."
Article 2.2, which provides IQE with the exclusive right to be SJC’s source of Wafers for Products, recites that "IQE will devote significant resources by way of capital investment in equipment, investment of engineering, design and management expertise to develop foundry processes and techniques to produce the Wafers" (emphasis added).
Article 2.3 provides, "The parties will use best efforts promptly to develop and finalize Specifications for the Wafers consistent with Solar Junction’s Product specifications and requirements." (Emphasis added). ("Specifications" is defined in Article 1.7 to refer to the manufacturing process that IQE was hired to work on).
"Solar Junction will own all right, title and interest in and to: (i) the designs and other ownership rights of Solar Junction embedded in the Products as of the date hereof, and any other documentation that Solar Junction provides IQE pursuant to this Agreement, and (ii) any Intellectual Property developed by its employees or contractors after the date hereof without involvement or assistance of IQE or its employees or contractors."
The term "Products" is defined in Article 1.5 to refer to the particular solar cell devices, that is, the physical result of the manufacturing process. The technology that is jointly developed would not affect "the designs and other ownership rights embedded in the Products," as the technology was what was to be used to produce the Products; that technology is not "embedded" in the Products any more than the assembly line was embedded in the Model T Ford. Likewise, SJC’s ownership of the documentation that it provided to IQE need not diminish IQE’s joint ownership of the technology that was thereafter developed.
"IQE further covenants on behalf of itself and its Affiliates that it shall not utilize Solar Junction’s dilute nitride trade secrets or any associated patents in any products designed, manufactured or sold by IQE other than the Wafers sold to Solar Junction and its permitted external licensees hereunder, nor will IQE offer foundry services that enable other persons unaffiliated with IQE to grow dilute nitrides using Solar Junction’s trade secrets or patents."
Dr. Nelson offered two reasons why this clause is not inconsistent with IQE’s use of the GEN2000 process as the starting point for the development of the 339 Patent. He noted that IQE had not used that process in any other "products." (Tr. 1329-30 ("that’s referring I think specifically to other products.... So it was designed for not using Solar Junction’s IP in other product manufacturing."). Accord IQE PostHB, p. 14). He also said that the 339 Patent work was in any case "covered by the jointly developed technology." (Tr. 1339-40).
"My Ph.D. students over all those years have actually used all those techniques to determine structures of semiconductors.... It’s a scaled industry because the semiconductor industry is huge and so a lot of resources have went into looking at other peoples’ products. So understanding compositions of thin films and lattice structures and all this sort of thing is very well known."
(Tr. 2037-38). Dr. Fitzgerald testified that SIMS analyses, which would allow one to determine the composition [RDACTED] referred to in the 339 Patent, "are done by companies just basically in a few days. You pay a thousand dollars and you can get the profile." (Tr. 2040). IQE’s Dr. Pelzel also testified that SJC and IQE routinely used these techniques during the development process, including "sending] things out for SIMS." He characterized them as "garden variety tests." (Tr. 1545-46).
1. IQE’s development of the photodetector described in the 339 Patent used jointly developed "epitaxial wafer process technology" as that term is described in WSA Article 5.6.1, which it jointly owned with SJC and which IQE had full rights to use.
2. IQE did not misappropriate SJC’s trade secrets in developing the photodetector described in the 339 Patent and did not disclose SJC’s trade secrets in the 396 Application or the 339 Patent. SJC’s claims based on the DTSA and New York law are denied.
3. IQE did not breach the WSA confidentiality restrictions applicable to SJC’s materials in the disclosures in the 396 Application or the 339 Patent. SJC’s claim of breach of contract under New York law is denied.
4. Because of our conclusions on the issues of liability, we do not need to address the parties’ submissions on remedies.
The Tribunal has taken note of, and considered, all submissions and evidence put before it. It has referred in this Final Award to those parts of the submissions and evidence it has considered necessary for the explanation of its reasoning; however, all submissions and evidence were taken account of, whether expressly referred to or not, in the formulation and articulation of the reasons and conclusions in this Final Award.
|The arbitration proceedings: Legal Fees Expert Costs Other Costs (Total)||$5,400,457.00 478,690.29 234,829.65 $6,113,976.94|
|Challenge to Arbitrator Neuhaus: Legal Fees||$89,861.40|
|Proceedings in the SDNY: Legal fees||$837,183.00|
|Grand Total $7,060,969.85|
(IQE Corrected Legal Costs Submission dated 11/25/19).
|The arbitration proceedings: Attorney’s Fees Expert Costs Other Costs (Total)||$2,463,127.19 $627,686.29 $232,168.64 $3,322,982.12|
|Challenge to Arbitrator Neuhaus: Legal Fees (Total)||$71,523.16 $71,523.16|
|Proceedings in the SDNY: Legal Fees Other Costs (Total)||$157,413.45 3,720.36 $161,133.81|
(SJC Corrected Cost Submission dated December 9, 2019).
"28.1 The costs of the arbitration other than the legal or other expenses incurred by the parties themselves (the "Arbitration Costs") shall be determined by the LCIA Court....
28.2 The Arbitral Tribunal shall specify by an award the amount of the Arbitration Costs determined by the LCIA Court. The Arbitral Tribunal shall decide the proportions in which the parties shall bear such Arbitration Costs....
28.3 The Arbitral Tribunal shall also have the power to decide by an award that all or part of the legal or other expenses incurred by a party (the "Legal Costs") be paid by another party. The Arbitral Tribunal shall decide the amount of such Legal Costs on such reasonable basis as it thinks appropriate....
28.4 The Arbitral Tribunal shall make its decisions on both Arbitration Costs and Legal Costs on the general principle that costs should reflect the parties’ relative success and failure in the award or arbitration or under different issues, except where it appears to the Arbitral Tribunal that in the circumstances the application of such a general principle would be inappropriate under the Arbitration Agreement or otherwise. The Arbitral Tribunal may also take into account the parties’ conduct in the arbitration, including any co-operation in facilitating the proceedings as to time and cost and any non-co-operation resulting in undue delay and unnecessary expense. Any decision on costs by the Arbitral Tribunal shall be made with reasons in the award containing such decision."
|LCIA’s administrative charges:||£36,622.75|
|Tribunal’s fees and expenses:||£367,476.24|
|Total costs of the arbitration:||£420,607.52|
These fees and expenses are subject to the appropriate VAT of £4,012.28
Towards these costs, the Claimant has paid £229,914.58, which includes the Registration fee, deposits lodged, interest accrued, and the Respondent has paid £227,883.12 which includes deposits lodged and interest accrued. In accordance with Article 28.7 of the Rules, the balance of funds will be returned to the Parties in the proportions they were paid.
1. The Arbitral Tribunal has jurisdiction to hear and decide the claims in this case.
2. Claimant IQE’s request for a determination that it did not misappropriate SJC’s trade secrets and did not breach the WSA is granted.
3. Respondent SJC’s claims of misappropriation of trade secrets under the Defend Trade Secrets Act, 18 U.S.C. §§1836 et seq. and under New York law are denied.
4. Respondent SJC’s claim of breach of the WSA is denied.
5. In respect of costs, SJC is ordered to pay IQE $4,089,861.40 in respect of Legal Costs and £213,252.64 in respect of Arbitration Costs.