Common use of Dispute Resolution; Consent to Jurisdiction Clause in Contracts

Dispute Resolution; Consent to Jurisdiction. This Agreement shall be construed and interpreted in accordance with English law without regard to principles related to conflicts of laws. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the interpretation and construction of this Agreement. In an effort to resolve informally and amicably any claim, controversy or dispute (whether such claim, sounds in contract, tort, or otherwise) arising out of or relating to this Agreement, or the breach thereof (a "Dispute"), each Party shall notify the other in writing of a Dispute hereunder that requires resolution. Such notice shall set forth the nature of the Dispute, the amount, if any, involved and the remedy sought. Each Party shall designate a representative who shall be empowered to investigate, discuss and seek to settle the Dispute. If the two representatives are unable to settle the Dispute within thirty (30) days after proper notification, the Dispute shall be submitted to the Chief Executive Officer of each Party for consideration for an additional thirty (30) days. If the Dispute remains [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. unresolved after said sixty (60) day period, either Party shall have a right to commence any action, suit or proceeding with respect to such Dispute in a court of competent jurisdiction. The venue for such action, suit or proceeding shall be in the English Courts. No provision of, or the exercise of any rights under, this Agreement shall limit the right of the parties to obtain, apply for, or resort to court ordered injunctive relief. Ardana and Columbia each further irrevocably consent to the service of any complaint, summons, notice or other process by delivery thereof to it by any manner in which notices may be given pursuant to this Agreement.

Dispute Resolution; Consent to Jurisdiction. This (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any Transaction Dispute, and (ii) any and all proceedings related to the foregoing shall be construed filed and interpreted maintained only in accordance with English law without regard the Bankruptcy Court, and the Parties hereby consent to principles related to conflicts of laws. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply and submit to the interpretation jurisdiction and construction of this Agreement. In an effort to resolve informally and amicably any claim, controversy or dispute (whether such claim, sounds in contract, tort, or otherwise) arising out of or relating to this Agreement, or the breach thereof (a "Dispute"), each Party shall notify the other in writing of a Dispute hereunder that requires resolution. Such notice shall set forth the nature venue of the DisputeBankruptcy Court and shall receive notices at such locations as indicated in Section 10.6; provided, however, upon the amount, if any, involved and closing of the remedy sought. Each Party shall designate a representative who shall be empowered to investigate, discuss and seek to settle the Dispute. If the two representatives are unable to settle the Dispute within thirty Cases (30except for any matter(s) days after proper notification, the Dispute shall be submitted with respect to the Chief Executive Officer of each Party for consideration for an additional thirty (30) days. If Sellers and/or the Dispute remains [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. unresolved after said sixty (60) day period, either Party shall have a right to commence any action, suit or proceeding Cases in which the Bankruptcy Court retains jurisdiction with respect to such matter with respect to Sellers and/or the Cases), or if the Bankruptcy Court is unwilling or unable to hear such Transaction Dispute, then, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the U.S. District Court for the District of Delaware sitting in New Castle County or the courts of the State of Delaware sitting in New Castle County and any appellate court from any thereof, for the resolution of any such Transaction Dispute. In that context, and without limiting the generality of the foregoing, each Party irrevocably and unconditionally: (i) submits for itself and its property to the exclusive jurisdiction of such courts with respect to any Transaction Dispute and for recognition and enforcement of any judgment in a court respect thereof, and agrees that all claims in respect of competent jurisdiction. The venue for such action, suit or proceeding any Transaction Dispute shall be heard and determined in such courts; (ii) agrees that venue would be proper in such courts, and waives any objection that it may now or hereafter have that any such court is an improper or inconvenient forum for the English Courts. No provision of, or the exercise resolution of any rights underTransaction Dispute; and (iii) agrees that Notice demand in accordance with Section 10.6, this Agreement shall limit will be effective service of process; provided, however, that nothing herein will be deemed to prevent a Party from making service of process by any means authorized by the right Laws of the parties to obtain, apply for, or resort to court ordered injunctive relief. Ardana and Columbia each further irrevocably consent to the service State of any complaint, summons, notice or other process by delivery thereof to it by any manner in which notices may be given pursuant to this AgreementDelaware.

Dispute Resolution; Consent to Jurisdiction. This (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any Transaction Dispute, and (ii) any and all proceedings related to the foregoing shall be construed filed and interpreted maintained only in accordance with English law without regard the Bankruptcy Court, and the Parties hereby consent to principles related to conflicts of laws. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply and submit to the interpretation jurisdiction and construction of this Agreement. In an effort to resolve informally and amicably any claim, controversy or dispute (whether such claim, sounds in contract, tort, or otherwise) arising out of or relating to this Agreement, or the breach thereof (a "Dispute"), each Party shall notify the other in writing of a Dispute hereunder that requires resolution. Such notice shall set forth the nature venue of the DisputeBankruptcy Court and shall receive notices at such locations as indicated in Section 10.6; provided, however, upon the amount, if any, involved and closing of the remedy sought. Each Party shall designate a representative who shall be empowered to investigate, discuss and seek to settle the Dispute. If the two representatives are unable to settle the Dispute within thirty Cases (30except for any matter(s) days after proper notification, the Dispute shall be submitted with respect to the Chief Executive Officer of each Party for consideration for an additional thirty (30) days. If Sellers and/or the Dispute remains [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. unresolved after said sixty (60) day period, either Party shall have a right to commence any action, suit or proceeding Cases in which the Bankruptcy Court retains jurisdiction with respect to such matter with respect to Sellers and/or the Cases), or if the Bankruptcy Court is unwilling or unable to hear such Transaction Dispute, then, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the U.S. District Court for the Southern District of New York sitting in the County of New York or the courts of the State of New York sitting in county of New York and any appellate court from any thereof, for the resolution of any such Transaction Dispute. In that context, and without limiting the generality of the foregoing, each Party irrevocably and unconditionally: (i) submits for itself and its property to the exclusive jurisdiction of such courts with respect to any Transaction Dispute and for recognition and enforcement of any judgment in a court respect thereof, and agrees that all claims in respect of competent jurisdiction. The venue for such action, suit or proceeding any Transaction Dispute shall be heard and determined in such courts; (ii) agrees that venue would be proper in such courts, and waives any objection that it may now or hereafter have that any such court is an improper or inconvenient forum for the resolution of any Transaction Dispute; and (iii) agrees that Notice demand in accordance with Section 10.6, will be effective service of process; provided, however, that nothing herein will be deemed to prevent a Party from making service of process by any means authorized by the Laws of the State of New York. (b) The foregoing consent to jurisdiction will not constitute submission to jurisdiction or general consent to service of process in the English CourtsState of New York for any purpose except with respect to any Transaction Dispute. No provision of, or the exercise of any rights under, this Agreement shall limit the right of the parties to obtain, apply for, or resort to court ordered injunctive relief. Ardana and Columbia each further irrevocably consent to the service of any complaint, summons, notice or other process by delivery thereof to it by any manner in which notices may be given pursuant to this Agreement.10.12

Dispute Resolution; Consent to Jurisdiction. This Agreement shall be construed and interpreted in accordance with English law without regard to principles related to conflicts of laws. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the interpretation and construction of this Agreement. In an effort to resolve informally and amicably any claim, controversy or dispute (whether such claim, sounds in contract, tort, or otherwise) arising out of or relating to this Agreement, or the breach thereof (a "“Dispute"”), each Party shall notify the other in writing of a Dispute hereunder that requires resolution. Such notice shall set forth the nature of the Dispute, the amount, if any, involved and the remedy sought. Each Party shall designate a representative who shall be empowered to investigate, discuss and seek to settle the Dispute. If the two representatives are unable to settle the Dispute within thirty (30) days after proper notification, the Dispute shall be submitted to the Chief Executive Officer of each Party for consideration for an additional thirty (30) days. If the Dispute remains [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. unresolved after said sixty (60) day period, either Party shall have a right to commence any action, suit or proceeding with respect to such Dispute in a court of [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. competent jurisdiction. The venue for such action, suit or proceeding shall be in the English Courts. No provision of, or the exercise of any rights under, this Agreement shall limit the right of the parties to obtain, apply for, or resort to court ordered injunctive relief. Ardana Mipharm and Columbia each further irrevocably consent to the service of any complaint, summons, notice or other process by delivery thereof to it by any manner in which notices may be given pursuant to this Agreement.

Dispute Resolution; Consent to Jurisdiction. This Agreement shall be construed (a) The Parties hereby agree that, in order to obtain prompt and interpreted in accordance with English law without regard to principles related to conflicts expeditious resolution of laws. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the interpretation and construction of any disputes under this Agreement. In an effort to resolve informally and amicably any , each claim, dispute or controversy or dispute (whether such claimsolely seeking money damages in an amount not exceeding $3,500,000, sounds in contract, tort, or otherwise) arising out of a claim for indemnification under Article IX or relating to arising out of, in connection with, or in relation to, the interpretation, performance or breach of this Agreement, or the breach thereof transactions contemplated hereby, including any claim based on contract, tort or statute, or the arbitrability of any claim hereunder (a "Dispute"an “Arbitrable Claim”), each Party shall notify will be settled by final and binding arbitration conducted under the other in writing Commercial Arbitration Rules of a Dispute hereunder that requires resolutionthe American Arbitration Association (“AAA”). All such Arbitrable Claims will be settled by three (3) arbitrators with at least fifteen (15) years of experience with respect to complex commercial disputes. Such notice shall set forth the nature arbitrators will be provided through AAA by mutual agreement of the DisputeParties; provided, that, if the Parties are not able to agree in good faith on the identity of such arbitrators, the amountParties agree that the arbitrators will be appointed by AAA. No such arbitrator may have any preexisting, if any, involved and direct or indirect relationship with any party to the remedy soughtdispute. Each Party shall designate a representative who shall expressly consents to, and waives any future objection to, such forum and arbitration rules. Judgment upon any award may be empowered to investigateentered by any state or federal court in the United States having jurisdiction thereof. Except as required by applicable Laws (including, discuss and seek to settle the Dispute. If the two representatives are unable to settle the Dispute within thirty (30) days after proper notificationwithout limitation, the Dispute shall be submitted to Laws, rules and regulations of the Chief Executive Officer of each United States Securities and Exchange Commission and the NASDAQ Stock Market), neither Party for consideration for an additional thirty (30) days. If nor the Dispute remains [***] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. unresolved after said sixty (60) day periodarbitrators will disclose the existence, either Party shall have a right to commence any action, suit or proceeding with respect to such Dispute in a court of competent jurisdiction. The venue for such action, suit or proceeding shall be in the English Courts. No provision ofcontent, or the exercise results of any rights under, arbitration hereunder without the prior Written consent of all Parties. Adherence to this Agreement shall dispute resolution process will not limit the right of the parties Parties to obtainobtain any provisional remedy, apply forincluding injunctive or similar relief, or resort from any court of competent jurisdiction as may be necessary to court ordered injunctive reliefprotect their respective rights and interests pending arbitration. Ardana Notwithstanding the foregoing sentence, this dispute resolution procedure is intended to be the exclusive method of resolving any Arbitrable Claims. The arbitration procedures will follow the substantive law of the State of Delaware, including the provisions of statutory law dealing with arbitration, as it may exist at the time of the demand for arbitration, insofar as said provisions are not in conflict with this Agreement and Columbia each further irrevocably consent to the service specifically excepting therefrom sections of any complaint, summons, such statute dealing with discovery and sections requiring notice of the hearing date by registered or other process by delivery thereof to it by any manner certified mail. The arbitrators will determine the prevailing party and will include in which notices may be given pursuant to this Agreementtheir award that party’s reasonable attorneys’ fees and costs.