IN THE MATTER OF AN ARBITRATION UNDER THE ARBITRATION RULES OF THE

SINGAPORE INTERNATIONAL ARBITRATION CENTRE

(6th Edition, 1 August 2016)

BETWEEN

CHIMERA INSURANCE LIMITED

3555 Farnam Avenue, Clohama City, Clohama
Claimant

AND

ROBUST PHARMA PRIVATE LIMITED

1600 Pennsylvania Street, Repatria City, Repatria
Respondent

Arbitral Tribunal

Justice (Retd.) Malati Mittal (Presiding Arbitrator)

Mr Anthony Davies QC (Co-Arbitrator)
Professor Jean-François Martinez (Co-Arbitrator)

Seat of Arbitration: Sitoria City, Sitoria

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 STATEMENT OF UNDISPUTED FACTS

1. Clohama, Repatria and Sitoria are members of the British Commonwealth. They attained
independence in the early 1900s. The legal systems of all three countries follow the tradition
of the English common law. In the absence of specific statutes, the courts in these jurisdictions
regard the decisions of the courts of England and Wales, Singapore, Australia, Canada, New
Zealand and India as persuasive but not binding. Clohama, Repatria and Sitoria have not
enacted any statutes that are relevant to these proceedings save for those expressly referred to
in this statement.
2. Sitoria enacted the Arbitration & Conciliation Act in 2017, the text of which is materially
identical to the Indian Arbitration & Conciliation Act 1996 (as amended until 1 April 2017).
Clohama and Repatria both enacted arbitration statutes in 2016, each of which is identical to
the English Arbitration Act 1996. In 2000, Clohama enacted the Contracts (Rights of Third
Parties) Act, the text of which is materially identical to the English Contracts (Rights of Third
Parties) Act 1999.
3. Chimera Insurance Ltd (“Chimera”) and Robust Pharma Private Ltd (“Robust”) are
incorporated in Clohama and Repatria respectively. They both regularly carry on business
internationally, including in Clohama, Repatria and Sitoria.
4. Chimera is an insurance company. It has a reputation for providing innovative insurance
policies to meet the requirements of novel businesses.
5. Robust is one of the world’s leading manufacturers of pharmaceutical products. It is
particularly renowned for its efficient yearly manufacture of influenza vaccines. Historically,
Robust’s business model has been focussed on manufacture and trade, rather than the
development, of pharmaceuticals. For instance, Robust supplies vaccines for various strains
of influenza by licensing appropriate proprietary technologies from their owners. As a result,
Robust has always maintained a relatively small R&D Division.
6. The CEO of Robust, Mr Amrit Hansa, was a member of its Board of Directors. The Board
also included a number of independent directors. In addition, the Heads of the Finance,
Marketing and Legal Divisions of Robust were generally appointed to the Board. In view of
its business model, the Head of R&D had never been appointed to the Robust Board.
7. In 2017, during an early-morning yoga session, Mr Hansa had a brainwave: pharmaceutical
development through Artificial Intelligence (“AI”). When he presented the idea to the Board
of Robust, it was met with enthusiastic approval.1 From mid-2017, Robust started making
significant investments into researching the potential for deploying AI and machine learning
in the development of pharmaceutical products. As a result, Robust’s small R&D Division
was expanded to include data scientists and machine learning/AI experts who worked in
tandem with biologists.
8. The change in approach proved to be promising right from the start. For instance, the AI
experts in the R&D Division were able to develop an algorithm to predict changes in the
protein structure of the influenza virus. The Head of R&D at Robust, Ms Lara Gilbert, was

1
Indeed, one of the independent directors exclaimed that Mr Hansa was a “versatile genius”.

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 very optimistic about the commercialisation of products based on the new technology. In
December 2018, Ms Gilbert presented a “Vision Plan” to the Robust Board. The plan
contemplated at least ten months of further intense research and development work involving
biologists as well as data scientists and machine learning experts. The Vision Plan concluded
with the following statement:
“While it could not be promised that the AI-based technologies would deliver
immediate commercial results in the pharmaceutical industry, there was a good chance
that they would do so. In any case, the AI research can be expected to generate wider
value.”
9. In January 2019, Mr Hansa resigned due to personal reasons and Mr Gaurav Bhatia took over
as the new CEO of Robust. Although Mr Bhatia was supportive of the ambitious new
programme, he was concerned about its growing costs. Therefore, he commissioned a detailed
feasibility study. The study, which was conducted jointly by the Marketing, R&D and Finance
Divisions of Robust, was placed before the Board in March 2019. It concluded that the new
line of business, if successful, “had the potential to return a profit of more than US$1 billion”.
10. Mr Bhatia was reassured by the feasibility study. With the support of the Board, he committed
to making an increased investment in R&D, particularly in the use of AI. To reflect the
growing importance of this line of business, Ms Gilbert was appointed to the Robust Board
for the first time in March 2019.
11. However, not all shareholders of Robust were happy with its change of course. In early April
2019, some of them raised questions about why Robust was suddenly spending more money
on its R&D Division. They were concerned that Robust was moving away from its traditional
strengths of manufacture and sale into the uncharted territories of research and development.
12. Mr Bhatia had to address the fears of the shareholders. However, he was also conscious that,
while it would be profitable to put the AI-technology to use in the pharmaceutical market, the
research output of the AI team was pathbreaking in itself and had the potential to be of wider
use. In an internal note to the Board dated 15 May 2019, Mr Bhatia observed that it may be
sensible to hive-off the R&D Division into a separate subsidiary. This would enable the R&D
personnel to focus on new technologies, leaving Robust to concentrate on its core business of
manufacture and sale.
13. Although the new subsidiary was his idea, Mr Bhatia remained cautious. In particular, he was
concerned that if there were to be unforeseen business disruptions due to, say, problems with
the servers, data-corruption or cybersecurity risks, the subsidiary might suffer a severe
setback. Therefore, he thought it best to obtain appropriate insurance protection.
14. Mr Bhatia and the President of Chimera, Mr Donald Ivanov, were batchmates at business
school. In July 2019, Mr Bhatia told Mr Ivanov about his search for a novel insurance solution.
In a follow-up email to Mr Ivanov, which attached the feasibility study, Mr Bhatia wrote:
“Dear Dolan,
It was nice chatting with you after so many years.
I have already given you the details of Robust’s plans of shifting gears and getting
more into research either directly or through a special-purpose wholly-owned
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 subsidiary; at the same time, I am concerned about various risks: we are not really a
tech company and we want to make sure that there is no business disruption caused by
things like data-loss, servers crashing, or indeed, virus attacks! My key concern is the
cashflow crunch caused by business disruption.
I look forward to hearing from you and discussing this further.”
15. Mr Ivanov saw this as an opportunity to enhance Chimera’s reputation for providing
innovative insurance products further. He responded to Mr Bhatia’s email inviting Robust to
put together a “wish-list” setting out the insurance coverage that Robust had in mind. He
promised that he would respond with detailed terms and conditions so as to close the
transaction expeditiously. Mr Ivanov’s email included the following passage:
“If things go well, Robust may make several hundreds of millions of dollars in profits:
indeed, your prelim feasibility study which is well done suggests more than USD 1
billion, but this is very uncertain: the technology may turn out to be such that nothing
came of it ultimately in the medical fields even in the absence of any disruption and
you cannot monetise it at all.
Perhaps we could consider a via-media? For example, not leaving the quantification
to depend on when and at what stage the business was disrupted, but the (reasonably)
immediate payment of a fixed sum depending on the time period of the disruption: after
all, after the disruption, you can certainly pick up from where you left off!”
16. Mr Bhatia responded, “we have every intention to successfully develop this although I cannot
guarantee any timelines. But I am agreeable to the solution you have proposed although we
will need the entire amount to be paid upfront while you assess the merits of the claim etc.
I’m sure our teams can work out the actual figures...”.
17. Chimera’s legal secretary put together an initial draft of the insurance contract, which was
discussed and agreed by Robust and Chimera. On 15 August 2019, Mr Bhatia and Mr Ivanov
signed the contract (the “Insurance Contract”) on behalf of Robust and Chimera. The only
terms of the Insurance Contract that are relevant to these proceedings are provided in Annex
A.2
18. At the end of August, Mr Bhatia informed Mr Ivanov that Robust was seeking to incorporate
a wholly-owned subsidiary, Robust AI Technologies Private Ltd (“Robust AI”). Robust AI
was incorporated on 2 September 2019, and the R&D Division of Robust (including all of its
plant, machinery and intangible assets) was transferred through a slump sale to the subsidiary
later that month. Ms Gilbert was designated as the CEO of Robust AI. From 2 September
2019, she was employed by Robust AI rather than Robust. By 1 October 2019, all the 230
employees of the R&D Division had ceased employment with Robust and become employees
of Robust AI instead. However, the Insurance Contract was not expressly assigned to Robust
AI.

2
Pursuant to section 3(a)(iv) of the Clohama Insurance Act 1938, the interest of a holding company in the business
of its wholly-owned subsidiary is an insurable interest under the law of Clohama. No other provision of the 1938
Act is relevant to these proceedings.

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19. On 2 September 2019, Ms Gilbert wrote to Mr Bhatia to thank him for his support for the AI
project. Her email pointed out that if Robust AI was not successful, it might be possible to
sell off the stake in the subsidiary to a willing purchaser without adversely affecting the rest
of the company. She explained that this was one of the main factors she had considered when
she drafted the Vision Plan and that this was what she meant when she said that AI research
“could generate wider value”. Mr Bhatia replied,
“Wish you all the best and we will of course continue our work as before. This change
of companies should not make you feel an outsider here!
I have read and thought over your vision doc many times; if we can make it work
internally then that would be ideal! But if not; you are of course right.
All the best.”3
20. Towards the end of September 2019, Robust notified Chimera that the AI project would be
transferred to Robust AI. Robust paid the full premium under the Insurance Contract on 28
September.
21. By December 2019, Robust AI was making progress. For example, it had made some
advances in relation to machine-learning. However, a marketable pharma product was
nowhere in sight. Mr Bhatia was beginning to get impatient. While going through his old
emails, he chanced upon Ms Gilbert’s email of 2 September 2019 again. This prompted him
to think about what to do if there was no immediate visibility of when, or how, Robust AI’s
progress could be applied to the pharma domain.
22. At a party on 31 December 2019, Mr Bhatia happened to meet Ms Minakshi Soma, the
Chairperson of Alphabeta Inc (“Alphabeta”), a multinational technology company
specialising in online advertising, search engines and cloud computing. Over dinner and
drinks, Ms Soma told Mr Bhatia, “we would love to find a ready-made setup of AI geeks and
take their work product and researchers on board”.
23. On 3 January 2020, Mr Bhatia wrote to Ms Soma asking if Alphabeta would be interested in
purchasing Robust’s stake in Robust AI. Ms Soma replied immediately, “yes, we would be
interested in principle”.
24. On 10 January 2020, Robust and Alphabeta signed a document entitled “Non-binding letter
of in-principle agreement” by which they agreed to cooperate to reach agreement for the
transfer of Robust’s shareholding in Robust AI to Alphabeta for a price to be discussed.
Beyond this description,4 the “Non-binding letter of in-principle agreement” is confidential
and not on record in these proceedings.
25. In January 2020, Alphabeta commenced due diligence on Robust AI. On 10 March 2020,
Alphabeta made a formal offer, subject to contract, to Robust to purchase its entire
shareholding in Robust AI for a consideration of US$250 million.

3
The email correspondence between Mr Bhatia and Ms Gilbert was not shared with Chimera contemporaneously.
Chimera became aware of these emails during document production for the purposes of these proceedings.
4
Which has been prepared by a confidentiality expert appointed by the Tribunal.

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26. In the meantime, the Covid-19 pandemic had taken hold all over the world. Clohama and
Repatria were also severely affected. On 15 March 2020, the Government of Repatria issued
an executive order imposing a “total and absolute lockdown” for four weeks. All operations
at Robust and Robust AI ceased as a result.
27. On 16 March 2020, Mr Bhatia informed Ms Soma that “your offer is under consideration and
our Board is meeting to discuss it – the offer has my strong support and my recommendation
to the Board is that we accept – but due to the lockdown there may be a little delay.”
28. On 12 April 2020, the lockdown in Repatria was extended for another 4 weeks. This time, an
exception was made “for pharmaceutical companies working on the manufacture of
vaccines.” Robust was given express permission to start its operations for the manufacture of
influenza vaccines. However, Robust AI was not permitted to commence its activities.
29. On 14 April 2020, in a virtual meeting, the Robust Board discussed the Alphabeta offer. The
minutes of the meeting record the following:
“Alphabeta’s offer is an excellent ‘exit’. The Board has authorised the CEO to accept
the offer and to communicate this acceptance to Alphabeta at such time as the CEO
considers fit and in the best interests of Robust”.
Mr Bhatia did not immediately communicate anything to Alphabeta (or to anyone outside
Robust and Robust AI).
30. The “total and absolute lockdown” in Repatria was lifted on 10 May 2020. Robust AI was
able to commence operations that day.
31. On 11 May 2020, Robust made a claim under the Insurance Contract on the basis that there
had been a disruption of business from 15 March 2020 till 9 May 2020. Robust claimed
US$24 million from Chimera (i.e. US$3 million for each week of disruption).
32. On 14 May 2020, the Government of Repatria announced a “Covid Relief Package”. The only
terms of the relief package that are relevant to these proceedings are the following:
“All business entities, other than the entities granted permission to remain open as a
result of the Executive Order dated 12 April 2020, are entitled to claim special
compensation at the rate of US$3 million for each week of lockdown, provided that the
entity satisfies the following conditions:
a. It must employ more than 200 employees; and
b. It must not have fired, terminated, retrenched or relieved from employment any
employee during the Lockdown Period from 15 March 2020 till 10 May 2020
(unless in the ordinary course of retirement).”
33. Chimera paid US$24 million to Robust on 15 May 2020. When the payment was made,
Chimera was unaware of the Repatrian Government’s announcement or of the fact that
Robust/Robust AI may be entitled to claim “special compensation”. Chimera’s payment was
accompanied by a letter from Chimera’s legal secretary, which stated that “[t]his payment is
made in terms of and subject to the policy as an Upfront Payment while we assess the merits

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 of your claim.” Robust immediately transferred the US$24 million to Robust AI to help with
its cashflow needs.5
34. As Robust AI satisfied the conditions under the Covid Relief Package, it received US$24
million as “special compensation” from the Government of Repatria on 25 May 2020. Robust
AI declared a special interim dividend the same day and distributed US$24 million to Robust,
its sole shareholder.
35. On 29 May 2020, a non-governmental organisation named the Terrific Law Project (the
“TLP”) started a legal action against the Government of Repatria. The TLP claimed that
“special compensation” should not have been given to Robust AI as it was only an arm of
Robust and Robust had been granted permission to remain open from 12 April 2020. The
TLP’s petition alleged that “this was a monumental waste of taxpayer money”. Despite the
valiant efforts of its counsel, Mr Jolly Mom QC, the High Court of Repatria dismissed the
TLP’s action in an expedited hearing on 30 May 2020 on the basis that the Court would not
interfere with matters of government policy.
36. On 31 May 2020, Robust made a public announcement that it had accepted Alphabeta’s offer
to purchase Robust’s shareholding of Robust AI for US$250 million. Robust and Alphabeta
entered into a binding Share Purchase Agreement on 31 May 2020.
37. On 1 June 2020, Chimera wrote to Robust stating that Chimera had assessed Robust’s claim
and concluded that no amount was due under the Insurance Contract. In these circumstances,
Chimera said, Robust would be unjustly enriched if it were to retain the Upfront Payment.
Robust responded on 8 June 2020 stating that it was entitled to the Total Payout Amount of
US$24 million under the policy. As this sum was due and payable under the Insurance
Contract, Robust said, “there is no question of any unjust enrichment”. Although Robust and
Chimera exchanged further correspondence on 15 June and 22 June 2020, they were unable
to resolve the dispute.
38. On 1 July 2020, Chimera invoked the present proceedings by filing a Notice of Arbitration
and Statement of Claim. Chimera nominated Mr Anthony Davies QC as its arbitrator.
39. In its Response to the Notice of Arbitration dated 15 July 2020, Robust maintained that it was
entitled to retain US$24 million under the Insurance Contract. Robust nominated Professor
Jean-François Martinez as its arbitrator.
40. The President of the SIAC Court of Arbitration appointed Mr Davies QC and Professor
Martinez as arbitrators in the matter on 3 August 2020 pursuant to Rule 9.3 of the SIAC Rules.
41. On 1 September 2020, Mr Davies QC wrote to Professor Martinez, “I wish to nominate
Retired Justice Malati Mittal as the presiding arbitrator. As you may know, she is a retired
judge of the Supreme Court of Clohama. I hope to receive your comments/response, if any, in
a day or two.” In a few minutes, Professor Martinez responded, “Sounds good.”
42. On 2 September 2020, Mr Davies wrote to SIAC (with Professor Martinez in copy)
nominating Justice Mittal as the presiding arbitrator.

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It is common ground between Robust and Chimera that this transfer does not entitle Robust to invoke the
change of position defence in response to Chimera’s restitution claim.

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43. Subsequently, on 4 September 2020, Professor Martinez wrote to Mr Davies QC:
“Sorry to email you on a Friday evening.
I had not heard of Justice Mittal until your email the other day. I have now consulted
some of my colleagues. I don’t doubt that Justice Mittal is upright and honest, but there
is an impression that she has done too many arbitrations involving Clohaman banking
and insurance companies. I also hear that she is far too busy with her other
professional commitments to devote enough time to this complex arbitration.
I do not think it is right for Justice Mittal to be appointed as the president in this
particular arbitration. Do you have any other names in mind? How about Dr Avinash
Suresh?”
44. In a few minutes, Mr Davies QC responded:
“Thanks for your comments, Professor.
As you may have seen, I already informed the SIAC about Justice Mittal’s nomination
as I thought you were okay with this. I understand that the SIAC has also confirmed
her appointment as the President this morning.
Anyhow, the clause is clear that the arbitrator appointed by Chimera is to nominate
the presiding arbitrator - so I don’t suppose there is any issue...”
45. On 5 October 2020, Robust challenged the appointment of Justice Mittal under Rule 14 of
the SIAC Rules on the ground that Justice Mittal was the presiding arbitrator in at least five
other arbitrations involving Clohaman insurance and banking industries. Following the
procedure set out in Rule 14 and Rule 15 of the SIAC Rules, the SIAC Court rendered a
decision on 28 October 2020 rejecting the challenge. The SIAC Court concluded that there
was no reason to doubt Justice Mittal’s impartiality. The SIAC Court clarified that its decision
was limited to the grounds specified in Rule 14.1, and left it open to the parties to raise
challenges on any other grounds before the Tribunal.
46. After the constitution of the Tribunal, on 4 November 2020, Chimera submitted an application
to the Tribunal requesting that, pursuant to Rule 7.8 of the SIAC Rules, Robust AI be joined
as an additional respondent to the arbitration proceedings. Chimera argued that Robust AI
was prima facie bound by the arbitration agreement as a beneficiary of the Insurance Contract
or on the basis of its implied consent to arbitrate. Chimera’s application stated that it would
seek to hold Robust AI jointly and severally liable with Robust, including in respect of
Robust’s potential liability to Chimera for interest and costs. On 10 November, Robust and
Robust AI wrote a joint letter to the Tribunal stating that they objected to Robust AI being
joined as an additional respondent.
47. On 4 January 2021, the Tribunal made a Procedural Order. The Procedural Order is provided
in Annex B.
48. A copy of some of the correspondence referred to in this statement is provided in Annexes
C1, C2, C3 and C4.

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ANNEXES

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 ANNEX A
THE INSURANCE CONTRACT

1 Definitions

“Premises” means the principal place of business where the business activities of the
Artificial Intelligence/R&D activities of Robust are carried out, whether directly by
Robust or through any wholly owned subsidiary company, provided that Chimera must
be notified of the name of the relevant subsidiary, if any, prior to the start of the
Indemnity Period failing which the policy will lapse.
“Business Disruption” shall mean the inability to carry on any business activities at
the Premises due to interruption of or interference with the business carried on at
the Premises.
“Indemnity Period” shall commence on 30 August 2019 and end on 15 August 2021
subject to payment of Premium of US$1.5 million by Robust to Chimera on or before
1 October 2019. Provided that if the business activity is being carried on through a
duly notified wholly owned subsidiary, the Indemnity Period shall expire if Robust
transfers or sells its interest in the subsidiary to any third party and claims pertaining
to periods after such transfer will not be covered.
“Total Payout Amount” shall be a liquidated sum quantified at US$3 million per week
of Business Disruption. The claim may be rejected if, after assessment, it is found that
there was no relevant Business Disruption. The claim may be proportionately reduced
if it is found that there was Business Disruption, but that it was for a lesser duration
than claimed.
“Upfront Payment” has the meaning assigned to it in clause 3.

2 Indemnity

Chimera shall indemnify Robust by means of payment of the Total Payout Amount in
respect of any Business Disruption during the Indemnity Period, following any: (a)
breach of informational/computer security resulting in a loss of data; (b) destruction
or physical damage to any servers or computers; (c) inability to access the
servers/computers due to any cybersecurity threats; and/or (d) inability to access the
Premises.

3 Upfront Payment

Chimera shall pay Robust the entirety of the Total Payout Amount as Upfront Payment
within one week of the claim being made on the basis of a prima facie assessment of
whether there was Business Disruption.

4 Dispute resolution

Any and all disputes arising out of or in connection with this Agreement, including
any question regarding its existence, validity, enforcement, or termination shall be
referred to and resolved by arbitration in Sitoria in accordance with the Rules of the
Singapore International Arbitration Centre, for the time being in force, which rules are
deemed to be incorporated by reference in this clause.
The arbitration tribunal shall consist of 3 arbitrators.

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 Robust shall appoint one arbitrator; Chimera shall appoint one arbitrator, who shall
appoint the Presiding arbitrator. The Presiding Arbitrator shall not be appointed
without consultation with the arbitrator nominated by Robust and the arbitrator
nominated by Chimera.

5 Governing law

This Agreement shall be governed by the laws of Clohama.

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 ANNEX B
PROCEDURAL ORDER

CHIMERA INSURANCE LIMITED

Claimant
and

ROBUST PHARMA PRIVATE LIMITED

Respondent

Tribunal:

Justice (Retd) Malati Mittal (Chair)

Mr Anthony Davies QC
Professor Jean-François Martinez

1. Any requests for clarification arising from the Statement of Undisputed Facts shall be made
no later than 11:59 pm IST on 26 February 2021 by emailing nlstiam@nls.ac.in.

2. Written submissions on behalf of the Claimant and the Respondent shall be filed by 11:59
pm IST on 10 April 2021 by email to nlstiam@nls.ac.in.

3. The oral hearings shall take place through video-link on 20 May 2021.

4. In the written submissions and at the hearing on 20 May 2021, the parties shall only address
the following issues:

(a) Is the Tribunal validly constituted?

(i) What law governs this issue?

(ii) Is the third paragraph of Clause 4 of the Insurance Contract valid?

(b) Should Robust AI be joined as a respondent in these proceedings?

(i) What law governs this issue?

(ii) Is Robust AI prima facie bound by the arbitration agreement?

(c) Is Robust entitled to indemnity of US$24 million from Chimera under the
Insurance Contract?

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 (i) Is Chimera entitled to avoid the Insurance Contract on account of
misrepresentation?

(ii) Had the Insurance Contract/Indemnity Period lapsed/expired (such that no

payment was due under the contract from Chimera to Robust) due to Robust’s
failure to notify the name of the subsidiary or due to the sale of the subsidiary?

(iii) Is Chimera entitled to recover the Upfront Payment on account of any implied
term in the Insurance Contract?

(d) Even if Robust is entitled to claim US$24 million from Chimera under the
Insurance Contract, is Chimera nevertheless entitled to restitution of US$24
million from Robust?

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 ANNEX C1
CORRESPONDENCE BETWEEN MR BHATIA AND MR IVANOV

From: Gaurav Bhatia <gaurav.bhatia@robust.rp>

Sent: 18 July 2019, 9:35:29 PM
To: Donald Ivanov <donald.ivanov@chimera.cl>
Subject: Re: Re: Insurance Solution – Business Disruption

Dear Donald,

Thank you for your prompt response and your thoughts on the proposal. We have every intention to
successfully develop this although I cannot guarantee any timelines. But I am agreeable to the solution
you have proposed. Although to address the issue of the cashflow disruption, we will need the entire
amount to be paid upfront while you assess the merits of the claim etc. I’m sure our teams can work
out the actual figures once we have a draft contract ready.

Let me know how we can move forward.

Regards,
Gaurav
_________________________________________

Gaurav Bhatia
Chief Executive Officer,
Robust Pharma Pvt Ltd.
1600, Pennsylvania Street,
Repatria City – 58021, Repatria.
Phone: +143 2376 343 420

From: Donald Ivanov <donald.ivanov@chimera.cl>

Sent: 18 July 2019, 8:46:19 PM
To: Gaurav Bhatia <gaurav.bhatia@robust.rp>
Subject: Re: Insurance Solution – Business Disruption

Dear Gaurav,

Thank you for your email. We would be interested in principle in providing you an insurance solution
for your concern. Please put together a wish-list setting out the insurance coverage you have in mind.
I can then respond with the detailed terms and conditions, so we can close this transaction
expeditiously.

I should add: If things go well, Robust may make several hundreds of millions of dollars in profits:
indeed, your prelim feasibility study which is well done suggests more than USD 1 billion, but this is

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very uncertain: the technology may turn out to be such that nothing came of it ultimately in the
medical fields even in the absence of any disruption and you cannot monetise it at all.

Perhaps we could consider a via-media? For example, not leaving the quantification to depend on
when and at what stage the business was disrupted, but the (reasonably) immediate payment of a
fixed sum depending on the time period of the disruption: after all, after the disruption, you can
certainly pick up from where you left off!

I am eager to hear your thoughts on this!

Best,
Donald
_________________________________________

Donald Ivanov,
President, Chimera Insurance Ltd.
3555 Farnam Avenue,
Clohama City – 390023; Clohama
Phone: +10 7646 314 420

From: Gaurav Bhatia <gaurav.bhatia@robust.rp>

Sent: 18 July 2019, 5:26:29 PM
To: Donald Ivanov <donald.ivanov@chimera.cl>
Subject: Insurance Solution – Business Disruption

Dear Dolan,

It was nice chatting with you after so many years.

I have already given you the details of Robust’s plans of shifting gears and getting more into research
either directly or through a special-purpose wholly-owned subsidiary; at the same time, I am
concerned about various risks: we are not really a tech company and we want to make sure that there
is no business disruption caused by things like data-loss, servers crashing, or indeed, virus attacks!
My key concern is the cashflow crunch caused by business disruption.

I look forward to hearing from you and discussing this further.

Regards,
Gaurav
_________________________________________

Gaurav Bhatia
Chief Executive Officer,
Robust Pharma Pvt Ltd.
1600, Pennsylvania Street,

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Repatria City – 58021, Repatria.
Phone: +143 2376 343 420

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 ANNEX C2
CORRESPONDENCE BETWEEN MS GILBERT AND MR BHATIA

From: Gaurav Bhatia <gaurav.bhatia@robust.rp>

Sent: 2 September 2019, 01:32:19 PM
To: Lara Gilbert <lara.gilbert@robust.rp>
Subject: Re: Thank you

Hi Lara,

Thank you for your email and your kind words.

Wish you all the best and we will of course continue our work as before. This change of companies
should not make you feel an outsider here!

I have read and thought over your vision doc many times; if we can make it work internally then that
would be ideal! But if not; you are of course right.

All the best.

Regards,
Gaurav
_________________________________________

Gaurav Bhatia
Chief Executive Officer,
Robust Pharma Pvt Ltd.
1600, Pennsylvania Street,
Repatria City – 58021, Repatria.

Phone: +143 2376 343 420

From: Lara Gilbert <lara.gilbert@robust.rp>

Sent: 2 September 2019, 12:21:19 PM
To: Gaurav Bhatia <gaurav.bhatia@robust.rp>
Subject: Thank you

Dear Gaurav,

As of today, I have officially ceased to be an employee of Robust Ltd, and thanks to your immense
support and confidence, Robust AI has officially taken off. I’m thankful for your faith in my abilities
and for entrusting me with the important responsibility of being the CEO of Robust AI. As the CEO,
I am confident about my team’s abilities - I’m sure we will be able to achieve the goals that I had
outlined in the vision plan.

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However, in the off chance that we are unable to proceed as planned, it might be possible to sell
Robust’s stake to a willing purchaser without adversely affecting the rest of the company. This had
been one of the main factors I had considered when I drafted the Vision Plan and is one of the ways
in which the AI research could generate wider value.

Naturally, we will put in our best efforts towards the success of the company. Looking forward to
continuing to work with you in a new role!

All best,

Lara
______________________________________
Lara Gilbert
Chief Executive Officer,
Robust AI Pvt Ltd.
16, King’s Cross Avenue,
Repatria City – 58021, Repatria.
Phone: +143 2396 343 420

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 ANNEX C3
CORRESPONDENCE BETWEEN CHIMERA AND ROBUST

From: Carl Vercetti <carl.vercetti@robust.rp>

Sent: 22 June 2020, 10:15:18 AM
To: Elizabeth Alvarez <elizabeth.alvarez@chimera.cl>
Subject: Re: Re: Re: Insurance Claim of Robust Pharma Pvt Ltd

Dear Ms. Alvarez,

With respect, rehearsing these arguments in correspondence is pointless. For the avoidance of doubt,
we reject the allegations made in your email. All of Robust’s rights are fully reserved.
We reiterate that we were entitled to a full payment under the policy. At the relevant point of time,
when the claim was made, Robust AI was a subsidiary of Robust. The policy did not contemplate a
perpetual restriction on the transfer of Robust AI to any third party.
As for your statements on unjust enrichment, we fail to see how the payment could be ‘unjust’ when
it was due and payable under the contract.
Kind regards

_________________________________________

Carl Vercetti,
Legal Officer,
Robust Pharma Pvt Ltd.
1600, Pennsylvania Street,
Repatria City – 58021, Repatria.
Phone: +143 2376 343 422
_________________________________________

This email and any attachments are confidential and may also be privileged. If you are not the
intended recipient, please delete all copies and notify the sender immediately.

From: Elizabeth Alvarez <elizabeth.alvarez@chimera.cl>

Sent: 15 June 2020, 10:01:23 AM
To: Carl Vercetti <carl.vercetti@robust.rp>
Subject: Re: Re: Insurance Claim of Robust Pharma Pvt Ltd

Dear Mr. Vercetti,

Your suggestion that the payment is due and payable under the policy is misconceived.

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At the time the insurance contract was entered into, the plain expectation was that you would be using
the AI-business to develop your own pharmaceutical products. That was the expectation conveyed to
us. However, it now seems that right from that stage, you had already had in mind the plan of selling
off the AI division to a third party. This possibility was never communicated to us; and is a material
misrepresentation by you. We therefore repudiate the agreement. We would never have agreed to
provide business disruption insurance if we were aware that you might not want to develop the
business yourself but instead treat it as an asset for sale to a third party – the contemplation was an
existing, running business which you wanted to carry on in the future.

Furthermore, we have reason to believe that you have delayed the finalisation of your transaction
with Alphabeta Inc only to claim the payout under the policy. In substance, it appears that your
transaction with Alphabeta was decided during, or even prior to, the lockdown. Accordingly, you are
not entitled to benefit from the policy at all.

Further, as a technical matter, we note that, under the Contract, you were required to notify us of the
relevant subsidiary “before the Start of the Indemnity period”. You actually notified us only at the
end of September. For this reason also, you cannot get the benefit of the Policy which never came
into force because you never told us before the start of the indemnity period about the identity of the
relevant subsidiary.

In any event, your assertion that there is “no question of unjust enrichment” is patently incorrect.
There is no absolute bright-line legal principle that restitution of unjust enrichment is not available
simply because the payment is due under the contract due to a technicality. That is especially so in
exceptional cases such as this where you are trying to have your cake and eat it too!

Yours sincerely,
Elizabeth Alvarez
_________________________________________

Elizabeth Alvarez,
Legal Secretary, Chimera Insurance Ltd.
3555 Farnam Avenue,
Clohama City – 390023; Clohama
Phone: +10 7646 314 421
_________________________________________

Please note that this email is confidential and may contain privileged information. It should not be
disclosed to any third party. If you believe that you have received the email in error, please delete it
immediately.

From: Carl Vercetti <carl.vercetti@robust.rp>

Sent: 8 June 2020, 11:15:18 AM
To: Elizabeth Alvarez <elizabeth.alvarez@chimera.cl>
Subject: Re: Insurance Claim of Robust Pharma Pvt Ltd

Dear Ms. Alvarez,

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Thank you for your mail. The position you have adopted in relation to our claim is regrettable.

The Total Payout Amount of US$24 million was due and payable under the policy and as such we are
entitled to the same. There is no basis for suggesting that we have not been acting in good faith
(whatever you mean by that!).

The sum is due and payable under a valid contract – so, there is no question of any unjust enrichment
either.

We ask you to reconsider your stance.

Kind Regards
_________________________________________

Carl Vercetti,
Legal Officer,
Robust Pharma Pvt Ltd.
1600, Pennsylvania Street,
Repatria City – 58021, Repatria.
Phone: +143 2376 343 422
_________________________________________

This email and any attachments are confidential and may also be privileged. If you are not the
intended recipient, please delete all copies and notify the sender immediately.

From: Elizabeth Alvarez <elizabeth.alvarez@chimera.cl>

Sent: 1 June 2020, 10:31:23 AM
To: Carl Vercetti <carl.vercetti@robust.rp>
Subject: Insurance Claim of Robust Pharma Pvt Ltd

Dear Mr. Vercetti,

We write further to your insurance claim dated 11 May 2020.

We refer to the Insurance Contract and to our Upfront Payment of US$24 million on 15 May 2020.
We have now assessed your claim and have concluded that no amount is due and payable to you.

You have not suffered any loss due to any alleged disruption, given that your Government has already
reimbursed Robust AI to the extent of US$24 million (which is, coincidentally, the amount of the
indemnity you seek from us). In any event, we note that you have sold off Robust AI to Alphabeta
Inc. You are not entitled to maintain any claim for loss on account of the disruption of its business
activities as you no longer have any interest in Robust AI.

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We dare say that an objective observer might consider your conduct to be not in keeping with the
tenets of utmost good faith, but leaving that aside, we request you to kindly refund the amount of
US$24 million, which was only an Upfront Payment. In view of the subsequent events, we consider
that you will be unjustly enriched if you were to retain that amount.

Yours sincerely,
Elizabeth Alvarez
_________________________________________

Elizabeth Alvarez,
Legal Secretary, Chimera Insurance Ltd.
3555 Farnam Avenue,
Clohama City – 390023; Clohama
Phone: +10 7646 314 421
_________________________________________

Please note that this email is confidential and may contain privileged information. It should not be
disclosed to any third party. If you believe that you have received the email in error, please delete it
immediately.

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 ANNEX C4
CORRESPONDENCE BETWEEN MR DAVIES QC AND PROFESSOR MARTINEZ

From: Anthony Davies QC<anthony.davies@dmz.co>

Sent: 4 September 2020, 07:30:40 PM
To: Jean-François Martinez <jfmartinez@bantshire.edu>
Subject: Re: Re: Nomination – Presiding Arbitrator

Thanks for your comments, Professor.

As you may have seen, I already informed the SIAC about Justice Mittal’s nomination as I thought
you were okay with this. I understand that the SIAC has also confirmed her appointment as the
President this morning.
Anyhow, the clause is clear that the arbitrator appointed by Chimera is to nominate the presiding
arbitrator - so I don’t suppose there is any issue.

Tony

Anthony Davies QC
Barrister, DMZ Chambers,
420 Baker’s Street,
Clohama City – 390021; Clohama
Phone: +10 8629 124 317

From: Jean-François Martinez <jfmartinez@bantshire.edu >

Sent: 4 September 2020, 07:23:15 PM
To: Anthony Davies QC<anthony.davies@dmz.co>
Subject: Re: Nomination – Presiding Arbitrator

Dear Mr. Davies,

Sorry to email you on a Friday evening.

I had not heard of Justice Mittal until your email the other day. I have now consulted some of my
colleagues. I don’t doubt that Justice Mittal is upright and honest, but there is an impression that she
has done too many arbitrations involving Clohaman banking and insurance companies. I also hear
that she is far too busy with her other professional commitments to devote enough time to this
complex arbitration.

I do not think it is right for Justice Mittal to be appointed as the president in this particular arbitration.
Do you have any other names in mind? How about Dr Avinash Suresh?

Regards,
_________________________________________

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Jean-François Martinez,
Professor of Law,
School of Law, Bantshire University,
Senate House, Bloomsbury Strasse,
Repatria City – 58021, Repatria.
Phone: +143 9876 543 210

From: Jean-François Martinez <jfmartinez@bantshire.edu >

Sent: 1 September 2020, 04:17:15 PM
To: Anthony Davies<anthony.davies@dmz.co >
Subject: Re: Nomination – Presiding Arbitrator

Sounds good.
J

Sent from my iPhone

From: Anthony Davies QC <anthony.davies@dmz.co>

Sent: 1 September 2020, 04:15:40 PM
To: Jean-François Martinez <jfmartinez@bantshire.edu>
Subject: Nomination – Presiding Arbitrator

Dear Professor Martinez,

I hope this email finds you safe and well.

As you know, the appointment of the Presiding Arbitrator in the Robust matter is pending. I would
like to send the nomination to SIAC as soon as possible.

I wish to nominate Retired Justice Malati Mittal as the presiding arbitrator. As you may know, she is
a retired judge of the Supreme Court of Clohama. I hope to receive your comments/response, if any,
in a day or two.

Thank you for your time.

Best wishes,

Tony

Anthony Davies QC
Barrister, DMZ Chambers,
420 Baker’s Street,
Clohama City – 390021; Clohama
Phone: +10 8629 124 317

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