NEGOTIATIONS OF THIS AGREEMENT EXCEPT
WITH THE PRIOR WRITTEN CONSENT OF SUCH PARTY.
17.2
STAR CHINA SHALL KEEP SECRET AND NOT DISCLOSE TO
ANY THIRD PARTY (OTHER THAN ITS OUTSIDE PROFESSIONAL ADVISERS) ANY CONFIDENTIAL
INFORMATION CONCERNING THE CHINESE PARTIES AND THEIR RESPECTIVE ASSOCIATED
COMPANIES THAT HAS BEEN OR WILL BE MADE AVAILABLE IN THE COURSE OF ITS DUE
DILIGENCE INVESTIGATIONS EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE CHINESE
PARTIES.
STAR CHINA WARRANTS THAT ITS CONFIDENTIALITY OBLIGATIONS UNDER THIS
AGREEMENT SHALL BE APPLICABLE TO ITS ENGAGED EXTERNAL CONSULTANTS AND IT SHALL
BEAR JOINT AND SEVERAL LIABILITY FOR THE BREACH OF ITS CONFIDENTIALITY
OBLIGATIONS BY SUCH EXTERNAL CONSULTANTS.
17.3
THE ABOVE PROHIBITIONS SHALL CEASE TO APPLY IN
THE EVENT THAT THE CONFIDENTIAL INFORMATION COMES INTO THE PUBLIC DOMAIN (OTHER
THAN THROUGH ANY UNAUTHORIZED DISCLOSURE BY A PARTY) OR DISCLOSURE OF THE
CONFIDENTIAL INFORMATION IS REQUIRED BY LAW OR BY ANY COURT OR ARBITRAL
TRIBUNAL, INCLUDING, IN THE CASE OF STAR CHINA , PURSUANT
33
TO RULES AND REGULATIONS OF THE
NEW YORK STOCK EXCHANGE AND THE U.S. SECURITIES AND EXCHANGE COMMISSION AND, IN
THE CASE OF VALIN TW, PURSUANT TO RULES AND REGULATIONS OF THE CHINA SECURITIES
REGULATORY COMMISSION AND THE SHENZHEN STOCK EXCHANGE.
IF DISCLOSURE OF SUCH
INFORMATION IS REQUIRED BY LAW OR BY ANY COURT OR ARBITRAL TRIBUNAL, THE PARTY
SO REQUIRED TO DISCLOSE THE CONFIDENTIAL INFORMATION SHALL PROMPTLY INFORM THE
OTHER PARTIES BEFORE TAKING ANY ACTIONS TO MAKE ANY DISCLOSURES.
17.4
BEFORE THE OBTAINING OF THE APPROVAL REPLIES WITH
RESPECT TO THE CAPITAL INCREASE ISSUED BY THE EXAMINATION AND APPROVAL
AUTHORITIES, EACH PARTY SHALL NOT DISCLOSE THE EXISTENCE OF THIS AGREEMENT AND
ITS CONTENTS WITHOUT THE OTHER PARTIES' PRIOR WRITTEN CONSENT EXCEPT AS
PERMITTED PURSUANT TO ARTICLE 17.3.
18.
GOVERNING LAW AND DISPUTE SETTLEMENT
18.1
THIS AGREEMENT AND ALL THE OTHER CONTRACTS,
AGREEMENTS AND DOCUMENTS FOR COMPLETING THE CAPITAL INCREASE AND THE MANNER AND
PROCEDURES OF CONVERTING VALIN MPM INTO THE JV COMPANY SHALL BE GOVERNED BY AND
INTERPRETED IN ACCORDANCE WITH PRC LAW.
18.2
THE PARTIES SHALL MAKE EVERY EFFORT TO SETTLE
AMICABLY ANY AND ALL DISPUTES, CONTROVERSIES AND CONFLICTS ARISING OUT OF OR
RELATING TO OR IN CONNECTION WITH THIS AGREEMENT AND THE PERFORMANCE OR
NON-PERFORMANCE OF THE OBLIGATIONS SET FORTH HEREIN (INCLUDING ANY QUESTIONS
REGARDING ITS EXISTENCE, VALIDITY OR TERMINATION) (A "DISPUTE").
DISPUTES OR
CLAIMS, IF ANY, WHICH CANNOT BE SETTLED AMICABLY BETWEEN THE PARTIES, WITHIN
THIRTY (30) DAYS AFTER WRITTEN NOTICE OF SUCH DISPUTE HAS BEEN GIVEN BY ONE
PARTY TO THE OTHER PARTY, SHALL BE REFERRED TO THE INTERNATIONAL COURT OF
ARBITRATION OF THE INTERNATIONAL CHAMBER OF COMMERCE AND FINALLY RESOLVED BY
ARBITRATION IN HONG KONG UNDER THE RULES OF ARBITRATION OF THE INTERNATIONAL
CHAMBER OF COMMERCE ("ICC RULES") FOR THE TIME BEING IN FORCE.
THE ICC RULES
SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE INTO THIS ARTICLE WITHIN THIS
AGREEMENT.
THE TRIBUNAL SHALL CONSIST OF ONE (1) ARBITRATOR WHO SHALL BE
APPOINTED BY THE CHAIRMAN OF THE INTERNATIONAL CHAMBER OF