Common use of Governing Law; Mediation & Arbitration Clause in Contracts

Governing Law; Mediation & Arbitration. This Agreement shall be governed by and construed in accordance with the Substantive Laws of Switzerland, without giving effect to their conflicts of law principles. For any disputes between the Parties relating to Intellectual Property matters as provided herein or that may otherwise arise between the Parties under this Agreement or in the Alliance, the Parties may, in the first instance, without prejudice to any other proceedings, seek to settle any dispute arising out of or in connection with the present contract in accordance with the International Chamber of Commerce (the “ICC”) ADR Rules (the “ICC ADR Rules”). The Parties shall jointly appoint a sole intellectual property mediator who is a nationally recognized expert in intellectual property matters to adjudicate such disputes. Failing the joint appointment, the mediator shall be chosen by the ICC. Each Party may be represented by counsel at the mediation, but each Party must attend through an officer having authority to agree to a settlement at the mediation. The mediation session shall occur in Zurich, Switzerland, and shall extend no longer than a single day. Statements or offers made at the mediation session shall not be admissible in any later arbitration hearing. Each Party shall bear its own fees and expenses, including payments to its own chosen experts, and an equal share of the expenses and fees of the mediator and the ICC. The Parties, their representatives, other participants and the mediator shall hold the existence, content and result of the mediation in confidence. Any disputes arising out of or in connection with this Agreement shall exclusively and finally be settled under the Rules of Arbitration (the “ICC Rules”) of the International Chamber of Commerce (the “ICC”) The arbitral tribunal determining any dispute shall be comprised of three arbitrators. Each Party to a dispute shall designate one arbitrator. If a Party fails to designate an arbitrator within a reasonable period, the ICC shall designate an arbitrator for such Party. The two arbitrators designated by the Parties to a dispute (or, if applicable, the ICC) shall designate a third arbitrator. In the event that the two arbitrators designated by the Parties to a dispute (or, if applicable, the ICC) are unable to agree upon a third arbitrator within a reasonable period, the third arbitrator shall be selected in accordance with the ICC Rules by the ICC. The language of the arbitration shall be in English, and the place of the arbitration of any dispute shall be held in Zurich, Switzerland or any other venue as agreed upon by the Parties to such a dispute. If neither the Parties nor the arbitral tribunal can agree upon procedures, the arbitration shall be conducted in accordance with the ICC’s procedures. The hearings and taking of evidence of any dispute may be conducted at any locations that will, in the judgment of the arbitral tribunal, result in a speedy, efficient and just resolution of such dispute. The Parties to any dispute shall use their reasonable best efforts to cooperate with each other and the arbitral tribunal in order to obtain a resolution as quickly as possible, including by adopting the ICC’s “fast-track” procedure (as provided for in Article 32(1) of the ICC Rules) if appropriate. Notwithstanding the above, each Party acknowledges that its breach of the Agreement may cause irreparable damage to the other Party and hereby agrees that without prejudice to the before mentioned the other Party shall be entitled to seek injunctive relief under this Agreement for such breach.

Governing Law; Mediation & Arbitration. This Agreement shall be governed by and construed in accordance with the Substantive Laws State of SwitzerlandDelaware, without giving effect to their conflicts of law principles. For any disputes between the Parties relating to Intellectual Property matters as provided herein or that may otherwise arise between the Parties under this Agreement or in the Alliance, the Parties may, in shall have the option to first instance, without prejudice resort to any other proceedings, seek to settle any dispute arising out of or in connection with the present contract mediation in accordance with the International Chamber Commercial Mediation Procedures of Commerce the American Arbitration Association (the “ICC”) ADR Rules (the “ICC ADR RulesAAA”). The Parties shall jointly appoint a sole intellectual property mediator who is a nationally recognized expert in intellectual property matters to adjudicate such disputes. Failing the joint appointment, the mediator shall be chosen by the ICCAAA. Each Party may be represented by counsel at the mediation, but each Party must attend through an officer having authority to agree to a settlement at the mediation. The mediation session shall occur in ZurichNew York City, SwitzerlandNew York, and shall extend no longer than a single day. Statements or offers made at the mediation session shall not be admissible in any later arbitration hearing. Each Party shall bear its own fees and expenses, including payments to its own chosen experts, expenses and an equal share of the expenses and fees of the mediator and the ICCfees of the AAA. The Parties, their representatives, other participants and the mediator shall hold the existence, content and result of the mediation in confidence. Any disputes arising out of or in connection with this Agreement shall exclusively and finally be settled under the International Chamber of Commerce Rules of Arbitration (the “ICC Rules”) of the International Chamber of Commerce (the “ICC”) ). The arbitral tribunal determining any dispute shall be comprised of three arbitrators. Each Party to a dispute shall designate one arbitrator. If a Party fails to designate an arbitrator within a reasonable period, the ICC shall designate an arbitrator for such Party. The two arbitrators designated by the Parties to a dispute (or, if applicable, the ICC) shall designate a third arbitrator. In the event that the two arbitrators designated by the Parties to a dispute (or, if applicable, the ICC) are unable to agree upon a third arbitrator within a reasonable period, the third arbitrator shall be selected in accordance with the ICC Rules by the ICC. The language of the arbitration shall be in English, and the place of the arbitration of any dispute shall be held in ZurichWilmington, Switzerland Delaware or any other venue as agreed upon by the Parties to such a dispute. If neither the Parties nor the arbitral tribunal can agree upon procedures, the arbitration shall be conducted in accordance with the ICC’s procedures. The hearings and taking of evidence of any dispute may be conducted at any locations that will, in the judgment of the arbitral tribunal, result in a speedy, efficient and just resolution of such dispute. The Parties to any dispute shall use their reasonable best efforts to cooperate with each other and the arbitral tribunal in order to obtain a resolution as quickly as possible, including by adopting the ICC’s “fast-track” procedure (as provided for in Article 32(1) of the ICC Rules) if appropriate. Notwithstanding any provision of this Agreement to the contrary, this Item D.9 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Item D.9, including the ICC Rules, shall be invalid or unenforceable under the Delaware Arbitration Act or other applicable law, such invalidity shall not invalidate all of this Item D.9. In that case, this Item D.9 shall be construed so as to limit any term or provision so as to make it valid or enforceable within the requirements of the Delaware Arbitration Act or other applicable law, and, in the event such term or provision cannot be so limited, this Item D.9 shall be construed to omit such invalid or unenforceable provision. Notwithstanding the above, each Party acknowledges that its breach of the Agreement may cause irreparable damage to the other Party and hereby agrees that without prejudice to the before mentioned the other Party shall be entitled to seek injunctive relief under this Agreement for such breach.