ALSA INTERNATIONAL MOOT COURT COMPETITION

CASE 2020
Ho Chi Minh City, Vietnam

17th – 22nd September 2020

Organized by:

Asian Law Students’ Association International

aimcc@alsainternational.org

Competition Partner:

Singapore International Arbitration Centre

 List of documents

1) Notice of Arbitration dated 10 February 2020

2) Exhibit C1 – Agreement between the Government of the Republic of Zinnia and the
Government of the Republic of Rafflesia dated 6 January 2000 (“BIT”)

3) Exhibit C2 – Share purchase deed dated 1 January 2018 (Relevant Excerpts)

4) Exhibit C3 – Response to the Notice of Dispute dated 15 January 2020

5) Response to the Notice of Arbitration dated 16 March 2020

6) Exhibit R1 – World Health Organization’s Report, 2016 (Relevant Excerpts)

7) Exhibit R2 – Government of Rafflesia’s Public Announcement, January 2017

(Relevant Excerpts)

8) Procedural Order No. 1 dated 20 April 2020

9) Parties’ Final List of issues dated 11 May 2020

 IN THE MATTER OF AN ARBITRATION UNDER THE INVESTMENT
ARBITRATION RULES OF THE SINGAPORE INTERNATIONAL
ARBITRATION CENTRE (1ST EDITION, 1 JANUARY 2017)

BETWEEN

MIND TEMPLE PTE LTD

(Claimant)

AND

THE REPUBLIC OF RAFFLESIA

(Respondent)

--------------------------------------------------------------------------------------------------------
NOTICE OF ARBITRATION
10 February 2020
--------------------------------------------------------------------------------------------------------

Submitted for and on behalf of the Claimant by:

Will Gardener, QC
Alicia Florrick

Lockhart/Gardener LLP
Exchange House
Primose Street, Westerland, Vale.

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 I. INTRODUCTION

1. Mind Temple Pte Limited, a company incorporated under the laws of

the Republic of Zinnia (the “Claimant” or “Mind Temple”), hereby
serves this Notice of Arbitration (the “Notice”) on the Republic of
Rafflesia (the “Respondent”, ”Rafflesia”, or the ”Government of
Rafflesia”) in accordance with Rule 3 of the Investment Arbitration
Rules of the Singapore International Arbitration Centre 2017 (1st
Edition, 1 January 2017) (the “SIAC Investment Rules”) and Article
9 of the Agreement between the Government of the Republic of Zinnia
and the Government of the Republic of Rafflesia for the Promotion
and Protection of Investments, which was signed and entered into
force on 6 January 2000 (the ”BIT”).1

2. This Notice concerns a dispute (the “Dispute”) between the Claimant

and Rafflesia, arising under the BIT. The Claimant seeks pecuniary
compensation arising out of breaches by Rafflesia, of the BIT, in
connection with the Claimant’s investment in Rafflesia.

Overview of the Dispute

3. The Claimant, through Onestar Holdings Limited (“Onestar”), a

company incorporated in Dahlia, acquired the entire shareholding of
Brain Cal Limited, a company incorporated in Rafflesia (“BCL”). The
Claimant strategically acquired and invested huge sums to become
the beneficial owner of a patent held by BCL.

4. In summary, the Dispute concerns actions of Rafflesia in unlawfully

taking away BCL’s patent rights by introducing targeted amendments
to its patent law and regime. Rafflesia initially granted a compulsory
license of BCL’s patent on unreasonable commercial terms, and later
revoked BCL’s patent. Through these actions, Rafflesia has
undermined the objectives of the BIT and breached the obligations
under Article 3 and Article 5 of the BIT.

5. The Claimant hereby demands, pursuant to Rule 3.1(a) of the SIAC

Investment Rules, that the Dispute that has arisen between the
Claimant and Rafflesia be referred to arbitration under Article 9 of the
BIT.

1Agreement between the Government of the Republic of Zinnia and the Government of the Republic of Rafflesia
for the Promotion and Protection of Investments, signed and entered into force on 6 January 2000 (Exhibit C-1).

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 6. Following this introduction, this Notice is made up of the following
sections:

(a) Section II describes the parties to the Dispute;

(b) Section III sets out the applicable jurisdictional requirements

under the SIAC Investment Arbitration Rules and the BIT,
which are satisfied by the Claimant;

(c) Section IV sets out a brief overview of the factual background to

the Dispute;

(d) Section V sets out Rafflesia's breaches of the BIT;

(e) Section VI explains the basis for the Claimant's current reference
to arbitration;

(f) Section VII addresses the constitution of the Tribunal;

(g) Section VIII proposes a seat of arbitration;

(h) Section IX sets out the Claimant’s disclosure with regards to its
external funding for these proceedings; and

(i) Section X addresses the relief sought by the Claimant.

II. THE PARTIES TO THE DISPUTE

7. The Claimant is a company incorporated under the laws of Zinnia and

has its registered office at 5th Floor, 6 St Andrew Street, Dorne, Zinnia.

8. The Claimant is represented in these proceedings by its legal counsel,

Will Gardener, QC and Alicia Florrick of Lockhart/Gardener LLP. All
correspondence in relation to this arbitration should be sent to:

Lockhart/Gardener LLP
Exchange House
Primose Street, Westerland, Vale.

9. The Respondent in these proceedings is the Government of Rafflesia.

To the best of the Claimant's knowledge, communications on this

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 matter with the Government of Rafflesia should be sent to the
following address:

Office of the Attorney-General,

South Block, Raisina Hill, Philton,
Rafflesia

The Department of Legal Affairs,

South Block, Raisina Hill, Philton,
Rafflesia

The Honourable Minister for Health

North Block, Central Secretariat, Newton,
Rafflesia

III. JURISDICTIONAL REQUIREMENTS UNDER THE SIAC

INVESTMENT ARBITRATION RULES AND THE BIT

Administration by SIAC

10. Pursuant to Article 9(2) of the BIT, the Parties have agreed to refer
their disputes to arbitration in accordance with the SIAC Investment
Rules. Accordingly, this arbitration shall be conducted pursuant to
and administered by the Singapore International Arbitration Centre
in accordance with the SIAC Investment Rules.

Qualifying Investor

11. The Claimant is an “investor” within Articles 1(a) and 1(c) of the BIT,
being a company incorporated under the laws of Zinnia. Articles 1(a)
and 1(c) provide that:

"(a) “companies" means:

(i) in respect of Zinnia: corporations, firms and
associations incorporated or constituted under the law
in force in any part of Zinnia;
[…]

(c) “investors" means any national or company of a Contracting

Party; […]”

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12. The Claimant was incorporated under the laws of Zinnia on 22 April
2003, as a private limited company. The Claimant thus qualifies as an
"investor" within the meaning of Article 1(c) of the BIT.

Qualifying Investments

13. The Claimant has made qualifying investments in the territory of

Rafflesia for the purposes of Articles 1(b) and 2 of the BIT.

14. Article 1(b) of the BIT provides a broad definition of what constitutes
an investment protected under the BIT:

"“investment” means every kind of asset established or acquired,

including changes in the form of such investment, in accordance
with the national laws of the Contracting Party in whose territory
the investment is made and in particular, though not exclusively,
includes:

(i) movable and immovable property as well as other rights such

as mortgages, liens or pledges;

(ii) shares in and stock and debentures of a company and

any other similar forms of interest in a company;

(iii) rightful claims to money or to any performance under

contract having a financial value;

(iv) intellectual property rights, goodwill, technical processes

and know-how in accordance with the relevant laws of the
respective Contracting Party;

(v) business concessions conferred by law or under contract,

including concessions to search for and extract oil and other
minerals."
(emphasis added)

15. Pursuant to Article 2 of the BIT:

“This Agreement shall apply to all investments made by investors

of either Contracting Party in the territory of the other
Contracting Party, whether made before or after the coming into
force of this Agreement.”

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 16. The Claimant has acquired assets in Rafflesia in accordance with its
national laws, which fall within the scope of Article 1(b) of the BIT. In
particular, the shares and/or the interest acquired in BCL, and the patent
rights in the dual action drug, ‘Duloxen’ (“Duloxen Patent”) held by the
Claimant through BCL, qualify as "investment" under the BIT.

IV. FACTUAL BACKGROUND TO THE DISPUTE

Background to Claimant’s Investment

17. The Claimant’s investment in Rafflesia was made pursuant to a Share

Purchase Agreement (“SPA”) dated 1 January 20182 entered into
between the Claimant, Onestar and Mind Energy Ltd (“Mind
Energy”). Pursuant to the SPA, the Claimant through its subsidiary,
Onestar, purchased 100% equity share capital of BCL from Mind
Energy, for a consideration of US$ 1 billion.

18. The shares of BCL were valued at US$ 1 billion at the time of
acquisition as it held the Duloxen Patent. The Claimant made the
investment on the understanding that Duloxen Patent, which was
filed on 1 January 2017, was valid until 1 January 2037 under the
relevant applicable law. The grant of patent conferred upon BCL the
exclusive right to prevent third parties from making, using, offering
for sale, selling or importing the dual action drug, Duloxen in the
territory of Rafflesia, without BCL’s permission. It was in this
background that the Claimant made sizeable investments relying on
the patent protection until 2037 and the accompanying guarantee of
market exclusivity.

19. The drug, Duloxen uses compounds, fluoxetine and olanzapine to

treat major depression and schizophrenia. Prior to the invention of
Duloxen, patients suffering both with depression and schizophrenia
could not be treated concurrently. Although the pathophysiological
origin of these conditions is still unknown, the limited available single
action treatments are however, known to cause significant side effects
and are ineffective for about 40 percent of the patients. The invention
of Duloxen has fundamentally changed the treatment of these major
mental health issues which have been a cause of serious concern in
Rafflesia.

2 A copy of the SPA (Exhibit C-2).

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20. Duloxen has been approved as safe and effective for use in Rafflesia
by Rafflesia Institute of Medical Sciences. In fact, Duloxen has been
commercially successful and is used by many patients in Rafflesia.

Introduction of Compulsory Licensing in Rafflesia’s Patent law

21. On 1 January 2019, the Government of Rafflesia for the first time,
introduced compulsory licensing to its patent law by way of an
amendment to the Patent Act, 1980 (the “Act”) (“2019 Amendment”).
Pursuant to the 2019 Amendment, a new provision was inserted in
the Act which gave third parties the right to apply for compulsory
licensing on the following grounds:

(a) that the reasonable requirements of the public with respect to

the patented invention have not been satisfied, or

(b) that the patented invention is not available to the public at a

reasonably affordable price.

22. The provision for compulsory licensing in the Act effectively allowed
the Government of Rafflesia to force an exclusive holder of the patent
to grant the right of its use to others upon the terms decided by the
Government of Rafflesia.

23. Based on the amended law, a domestic pharmaceutical company,

LMN Ltd. (“LMN”) in which the Government of Rafflesia was a
majority shareholder (it owned 60% shares), filed an application for
compulsory licensing for selling and manufacturing Duloxen on the
ground that Duloxen was not available to the public at a reasonable
affordable price. The said application was accepted by the Controller
General of Patents (“Controller”) which reasoned that the price of
US$ 100 for a single Duloxen drug was not a reasonably affordable
price and LMN was allowed to make and sell a similar version of
Duloxen at US$ 10 by paying only 0.1% of net sales to BCL.

24. Under the Agreement on Trade Related Aspects of Intellectual

Property Rights (“TRIPs Agreement”), there is a general rule that
when governments authorize non-voluntary use of a patent, they
must provide patent owners “adequate remuneration” for the
“circumstances of each case, taking into account the economic value

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 of the authorization”3. However, the remuneration granted by the
Controller to BCL was clearly inadequate and failed to consider the
economic value of Duloxen.

25. The commercial terms on which compulsory license of Duloxen was

granted to LMN were unfair and unreasonable. Research and
development especially in the pharmaceutical sector is a time
consuming, expensive and a resource intensive process. The
framework of patents allows pharmaceutical companies to justify
their competitive prices based on the need to recuperate innovation
expenses. Different jurisdictions whose patent law provides for
compulsory licencing take care of the interest of the innovator by
requiring their State to negotiate with the innovator on reasonable
commercial terms and conditions. However, the Government of
Rafflesia arbitrarily and unilaterally determined the royalty for
Duloxen at 0.1% of the net sales without considering the interest of
BCL.

26. The compulsory licensing had a direct bearing on the Claimant’s

investments and BCL’s revenue of Duloxen drastically dropped from
US$100 million in 2018 to US$10,000 in 2019.

Revocation of Patents Relating to Treatment of Mental Health

27. The Government of Rafflesia on 1 January 2020 further amended its

Act with retrospective application, which effectively revoked all
patents relating to the treatment of mental health (“2020
Amendment”). The 2020 Amendment introduced another new
provision, which provided as follows:

“Invention relating to treatment of mental health not

patentable – No patent shall be granted in respect of an
invention relating to the treatment of mental health

This provision will be applicable to all inventions with

retrospective effect from 1 January 2016”.

28. As a result of the 2020 Amendment, the patent granted to BCL for the
dual action drug, Duloxen stands revoked, thereby depriving BCL of

3 Article 31(h) of the TRIPs Agreement

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 its exclusive rights to prevent third parties from making, using,
offering for sale, selling or importing the dual action drug, Duloxen
during the patent term.

V. RAFFLESIA’S BREACHES OF THE BIT

29. The following actions of the Government of Rafflesia constitute

breaches of Articles 3 and Article 5 of the BIT, which form the basis of
the Claimant’s claim against the Government of Rafflesia:

(a) introducing compulsory licensing by way of the 2019

Amendment after the investment was made by the Claimant in
BCL;

(b) granting compulsory license to LMN on unreasonable

commercial terms; and

(c) retrospectively amending the Act which had the effect of

revocation of the patents relating to treatment of mental health.

30. These measures have had the effect of destroying the economic value
associated with the Claimant’s investment in Rafflesia through BCL.
By way of example (and without limitation), the Claimant provides
an illustrative list of Government of Rafflesia’s BIT violations.

31. Articles 3(1), 3(2) and 5 of the BIT stipulate, in material part, as
follows:

Article 3: Promotion and Protection of Investment

(1) Each Contracting Party shall encourage and create

favourable conditions for investors of the other Contracting
Party to make investments in its territory, and admit such
investments in accordance with its laws and policy.

(2) Investments of investors of each Contracting Party shall at

all times be accorded fair and equitable treatment and shall
enjoy full protection and security in the territory of the other
Contracting Party.

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 Article 5: Expropriation

(1) Investments of investors of either Contracting Party shall

not be nationalised, expropriated or subjected to measures
having effect equivalent to nationalisation or expropriation
(hereinafter referred to as "expropriation") in the-territory of
the other Contracting Party except for a public purpose
related to the internal requirements for regulating economic
activity on a non-discriminatory basis and against fair and
equitable compensation. Such compensation shall amount to
the genuine value of the investment expropriated
immediately before the expropriation or before the impending
expropriation became public knowledge, whichever is the
earlier, shall include interest at a fair and equitable rate until
the date of payment, shall be made without unreasonable
delay, be effectively realizable and be freely transferable.

32. The amendments to the Act defeat the Claimant’s expectation of a

favorable and stable regulatory environment for its investment. The
Claimant could not reasonably have expected that Rafflesia’s patent
regime, upon which its investment in Rafflesia was predicated, would
be transformed in a manner that would deprive the Claimant of its
investment in the Duloxen Patent.

33. When making its investment, the Claimant considered and relied
upon all of the circumstances surrounding the investment, none of
which could reasonably have led the Claimant to expect that its patent
rights would be invalidated by an amendment to the Act.

34. The Duloxen Patent was recognized to be a form of contract between

the Government of Rafflesia and the Claimant that provided the
Claimant, through BCL, exclusive rights to use its invention for a
specified period of time in exchange for public disclosure of its
inventions. The Claimant could not have anticipated that the
Government of Rafflesia would introduce amendments that would
alter the patent regime and eventually invalidate patents relating to
treatment of mental health, including the Duloxen Patent.

35. Further, the Controller’s decision in granting compulsory license on

unreasonable commercial terms was improper and discreditable. It
violated the principle of fair and equitable treatment, including
Claimant’s legitimate expectations about the treatment of its

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 investments and Rafflesia’s obligation to refrain from conduct that is
arbitrary, unfair, unjust, and discriminatory.

36. Through the 2020 Amendment, Rafflesia has directly expropriated the
Claimant’s exclusive patent rights conferred by the Duloxen Patent.
The 2020 Amendment deprived the Claimant of its exclusive rights to
prevent third parties from making, using, offering for sale, selling or
importing the dual action drug, Duloxen during the patent term.
Further or in the alternative, Rafflesia has indirectly expropriated the
Claimant’s exclusive patent rights conferred by the Duloxen Patent
through measures which have had the effect of destroying the value
associated with the Claimant’s investment.

VI. REFERENCE TO ARBITRATION

37. Article 9 of the BIT provides as follows:

“Article 9: Settlement of Dispute between an investor and a Host

State

(1) Any dispute between an investor of one Contracting Party

and the other Contracting Party in relation to an investment
of the former under this Agreement shall, as far as possible, be
settled amicably through negotiations between the parties to
the dispute.

(2) Any dispute which has not been amicably settled within a
period of three months from the written notice may be
referred by either party to arbitration administered by the
Singapore International Arbitration Centre in accordance
with the Investment Arbitration Rules of the Singapore
International Arbitration Centre (1st Edition, 1 January
2017). The Arbitral Tribunal shall consist of three
arbitrators. The language of the arbitration shall be English.

38. On 10 January 2020, the Claimant issued a Notice of Dispute to the

Government of Rafflesia, notifying it of the Claimant’s intention to
commence arbitral proceedings pursuant to the BIT in connection
with the Dispute. However, the Government of Rafflesia in its
response dated 15 January 20204 blatantly dismissed the Claimant’s
claims, leaving no possibility for any negotiation to settle the dispute.

4 The Respondent’s response dated 15 January 2020 (Exhibit C-3)

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 39. Accordingly, the Claimant now issues this Notice pursuant to Rule 3
of the SIAC Investment Rules, to commence an arbitration under
Article 9(2) of the BIT.

VII. CONSTITUTION OF THE TRIBUNAL

40. Pursuant to Article 9(1) of the BIT, the Tribunal shall consist of three
arbitrators. The Claimant nominates James Lewison, QC as its
arbitrator in terms of Rule 3.1(i) and Rule 7 of the SIAC Investment
Rules.

VIII. SEAT OF ARBITRATION

41. The parties have not agreed upon a seat of the arbitration. However,
the Claimant invites the Respondent to agree to Singapore as the seat
of arbitration. The Claimant recognises that, absent any agreement as
to the seat of arbitration, it is for the Tribunal to determine the seat of
the arbitration in accordance with Rule 18 of the SIAC Investment
Rules. The Claimant reserves its right to make submissions to the
Tribunal as to an appropriate neutral and well-recognised arbitral
seat in due course, should that prove necessary.

IX. EXTERNAL FUNDING

42. The Claimant hereby notifies the Registrar of the SIAC that
International Funding Inc. is funding the Claimant in these
proceedings. The details of International Funding Inc. are as follows:

International Funding Inc.

Mex wall Street
Agnespori

X. RELIEF SOUGHT

43. On the basis of the foregoing, without limitation and fully reserving
its right to supplement this request, the Claimant requests the
following relief:

a. A declaration that Rafflesia has breached Articles 3 and 5 of the

BIT, including by failing to ensure the fair and equitable
treatment and by expropriating the Claimant’s investment;

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 b. An award of damages in respect of all loss caused as a result of
Rafflesia’s breaches of the BIT, in an amount to be quantified by
the Tribunal, together with pre- and post-award interest on any
sums so awarded (at a rate to be determined by the Tribunal);

c. An order that Rafflesia pay all appropriate costs of these

arbitration proceedings, including the fees and expenses of the
Tribunal and costs of legal representation and interest thereon;

d. An order that Rafflesia pay all other costs incurred by the

Claimant as a result of its breaches of the BIT and interest
thereon in accordance with the BIT; and

e. Such other and further relief as the Tribunal considers

appropriate, in the circumstances.

44. The Claimant reserves the right to supplement or amend the relief
sought in future submissions.

Submitted for and on behalf of Mind Temple Pte Ltd.

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 EXHIBIT C-1

AGREEMENT

BETWEEN THE GOVERNMENT OF THE REPUBLIC OF ZINNIA

AND

THE GOVERNMENT OF THE REPUBLIC OF RAFFLESIA

FOR THE PROMOTION AND PROTECTION OF INVESTMENTS

The Agreement entered into force on 6 January 2000

 EXHIBIT C-1

AGREEMENT

BETWEEN THE GOVERNMENT OF THE REPUBLIC OF ZINNIA

AND

THE GOVERNMENT OF THE REPUBLIC OF RAFFLESIA

FOR THE PROMOTION AND PROTECTION OF INVESTMENTS

The Government of the Republic of Zinnia and the Government of the Republic of
Rafflesia (hereinafter referred to as the "Contracting Parties");

Desiring to create conditions favourable for fostering greater investment by investors

of one State in the territory of the other State;

Recognising that the encouragement and reciprocal protection under international

agreement of such investment will be conducive to the stimulation of individual
business initiative and will increase prosperity in both States;

Have agreed as follows:

ARTICLE 1
Definitions

For the purposes of this Agreement:

a) "companies" means:
i. in respect of Zinnia: corporations, firms and associations incorporated or
constituted under the law in force in any part of Zinnia;
ii. in respect of Rafflesia: corporations, firms and associations incorporated or
constituted under the law in force in any part of Rafflesia;

b) "investment" means every kind of asset established or acquired, including

changes in the form of such investment, in accordance with the national laws of
the Contracting Party in whose territory the investment is made and in particular,
though not exclusively, includes;

1
 EXHIBIT C-1

i. movable and immovable property as well as other rights such as mortgages,

liens or pledges;
ii. shares in and stock and debentures of a company and any other similar
forms of interest in a company;
iii. rightful claims to money or to any performance under contract having a
financial value;
iv. intellectual property rights, goodwill, technical processes and know-how in
accordance with the relevant laws of the respective Contracting Party;
v. business concessions conferred by law or under contract, including
concessions to search for and extract oil and other minerals;

c) "investors" means any national or company of a Contracting Party;

d) "nationals" means:
i. in respect of Zinnia: persons deriving their status as Zinnia nationals from
the law in force in Zinnia;
ii. in respect of Rafflesia: persons deriving their status as Rafflesia nationals
from the law in force in Rafflesia;

e) "returns" means the monetary amounts yielded by an investment such as profit,

interest, capital gains, dividends, royalties and fees;

f) "territory" means:

i. in respect of Zinnia: the territory of the Republic of Zinnia including its

territorial waters and the airspace above it and other maritime zones over
which the Republic of Zinnia has sovereignty, sovereign rights or
jurisdiction in accordance with its laws in force, and Public International
Law;
ii. in respect of Rafflesia: the territory of the Republic of Rafflesia including its
territorial waters and the airspace above it and other maritime zones over
which the Republic of Rafflesia has sovereignty, sovereign rights or
jurisdiction in accordance with its laws in force, and Public International
Law

ARTICLE 2
Scope of the Agreement

This Agreement shall apply to all investments made by investors of either Contracting
Party in the territory of the other Contracting Party, whether made before or after the
coming into force of this Agreement.

2
 EXHIBIT C-1

ARTICLE 3
Promotion and Protection of Investment

(1) Each Contracting Party shall encourage and create favourable conditions for
investors of the other Contracting Party to make investments in its territory, and admit
such investments in accordance with its laws and policy.

(2) Investments of investors of each Contracting Party shall at all times be accorded
fair and equitable treatment and shall enjoy full protection and security in the territory
of the other Contracting Party.

(3) Each Contracting Party shall observe any obligation it may have entered into with
regard to investments of investors of the other Contracting Party, provided that
dispute resolution under Article 9 of this Agreement shall only be applicable to this
paragraph in the absence of a normal local judicial remedy being available.

ARTICLE 4
National Treatment and Most-favoured-nation Treatment

(1) Each Contracting Party shall accord to investments of investors of the other
Contracting Party, including their operation, management, maintenance, use,
enjoyment or disposal by such investors, treatment which shall not be less favourable
than that accorded either to investments of its own investors or to investments of
investors of any third State.

(2) In addition each Contracting Party shall accord to investors of the other
Contracting Party, including in respect of returns on their investments, treatment
which shall not be less favourable than that accorded to investors of any third State.

(3) The provisions of this Agreement relative to the grant of treatment not less
favourable than that accorded to the investors of either Contracting Party or of any
third State shall not be construed so as to oblige one Contracting Party to extend to
the investors of the other the benefit of any treatment, preference or privilege resulting
from:
a) any existing or future customs union or similar international agreement to
which either of the Contracting Parties is or may become a party, or
b) any international' agreement or arrangement relating wholly or mainly to
taxation or any domestic legislation relating wholly or mainly to taxation.

3
 EXHIBIT C-1

ARTICLE 5
Expropriation

(1) Investments of investors of either Contracting Party shall not be nationalised,

expropriated or subjected to measures having effect equivalent to nationalisation or
expropriation (hereinafter referred to as "expropriation") in the-territory of the other
Contracting Party except for a public purpose related to the internal requirements for
regulating economic activity on a non-discriminatory basis and against fair and
equitable compensation. Such compensation shall amount to the genuine value of the
investment expropriated immediately before the expropriation or before the
impending expropriation became public knowledge, whichever is the earlier, shall
include interest at a fair and equitable rate until the date of payment, shall be made
without unreasonable delay, be effectively realizable and be freely transferable.

(2) The investor affected shall have a right, under the law of the Contracting Party
making the expropriation, to review, by a judicial or other independent authority of
that Party, of his or its case and of the valuation of his or its investment in accordance
with the principles set out in this paragraph. The Contracting Party making the
expropriation shall make every endeavour to ensure that such review is carried out
promptly.

(3) Where a Contracting Party expropriates the assets of a company which is

incorporated or constituted under the law in force in any part of its own territory, and
in which investors of the other Contracting Party own shares, it shall ensure that the
provisions of paragraph (1) of this Article are applied to the extent necessary to
guarantee prompt, adequate and effective compensation in respect of their investment
to such investors of the other Contracting Party who are owners of those shares.

ARTICLE 6
Compensation for Losses

(1) Investors of one Contracting Party whose investments in the territory of the other
Contracting Party suffer losses owing to war or other armed conflict, a state of national
emergency or civil disturbances in the territory of the latter Contracting Party shall be
accorded by the latter Contracting Party treatment, as regards restitution,
indemnification, compensation or other settlement, no less favourable than that
which· the latter Contracting Party accords to its own investors or to investors of any
third State. Resulting payments shall be freely transferable.

4
 EXHIBIT C-1

(2) Without prejudice to paragraph (1) of this Article, investors of one Contracting
Party who in any of the situations referred to in that paragraph suffer losses in the
territory of the other Contracting Party resulting from:
a) requisitioning of their property by its forces or authorities, or
b) destruction of their property by its forces or authorities, which was not caused
in combat action or was not required by the necessity of the situation,

shall be accorded restitution or adequate compensation. Resulting payments shall be

freely transferable.

ARTICLE 7
Repatriation of Investment and Returns

Each Contracting Party shall in respect of investments grant to investors of the other
Contracting Party the unrestricted transfer of their investments and returns. Transfers
shall be effected without delay in the convertible currency in which the capital was
originally invested or in any other convertible currency agreed by the investor and the
Contracting Party concerned. Unless otherwise agreed by the investor transfers shall
be made at the rate of exchange applicable on the date of transfer pursuant to the
exchange regulations in force.

ARTICLE 8
Subrogation

(1) Where one Contracting Party or its designated agency has guaranteed any
indemnity against non-commercial risks in respect of an investment by any of its
investors in the territory of the other Contracting Party and has made payment to such
investors in respect of their claims under this Agreement, the other Contracting Party
agrees that the first Contracting Party or its designated agency is entitled by virtue of
subrogation to exercise the rights and assert the claims of those investors. The
subrogated rights or claims shall not exceed the original rights or claims of such
investors.

(2) Any payments received in non-convertible currency by the first Contracting Party
in pursuance of the rights and claims acquired shall be freely available to the first
Contracting Party for the purpose of meeting any official expenditure incurred in the
territory of the other Contracting Party.

5
 EXHIBIT C-1

ARTICLE 9
Settlement of Disputes between an Investor and a Host State

(1) Any dispute between an investor of one Contracting Party and the other
Contracting Party in relation to an investment of the former under this Agreement
shall, as far as possible, be settled amicably through negotiations between the parties
to the dispute.
(2) Any dispute which has not been amicably settled within a period of three months
from written notification may be referred by either party to arbitration administered
by the Singapore International Arbitration Centre in accordance with the Investment
Arbitration Rules of the Singapore International Arbitration Centre (1st Edition, 1
January 2017). The seat of the arbitration, if not agreed by the parties, shall be
determined by the Tribunal. The Arbitral Tribunal shall consist of three arbitrators.
The language of the arbitration shall be English.

ARTICLE 10
Disputes between the Contracting Parties

(1) Disputes between the Contracting Parties concerning the interpretation or

application of this Agreement should, if possible, be settled through negotiation.
(2) If a dispute between the Contracting Parties cannot thus be settled within three
months from the time the dispute arose, it shall upon the request of either Contracting
Party be submitted to arbitration administered by the Singapore International
Arbitration Centre in accordance with the Investment Arbitration Rules of the
Singapore International Arbitration Centre (1st Edition, 1 January 2017). The seat of
the arbitration, if not agreed by the parties, shall be determined by the Tribunal. The
Arbitral Tribunal shall consist of three arbitrators. The language of the arbitration shall
be English.

ARTICLE 11
Applicable Laws

(I) Subject to the provisions of this Agreement, all investment shall be governed by the
laws in force in the territory of the Contracting Party in which such investments are
made.
(2) Notwithstanding paragraph (I) of this Article nothing in this Agreement precludes
the host Contracting Party from taking action for the protection of its essential security
interests or in circumstances of extreme emergency in accordance with its laws
normally and reasonably applied on a non-discriminatory basis.

6
 EXHIBIT C-1

ARTICLE 12
Application of other Rules

If the provisions of law of either Contracting Party or obligations under international

law existing at present or established hereafter between the Contracting Parties in
addition to the present Agreement contain rules, whether general or specific, entitling
investments by investors of the other Contracting Party to a treatment more
favourable than is provided for by the present Agreement, such rules shall to the
extent that they are more favourable prevail over the present Agreement.

ARTICLE 13
Entry into Force

This Agreement shall be subject to ratification and shall enter into force on the date of
exchange of Instruments of Ratification.

ARTICLE 14
Duration and Termination

This Agreement shall remain in force for a period of thirty years. Thereafter it shall
continue in force until the expiration of twelve months from the date on which either
Contracting Party shall have given written notice of termination to the other. Provided
that in respect of investments made whilst the Agreement is in force, its provisions
shall continue in effect with respect to such investments for a period of fifteen years
after the date of termination and without prejudice to the application thereafter of the
rules of general international law.

In witness whereof the undersigned, duly authorised thereto by their respective

Governments, have signed this Agreement.

7
 EXHIBIT C – 2

Dated: 1 January 2018

Mind Energy Ltd

(as Vendor)

Onestar Holdings Ltd

(as Purchaser)

Mind Temple Pte Ltd

(as Purchaser Guarantor)

Share Purchase Deed

relating to the shares of
Brain Cal Limited

1
 EXHIBIT C – 2

(RELEVANT EXCERPTS)
THIS AGREEMENT is made as a deed on 1 January 2018

BETWEEN

(1) MIND ENERGY LTD. (the “VENDOR”) a company registered in Rafflesia with
its registered office 2nd Floor Vintners Place, Thames Street, Rafflesia

(2) ONESTAR HOLDINGS LTD (the “PURCHASER”) a company incorporated

under the laws of Dahlia with its registered office at Multiconsult Limited, Rogers
House, 5, President John Kennedy Street, Port Louis, Dahlia; and

(3) MIND TEMPLE PTE LTD (the “PURCHASER GUARANTOR”) a company

registered in Zinnia with its registered office at 5th Floor, 6 St Andrew Street, Dorne,
Zinnia.

BACKGROUND:

(A) The Vendor, shareholder of Brain Cal Limited, wishes to sell, and the Purchaser
wishes to acquire, 100% of the share capital of Brain Cal Limited, subject to the terms
of this Agreement.

(B) The Purchaser Guarantor, shareholder of the Purchaser, has agreed to guarantee
the obligations of the Purchaser under this Agreement.

1. Sale of Shares
Subject to the terms of this Agreement, the Vendor shall sell and the Purchaser shall
purchase, free from all encumbrances, together with all rights attached thereto the
entire share capital of Brain Cal Limited.

2. Consideration
The total consideration for the entire shareholding of Brain Cal Limited shall be the
sum of US$ 1,000,000,000.

3. Guarantee of Purchaser
In consideration of the Purchaser entering into this Agreement at the request of the
Purchaser Guarantor, the Purchaser Guarantor shall as its primary obligations
guarantee and ensure that the Purchaser duly observes and performs all its obligations
under this Agreement, including payment of the total consideration by the Purchaser
to the Vendor.

2
 Exhibit C-3

Mind Temple Pte. Ltd.

5th Floor, 6 St Andrew Street,
Dorne,
Zinnia

Will Gardener, QC
Alicia Florrick
Lockhart/Gardener LLP
Exchange House
Primose Street, Westerland, Vale

Date – 15 January 2020

Reference: Notice of Dispute dated 10 January 2020 issued by Mind Temple Pte
Limited

Sir/Madam,

This is in reply to the Notice of Dispute dated 10 January 2020 sent by Mind Temple
Pte Limited under Article 9 of the Agreement between the Government of the
Republic of Zinnia and the Government of the Republic of Rafflesia for the Promotion
and Protection of Investments (“BIT”).

1. Assertions that Government of Rafflesia has acted in breach of its obligations

under Articles 3 and 5 of the BIT, are baseless and without any merit.

2. The amendments to the patent law, is a legitimate exercise of Rafflesian

Government’s regulatory powers and form part of a comprehensive government
policy to make treatment of widespread mental health issues accessible to all.

3. The Government of Rafflesia has acted in a fair and equitable manner and has
not expropriated any foreign investment.

The objections outlined above are not intended to be exhaustive, and the Rafflesian
Government reserves its right to raise any further contentions in the future and defend
our rights as and when the need arises.

OFFICE OF THE ATTORNEY GENERAL

(GOVERNMENT OF RAFFLESIA)
 IN THE MATTER OF AN ARBITRATION UNDER THE INVESTMENT
ARBITRATION RULES OF THE SINGAPORE INTERNATIONAL
ARBITRATION CENTRE (1ST EDITION, 1 JANUARY 2017)

BETWEEN

MIND TEMPLE PTE LTD

(Claimant)

and
THE REPUBLIC OF RAFFLESIA
(Respondent)

--------------------------------------------------------------------------------------------------------
RAFFLESIA’S RESPONSE TO THE NOTICE OF ARBITRATION
16 March 2020
--------------------------------------------------------------------------------------------------------

Submitted for and on behalf of the Respondent by:

Louis Canning, QC
Cary Agos,
Rahm Emanuel

Canning/Agos LLP
Lester B, Pearson Building
125 Sussex Drive, Rafflesia

1
 SECTION 1:
INTRODUCTION & FACTUAL BACKGROUND

1. The Republic of Rafflesia (the “Respondent”, “Government of Rafflesia”,

or “Rafflesia”) submits this Response to the Notice of Arbitration (the
“Response”) received from Mind Temple Pte Limited (“Mind Temple” or
the “Claimant”), a company incorporated in Zinnia, pursuant to Rule 4 of
the Investment Arbitration Rules of the Singapore International Arbitration
Centre Investment Rules (1st Edition, 1 January 2017) (“SIAC Investment
Rules”).

2. Mind Temple seeks to challenge Rafflesia’s amendments to its patent law

pursuant to which a compulsory license was granted for a patent and
patents relating to treatment of mental health issues were revoked and
made non-patentable. The amendments to the patent law is a legitimate
exercise of Rafflesia’s regulatory powers to protect the health of its citizens,
and form part of a comprehensive government policy to make treatment of
widespread mental health issues accessible to all.

3. Mind Temple is incorporated in Zinnia and asserts that the amendments to

the patent law and its implementation impact investments that Mind
Temple allegedly owns or controls in Rafflesia, namely the shares in Brain
Cal Limited (“BCL”) and the intellectual property of BCL.

4. Mind Temple’s claim arises from its (indirect) acquisition of shares of BCL
through its subsidiary, Onestar Holdings Limited (“Onestar”), a company
incorporated in Dahlia. This acquisition was made against the backdrop of:

a) December 2016 report of the World Health Organisation (“World

Health Report”1) which provided that one in four people in the world
are affected by mental or neurological disorders and that around 450
million people currently suffer from mental health issues; and

b) Rafflesia’s public announcement in January 20172 that it may consider

taking some measures to make treatment for mental health issues
more accessible.

5. Thus, Mind Temple’s subsidiary, Onestar acquired its shares in BCL on 1

January 2018, in full knowledge that Rafflesia will amend its patent laws.
Mind Temple’s claims under the Agreement between the Government of

1 World Health Report, 2016 (Exhibit R-1).

2 Rafflesia’s announcement, January 2017 (Exhibit R-2).

2
 the Republic of Zinnia and the Government of the Republic of Rafflesia for
the Promotion and Protection of Investments (”BIT”) inevitably fail, both
as to jurisdiction and the merits.

SECTION 2:
JURISDICTIONAL ISSUES AND THE REPONDENT’S APPLICATION
UNDER RULE 26 OF THE SIAC INVESTMENT RULES

6. Mind Temple seeks to argue that the Tribunal has jurisdiction under the
BIT because:

a) Mind Temple is a company incorporated under the laws of Zinnia,

within the meaning of Article 1(a)(i) of the BIT and is therefore an
“investor” under Article 1(c) of the BIT; and

b) Mind Temple has assets invested in Rafflesia, in accordance with the

national laws of Rafflesia, that fall within the scope of Article 1(b) of
the BIT. In particular, the shares and/or the interest held by the Mind
Temple in the dual action drug called ‘Duloxen’ through BCL, which
qualify as "investment" under the BIT.

7. Rafflesia has serious and substantial objections to the Tribunal’s

jurisdiction and the admissibility of Mind Temple’s claims. In view of the
same, Rafflesia seeks early dismissal of Mind Temple’s claims under Rule
26.1 (b) and/or Rule 26.1 (c) of the SIAC Investment Arbitration Rules on
the basis that Mind Temple’s claims are manifestly outside the jurisdiction
of the Tribunal and/or are manifestly inadmissible (the “Early Dismissal
Application”). Rafflesia takes the position that the Early Dismissal
Application must be allowed to proceed and be granted as:

a) First, although Mind Temple is a “company” within the meaning of

Article 1(a)(i) of the BIT, and thus an “investor” within the meaning
of Article 1(c), the Claimant’s purported “investments” are not
protected by the BIT. This is because pursuant to Article 2, the BIT
has limited application and only applies to “investments made by
investors of either Contracting Party in the territory of the other
Contracting Party”. It is manifestly clear from the Share Purchase
Agreement (“SPA”) dated 1 January 2018, that the purchase of the
equity capital of BCL was made by Onestar, a Dahlian entity. Mind
Temple only acted as a purchaser guarantor and is therefore not an
“investor” with an “investment” (“Rafflesia’s First Jurisdictional
Objection”);

3
 b) Secondly, and relatedly, Mind Temple only has an “indirect”
investment in Zinnia, via its subsidiary Onestar, which is
incorporated in Dahlia. The Claimant and its purported investments
do not fall within the scope of protection of the BIT, as the BIT does
not cover indirect investments. It is noteworthy that the definition of
“investment” in Article 1(b) of the BIT does not expressly protect
investments which are invested and acquired either “directly or
indirectly” (“Rafflesia’s Second Jurisdictional Objection”); and

c) Thirdly, Mind Temple failed to observe the "cooling-off" period of 3

months provided under Article 9 of the BIT before commencing the
arbitration. The notice of dispute was issued by Mind Temple on 10
January 2020 and the Notice of Arbitration was submitted on 10
February 2020. Waiting period constitutes a jurisdictional
requirement that a Claimant must comply with before submitting a
request for arbitration. Mind Temple’s claims should be dismissed as
it failed to adhere to the waiting period prior to commencing the
arbitration (“Rafflesia’s Third Jurisdictional Objection”).

8. Rafflesia requests that the Early Dismissal Application be heard in a

preliminary phase of the proceedings in advance of any merits phase. The
jurisdictional objections outlined above are not intended to be exhaustive,
and Rafflesia reserves its rights to develop and formulate objections.

SECTION 3: RESPONSE TO MIND TEMPLE’S CLAIMS

9. Further and without prejudice to the Early Dismissal Application, Rafflesia

rejects Mind Temple’s claim that it has breached its obligation under the
BIT to accord fair and equitable treatment to investments of Mind Temple.

10. When Mind Temple’s subsidiary Onestar acquired its interest in BCL on 1
January 2018, it did so in full knowledge and with the expectation that
Rafflesia would take measures pursuant to its announcement in January
2017. Rafflesia has now done what it has said it was going to do. Mind
Temple’s marked emphasis on its “legitimate expectation” is thus wholly
misconceived. Mind Temple could have no expectation other than that
Rafflesia would act in accordance with its announcement. It is difficult to
conceive of governmental action further removed from the unfair or
inequitable treatment of an investor.

11. The amendments to the patent law were made following the World Health
Report which provided that one in four people in the world are affected by
mental or neurological disorders and that around 450 million people

4
 currently suffer from mental health issues. The amendments are a
reasonable regulatory response which has been adopted by Rafflesia in
good faith to address a severe, pervasive and long-standing threat to public
health.

12. The Agreement for Trade Related Intellectual Property Rights (TRIPs) to
which Mind Temple has referred to in its Notice of Arbitration allows
governments to use a number of different limitations and exceptions to
patent rights, including cases where governments can authorize persons to
use patents, even when the patent owner does not give permission.

13. Rafflesia rejects Mind Temple’s claim that it has breached the obligation to
ensure that purported investments of Mind Temple enjoy full protection
and security under the BIT.

14. Mind Temple similarly mischaracterises the scope of full protection and
security provision under the BIT. The provision is not a due diligence
obligation “to prevent damage” and does not extend beyond an obligation
to take reasonable steps to provide physical protection for investments
covered under the BIT. Rafflesia has not failed to comply with this
obligation.

15. Rafflesia rejects Mind Temple’s claim that it has breached the obligation
under Article 5 not to deprive investors of their investments or subject
investors to measures having an effect equivalent to such deprivation.

16. Mind Temple has not in fact been deprived of the purported investments it
made on 1 January 2018; nor has Mind Temple been subjected to measures
having equivalent effect.

17. Further, amendments to patent law are non-discriminatory regulatory

actions of general application designed and adopted by Rafflesia to achieve
the most fundamental public welfare objective – the protection of public
health. Such measures do not amount to expropriation, are not equivalent
to expropriation, and do not give rise to a duty of compensation.

SECTION 4: EXISTENCE OF AN EXTERNAL FUNDER AND THE

RESPONDENT’S APPLICATION FOR SECURITY OF COSTS

18. The Claimant in its Notice of Arbitration has indicated that it is being
funded by an external funder. In view of the same, the Respondent requests
Mind Temple to furnish security for its legal costs on the basis of the
following:

5
 a) The Claimant is impecunious and is in no position to bear the costs of
these proceedings. This is evidenced by the presence of a third party
funder and BCL’s last year’s revenue, which was only USD$10,0003
b) As an external funder is funding these proceedings, an order of security
for costs would not stifle the Claimant’s claim.

19. The Respondent additionally requests that the Tribunal direct the Claimant
to disclose the extent and the terms of the third party funding.

SECTION 5: RESPONSE TO RELIEF SOUGHT

20. As follows from the Response as set out above, the Tribunal should reject
the relief sought by the Claimant. Rafflesia respectfully requests the
Tribunal:

a) to declare that it manifestly lacks jurisdiction over Mind Temple’s

claims, and/or that Mind Temple’s claims are manifestly inadmissible;
b) alternatively, to dismiss Mind Temple’s claims in their entirety;
c) to order that Mind Temple bear the costs of the arbitration, including
Rafflesia’s costs of legal representation and assistance;
d) and/or grant any other relief as appropriate in these proceedings.

21. This Response, pursuant to Rule 4 of the SIAC Investment Rules is not
intended to be exhaustive and Rafflesia reserves its rights to develop and
formulate its defence on the merits (if they are reached) as it sees fit
(including with respect to the alleged losses of Mind Temple).

22. Rafflesia is represented as follows:

Louis Canning, QC
Cary Agos,
Rahm Emanuel

Canning/Agos LLP
Lester B, Pearson Building
125 Sussex Drive, Rafflesia

23. Pursuant to Rule 4(d) and Rule 7 of the SIAC Investment Rules, Rafflesia
notifies Mind Temple that it nominates Professor Simon Stokes as an
arbitrator in this case.

3 Para 26 of the Notice of Arbitration dated 10 February 2020

6
 24. Rafflesia agrees with Mind Temple’s proposal on designating Singapore as
the seat of arbitration.

Submitted for and on behalf of The Government of the Republic of Rafflesia.

7
 Exhibit-R1

World Health Organisation

The World Health Report (Relevant excerpts): December 2016

Mental Health: New Measures, New Hope

Treatment available but not accessible

One in four people in the world are affected by mental or neurological disorders at
some point in their lives. Around 450 million people currently suffer from such
conditions, placing mental disorders among the leading causes of ill-health and
disability worldwide. Depressive disorders are already the fourth leading cause of
the global health burden. They are expected to rank second by 2020, behind
ischaemic heart disease but ahead of all other diseases

While mental disorders can be successfully treated, however most treatments are
expensive and unaffordable to the general public. The responsibility for action lies
with the governments.

We urge the governments to break this vicious cycle and seek solutions to make
treatments for mental health accessible to all.

The governments should make strategic decisions and choices in order to bring
about positive change in the treatment of mental disorders.
 Exhibit R-2

GOVERNMENT OF RAFFLESIA

PUBLIC ANNOUNCEMENT (Relevant excerpts)

January, 2017

The World Health Report of 2016 has identified that one in four people in the world
are affected by mental or neurological disorders and that around 450 million people
currently suffer from mental health issues. The Directorate of Health Services,
Rafflesia has also indicated that approximately 25 percent of general population of
Rafflesia suffer from neuropsychological problems requiring medical care. This
population is scattered all over the country and the health care services must reach to
the grassroots.

The Government of Rafflesia has decided to undertake various measures to ensure the
availability and accessibility of treatment of mental health issues to all at affordable
price. Towards this end, the Government may introduce new laws and/or amend
existing laws which affect accessibility of the treatment of mental health issues.
 IN THE MATTER OF ​AN ARBITRATION UNDER THE INVESTMENT
ARBITRATION RULES OF THE SINGAPORE INTERNATIONAL
ARBITRATION CENTRE (1​ST​ EDITION, 1 JANUARY 2017)

BETWEEN

MIND TEMPLE PTE LTD

(Claimant)

AND

THE REPUBLIC OF RAFFLESIA

(Respondent)

--------------------------------------------------------------------------------------------------------
PROCEDURAL ORDER NO. 1
--------------------------------------------------------------------------------------------------------

Dated 20 April 2020

Arbitral Tribunal

Mr Thomas Ross (Presiding Arbitrator)

Mr James Lewison, QC (Co-arbitrator)
Professor Simon Stokes (Co-arbitrator)
A preliminary meeting was conducted by the Tribunal by way of a telephone
conference on 15 April 2020 at 2pm, Singapore time. The preliminary meeting
was attended by:

Counsel for the Claimant

Will Gardener, QC
Alicia Florrick

Lockhart/Gardener LLP
Exchange House
Primose Street, Westerland, Vale.

Counsel for the Respondent

Louis Canning, QC
Cary Agos,
Rahm Emanuel

Canning/Agos LLP
Lester B, Pearson Building
125 Sussex Drive, Rafflesia

The Tribunal issues this Procedural Order No. 1 following the preliminary
meeting. In this Procedural Order No. 1, the Claimant and the Respondent
shall be referred to collectively as “​the Parties​”.

1. PARTIES

1.1. The Claimant is Mind Temple Pte Ltd, a company incorporated

under the laws of Zinnia with its registered office at 5​th Floor, 6 St
Andrew Street, Dorne, Zinnia.

1.2. The Respondent is The Republic of Rafflesia.

2. PARTIES’ REPRESENTATIVES

1
 2.1. The Claimant is represented by Mr Will Gardener, QC and Ms
Alicia Florrick, whose contact details are as follows:

Lockhard/Gardener LLP
Exchange House
Primose Street, Westerland, Vale.
Tel No. : +49 123 4000
Fax No. : +49 123 5000
Email :w​ illgardener@lockhard-gardener.com​ /
a​ liciaflorrick@lockhard-gardener.com

2.2. The Respondent is represented by Mr Louis Canning, QC, Ms Cary

Agos and Mr Rahm Emanuel, whose contact details are as follows:

Canning/Agos LLP
Lester B, Pearson Building
125 Sussex Drive, Rafflesia.
Tel No. : +66 9876000
Fax No. : +66 9875000
Email : l​ ouis.canning@canningagos.com​ /
​cary.agos@canningagos.com​ /
r​ ahm.emanuel@canningagos.com

3. JURISDICTION CONSITUTION OF THE TRIBUNAL

3.1. The Tribunal was constituted in accordance with Rules 5 and 7 of

the Investment Arbitration Rules of the Singapore International
Arbitration Centre, 1​st Edition, 1 January 2017 (“​SIAC Investment
Rules​”).

4. GOVERNING LAW

4.1. Article 11 of the Agreement between the Government of the

Republic of Zinnia and the Government of the Republic of Rafflesia
for the Promotion and Protection of Investments dated 6 January
2000 (“​BIT​”) provides as follows in relation to the applicable law:

2
 “(1) Subject to the provisions of this Agreement, all investment shall be
governed by the laws in force in the territory of the Contracting
Party in which such investments are made.
(2) Notwithstanding paragraph (I) of this Article nothing in this
Agreement precludes the host Contracting Party from taking
action for the protection of its essential security interests or in
circumstances of extreme emergency in accordance with its laws
normally and reasonably applied on a non-discriminatory basis.”

5. SEAT OF ARBITRATION

5.1. Pursuant to paragraph 41 of the Claimant’s Notice of Arbitration

and the paragraph 24 of the Respondent’s Response, the Parties
have agreed that the seat of arbitration is Singapore.

6. APPLICABLE RULES OF ARBITRATION

6.1. Pursuant to the arbitration agreement in Article 9 of the BIT, the

arbitration is to be administered by the Singapore International
Arbitration Centre in accordance with the SIAC Investment Rules.

7. LANGUAGE OF THE ARBITRATION

7.1. Pursuant to the arbitration agreement in Article 9 of the BIT, the

language of the arbitration shall be English.

8. PROCEDURAL TIMETABLE

8.1. The Procedural Timetable No. 1 for the conduct of this arbitration
as determined by the Tribunal, after taking into consideration the
Parties’ comments is set out below.

No. Date by Action Party

1. 10 February Claimant submitted the Notice of Claimant

2020 Arbitration

3
2. 16 March Respondent submitted the Respondent
2020 Response to Claimant’s Notice of
Arbitration

3. 15 April Preliminary meeting to determine Tribunal,

2020 the Procedural Timetable and Claimant
Procedural Order No. 1 and
Respondent

4. 11 May 2020 Parties to file an Agreed Final List Claimant

of Issues or Parties’ respective and
Final List of Issues Respondent

5. 18 May 2020 Pre-hearing Procedural Meeting Tribunal,

/Teleconference (if required by Claimant
either Party or by the Tribunal) and
including to settle the Final List of Respondent
Issues

6. 30 June 2020 By the Parties’ agreement, the Claimant

Parties will file the following set and
of submissions: Respondent

1. Parties to file respective

Memorial and
Counter-Memorial in
accordance with Rule 17 of
the SIAC Investment
Arbitration Rules;
2. The Respondent to submit
its application for Security
of Costs (setting out the
facts and the supporting
legal arguments). The
Claimant to file its response
(setting out the facts and
the supporting legal
arguments) to the
Respondent’s Security of
Costs Application; and

4
 3. The Respondent to submit
its Application for Early
Dismissal in accordance
with Rule 26.2 of the SIAC
Investment Arbitration
Rules. The Claimant to
provide its response to the
Respondent’s Early
Dismissal Application
setting out the supporting
facts and legal basis.

7. 19 Oral hearing Tribunal,

September Claimant
2020 and
Respondent

9. NOTIFICATIONS AND COMMUNICATIONS

9.1. All notifications or communications in connection with the

arbitration (including but not limited to correspondence, written
submissions and documents) are deemed to have been validly sent
to each Party when transmitted to their duly authorised legal
representatives at the contact details below or the Party’s addresses
and email addresses below:

Claimant

Lockhard/Gardener LLP
Exchange House
Primose Street, Westerland, Vale.

Attn : Mr Will Gardener, QC / Ms Alicia Florrick

Email :​willgardener@lockhard-gardener.com​ /
​aliciaflorrick@lockhard-gardener.com

5
 Respondent

Canning/Agos LLP
Lester B, Pearson Building
125 Sussex Drive, Rafflesia.
Tel No.: +66 9876000
Fax No.: +66 9875000
Email : l​ ouis.canning@canningagos.com​ /
​cary.agos@canningagos.com​ /
r​ ahm.emanuel@canningagos.com

9.2. The contact information for the Tribunal is set out below:

Tribunal

Mr Thomas Ross
(Presiding Arbitrator)
c/o Ross Chambers
88 Jackson Street,
12670, Lexi Point
thomas.ross@trc.com
Mr James Lewison, QC
(Co-Arbitrator)
c/o James Landau Chambers
22 Holly Lane, #A10-15
11044, Dempsy
jameslandau@jlchambers.com

Professor Simon Stokes

(Co-Arbitrator)
c/o Stokes Chambers
2​nd​ Floor, Maxi Tower,
Indigo Road, 86000, Kane
simonstokes@sschambers.com

10. GENERAL PROVISIONS

10.1. This Procedural Order No. 1 may be amended or supplemented,

and the procedures for the conduct of this arbitration modified,

6
 pursuant to such further directions or procedural orders as the
Tribunal may from time to time issue.

-signed-
________________________
Thomas Ross
Presiding Arbitrator
On behalf of the Tribunal

7
 IN THE MATTER OF AN ARBITRATION UNDER THE INVESTMENT
ARBITRATION RULES OF THE SINGAPORE INTERNATIONAL
ARBITRATION CENTRE (1ST EDITION, 1 JANUARY 2017)

BETWEEN

MIND TEMPLE PTE LTD

(Claimant)

AND

THE REPUBLIC OF RAFFLESIA

(Respondent)

--------------------------------------------------------------------------------------------------------
FINAL LIST OF ISSUES
--------------------------------------------------------------------------------------------------------

Dated 11 May 2020

Submitted for and on behalf of the Claimant and Respondent by:

For the Claimant

Will Gardner, QC
Alicia Florrick

Lockhart/Gardner LLP
Exchange House
Primose Street, Westerland, Vale.

For the Respondent

Louis Canning, QC
Cary Agos,
Rahm Emanuel

Canning/Agos LLP
Lester B, Pearson Building
125 Sussex Drive, Rafflesia

1
Pursuant to the Procedural Order No. 1 dated 20 April 2020 issued by the
Arbitral Tribunal, the parties hereby agree on the list of issues below:

Security for Costs and Early Dismissal

1. Whether the Respondent’s application for Security for Costs should be

granted.

2. Whether the Respondent’s application for Early Dismissal pursuant to

Rule 26 of the Investment Arbitration Rules of the Singapore International
Arbitration Centre (1st Edition, 1 January 2017) should be granted.

Disclosure of details of third-party funding

3. Whether an order for disclosure of the details of the third funding,

including the extent and the terms of the third party funding, be granted.

Merits of the Dispute

4. Whether the Respondent has breached Article 3 of the Agreement between

the Government of the Republic of Zinnia and the Government of the
Republic of Rafflesia for the Promotion and Protection of Investments
dated 6 January 2020 (“BIT”) by failing to accord fair and equitable
treatment to the alleged investments of the Claimant.

5. Whether the Respondent has breached Article 5 of the BIT by

expropriating the Claimant’s alleged investment.

6. Whether damages should be awarded to the Claimant in respect of losses

as a result of Rafflesia’s breaches of the BIT (if upheld), in an amount to be
quantified by the Tribunal.