Common use of Governing Law and Arbitration Clause in Contracts

Governing Law and Arbitration. This Agreement will be governed by, and construed in accordance with, the substantive laws of the Commonwealth of Massachusetts and the patent laws of the United States, in each case without giving effect to any choice or conflict of law provision. Any arbitration of a Dispute shall be conducted by the American Arbitration Association (“AAA”) under its rules of arbitration then in effect, except as modified in this Agreement. The arbitration shall be conducted in the English language, by a single arbitrator. If the Parties are unable to agree on an arbitrator, the arbitrator shall be selected in accordance with the AAA rules, or if the AAA rules do not provide for such selection, by the chief executive of AAA. At either Party’s election, the arbitrator shall engage an independent expert with experience in the subject matter of the Dispute to advise the arbitrator, but final decision making authority shall remain in the arbitrator. The arbitrator shall determine what discovery will be permitted, consistent with the goal of reasonably controlling the cost and time that the Parties must expend for discovery, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the Dispute. The Parties and the arbitrator shall use reasonable efforts to complete any such arbitration within [**]. The Parties agree that the decision of the arbitrator shall be the binding remedy between them regarding the Dispute presented to the arbitrator, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Unless otherwise agreed by the Parties, the arbitration proceedings shall be conducted in Boston, Massachusetts. The Parties shall share equally the cost of the arbitration filing and hearing fees, the cost of an independent expert retained by the arbitrator and the cost of the arbitrator and administrative fees of AAA. Each Party shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expenses. Each Party agrees not to commence any legal proceedings based upon or arising out of this Agreement in a court of law, except that a Party may seek a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss or damage on a provisional basis, pending the selection of the arbitrator or pending the arbitrator’s determination of the merits of any Dispute pursuant to this Section 16.8.

Governing Law and Arbitration. This Agreement will and all matters related thereto shall be governed by, by and construed in accordance with, interpreted under the substantive laws of the Commonwealth State of Massachusetts and the patent laws New York. The Parties shall engage in good faith consultation to resolve any dispute arising out of the United States, or in each case without giving effect to any choice or conflict of law provision. Any arbitration of a Dispute shall be conducted by the American Arbitration Association (“AAA”) under its rules of arbitration then in effect, except as modified in connection with this Agreement. The arbitration shall be conducted in Such consultation will begin immediately after one Party has delivered to the English language, by other party a single arbitratorrequest for consultation. If the Parties are unable dispute cannot be resolved within [***] following the date on which the request for consultation is delivered, then either Party may submit the dispute to agree on an arbitratorthe Judicial Arbitration and Mediation Services, the arbitrator shall Inc. (“JAMS”) for arbitration to be selected conducted in accordance with the AAA rules, or if JAMS rules then in effect at the AAA rules do not provide for such selection, time of submission. Unless otherwise mutually agreed upon by the chief executive of AAA. At either Party’s electionParties, the arbitrator shall engage an independent expert with experience in the subject matter place of arbitration will be New York, New York. The official language of the Dispute arbitration will be English. The tribunal will consist of one arbitrator to advise be appointed in accordance with the arbitrator, but final decision making authority JAMS rules. The Parties agree that they shall remain in share equally the arbitratorcost of the arbitration filing and hearing fees and the cost of the arbitrator and administrative fees of JAMS. Each Party shall bear its own costs and attorneys’ fees and associated costs and expenses. The arbitrator shall determine what discovery will be permitted, consistent with the goal of reasonably controlling limiting the cost and time that which the Parties must expend for discovery, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution to the matter. The arbitration proceedings will be confidential, and the arbitrators may issue appropriate protective orders to safeguard each Party’s Confidential Information. The arbitral award will be final and binding upon the Parties, and the Party to which the award is granted may apply to a court of competent jurisdiction for enforcement of the Disputeaward. The Parties Notwithstanding the foregoing, each Party has the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. If a Party asserted to be in breach under Section 8.3.1 above disputes that a material breach has occurred within the cure period for such breach, or a Party disputes in good faith the circumstances giving rise to a right of termination by the other Party, this Agreement shall not be terminated as a result of the disputed breach or such circumstances unless and the arbitrator shall use reasonable efforts to complete any until it has been determined in accordance with this Section 10.1 that this Agreement was materially breached or that such arbitration circumstances exist, and such breach or circumstances are not cured within [**]. The Parties agree that the decision of the arbitrator shall be the binding remedy between them regarding the Dispute presented to the arbitrator, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Unless otherwise agreed by the Parties, the arbitration proceedings shall be conducted in Boston, Massachusetts. The Parties shall share equally the cost of the arbitration filing and hearing fees, the cost of an independent expert retained by the arbitrator and the cost of the arbitrator and administrative fees of AAA. Each Party shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expenses. Each Party agrees not to commence any legal proceedings based upon or arising out of this Agreement in a court of law, except that a Party may seek a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss or damage on a provisional basis, pending the selection of the arbitrator or pending the arbitrator’s determination of the merits of any Dispute pursuant to this Section 16.8*] after such determination.

Governing Law and Arbitration. This Agreement will be governed by, and construed interpreted in accordance with, with the substantive laws law, not including conflicts of law principles, of the Commonwealth State of Massachusetts and Utah. Any dispute, claim or controversy arising out of or relating to this Agreement or the patent laws breach, termination, enforcement, interpretation or validity thereof, including the determination of the United Statesscope or applicability of this agreement to arbitrate, in each case without giving effect to any choice or conflict of law provision. Any will be finally settled by binding arbitration of a Dispute shall be conducted administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (the “AAARules”) under in effect on the date of the commencement of the arbitration, and applying the substantive law of the State of Utah, without reference to its rules laws relating to conflicts of arbitration then in effect, except as modified in this Agreementlaw. The arbitration shall will be conducted in the English languageCounty of New York, State of New York by a single arbitratorsole arbitrator appointed pursuant to the Rules. If The arbitrator(s) will deliver a reasoned written decision with respect to the Parties are unable dispute to agree on an arbitratoreach party, the arbitrator shall be selected who will promptly act in accordance with the AAA rules, or if the AAA rules do not provide for such selection, by the chief executive of AAA. At either Party’s election, the arbitrator shall engage an independent expert with experience in the subject matter of the Dispute to advise the arbitrator, but final decision making authority shall remain in the arbitratortherewith. The arbitrator shall determine what discovery prevailing party will be permittedentitled to recover its reasonable costs relating to that aspect of its claim or defense on which it prevails, consistent with the goal of reasonably controlling the cost including reasonable attorneys’ fees and time that the Parties must expend for discoverycosts, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the Disputeand any opposing costs awards will be offset. The Parties and the arbitrator shall use reasonable efforts to complete any such arbitration within [**]. The Parties agree that the decision award of the arbitrator shall will be final and binding on the binding remedy between them regarding the Dispute presented to the arbitratorparties, and judgment upon the award rendered by the arbitrator may be entered in on the award and enforced by any court of competent jurisdiction. Unless otherwise agreed by Notwithstanding the Partiesforegoing, the arbitration proceedings shall be conducted in Boston, Massachusetts. The Parties shall share equally the cost of the arbitration filing and hearing fees, the cost of an independent expert retained by the arbitrator and the cost of the arbitrator and administrative fees of AAA. Each Party shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expenses. Each Party agrees not to commence any legal proceedings based upon or arising out of this Agreement in a court of law, except that a Party either party may seek injunctive relief or other provisional remedies in aid of arbitration from a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order the event that such action is reasonably necessary (e.g., a Breach of Security). Each party hereby irrevocably and unconditionally consents to prevent immediate and irreparable injury, loss or damage on a provisional basis, pending service of process in the selection of the arbitrator or pending the arbitrator’s determination of the merits of manner provided for notices in Section 12.a for any Dispute pursuant to proceeding commenced under this Section 16.812.c. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES AGREES THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law and Arbitration. This Agreement will be governed by, and construed interpreted in accordance with, with the substantive laws law, not including conflicts of law principles, of the Commonwealth State of Massachusetts and Utah. Any dispute, claim or controversy arising out of or relating to this Agreement or the patent laws breach, termination, enforcement, interpretation or validity thereof, including the determination of the United Statesscope or applicability of this agreement to arbitrate, in each case without giving effect to any choice or conflict of law provision. Any will be finally settled by binding arbitration of a Dispute shall be conducted administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (the “AAARules”) under in effect on the date of the commencement of the arbitration, and applying the substantive law of the State of Utah, without reference to its rules laws relating to conflicts of arbitration then in effect, except as modified in this Agreementlaw. The arbitration shall will be conducted in the English languageCounty of New York, State of New York by a single arbitratorsole arbitrator appointed pursuant to the Rules. If The arbitrator(s) will deliver a reasoned written decision with respect to the Parties are unable dispute to agree on an arbitratoreach party, the arbitrator shall be selected who must promptly act in accordance with the AAA rules, or if the AAA rules do not provide for such selection, by the chief executive of AAA. At either Party’s election, the arbitrator shall engage an independent expert with experience in the subject matter of the Dispute to advise the arbitrator, but final decision making authority shall remain in the arbitratortherewith. The arbitrator shall determine what discovery prevailing party will be permittedentitled to recover its reasonable costs relating to that aspect of its claim or defense on which it prevails, consistent with the goal of reasonably controlling the cost including reasonable attorneys’ fees and time that the Parties must expend for discoverycosts, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the Disputeand any opposing costs awards will be offset. The Parties and the arbitrator shall use reasonable efforts to complete any such arbitration within [**]. The Parties agree that the decision award of the arbitrator shall will be final and binding on the binding remedy between them regarding the Dispute presented to the arbitratorparties, and judgment upon the award rendered by the arbitrator may be entered in on the award and enforced by any court of competent jurisdiction. Unless otherwise agreed by Notwithstanding the Partiesforegoing, the arbitration proceedings shall be conducted in Boston, Massachusetts. The Parties shall share equally the cost of the arbitration filing and hearing fees, the cost of an independent expert retained by the arbitrator and the cost of the arbitrator and administrative fees of AAA. Each Party shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expenses. Each Party agrees not to commence any legal proceedings based upon or arising out of this Agreement in a court of law, except that a Party either party may seek injunctive relief or other provisional remedies in aid of arbitration from a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order the event that such action is reasonably necessary (e.g., a Breach of Security). Each party hereby irrevocably and unconditionally consents to prevent immediate and irreparable injury, loss or damage on a provisional basis, pending service of process in the selection of the arbitrator or pending the arbitrator’s determination of the merits of manner provided for notices in Section 12(a) for any Dispute pursuant to proceeding commenced under this Section 16.812(c). TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES AGREES THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law and Arbitration. This The Agreement will is governed by and shall be governed by, and construed in accordance with, with the substantive laws of the Commonwealth State of Massachusetts New York with respect to contracts made and the patent laws of the United States, in each case to be performed entirely therein and without giving effect regard to any choice or conflict of law provisionor principles thereof. Any arbitration controversy or claim arising out of a Dispute or relating to the Agreement, or the breach thereof, shall be conducted settled by arbitration. Each Party shall appoint one non-neutral arbitrator. The two party arbitrators shall select a third arbitrator. If within 30 days after their appointment the two party arbitrators do not select a third arbitrator, the third arbitrator shall be selected by the American Arbitration Association (“AAA”) under its rules of arbitration then in effect, except as modified in this Agreement). The arbitration shall be conducted in New York, New York under the English languageAAA’s Commercial Arbitration Rules, by and the arbitrators shall issue a single arbitrator. If the Parties are unable to agree on an arbitrator, the arbitrator shall be selected in accordance with the AAA rules, or if the AAA rules do not provide for such selection, by the chief executive of AAA. At either Party’s election, the arbitrator shall engage an independent expert with experience in the subject matter of the Dispute to advise the arbitrator, but final decision making authority shall remain in the arbitratorreasoned award. The arbitrator shall determine what discovery will be permitted, consistent with the goal of reasonably controlling the cost arbitrators may award costs and time that the Parties must expend for discovery, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the Dispute. The Parties and the arbitrator shall use reasonable efforts to complete any such arbitration within [**]. The Parties agree that the decision of the arbitrator shall be the binding remedy between them regarding the Dispute presented attorneys’ fees to the arbitrator, and judgment upon prevailing Party. Judgment on the award rendered by the arbitrator arbitrators may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, any Party may proceed directly to a court of competent jurisdictionjurisdiction to enforce the terms of this Agreement for any claim in connection with (i) the non-payment of Fees or expenses due under this Agreement, or (ii) the non-performance of obligations under the Indemnification section of these Terms. Unless otherwise agreed by For the Partiespurposes of this paragraph, the arbitration proceedings shall be conducted Parties expressly consent to the jurisdiction of all Federal and state courts located in BostonNew York, MassachusettsNew York. The Parties shall share equally the cost In any court proceeding arising out of the arbitration filing and hearing feesthis Agreement, the cost of an independent expert retained Parties hereby waive any right to trial by the arbitrator and the cost of the arbitrator and administrative fees of AAAjury. Equitable Remedies. Each Party shall bear its own costs acknowledges and attorneys’ and witnesses’ fees and associated costs and expensesagrees that money damages alone may not be an adequate remedy for a breach of the Agreement. Each Party agrees not that the non-breaching Party shall have the right to commence any legal proceedings based upon or arising out of this Agreement in a court of law, except that a Party may seek a temporary restraining order or a preliminary and/or an injunction from for any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss or damage on a provisional basis, pending the selection breach of the arbitrator or pending the arbitrator’s determination of the merits of any Dispute pursuant to this Section 16.8Agreement.

Governing Law and Arbitration. This Agreement will and any disputes arising out of or relating do this Agreement (including its formation or termination) or Fluidigm’s goods software or related services (“Disputes”) shall be governed by, by and construed interpreted in accordance with, with the substantive laws of the Commonwealth State of Massachusetts New York, U.S.A. excluding choice of law provisions and excluding the patent laws United Nations Convention on Contracts for the International Sale of Goods. Fluidigm and Olink agree that any dispute or controversy arising out of or in connection with this Agreement shall be finally settled by binding arbitration under the extant rules of the United StatesInternational Centre for Dispute Resolution, by one (1) arbitrator appointed in each case without giving effect to accordance with such rules. The venue of any choice or conflict of law provision. Any such arbitration of a Dispute shall be conducted by the American Arbitration Association (“AAA”) under its rules of arbitration then in effect, except as modified in this AgreementNew York. The arbitration shall be conducted in English, and any written evidence originally in a language other than English shall be submitted in English translation accompanied by the English language, original or a true copy thereof. The decision and/or award rendered by a single arbitrator. If the Parties are unable to agree on an arbitrator, the arbitrator shall be selected in accordance with the AAA ruleswritten, or if the AAA rules do not provide for such selectionfinal and non-appealable, by the chief executive of AAA. At either Party’s election, the arbitrator shall engage an independent expert with experience in the subject matter of the Dispute to advise the arbitrator, but final decision making authority shall remain in the arbitrator. The arbitrator shall determine what discovery will be permitted, consistent with the goal of reasonably controlling the cost and time that the Parties must expend for discovery, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the Dispute. The Parties and the arbitrator shall use reasonable efforts to complete any such arbitration within [**]. The Parties parties agree that the decision and award of the arbitrator shall be the sole exclusive and binding remedy between them regarding any and all disputes controversies, claims and counterclaims property before the Dispute presented arbitrator. The parties agree that, any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award, punitive or exemplary damages against any party The costs of any arbitration, including administrative fees and fees of the arbitrator, shall be shared equally by the parties, and judgment upon each party shall bear the cost of its own attorneys’ and expert fees, provided that the arbitrator may at his or her discretion award rendered to the prevailing party the costs and expenses incurred by the prevailing party in connection with the arbitration proceeding. The decision and/or award of the arbitrator may be entered in any court of competent jurisdiction. Unless otherwise agreed by the Parties, the arbitration proceedings shall be conducted in Boston, Massachusetts. The Parties shall share equally the cost of the arbitration filing and hearing fees, the cost of an independent expert retained by the arbitrator and the cost of the arbitrator and administrative fees of AAA. Each Party shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expenses. Each Party agrees not to commence any legal proceedings based upon or arising out of this Agreement in a court of law, except that a Party may seek a temporary restraining order or a preliminary injunction from m any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss or damage on for a provisional basis, pending the selection judicial recognition of the arbitrator decision and applicable orders of enforcement (which may include, without limitation, permanent injunctive relief or orders for specific performance or for equitable relief), and either party may apply to any court of competent jurisdiction for appropriate restraining orders or temporary injunctive relief pending the arbitrator’s determination of the merits resolution of any Dispute pursuant arbitration proceeding. For avoidance of doubt, any such equitable remedies shall be cumulative and not exclusive and are in addition to any other remedies which either party may have under this Section 16.8Agreement or applicable law.

Governing Law and Arbitration. This Agreement will be governed by, and construed in accordance with, the substantive laws of the Commonwealth of Massachusetts and the patent laws of the United States, in each case without giving effect to any choice or conflict of law provision. Any arbitration of a Dispute shall be conducted administered by the American Arbitration Association (“AAA”) under its rules of arbitration Commercial Arbitration Rules then in effect, except as modified in this Agreement. The arbitration shall be conducted in the English language, by a single arbitrator. If the Parties are unable to agree on an arbitrator, the arbitrator shall be selected in accordance with the AAA rules, or if Commercial Arbitration Rules. Each Party shall have the AAA rules do not provide for such selection, by the chief executive of AAA. At either Party’s election, the arbitrator shall right to engage an independent expert with experience in the subject matter of the Dispute to advise the arbitrator, but final decision making authority shall remain in the arbitrator. The arbitrator shall determine what discovery will be permitted, including depositions, consistent with the goal of reasonably controlling the cost and time that the Parties must expend for discovery, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the DisputeDispute while allowing senior management of a Party sufficient access to discovery and expert reports such as to allow the Party’s senior management to assess the merits of the other Party’s positions to facilitate amicable resolution prior to a hearing on the merits and a final decision by the arbitrator, except for any discovery and expert reports that the producing Party believes in good faith are highly sensitive such that disclosure of the same to senior management of the other Party is substantially likely to cause injury to the producing Party. The Parties and the arbitrator shall use reasonable efforts to complete any such arbitration within [**]. The Parties agree that the decision of the arbitrator shall be the binding remedy between them regarding the Dispute presented to the arbitrator, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Unless otherwise agreed by the Parties, the arbitration proceedings shall be conducted in Boston, Massachusetts. The Parties shall share equally the cost of the arbitration filing and hearing fees, the cost of an independent expert retained by the arbitrator and the cost of the arbitrator and administrative fees of AAA. Each Party shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expenses. Each Party agrees not to commence any legal proceedings based upon or arising out of this Agreement in a court of law, except that a Party may seek a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss or damage on a provisional basis, pending the selection of the arbitrator or pending the arbitrator’s determination of the merits of any Dispute pursuant to this Section 16.815.8. All arbitration proceedings hereunder shall be confidential. Except as required by Applicable Law or the rules of a recognized stock exchange or automated quotation system applicable to the applicable Party, neither Party shall make (or instruct the arbitrator to make) any public announcement with respect to the proceedings or decision of the arbitrator without prior written consent of the other Party.

Governing Law and Arbitration. This Agreement will shall be governed by, by and construed and enforced in accordance with, with the substantive laws of the Commonwealth of Massachusetts and the patent laws of the United States, in each case without giving effect to any choice or conflict of law provisionMassachusetts. Any arbitration of a Dispute dispute arising under this Agreement shall be conducted by the American Arbitration Association (“AAA”) under its rules of arbitration then in effect, except as modified in this Agreementsettled exclusively through arbitration. The Such arbitration shall be conducted in the English language, by a single arbitrator. If the Parties are unable to agree on an arbitrator, the arbitrator shall be selected in accordance with the AAA rules, or if rules of the AAA rules do not provide for such selection, by the chief executive of AAA. At either Party’s election, the American Arbitration Association before a single arbitrator shall engage an independent expert with experience in the subject matter of the Dispute city to advise the arbitrator, but final decision making authority shall remain in the arbitratorbe determined by mutual agreement. The arbitrator shall determine what discovery will be permitted, consistent with the goal of reasonably controlling the cost and time that the Parties must expend for discovery, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the Dispute. The Parties and the arbitrator shall use reasonable efforts to complete any such arbitration within [**]. The Parties agree that the decision of the arbitrator shall be the final and binding remedy between them regarding the Dispute presented to the arbitrator, and judgment upon the award rendered by the arbitrator on both parties. Judgment may be entered on the award of the arbitrator in any court of competent having proper jurisdiction. Unless otherwise agreed You understand that, if you elect to revoke the Release attached hereto within seven (7) days after its execution, this Letter Agreement shall be null and void and each party will have all rights and obligations afforded them under the law as if this Letter Agreement had not been signed by the Partiesparties and as if the Release had never been signed by you. You agree, in the arbitration proceedings event of revocation of the Release, to immediately return any consideration received in support of said Release. This Agreement shall be conducted in Boston, Massachusettsbinding upon and inure to the benefit of you and Raytheon Company and each of your respective successors and assigns. The Parties shall share equally This Agreement sets forth the cost entire agreement and understandings of the arbitration filing parties and hearing feessupersedes all previous discussions, commitments or agreements. If you have any questions about this Agreement, please contact me. Sincerely, /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Date: January 17, 2015 GENERAL RELEASE I agree to accept the cost benefits and payments set forth in the Transition Agreement dated, January 15, 2015, as full satisfaction in all respects of an independent expert retained by the arbitrator any and all obligations of any kind which might otherwise be due me from Raytheon Company. I hereby specifically waive, remise, release and forever discharge Raytheon Company, its affiliates, subsidiaries, directors, officers, employees, agents and successors (hereinafter referred to as "Raytheon") from all manner of claims, liabilities, demands and causes of action, know or unknown, fixed or contingent, which I may have or claim to have against Raytheon as a result of my employment and the cost termination thereof, and do hereby covenant not to file or commence a lawsuit against Raytheon to assert any such claims. I understand that this General Release encompasses all claims arising under federal, state or local law, including but not limited to claims arising under any theory of wrongful discharge. This General Release is binding upon my successors, heirs, executors and administrators, but does not waive any rights or claims unrelated to this Agreement or my employment with Raytheon Company, and which occur subsequent to the date of my separation from Raytheon Company and the date this General Release is executed. I have read carefully and fully understand all the provisions of this General Release. I understand that I may consult with an attorney before executing this General Release. I acknowledge that this General Release sets forth the entire agreement between me and Raytheon with respect to additional consideration being provided to me and that I have not relied upon any representation or statement, written or oral, not set forth in this document. /s/ Xxx X. Xxxxxxxx (Signature) Date: January 15, 2015 Exhibit A RAYTHEON 2010 STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement, dated as of June 30, 2015 (the "Award Date") is between Raytheon Company (the "Company"), and Xxx X. Xxxxxxxx, an employee of the arbitrator and administrative fees Company or one of AAA. Each Party shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expenses. Each Party agrees not to commence any legal proceedings based upon or arising out of this Agreement in a court of law, except that a Party may seek a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss or damage on a provisional basis, pending the selection of the arbitrator or pending the arbitrator’s determination of the merits of any Dispute pursuant to this Section 16.8Affiliates ("you").

Governing Law and Arbitration. This Any dispute arising under this Agreement will shall be governed by, and construed referred to arbitration in London in accordance with, with the substantive laws provisions of the Commonwealth of Massachusetts and Arbitration Axx 0000, or any statutory modification or re-enactment thereof for the patent laws of time being in force save to the United States, in each case without giving extent necessary to give effect to any choice or conflict the provisions of law provision. Any arbitration of a Dispute shall be conducted by the American Arbitration Association (“AAA”) under its rules of arbitration then in effect, except as modified in this AgreementClause. The arbitration shall be conducted in accordance with the English languageLondon Maritime Arbitration Association (LMAA) terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators; one to be appointed by each of the parties hereto, and the third to be appointed by the two so chosen; their decision or that of any two of them shall be final. A party wishing to refer a single arbitratordispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the Parties are unable other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified the party referring a dispute to agree on an arbitratorarbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be selected binding on both parties as if he had been appointed by agreement. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. In case where neither the claim nor any counterclaim exceeds the sum of USD50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the AAA rules, or if LMAA Small Claim Procedure current at the AAA rules do not provide for such selection, by the chief executive of AAA. At either Party’s election, the arbitrator shall engage an independent expert with experience in the subject matter of the Dispute to advise the arbitrator, but final decision making authority shall remain in the arbitrator. The arbitrator shall determine what discovery will be permitted, consistent with the goal of reasonably controlling the cost and time that the Parties must expend for discovery, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the Dispute. The Parties and the arbitrator shall use reasonable efforts to complete any such arbitration within [**]. The Parties agree that the decision of the arbitrator shall be the binding remedy between them regarding the Dispute presented to the arbitrator, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Unless otherwise agreed by the Parties, when the arbitration proceedings shall be conducted in Boston, Massachusettsare commenced. The Parties shall share equally the cost of the arbitration filing and hearing fees, the cost of an independent expert retained by the arbitrator and the cost of the arbitrator and administrative fees of AAAOCEANSWIFT LTD. Each Party shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expensesCONTEST LTD. Each Party agrees not to commence any legal proceedings based upon or arising out of this Agreement in a court of law, except that a Party may seek a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss or damage on a provisional basis, pending the selection of the arbitrator or pending the arbitrator’s determination of the merits of any Dispute pursuant to this Section 16.8./s/ DXXXX XXXXXXX /s/ CXXXXXXXXXX X. XXXXXX

Governing Law and Arbitration. This Any dispute arising under this Agreement will shall be governed by, and construed referred to arbitration in London in accordance with, with the substantive laws provisions of the Commonwealth of Massachusetts and Arbitration Axx 0000, or any statutory modification or re-enactment thereof for the patent laws of time being in force save to the United States, in each case without giving extent necessary to give effect to any choice or conflict the provisions of law provision. Any arbitration of a Dispute shall be conducted by the American Arbitration Association (“AAA”) under its rules of arbitration then in effect, except as modified in this AgreementClause. The arbitration shall be conducted in accordance with the English languageLondon Maritime Arbitration Association (LMAA) terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators; one to be appointed by each of the parties hereto, and the third to be appointed by the two so chosen; their decision or that of any two of them shall be final. A party wishing to refer a single arbitratordispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the Parties are unable other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified the party referring a dispute to agree on an arbitratorarbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be selected binding on both parties as if he had been appointed by agreement. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. In case where neither the claim nor any counterclaim exceeds the sum of USD50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the AAA rules, or if LMAA Small Claim Procedure current at the AAA rules do not provide for such selection, by the chief executive of AAA. At either Party’s election, the arbitrator shall engage an independent expert with experience in the subject matter of the Dispute to advise the arbitrator, but final decision making authority shall remain in the arbitrator. The arbitrator shall determine what discovery will be permitted, consistent with the goal of reasonably controlling the cost and time that the Parties must expend for discovery, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the Dispute. The Parties and the arbitrator shall use reasonable efforts to complete any such arbitration within [**]. The Parties agree that the decision of the arbitrator shall be the binding remedy between them regarding the Dispute presented to the arbitrator, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Unless otherwise agreed by the Parties, when the arbitration proceedings shall be conducted in Bostonare commenced. OCEAN SWIFT LTD. CONTEST LTD. Exhibit B-1 Time Charter Party – Stena Concept Code word for this Charter Party “SHELLTIME 4” Issued December 1984 Time Charter Party IT IS THIS DAY ... of January 2006, Massachusetts. The Parties shall share equally the cost AGREED between Concept Ltd. of Hamilton, Bermuda (hereinafter referred to as “Owners”), being owners of the arbitration filing good motor tanker vessel called M/T “STENA CONCEPT” (hereinafter referred to as “the vessel”) described as per Clause 1 hereof and hearing feesStena Bulk AB of Gothenburg, the cost Sweden (hereinafter referred to as “Charterers”): Description and Condition of an independent expert retained by the arbitrator and the cost of the arbitrator and administrative fees of AAA. Each Party shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expenses. Each Party agrees not to commence any legal proceedings based upon or arising out of this Agreement in a court of law, except that a Party may seek a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss or damage on a provisional basis, pending the selection of the arbitrator or pending the arbitrator’s determination of the merits of any Dispute pursuant to this Section 16.8.Vessel

Governing Law and Arbitration. This Agreement will shall be subject to and governed by, and construed in accordance with, by the substantive laws of the Commonwealth State of Massachusetts Florida. In the event a dispute directly or indirectly related to this Agreement and/or Executive's recruitment, employment or termination of employment (collectively, "Covered Claims") arises between Executive and the patent laws of the United StatesCompany which cannot be resolved, in each case without giving effect to any choice or conflict of law provision. Any arbitration of a Dispute such dispute shall be conducted by submitted to binding confidential arbitration in accordance with the rules of the American Arbitration Association (“AAA”) under its rules of arbitration then in effecteffect and this Section 16. All such arbitration shall take place at the office of the American Arbitration Association located in Orlando, except as modified in this AgreementFlorida. The award or decision rendered by the arbitrator(s) (including an allocation of the costs of arbitration) shall be final, binding and conclusive and judgment may be entered upon such award by any court having jurisdiction over such matter. The arbitration shall be conducted in the English language, by a single arbitrator. If the Parties are unable to agree on an arbitrator, the arbitrator shall be selected in accordance with the AAA rules, or if the AAA rules do not provide for such selection, by the chief executive of AAA. At either Party’s election, the arbitrator shall engage an independent expert with experience in the subject matter of the Dispute to advise the arbitrator, but final decision making authority shall remain in the arbitrator. The arbitrator shall determine what discovery will be permitted, consistent with the goal of reasonably controlling the cost and time that the Parties must expend for discovery, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the Dispute. The Parties and the arbitrator shall use reasonable efforts to complete any such arbitration within [**]. The Parties agree that the decision of the arbitrator shall be the binding remedy between them regarding the Dispute presented to the arbitrator, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Unless otherwise agreed by the Parties, the arbitration proceedings shall be conducted in Boston, Massachusetts. The Parties shall share equally the cost of the arbitration filing and hearing fees, the cost of an independent expert retained by the arbitrator and the cost of the arbitrator and administrative fees of AAA. Each Party shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expenses. Each Party agrees not to commence any legal proceedings based upon or arising out provisions of this Agreement in shall not prevent any party from obtaining injunctive relief from a court of law, except that a Party may seek a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss or damage on a provisional basis, pending enforce the selection obligations of the arbitrator or other party hereunder for which such party may require provisional relief pending the arbitrator’s determination of a decision on the merits by the arbitrator(s). The Company agrees to advance, promptly upon written request accompanied by reasonable documentation, fifty percent (50%) of any Dispute costs and expenses, including without limitation attorneys' fees, incurred by Executive or his beneficiaries, successors, assigns or other transferees in connection with resolving any such Covered Claim, provided that any amounts so advanced shall be promptly repaid to the extent that the recipient is ultimately determined not to be entitled to be indemnified with respect to such amounts pursuant to the following sentence. Upon the final resolution of any Covered Claim, the Company shall be required to indemnify Executive (and his beneficiaries, successors, assigns or other transferees) for all reasonable costs and expenses, including without limitation reasonable attorneys' fees, incurred in resolving such Covered Claim, but only to the extent that the indemnified party has prevailed on such Covered Claim. Pending the resolution of any Covered Claim, Executive (and his beneficiaries, successors, assigns or other transferees) shall continue to receive all undisputed payments and benefits due under this Section 16.8Agreement, except to the extent that the arbitrator(s) otherwise provide.

Governing Law and Arbitration. This Agreement will and the legal relations among the parties hereto shall be governed by, and construed in accordance with, and all disputes, controversies or claims arising out of or in connection with this Agreement or the substantive breach, termination or invalidity thereof (collectively, “Disputes”) hereunder shall be governed by, the laws of Hong Kong without regard to conflicts of laws principles thereof. In the Commonwealth event of Massachusetts and a Dispute, the patent laws parties shall use their good faith efforts to resolve the same. If no resolution can be reached through such efforts within 30 days from the date on which one party first notifies the other party in writing of the United States, in each case without giving effect to any choice or conflict of law provision. Any arbitration existence of a Dispute, then the Dispute shall be conducted settled by arbitration in accordance with the American Rules of Arbitration Association of the Hong Kong International Arbitration Center by three arbitrators appointed in accordance with the said Rules (the “AAAArbitrators”) under its rules of arbitration then in effect, except as modified in this Agreement). The arbitration shall be conducted by the Arbitrators in the English language, by a single arbitrator. If the Parties are unable to agree on an arbitrator, the arbitrator and shall be selected held in accordance with Hong Kong. Each party hereby submits to the AAA rulesjurisdiction of the Arbitrators, and expressly and irrevocably waives any claim or defense based on any alleged lack of personal jurisdiction, improper venue, forum non conveniens, or if the AAA rules do not provide for any similar basis with respect to such selection, by the chief executive of AAA. At either Party’s election, the arbitrator shall engage an independent expert with experience in the subject matter of the Dispute to advise the arbitrator, but final decision making authority shall remain in the arbitratorarbitration. The arbitrator arbitration award shall determine what discovery will be permittedfinal and binding upon the parties, consistent with and the goal of reasonably controlling the cost parties agree to be bound thereby and time that the Parties must expend for discovery, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the Disputeact accordingly. The Parties costs of arbitration and the arbitrator shall use reasonable efforts to complete any such arbitration within [**]. The Parties agree that the decision costs of the arbitrator shall be the binding remedy between them regarding the Dispute presented to the arbitrator, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Unless otherwise agreed by the Parties, enforcing the arbitration proceedings shall be conducted award (including in Boston, Massachusetts. The Parties shall share equally the cost of the arbitration filing each case witness expenses and hearing fees, the cost of an independent expert retained by the arbitrator and the cost of the arbitrator and administrative fees of AAA. Each Party shall bear its own costs and reasonable attorneys’ and witnesses’ fees and associated costs and expensesdisbursements) shall be borne by the losing party, unless otherwise determined by the arbitration award. Each Party agrees not to commence In any arbitration proceeding, any legal proceedings proceeding to enforce any arbitration award and in any legal action between the parties pursuant to or relating to this Agreement, each party expressly waives any defense based upon on the fact or arising out allegation that it is an agency or instrumentality of this Agreement in a court of law, except that a Party may seek a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss or damage on a provisional basis, pending the selection of the arbitrator or pending the arbitrator’s determination of the merits of sovereign state. When any Dispute pursuant occurs and when any Dispute is under arbitration or any other proceedings, the parties shall continue to exercise their respective rights, and fulfill their obligations under this Section 16.8Agreement.

Governing Law and Arbitration. This Agreement will be governed by, and construed interpreted in accordance with, with the substantive laws law, not including conflicts of law principles, of the Commonwealth State of Massachusetts and Utah. Any dispute, claim or controversy arising out of or relating to this Agreement or the patent laws breach, termination, enforcement, interpretation or validity thereof, including the determination of the United Statesscope or applicability of this agreement to arbitrate, in each case without giving effect to any choice or conflict of law provision. Any arbitration of a Dispute shall be conducted finally settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (the “AAARules”) under in effect on the date of the commencement of the arbitration, and applying the substantive law of the State of Utah, without reference to its rules laws relating to conflicts of arbitration then in effect, except as modified in this Agreementlaw. The arbitration shall be conducted in the English languageCounty of New York, State of New York by a single arbitratorsole arbitrator appointed pursuant to the Rules. If The arbitrator(s) shall deliver a reasoned written decision with respect to the Parties are unable dispute to agree on an arbitratoreach party, the arbitrator who shall promptly act in accordance therewith. The prevailing party shall be selected in accordance with the AAA rulesentitled to recover its reasonable costs relating to that aspect of its claim or defense on which it prevails, or if the AAA rules do not provide for such selectionincluding reasonable attorneys’ fees and costs, by the chief executive of AAA. At either Party’s election, the arbitrator and any opposing costs awards shall engage an independent expert with experience in the subject matter of the Dispute to advise the arbitrator, but final decision making authority shall remain in the arbitratorbe offset. The arbitrator shall determine what discovery will be permitted, consistent with the goal of reasonably controlling the cost and time that the Parties must expend for discovery, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the Dispute. The Parties and the arbitrator shall use reasonable efforts to complete any such arbitration within [**]. The Parties agree that the decision award of the arbitrator shall be final and binding on the binding remedy between them regarding the Dispute presented to the arbitratorparties, and judgment upon the award rendered by the arbitrator may be entered in on the award and enforced by any court of competent jurisdiction. Unless otherwise agreed by Notwithstanding the Partiesforegoing, the arbitration proceedings shall be conducted in Boston, Massachusetts. The Parties shall share equally the cost of the arbitration filing and hearing fees, the cost of an independent expert retained by the arbitrator and the cost of the arbitrator and administrative fees of AAA. Each Party shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expenses. Each Party agrees not to commence any legal proceedings based upon or arising out of this Agreement in a court of law, except that a Party either party may seek injunctive relief or other provisional remedies in aid of arbitration from a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order the event that such action is reasonably necessary (e.g., a Breach of Security). Each party hereby irrevocably and unconditionally consents to prevent immediate and irreparable injury, loss or damage on a provisional basis, pending service of process in the selection of the arbitrator or pending the arbitrator’s determination of the merits of manner provided for notices in Section 12(a) for any Dispute pursuant to proceeding commenced under this Section 16.812(c). TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES AGREES THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law and Arbitration. This The parties agree that the validity, operation and performance of this Agreement will shall be governed by, by and construed interpreted in accordance with, with the substantive laws of the Commonwealth Republic of Massachusetts India, and the patent laws parties do expressly and irrevocably attorn to the jurisdiction of the United States, in each case without giving effect courts at Delhi and High Court of Delhi with respect to any choice matter or conflict claim, suit, action or proceeding arising under or related to this Agreement. To the fullest extent permitted by applicable law, SUPER STOCKIST waives and agrees not to assert, as a defense or otherwise, (i) any claim that it is not subject to the jurisdiction (in personam or otherwise) of law provisionany such court, (ii) any objection that it may now or hereafter have to the laying of venue in any such court, or (iii) any claim that any action, suit or proceeding has been brought in an inconvenient forum. Any arbitration dispute concerning the subject matter of this Agreement, or the breach, termination or validity thereof (a “Dispute”) will be settled exclusively in accordance with the procedures set forth herein. The party seeking resolution of a Dispute shall will first give notice in writing of the Dispute to the other party, setting forth the nature of the Dispute and a concise statement of the issues to be conducted by the American Arbitration Association (“AAA”) under its rules of arbitration then in effect, except as modified in this Agreement. The arbitration shall be conducted in the English language, by a single arbitratorresolved. If the Parties are unable Dispute has not been resolved through good faith efforts and negotiations of senior officers or representatives of the parties within thirty (30) days of receipt by the relevant party of the notice of Dispute, such notice will be deemed to be a notice of arbitration and the parties agree to submit the Dispute to a single arbitrator mutually agreeable to both parties. In the event that the parties cannot agree on an a sole arbitrator, the arbitrator shall will be selected appointed in accordance with the AAA rules, or if the AAA rules do not provide for such selection, by the chief executive of AAA. At either Party’s election, the arbitrator shall engage an independent expert with experience in the subject matter terms of the Dispute to advise the arbitrator, but final decision making authority shall remain in the arbitratorArbitration & Conciliation act of 1996 (as amended up-to-date). The arbitrator shall determine what discovery will be permitted, consistent with the goal of reasonably controlling the cost and time that the Parties must expend for discovery, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the Dispute. The Parties and the arbitrator shall use reasonable efforts to complete any such arbitration within [**]. The Parties agree that the decision of the arbitrator shall be the binding remedy between them regarding the Dispute presented to the arbitrator, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Unless otherwise agreed by the Parties, the arbitration proceedings shall be conducted governed by the Arbitration and Conciliation Act of 1996(as amended up to date) or any statutory amendments/modifications thereof for the time being in Boston, Massachusettsforce r/w relevant provisions of Multi State Co-operative Societies Act of 2002. The Parties shall share equally the cost venue of the arbitration filing shall be at New Delhi India and hearing fees, the cost language of an independent expert retained by the arbitrator and the cost of the arbitrator and administrative fees of AAA. Each Party arbitration shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expenses. Each Party agrees not to commence any legal proceedings based upon or arising out of this Agreement in a court of law, except that a Party may seek a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss or damage on a provisional basis, pending the selection of the arbitrator or pending the arbitrator’s determination of the merits of any Dispute pursuant to this Section 16.8be English.

Governing Law and Arbitration. This Agreement will and the legal relations among the parties hereto shall be governed by, and construed in accordance with, and all disputes, controversies or claims arising out of or in connection with this Agreement or the substantive breach, termination or invalidity thereof (collectively, “Disputes”) hereunder shall be governed by, the laws of Hong Kong without regard to conflicts of laws principles thereof. In the Commonwealth event of Massachusetts a Dispute, the parties shall use their good faith efforts to resolve the same. If no resolution can be reached through such efforts within 30 days from the date on which one party first notifies the other party in writing of the existence of a Dispute, then any party may submit the Dispute to the Hong Kong International Arbitration Center for arbitration by three arbitrators appointed in accordance with the Arbitration Rules (as defined below, the “Arbitrators”) in accordance with the UNCITRAL Arbitration Rules in force on the date hereof (the “Arbitration Rules”). In the event of any discrepancy between such Arbitration Rules and the patent laws provisions of this Section 11.9, the United States, in each case without giving effect to any choice or conflict provisions of law provision. Any arbitration of a Dispute this Section 11.9 shall be conducted by the American Arbitration Association (“AAA”) under its rules of arbitration then in effect, except as modified in this Agreementprevail. The arbitration shall be conducted by the Arbitrators in the English language, by a single arbitrator. If the Parties are unable to agree on an arbitrator, the arbitrator and shall be selected held in accordance with Hong Kong. Each party hereby submits to the AAA rulesjurisdiction of the Arbitrators, and expressly and irrevocably waives any claim or defense based on any alleged lack of personal jurisdiction, improper venue, forum non convenience, or if the AAA rules do not provide for any similar basis with respect to such selection, by the chief executive of AAA. At either Party’s election, the arbitrator shall engage an independent expert with experience in the subject matter of the Dispute to advise the arbitrator, but final decision making authority shall remain in the arbitratorarbitration. The arbitrator arbitration award shall determine what discovery will be permittedfinal and binding upon the parties, consistent with and the goal of reasonably controlling the cost parties agree to be bound thereby and time that the Parties must expend for discovery, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the Disputeact accordingly. The Parties costs of arbitration and the arbitrator shall use reasonable efforts to complete any such arbitration within [**]. The Parties agree that the decision costs of the arbitrator shall be the binding remedy between them regarding the Dispute presented to the arbitrator, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Unless otherwise agreed by the Parties, enforcing the arbitration proceedings shall be conducted award (including in Boston, Massachusetts. The Parties shall share equally the cost of the arbitration filing each case witness expenses and hearing fees, the cost of an independent expert retained by the arbitrator and the cost of the arbitrator and administrative fees of AAA. Each Party shall bear its own costs and reasonable attorneys’ and witnesses’ fees and associated costs and expensesdisbursements) shall be borne by the losing party, unless otherwise determined by the arbitration award. Each Party agrees not to commence In any arbitration proceeding, any legal proceedings proceeding to enforce any arbitration award and in any legal action between the parties pursuant to or relating to this Agreement, each party expressly waives any defense based upon on the fact or arising out allegation that it is an agency or instrumentality of this Agreement in a court of law, except that a Party may seek a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss or damage on a provisional basis, pending the selection of the arbitrator or pending the arbitrator’s determination of the merits of sovereign state. When any Dispute pursuant occurs and when any Dispute is under arbitration or any other proceedings, the parties shall continue to exercise their respective rights, and fulfill their obligations under this Section 16.8Agreement.

Governing Law and Arbitration. This Agreement will be governed by, and construed in accordance with, the substantive laws of the Commonwealth of Massachusetts and the 106 patent laws of the United States, in each case without giving effect to any choice or conflict of law provision. Any arbitration of a Dispute shall be conducted by the American Arbitration Association (“AAA”) under its rules of arbitration then in effect, except as modified in this Agreement. The arbitration shall be conducted in the English language, by a single arbitrator. If the Parties are unable to agree on an arbitrator, the arbitrator shall be selected in accordance with the AAA rules, or if the AAA rules do not provide for such selection, by the chief executive of AAA. At either Party’s election, the arbitrator shall engage an independent expert with experience in the subject matter of the Dispute to advise the arbitrator, but final decision making authority shall remain in the arbitrator. The arbitrator shall determine what discovery will be permitted, consistent with the goal of reasonably controlling the cost and time that the Parties must expend for discovery, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the Dispute. The Parties and the arbitrator shall use reasonable efforts to complete any such arbitration within [***]. The Parties agree that the decision of the arbitrator shall be the binding remedy between them regarding the Dispute presented to the arbitrator, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Unless otherwise agreed by the Parties, the arbitration proceedings shall be conducted in Boston, Massachusetts. The Parties shall share equally the cost of the arbitration filing and hearing fees, the cost of an independent expert retained by the arbitrator and the cost of the arbitrator and administrative fees of AAA. Each Party shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expenses. Each Party agrees not to commence any legal proceedings based upon or arising out of this Agreement in a court of law, except that a Party may seek a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss or damage on a provisional basis, pending the selection of the arbitrator or pending the arbitrator’s determination of the merits of any Dispute pursuant to this Section 16.814.9.