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                                                                   EXHIBIT 10.14

As amended through December 17, 2002 and adjusted for stock splits in April and
October 2000

           MILLENNIUM PHARMACEUTICALS, INC. 2000 STOCK INCENTIVE PLAN

1.  PURPOSE

        The purpose of this 2000 Stock Incentive Plan (the "Plan") of Millennium
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), is to advance the
interests of the Company's stockholders by enhancing the Company's ability to
attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing such persons with equity
ownership opportunities and performance-based incentives and thereby better
aligning the interests of such persons with those of the Company's stockholders.
Except where the context otherwise requires, the term "Company" shall include
any of the Company's present or future subsidiary corporations as defined in
Section 424(f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the "Code").

2.  ELIGIBILITY

        All of the Company's employees, officers, directors, consultants and
advisors (and any individuals who have accepted an offer for employment) are
eligible to be granted options, restricted stock awards, or other stock-based
awards (each, an "Award") under the Plan. Each person who has been granted an
Award under the Plan shall be deemed a "Participant."

3.  ADMINISTRATION, DELEGATION

        (a) ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be administered
by the Board of Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem expedient to carry the Plan into effect and it shall be the sole and final
judge of such expediency. All decisions by the Board shall be made in the
Board's sole discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award. No director or person acting
pursuant to the authority delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.

        (b) DELEGATION TO EXECUTIVE OFFICERS. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of the
Company the power to make Awards and exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix the maximum number
of shares subject to Awards and the maximum number of shares for any one
Participant to be made by such executive officers.

        (c) APPOINTMENT OF COMMITTEES. To the extent permitted by applicable
law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (a "Committee"). All references in
the Plan to the "Board" shall mean the Board or a Committee of the Board or the
executive officer referred to in Section 3(b) to the extent that the Board's
powers or authority under the Plan have been delegated to such Committee or
executive officer.

4.  STOCK AVAILABLE FOR AWARDS

        (a) NUMBER OF SHARES. Subject to adjustment under Section 8, Awards may
be made under the Plan for (i) up to five percent (5%) of the number of shares
of the Company's common stock, $.001 par

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value per share ("Common Stock") which are issued and outstanding on April 12,
2000, the date of the Company's 2000 Annual Meeting of Stockholders, plus (ii)
an annual increase in the number of shares available for Awards on the first day
of each of January 1, 2001, 2002 and 2003 equal to the lesser of (A) 5% of the
number of shares of Common Stock outstanding on the last business day preceding
each of January 1, 2001, 2002 and 2003, respectively or (B) a lesser number of
shares determined by the Board of Directors. The aggregate number of shares
available for grants of incentive stock options under the Plan is the lesser of
40,000,000 shares or the total number of shares authorized under the Plan.

        If any Award expires or is terminated, surrendered or canceled without
having been fully exercised or is forfeited in whole or in part or results in
any Common Stock not being issued, the unused Common Stock covered by such Award
shall again be available for the grant of Awards under the Plan, subject,
however, in the case of Incentive Stock Options (as hereinafter defined), to any
limitation required under the Code. Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury shares.

        (b) PER-PARTICIPANT LIMIT. Subject to adjustment under Section 8, the
maximum number of shares of Common Stock with respect to which an Award may be
granted to any Participant under the Plan shall be 2,000,000 per calendar year.
The per-Participant limit described in this Section 4(b) shall be construed and
applied consistently with Section 162(m) of the Code ("Section 162(m)").

5.  STOCK OPTIONS

        (a) GENERAL. The Board may grant options to purchase Common Stock (each,
an "Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option."

        (b) INCENTIVE STOCK OPTIONS. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.

        (c) EXERCISE PRICE. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement;
provided, however, that the exercise price shall be not less than 100% of the
fair market value of the Common Stock, as determined by the Board, at the time
the Option is granted.

        (d) DURATION OF OPTIONS. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement; PROVIDED, HOWEVER, that no Option will be granted
for a term in excess of 10 years.

        (e) EXERCISE OF OPTION. Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised.

        (f) PAYMENT UPON EXERCISE. Common Stock purchased upon the exercise of
an Option granted under the Plan shall be paid for as follows:

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            (1) in cash or by check, payable to the order of the Company;

            (2) except as the Board may, in its sole discretion, otherwise
        provide in an option agreement, by (i) delivery of an irrevocable and
        unconditional undertaking by a creditworthy broker to deliver promptly
        to the Company sufficient funds to pay the exercise price or (ii)
        delivery by the Participant to the Company of a copy of irrevocable and
        unconditional instructions to a creditworthy broker to deliver promptly
        to the Company cash or a check sufficient to pay the exercise price;

            (3) when the Common Stock is registered under the Securities
        Exchange Act of 1934 (the "Exchange Act"), by delivery of shares of
        Common Stock owned by the Participant valued at their fair market value
        as determined by (or in a manner approved by) the Board in good faith
        ("Fair Market Value"), provided (i) such method of payment is then
        permitted under applicable law and (ii) such Common Stock was owned by
        the Participant at least six months prior to such delivery;

            (4) to the extent permitted by the Board, in its sole discretion by
        (i) delivery of a promissory note of the Participant to the Company on
        terms determined by the Board, or (ii) payment of such other lawful
        consideration as the Board may determine; or

            (5) by any combination of the above permitted forms of payment.

        (g) SUBSTITUTE OPTIONS. In connection with a merger or consolidation of
an entity with the Company or the acquisition by the Company of property or
stock of an entity, the Board may grant Options in substitution for any options
or other stock or stock-based awards granted by such entity or an affiliate
thereof. Substitute Options may be granted on such terms as the Board deems
appropriate in the circumstances, notwithstanding any limitations on Options
contained in the other sections of this Section 5.

6.  RESTRICTED STOCK

        (a) GRANTS. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a "Restricted Stock Award");
PROVIDED THAT, Restricted Stock Awards and other Awards issued pursuant to
Section 7 below shall be made for no more than 5% of the maximum cumulative
number of shares reserved for issuance under the Plan.

        (b) TERMS AND CONDITIONS. The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any. Any stock certificates
issued in respect of a Restricted Stock Award shall be registered in the name of
the Participant and, unless otherwise determined by the Board, deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its designee). At the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant to
receive amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary"). In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.

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7.  OTHER STOCK-BASED AWARDS

        The Board shall have the right to grant other Awards based upon the
Common Stock having such terms and conditions as the Board may determine,
including the grant of shares based upon certain conditions, the grant of
securities convertible into Common Stock and the grant of stock appreciation
rights.

8.  ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS

        (a) CHANGES IN CAPITALIZATION. In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the per-Participant limit set forth in Section 4(b), (iii) the number and
class of securities and exercise price per share subject to each outstanding
Option, (iv) the repurchase price per share subject to each outstanding
Restricted Stock Award, and (v) the terms of each other outstanding Award shall
be appropriately adjusted by the Company (or substituted Awards may be made, if
applicable) to the extent the Board shall determine, in good faith, that such an
adjustment (or substitution) is necessary and appropriate. If this Section 8(a)
applies and Section 8(c) also applies to any event, Section 8(c) shall be
applicable to such event, and this Section 8(a) shall not be applicable.

        (b) LIQUIDATION OR DISSOLUTION. In the event of a proposed liquidation
or dissolution of the Company, the Board shall upon written notice to the
Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation or
dissolution on any Restricted Stock Award or other Award granted under the Plan
at the time of the grant of such Award.

        (c) ACQUISITION EVENTS

            (1) Definition. An "Acquisition Event" shall mean: (a) any merger or
        consolidation of the Company with or into another entity as a result of
        which the Common Stock is converted into or exchanged for the right to
        receive cash, securities or other property or (b) any exchange of shares
        of the Company for cash, securities or other property pursuant to a
        statutory share exchange transaction.

            (2) Consequences of an Acquisition Event on Options. Upon the
        occurrence of an Acquisition Event, or the execution by the Company of
        any agreement with respect to an Acquisition Event, the Board shall
        provide that all outstanding Options shall be assumed, or equivalent
        options shall be substituted, by the acquiring or succeeding corporation
        (or an affiliate thereof). For purposes hereof, an Option shall be
        considered to be assumed if, following consummation of the Acquisition
        Event, the Option confers the right to purchase, for each share of
        Common Stock subject to the Option immediately prior to the consummation
        of the Acquisition Event, the consideration (whether cash, securities or
        other property) received as a result of the Acquisition Event by holders
        of Common Stock for each share of Common Stock held immediately prior to
        the consummation of the Acquisition Event (and if holders were offered a
        choice of consideration, the type of consideration chosen by the holders
        of a majority of the outstanding shares of Common Stock); provided,
        however, that if the consideration received as a result of the
        Acquisition Event is not solely common stock of the acquiring or
        succeeding

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        corporation (or an affiliate thereof), the Company may, with the consent
        of the acquiring or succeeding corporation, provide for the
        consideration to be received upon the exercise of Options to consist
        solely of common stock of the acquiring or succeeding corporation (or an
        affiliate thereof) equivalent in fair market value to the per share
        consideration received by holders of outstanding shares of Common Stock
        as a result of the Acquisition Event.

        Notwithstanding the foregoing, if the acquiring or succeeding
        corporation (or an affiliate thereof) does not agree to assume, or
        substitute for, such Options, then the Board shall, upon written notice
        to the Participants, provide that all then unexercised Options will
        become exercisable in full as of a specified time prior to the
        Acquisition Event and will terminate immediately prior to the
        consummation of such Acquisition Event, except to the extent exercised
        by the Participants before the consummation of such Acquisition Event;
        provided, however, that in the event of an Acquisition Event under the
        terms of which holders of Common Stock will receive upon consummation
        thereof a cash payment for each share of Common Stock surrendered
        pursuant to such Acquisition Event (the "Acquisition Price"), then the
        Board may instead provide that all outstanding Options shall terminate
        upon consummation of such Acquisition Event and that each Participant
        shall receive, in exchange therefor, a cash payment equal to the amount
        (if any) by which (A) the Acquisition Price multiplied by the number of
        shares of Common Stock subject to such outstanding Options (whether or
        not then exercisable), exceeds (B) the aggregate exercise price of such
        Options.

            (3) Consequences of an Acquisition Event on Restricted Stock Awards.
        Upon the occurrence of an Acquisition Event, the repurchase and other
        rights of the Company under each outstanding Restricted Stock Award
        shall inure to the benefit of the Company's successor and shall apply to
        the cash, securities or other property which the Common Stock was
        converted into or exchanged for pursuant to such Acquisition Event in
        the same manner and to the same extent as they applied to the Common
        Stock subject to such Restricted Stock Award.

            (4) Consequences of an Acquisition Event on Other Awards. The Board
        shall specify the effect of an Acquisition Event on any other Award
        granted under the Plan at the time of the grant of such Award.

        (d) CHANGE OF CONTROL.

        (1) Definition. A "Change of Control" occurs:

        (a) when a person, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) acquires beneficial
ownership of the Company's capital stock equal to 50% or more of either (i) the
then-outstanding shares of the Company's common stock or (ii) the combined
voting power of the Company's then-outstanding securities to vote generally in
the election of directors;

        (b) upon the consummation by the Company of (i) a reorganization, merger
or consolidation, provided that, in each case, the persons who were the
Company's stockholders immediately prior to the reorganization, merger or
consolidation do not, immediately after, own more than 50% of the combined
voting power entitled to vote generally in the election of directors of the
reorganized, merged or consolidated company's then outstanding voting
securities, or (ii) a liquidation or dissolution of the Company or the sale of
all or substantially all of the Company's assets; or

        (c) when the Continuing Directors (as defined below) do not constitute a
majority of the Board of Directors (or, if applicable, the Board of Directors of
a successor corporation to the Company), where the

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term "Continuing Director" means at any date a member of the Board of Directors
(x) who was a member of the Board of Directors on the date of the initial
adoption of this provision by the Board of Directors or (y) who was nominated or
elected subsequent to such date by at least a majority of the directors who were
Continuing Directors at the time of such nomination or election or whose
election to the Board of Directors was recommended or endorsed by at least a
majority of the directors who were Continuing Directors at the time of such
nomination or election. But, any individual whose initial assumption of office
occurred as a result of an actual or threatened election contest with respect to
the election or removal of directors or other actual or threatened solicitation
of proxies or consents, by or on behalf of a person other than the Board of
Directors, is excluded from clause (c)(y) above.

        (2) Termination. Notwithstanding any provision to the contrary in this
Plan, if a Participant voluntarily terminates his or her employment with the
Company for Good Reason or if the Company terminates the Participant's
employment without Cause during the period one month before through twelve
months after the date of a Change in Control, then, on the Participant's
termination date:

        (a) all of the Participant's outstanding Awards will immediately vest in
full and will remain exercisable until the earlier of (i) the first anniversary
of the Participant's termination of employment or (ii) the end of the term of
the Award; and

        (b) any reacquisition or repurchase rights held by the Company with
respect to any of the Participant's Awards will lapse.

        (3) For purposes of this Section 8(d) only:

        (a) CAUSE means (i) the Participant's willful and continued failure to
substantially perform the Participant's material responsibilities to the Company
(except if the failure results from the Participant's incapacity caused by
physical or mental illness or disability); (ii) the Participant's conviction of
a felony involving moral turpitude; or (iii) the Participant's willful conduct
which materially injures the business of the Company, monetarily or otherwise.
If a Participant acts, or fails to act, in good faith and with the reasonable
belief that his or her act, or failure to act, was in the best interests of the
Company, then the act, or failure to act, will not be deemed willful for
purposes of this definition.

        (b) COMPANY includes any successor entity.

        (c) GOOD REASON means the occurrence, without the Participant's express
written consent, of:

        (i) a reduction in the Participant's title, annual base salary or a
significant reduction in responsibilities as in effect immediately prior to, or
as increased after, the effective date of the Change of Control; or

        (ii) the relocation of the Participant's principal place of employment
to a location more than fifty miles from the Participant's principal place of
employment prior to the effective date of the Change of Control or a relocation
that increases the Participant's commuting distance to and from the relocated
place of employment to more than fifty miles.

        (4) If the benefits to the Participant resulting from Section 8(d)(2)(a)
and 8(d)(2)(b) and any other benefits otherwise payable to a Participant
constitute a parachute payment ("Payment") within the meaning of Section 280G
(as amended or replaced) of the Code, and, except for this Section 8(d)(4),
would be subject to the excise tax imposed by Section 4999 (as amended or
replaced) of the Code (the "Excise Tax"), then the Payment will be the full
amount or a lesser amount (with cash payments reduced before Award
compensation), whichever results in the Participant's receipt, on an after tax
basis, of the

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greater amount of the Payment whether or not all or some portion of the Payment
may be subject to the Excise Tax.

        Accountants selected by the Company will make, in writing and in good
faith, any determination required under this Section 8(d)(4) unless the Company
and the Participant otherwise agree in writing. The accountants may make
reasonable assumptions and approximations in applying the Code to make their
determination. The Company and the Participants will furnish to the accountants
any information and documents that the accountants may reasonably request. The
Company will pay all reasonable costs the accountants may incur in providing
this determination.

9.  GENERAL PROVISIONS APPLICABLE TO AWARDS

        (a) TRANSFERABILITY OF AWARDS. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant. References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.

        (b) DOCUMENTATION. Each Award shall be evidenced by a written instrument
in such form as the Board shall determine. Each Award may contain terms and
conditions in addition to those set forth in the Plan.

        (c) BOARD DISCRETION. Except as otherwise provided by the Plan, each
Award may be made alone or in addition or in relation to any other Award. The
terms of each Award need not be identical, and the Board need not treat
Participants uniformly.

        (d) TERMINATION OF STATUS. The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

        (e) WITHHOLDING. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. Except as the Board may otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act,
Participants may, to the extent then permitted under applicable law, satisfy
such tax obligations in whole or in part by delivery of shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their Fair Market Value. The Company may, to the extent permitted by law, deduct
any such tax obligations from any payment of any kind otherwise due to a
Participant.

        (f) AMENDMENT OF AWARD; PROHIBITION ON REPRICING. The Board may amend,
modify or terminate any outstanding Award, including but not limited to,
substituting therefor another Award of the same or a different type, changing
the date of exercise or realization, and converting an Incentive Stock Option to
a Nonstatutory Stock Option, PROVIDED THAT the Participant's consent to such
action shall be required unless the Board determines that the action, taking
into account any related action, would not materially and adversely affect the
Participant, and FURTHER PROVIDED, that the Board may not amend, modify,
substitute or otherwise change any outstanding Award in order to effect a
decrease in the exercise price thereof.

        (g) CONDITIONS ON DELIVERY OF STOCK. The Company will not be obligated
to deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the

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Plan until (i) all conditions of the Award have been met or removed to the
satisfaction of the Company, (ii) in the opinion of the Company's counsel, all
other legal matters in connection with the issuance and delivery of such shares
have been satisfied, including any applicable securities laws and any applicable
stock exchange or stock market rules and regulations, and (iii) the Participant
has executed and delivered to the Company such representations or agreements as
the Company may consider appropriate to satisfy the requirements of any
applicable laws, rules or regulations.

        (h) ACCELERATION. The Board may at any time provide that any Options
shall become immediately exercisable in full or in part, that any Restricted
Stock Awards shall be free of restrictions in full or in part or that any other
Awards may become exercisable in full or in part or free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the
case may be.

10. MISCELLANEOUS

        (a) NO RIGHT TO EMPLOYMENT OR OTHER STATUS. No person shall have any
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

        (b) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any shares of Common Stock to be distributed
with respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.

        (c) EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective on
the date on which it is adopted by the Board, but no Award granted to a
Participant that is intended to comply with Section 162(m) shall become
exercisable, vested or realizable, as applicable to such Award, unless and until
the Plan has been approved by the Company's stockholders to the extent
stockholder approval is required by Section 162(m) in the manner required under
Section 162(m) (including the vote required under Section 162(m)). No Awards
shall be granted under the Plan after the completion of ten years from the
earlier of (i) the date on which the Plan was adopted by the Board or (ii) the
date the Plan was approved by the Company's stockholders, but Awards previously
granted may extend beyond that date.

        (d) AMENDMENT OF PLAN. The Board may amend, suspend or terminate the
Plan or any portion thereof at any time, provided that to the extent required by
Section 162(m), no Award granted to a Participant that is intended to comply
with Section 162(m) after the date of such amendment shall become exercisable,
realizable or vested, as applicable to such Award, unless and until such
amendment shall have been approved by the Company's stockholders as required by
Section 162(m) (including the vote required under Section 162(m)), and further
provided that the approval of holders of a majority of the shares of Common
Stock present or represented and voting at the meeting of stockholders called
for such purpose will be required for any amendment to the Plan which (i)
changes the class of persons eligible for the grant of awards, as specified in
Section 2, (ii) increases (unless pursuant to Section 8) the maximum number of
shares subject to awards under the Plan, as specified in Section 4, or (iii)
materially increases the benefits accruing to Participants under the Plan.

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        (e) GOVERNING LAW. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.

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