OF SUCH VOID
OR UNENFORCEABLE PROVISION.
9.6
OTHER REMEDIES.
EXCEPT AS OTHERWISE
PROVIDED HEREIN, ANY AND ALL REMEDIES HEREIN EXPRESSLY CONFERRED UPON A PARTY
WILL BE DEEMED CUMULATIVE WITH AND NOT EXCLUSIVE OF ANY OTHER REMEDY CONFERRED
HEREBY, OR BY LAW OR EQUITY UPON SUCH PARTY, AND THE EXERCISE BY A PARTY OF ANY
ONE REMEDY WILL NOT PRECLUDE THE EXERCISE OF ANY OTHER REMEDY.
THE PARTIES
HERETO AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE
PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR
SPECIFIC TERMS OR WERE OTHERWISE BREACHED.
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9.7
GOVERNING LAW; WAIVER OF JURY TRIAL;
ARBITRATION OF PATENT CLAIMS.
(A)
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED AND CONSTRUED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION
AND EFFECT, BY THE INTERNAL LAWS OF THE STATE OF DELAWARE (REGARDLESS OF THE
LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF
LAWS THEREOF).
(B)
JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH
PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT,
IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVER
AND CERTIFICATIONS IN THIS SECTION 9.7(B).
(C)
ARBITRATION.
IN THE EVENT THE PARTIES
CANNOT AGREE AS TO THE VALUE OF NON-CASH CONSIDERATION UNDER SECTION 1.3(B), THE
ISSUE SHALL BE SETTLED BY ARBITRATION CONDUCTED IN NEW YORK, NEW YORK, OR SUCH
OTHER PLACE AS MUTUALLY AGREED TO BY THE PARTIES, WHICH SHALL BE CONDUCTED IN
ACCORDANCE WITH THE RULES AND PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION
(AAA) THEN IN EFFECT WITH RESPECT TO COMMERCIAL DISPUTES; PROVIDED, HOWEVER,
THAT DISCOVERY SHALL BE LIMITED TO DEPOSITIONS AND INTERROGATORIES, DOCUMENT
PRODUCTION AND OTHER WRITTEN DISCOVERY. THE ARBITRATION SHALL BE FINAL AND
BINDING UPON ALL PARTIES.
THE ARBITRATION SHALL BE CONDUCTED BY A SINGLE
ARBITRATOR WITH THE RELEVANT EXPERTISE ON THE VALUATION OF SUCH CONSIDERATION
APPOINTED IN ACCORDANCE WITH AAA RULES.
THE COST OF ANY ARBITRATION HEREUNDER,
INCLUDING THE COST OF THE RECORD OR TRANSCRIPTS THEREOF, IF ANY, ADMINISTRATIVE
FEES, SHALL BE DIVIDED EVENLY BETWEEN THE PARTIES, OR OTHERWISE ALLOCATED IN AN
EQUITABLE MANNER, AS DETERMINED BY THE ARBITRATOR.
THE PARTIES SHALL USE
REASONABLE EFFORTS TO ENABLE THE ARBITRATOR TO RENDER ITS DECISION NO LATER THAN
SIXTY (60) DAYS AFTER THE SUBMISSION OF THE DISPUTE TO THE ARBITRATOR.
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9.8
RULES OF CONSTRUCTION.
THE PARTIES HERETO
AGREE THAT THEY HAVE BEEN REPRESENTED BY COUNSEL DURING THE NEGOTIATION AND
EXECUTION OF THIS AGREEMENT AND, THEREFORE, WAIVE THE APPLICATION OF ANY LAW,
REGULATION, HOLDING OR RULE OF