Common use of Procedure; Decision Final and Binding Clause in Contracts

Procedure; Decision Final and Binding. Except as to issues relating to the validity, construction or effect of any patent right licensed hereunder, any and all claims, disputes or controversies arising under, out of, or in connection with this Agreement, which have not been resolved by good faith negotiations between the parties may be referred by either party to arbitration and finally settled in accordance with the UNCITRAL Arbitration Rules (as supplemented or modified by this Section 18.1) in effect on the date hereof (hereinafter, the "Rules"), by three arbitrators appointed in accordance with said Rules. The appointing authority shall be the Court of Arbitration of the International Chamber of Commerce ("ICC") located in Paris, France. The place of arbitration shall be London, England. All arbitrators shall be fully conversant with the English language and the opinion shall be rendered in English. The English language shall be used in all documents, briefs, evidence and any other writings submitted. All proceedings shall be in the English language. Except as provided in Section 18.3 the procedures set forth in this Section 18.1 shall be the sole and exclusive means of settling or resolving any dispute hereunder. Accordingly, each party covenants and agrees with the other party that except as expressly provided in Section 18.3, it will not seek to have any such dispute adjudicated (except to enforce the provisions of this Section 18.1 as provided below and except for the limited right to seek injunctive relief where appropriate) in any court or other official forum of any government, or otherwise seek to invalidate or circumvent the procedures set forth in this Section 18.1 as the sole and exclusive means of settling or resolving any such dispute. The decision of the arbitrators contemplated by this Section 18.1 shall be final and binding on the parties and may be presented by either party for enforcement in any court of competent jurisdiction; provided, however, that if such enforcement is sought in the United States, it may only be sought in the state courts of the Commonwealth of Massachusetts, or a United States federal court in the Commonwealth of Massachusetts. The parties understand and agree that the provisions of this Article 18 may be specifically enforced by injunction or otherwise in any court of competent jurisdiction.