Common use of Applicable Law; Dispute Resolution Clause in Contracts

Applicable Law; Dispute Resolution. This Proxy Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflict of laws. The parties agree that irreparable damage would occur in the event any of the provisions of this Proxy Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms and provisions of this Proxy Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware, in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief. Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware in the event any dispute arises out of this Proxy Agreement or the transactions contemplated by this Proxy Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreement in any court other than the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware, and (d) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth below the signature of such party or to such address as subsequently modified by written notice given in accordance with Section 2.05.

Applicable Law; Dispute Resolution. (a) This Proxy Agreement shall be governed by and construed in accordance with and governed by the laws Laws of the State of Delaware (including in respect of the statute of limitations or other limitations period applicable to any state Law claim, controversy or dispute) that apply to agreements made and performed entirely within the State of Delaware, without regard to principles the conflicts of conflict law provisions thereof or of lawsany other jurisdiction. The Each party agrees and acknowledges that the application of the Laws of the State of Delaware is reasonable and appropriate based upon the parties’ respective interests and contacts with the State of Delaware. Each of the parties agree waives any right or interest in having the Laws of any other state, including specifically, state law regarding the statute of limitation or other limitations period, apply to any party’s state Law claim, controversy or dispute which in any way arises out of or relates to this Agreement or the transactions contemplated hereby. (b) Subject to the alternative dispute mechanisms expressly set forth in Section 8.6, each party irrevocably agrees that irreparable damage would occur in the event any Action arising out of or relating to this Agreement or any of the provisions of this Proxy Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto transactions contemplated hereby shall be entitled to an injunction or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms brought and provisions of this Proxy Agreement exclusively determined in the Court of Chancery or other federal or state courts of the State of Delaware, in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief. Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware in the event any dispute arises out of this Proxy Agreement or the transactions contemplated by this Proxy Agreement, (b) agrees that it shall not attempt to deny or defeat and each such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it party shall not bring any action Action arising out of or relating to this Proxy Agreement or any of the transactions contemplated by this Proxy Agreement hereby in any court other than the Court of Chancery oraforesaid court), and each party hereby irrevocably submits with regard to any such Action for itself and in respect to its property, generally and unconditionally, to the extent that the Delaware Court of Chancery declines to exercise exclusive jurisdiction over the matter, other federal or state courts of the State of Delawareaforesaid courts. Each party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such Action: (di) each any claim that it is not personally subject to the jurisdiction of the parties irrevocably consents above-named court for any reason other than the failure to lawfully serve process; (ii) that it or its property is exempt or immune from jurisdiction of such court or from any legal process commenced in such court (whether through service of process notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (iii) that (A) such Action in any such court is brought in an inconvenient forum; (B) the venue of such Action is improper; and (C) this Agreement, the transactions contemplated hereby or the subject matter hereof or thereof, may not be enforced in or by such court. (c) In the event any Action is commenced by any Person (the “Claiming Party”) to enforce its rights under this Agreement against any other Person (the “Defending Party”), if the Defending Party is the prevailing party in such Action, all fees, costs and expenses, including reasonable attorneys’ fees and court costs, incurred by the Defending Party in such Action will be reimbursed by the Claiming Party; provided, however, that if the Defending Party prevails in part, and loses in part, in such Action, the court, arbitrator or other adjudicator presiding over such Action will award a reputable overnight mail delivery servicereimbursement of the fees, signature requestedcosts and expenses incurred by the Defending Party on an equitable basis; provided, further, that if Defending Party is deemed to have prevailed by virtue of claims being voluntarily reduced, the equitable adjustment shall take into account the proportion of the amount of Losses actually paid relative to the address set forth below amount of Losses alleged or sought. For purposes hereof, and without limitation, the signature of Defending Party will be deemed to have prevailed in any Action described in the immediately preceding sentence if the Claiming Party commences any such party Action and: (i) such underlying claim(s) are subsequently dropped or to voluntarily dismissed or voluntarily reduced; and/or (ii) the Defending Party defeats any such address as subsequently modified by written notice given in accordance with Section 2.05claim(s).

Applicable Law; Dispute Resolution. This Proxy (a) The validity, interpretation and performance of this Agreement and any dispute arising or connected with this Agreement shall be governed by, construed and enforced in accordance with and governed by the laws of the State of Delaware without regard to California, USA, notwithstanding the actual residence of the Parties, the choice of law principles of conflict California or the choice of lawslaw principles of any other jurisdiction. The parties agree that irreparable damage would occur in Consultant hereby submits to the event any jurisdiction of the provisions U.S. District Court for the Northern District of California and the California State Courts serving Santa Cxxxx County, USA. (b) Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach or termination of this Proxy Agreement were not performed (excluding enforcement of Articles 6 and 7 as provided below) shall be settled by arbitration in accordance with the terms hereof rules of the American Arbitration Association then in effect. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. In any arbitration pursuant to this section, the award shall be rendered by a majority of the members of a board of arbitration consisting of three members, one being appointed by each Party and the third being appointed by mutual agreement of the two arbitrators appointed by the Parties. The place of arbitration shall be Palo Alto, California, USA. (c) The obligations provided under Articles 6 and 7 of this Agreement are acknowledged as necessary and reasonable in order to protect Connetics and its business, and Consultant expressly agrees that such damage monetary damages would not be adequately compensable in monetary damagesinadequate to compensate Connetics for the breach thereof. Accordingly, the parties hereto shall be entitled Consultant agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to an injunction or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms Connetics and provisions of this Proxy Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delawarethat, in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectlythat may be available, in opposition to another party seeking relief. Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in equity or otherwise, Connetics shall be entitled to obtain injunctive relief against the case any other party seeks to enforce breach or threatened breach by Consultant of Articles 6 or 7, without the terms by way necessity of equitable relief. Furthermore, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware in the event any dispute arises out of this Proxy Agreement or the transactions contemplated by this Proxy Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreement in any court other than the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware, and (d) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth below the signature of such party or to such address as subsequently modified by written notice given in accordance with Section 2.05proving actual damages.

Applicable Law; Dispute Resolution. This Proxy Agreement shall be governed by and construed in accordance with and governed by the laws of the State of Delaware without regard Texas, USA, excluding applicable conflict-of-law rules or principles. All claims and matters in question arising out of or relating to principles this Agreement, Employee's employment or separation from employment with the Company or the relationship between the Parties otherwise (and including any claim against any Company Releasee or affiliate of conflict of lawseither Party), whether sounding in contract, tort or otherwise, and including statutory claims to the extent permitted by law, shall be resolved solely and exclusively by non­ appealable binding arbitration in Houston, Texas, pursuant to the Federal Arbitration Act, 9 U.S.C. § I et. seq. THE PARTIES UNDERSTAND THAT THIS MEANS THAT THEY EACH WAIVE ANY RIGHT TO TRIAL BY JURY OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EMPLOYEE'S EMPLOYMENT OR SEPARATION FROM EMPLOYMENT WITH THE COMPANY OR THE RELATIONSHIP BETWEEN THE PARTIES OTHERWISE (AND INCLUDING ANY CLAIM AGAINST ANY COMPANY RELEASEE OR AFFILIATE OF EITHER PARTY). The parties arbitration shall be administered by the American Arbitration Association (the "AAA") and, except as otherwise lawfully modified by this Section 5.5, pursuant to the rules which address employment proceedings. There shall be one arbitrator. Each Party shall designate a representative, who need not be neutral, within 30 days of receiving notification of the filing with the AAA of a demand for arbitration. The two representatives so designated shall elect an arbitrator from a panel of independent arbitrators proposed by the AAA. If either Party fails to designate a representative within the time specified or the two parties' representatives fail to designate an arbitrator within 30 days of their appointments, the arbitrator shall be appointed by the AAA. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim or the matter would be barred by applicable statutes of limitation. The Parties agree that irreparable damage would occur all documents considered relevant by the submitting Party shall be submitted with the respective statement of claim/defense, and any counterclaim/reply. Neither Party may compel the other to produce additional documents or cooperate in additional discovery. However, the arbitrator shall have discretion, on the arbitrator's own motion or at the request of a Party, to request the submission of additional documents for the arbitral tribunal. Each Party shall bear its own costs and expenses associated with the arbitration proceedings, regardless of the outcome of the arbitration proceedings. The arbitrator shall have no authority to award consequential, special, treble, exemplary, incidental, indirect or punitive damages of any type under any circumstances, regardless of whether such damages may be available under applicable law; provided, that in the event a court determines that the foregoing express waiver of damages is invalid or unenforceable, then the arbitrator, and not a court, shall determine if consequential, special, treble, exemplary, incidental, indirect or punitive damages shall be awarded. Except as required by applicable law, all arbitration proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential, subject to the last sentence of this Section 5.5. The arbitrator, upon motion of either Party, shall grant summary judgment in favor of such Party as to any of claim or counterclaim or portion thereof that would be subject to summary judgment under the federal summary judgment standard for that claim or counterclaim. The arbitrator shall have the authority to grant specific performance and other injunctive or equitable relief. Either Party shall have the right to apply to a court to obtain an injunction to enforce the provisions of this Proxy Agreement were not performed Section 5.5 or to seek a temporary restraining order, preliminary injunction or other provisional relief to maintain the status quo or in accordance with aid of or pending the terms hereof application or enforcement of this Section 5.5. The Parties agree that, subject to the last sentence of this Section 5.5, injunctive relief obtained from a court can be effective only for the duration of any arbitration proceeding, and that such damage would not be adequately compensable in monetary damages. Accordingly, only the parties hereto shall be entitled arbitrator has the authority to an injunction determine the merits of any claim or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms and provisions of this Proxy Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware, in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief. Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware in the event any dispute arises matter arising out of or relating to this Proxy Agreement or the transactions contemplated relationship between the Parties created by this Proxy Agreement, (b) agrees . The Parties agree that it the arbitrator shall not attempt have the authority to deny determine his or defeat such personal her jurisdiction by motion or other request for leave from to hear any such court, (c) agrees that it shall not bring any action relating to this Proxy Agreement claim or the transactions contemplated by this Proxy Agreement matter. The arbitrator's final decision and award may be entered as a judgment in any court other than the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware, and (d) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth below the signature of such party or to such address as subsequently modified by written notice given in accordance with Section 2.05competent jurisdiction.

Applicable Law; Dispute Resolution. This Proxy Agreement Agreement, all documents provided for herein and the rights and obligations of the parties hereto shall be construed in accordance with and governed by the laws of the State of Delaware without regard Delaware. Any controversy, dispute, or claim of any nature arising out of, in connection with, or in relation to principles the interpretation, performance, enforcement or breach of conflict this Agreement or the Pledge Documents, including any claim based on contract, tort or statute (collectively, a “Dispute”), that cannot be resolved by the parties within thirty (30) days shall first be submitted to mediation between the parties. In the event that such mediation does not resolve the Dispute within ten (10) business days, the Dispute shall be resolved at the written request of lawsany party to this Agreement by binding arbitration using applicable arbitration procedures of JAMS located in San Diego, California pursuant to California law. The parties agree that irreparable damage would occur shall attempt to designate one arbitrator from JAMS. If they are unable to do so within thirty (30) days after written demand therefor, then JAMS shall designate an arbitrator. The arbitration shall be final and binding, and enforceable in any court of competent jurisdiction. The arbitrator shall award attorneys’ fees (including those of in-house counsel) and costs to the prevailing party and charge the cost of arbitration to the party which is not the prevailing party. Notwithstanding anything to the contrary contained herein, this Section 16 shall not prevent any party from seeking and obtaining equitable relief on a temporary or permanent basis, including, without limitation, a temporary restraining order, a preliminary or permanent injunction or similar equitable relief, from a court of competent jurisdiction located in the event State of California (to which all parties hereto consent to venue and jurisdiction) by instituting a legal action or other court proceeding in order to protect or enforce the rights of such party under this Agreement or the Pledge Documents or to prevent irreparable harm and injury. The court’s jurisdiction over any of such equitable matter, however, shall be expressly limited only to the provisions of temporary, preliminary, or permanent equitable relief sought; all other claims initiated under this Proxy Agreement were not performed between the parties hereto shall be determined through final and binding arbitration in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms and provisions of this Proxy Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware, in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief. Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware in the event any dispute arises out of this Proxy Agreement or the transactions contemplated by this Proxy Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreement in any court other than the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware, and (d) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth below the signature of such party or to such address as subsequently modified by written notice given in accordance with Section 2.0516.

Applicable Law; Dispute Resolution. This Proxy Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflict of laws. The parties agree that irreparable damage would occur in the event any of the provisions of this Proxy Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms and provisions of this Proxy Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware, in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief. Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents A Party shall not commence litigation against another Party unless it first gives written notice to submit such other Party setting forth the nature of the dispute. The Parties shall attempt in good faith to resolve the dispute by mediation with a mediator selected by mutual agreement of the Parties. If the Parties cannot agree on the selection of a mediator within twenty days after delivery of such notice, or if the dispute has not been resolved by mediation as provided herein within sixty days after the delivery of such notice, then either Party may commence a Proceeding. (b) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY PRINCIPLE OF CONFLICT OF LAW THAT WOULD LEAD TO THE APPLICATION OF ANY LAW TO THE INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT OTHER THAN THE LAW OF THE STATE OF NEW YORK. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY AND STATE OF NEW YORK. (c) Each Party irrevocably waives, to the fullest extent permitted by law, any objection it may now have or hereafter acquire to the laying of venue of any such suit, action or proceeding brought in any such court and any such claim it may now have or hereafter acquire that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. Each Party hereby irrevocably accepts and submits itself to the exclusive personal jurisdiction of the Court of Chancery oraforesaid courts in any such suit, to action or proceeding and agrees that final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such Party and may be enforced in any competent court by a suit upon judgment. Each Party hereby irrevocably waives for the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts benefit of the State other Party any right of Delaware immunity such Party now has or may hereafter acquire from service of process or the jurisdiction of any court referred to above in the event connection with any dispute arises suit, action or proceeding arising out of or relating to such Party’s obligations under this Proxy Agreement or the transactions contemplated by this Proxy Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreement in any court other than the Court execution of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware, and judgment resulting therefrom. (d) each of Each Party hereby waives any right to a trial by jury in any action or proceeding to enforce or defend any rights under this Agreement and any amendment, instrument, document or agreement delivered or which may in the parties irrevocably consents to service of process by future be delivered in connection herewith, and agrees that any such action or proceeding shall be tried before a reputable overnight mail delivery service, signature requested, to the address set forth below the signature of such party or to such address as subsequently modified by written notice given in accordance with Section 2.05court and not a jury.

Applicable Law; Dispute Resolution. This Proxy Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflict of laws. The parties agree that irreparable damage would occur in the event any of the provisions of this Proxy Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms and provisions of this Proxy Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware, in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief. Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware in the event any dispute arises out of this Proxy Agreement or the transactions contemplated by this Proxy Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreement in any court other than the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware, and (d) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth below the signature of such party or to such address as subsequently modified by written notice given in accordance with Section 2.05Subsection 5.8.

Applicable Law; Dispute Resolution. This Proxy Agreement Agreement, all documents provided for herein and the rights and obligations of the parties hereto shall be construed in accordance with and governed by the laws of the State of Delaware without regard Delaware. Any controversy, dispute, or claim of any nature arising out of, in connection with, or in relation to principles the interpretation, performance, enforcement or breach of conflict this Agreement or the Pledge Documents, including any claim based on contract, tort or statute (collectively, a “Dispute”), that cannot be resolved by the parties within thirty (30) days shall first be submitted to mediation between the parties. In the event that such mediation does not resolve the Dispute within ten (10) business days, the Dispute shall be resolved at the written request of lawsany party to this Agreement by binding arbitration using applicable arbitration procedures of JAMS located in San Diego, California pursuant to California law. The parties agree that irreparable damage would occur shall attempt to designate one arbitrator from JAMS. If they are unable to do so within thirty (30) days after written demand therefor, then JAMS shall designate an arbitrator. The arbitration shall be final and binding, and enforceable in any court of competent jurisdiction. The arbitrator shall award attorneys' fees (including those of in-house counsel) and costs to the prevailing party and charge the cost of arbitration to the party which is not the prevailing party. Notwithstanding anything to the contrary contained herein, this Section 16 shall not prevent any party from seeking and obtaining equitable relief on a temporary or permanent basis, including, without limitation, a temporary restraining order, a preliminary or permanent injunction or similar equitable relief, from a court of competent jurisdiction located in the event state of California (to which all parties hereto consent to venue and jurisdiction) by instituting a legal action or other court proceeding in order to protect or enforce the rights of such party under this Agreement or the Pledge Documents or to prevent irreparable harm and injury. The court's jurisdiction over any of such equitable matter, however, shall be expressly limited only to the provisions of temporary, preliminary, or permanent equitable relief sought; all other claims initiated under this Proxy Agreement were not performed between the parties hereto shall be determined through final and binding arbitration in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms and provisions of this Proxy Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware, in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief. Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware in the event any dispute arises out of this Proxy Agreement or the transactions contemplated by this Proxy Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreement in any court other than the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware, and (d) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth below the signature of such party or to such address as subsequently modified by written notice given in accordance with Section 2.0516.

Applicable Law; Dispute Resolution. (a) This Proxy Agreement shall in all events and for all purposes be governed by, construed in accordance with, the law of The Commonwealth of Massachusetts without regard to any choice of law principle that would dictate the application of the law of another jurisdiction. (b) Except for the right of either party to apply to a court of competent jurisdiction for injunctive relief as provided in Section 13.6 above, any and all claims, disputes or controversies arising under, out of, or in connection with the Agreement, including any dispute relating to patent validity or infringement, which the parties shall be unable to resolve within sixty (60) days shall be mediated in good faith. The party raising such dispute shall promptly advise the other party of such claim, dispute or controversy in a writing which describes in reasonable detail the nature of such dispute. By not later than five (5) business days after the recipient has received such notice of dispute, each party shall have selected for itself a representative who shall have the authority to bind such party, and shall additionally have advised the other party in writing of the name and title of such representative. By not later than ten (10) business days after the date of such notice of dispute, the party against whom the dispute shall be raised shall select a mediation firm in the Boston area and such representatives shall schedule a date with such firm for a mediation hearing. The parties shall enter into good faith mediation and shall share the costs equally. If the representatives of the parties have not been able to resolve the dispute within fifteen (15) days after such mediation hearing, the parties shall have the right to pursue any other remedies legally available to resolve such dispute in either the Courts of the Commonwealth of Massachusetts or in the United States District Court for the District of Massachusetts, to whose jurisdiction for such purposes Licensor and Licensee each hereby irrevocably consents and submits. (c) Notwithstanding the foregoing, nothing in this Article shall be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflict of laws. The parties agree that irreparable damage would occur in the event any of the provisions of this Proxy Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms and provisions of this Proxy Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware, in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief. Each of the parties hereto agrees to waive any bonding requirement rights or timely performance of any obligations existing under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware in the event any dispute arises out of this Proxy Agreement or the transactions contemplated by this Proxy Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreement in any court other than the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware, and (d) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth below the signature of such party or to such address as subsequently modified by written notice given in accordance with Section 2.05.

Applicable Law; Dispute Resolution. This Proxy Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflict of laws. The parties agree that irreparable damage would occur in the event any of the provisions of this Proxy Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms and provisions of this Proxy Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware, in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief. Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents Prior to submit commencing litigation for any dispute other than a dispute relating to allegations of the disclosure or use of Confidential Information, the Parties must have complied with the Dispute Resolution Procedures set forth in Section 14. (b) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY AND STATE OF NEW YORK. (c) Each Party irrevocably waives, to the fullest extent permitted by law, any objection it may now have or hereafter acquire to the laying of venue of any such suit, action or proceeding brought in any such court and any such claim it may now have or hereafter acquire that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. Each Party hereby irrevocably accepts and submits itself to the exclusive personal jurisdiction of the Court of Chancery oraforesaid courts in any such suit, to action or proceeding and agrees that final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such Party and may be enforced in any competent court by a suit upon judgment. Each Party hereby irrevocably waives for the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts benefit of the State other Party any right of Delaware immunity such Party now has or may hereafter acquire from service of process or the jurisdiction of any court referred to above in the event connection with any dispute arises suit, action or proceeding arising out of or relating to such Party’s obligations under this Proxy Agreement or the transactions contemplated by this Proxy Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreement in any court other than the Court execution of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware, and judgment resulting therefrom. (d) each of Each Party hereby waives any right to a trial by jury in any action or proceeding to enforce or defend any rights under this Agreement and any amendment, instrument, document or agreement delivered or which may in the parties irrevocably consents to service of process by future be delivered in connection herewith, and agrees that any such action or proceeding shall be tried before a reputable overnight mail delivery service, signature requested, to the address set forth below the signature of such party or to such address as subsequently modified by written notice given in accordance with Section 2.05court and not a jury.

Applicable Law; Dispute Resolution. This Proxy Agreement shall be governed by, and construed in accordance with and governed by with, the laws of the State of Delaware Delaware, without regard giving effect to principles any choice of law or conflict of laws. The parties agree that irreparable damage would occur in the event any law rules or provisions (whether of the provisions State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Except as set forth in Schedule 3 hereto, any dispute or action (whether sounding in contract, tort, equity or otherwise) against, arising out of or relating to this Proxy Agreement were not performed in accordance with or the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto transactions contemplated hereby shall be entitled to an injunction or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms brought solely and provisions of this Proxy Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware, in addition to ; provided that if (and only after) such courts determine that they lack subject matter jurisdiction over any other remedies at law such dispute or in equity, and each party agrees it will not take any action, directly legal action shall be brought in the Federal courts of the United States located in the State of Delaware; provided, further that if (and only after) both the Court of Chancery of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such dispute or indirectlyaction, such action shall be brought in opposition to another party seeking reliefthe United States District Court for the Southern District of New York. Each of the parties hereto agrees that a final judgment (subject to waive any bonding requirement under appeals therefrom) in any applicable law, such dispute or action shall be conclusive and may be enforced in other jurisdictions by suit on the case judgment or in any other manner provided by law. Each party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents to submit itself hereby irrevocably submits to the exclusive personal jurisdiction of the Court such courts in respect of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal any legal dispute or state courts of the State of Delaware in the event any dispute arises action arising out of or relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreementhereby, (b) agrees that and hereby irrevocably and unconditionally waives, to the fullest extent it shall not attempt may legally and effectively do so, any objection which it may now or hereafter have to deny the laying of venue of any dispute or defeat such personal jurisdiction by motion action arising out of or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreement hereby in any such court other than in accordance with the Court provisions of Chancery orthis paragraph. Each of the parties hereto hereby irrevocably waives, to the fullest extent that permitted by law, the Delaware Court defense of Chancery declines an inconvenient forum to exercise jurisdiction over the matter, other federal or state courts maintenance of the State of Delaware, and (d) each such action in any such court. Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 13(a) above. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by a reputable overnight mail delivery service, signature requested, to the address set forth below the signature of such party or to such address as subsequently modified by written notice given in accordance with Section 2.05Law.