As promptly as possible after execution of this Agreement, the Licensee agrees to submit copies of this Agreement to any governmental agency in any country in the Territory where approval of a license agreement is necessary and agrees to promptly prosecute any such application diligently. This Agreement shall only become effective in such country or countries upon receipt of appropriate approval from the applicable governmental agency.

This Agreement will be construed in accordance with and governed by the laws of the [ ], without giving effect to the conflict of law principles of the [ ]. OR This Agreement shall be governed by the laws of [STATE], as applied to agreements entered into and to be performed entirely within [STATE] without regard to the principles of conflict of laws or the United Nations Convention on Contracts for the International Sale of Goods. Unless otherwise elected by the Company in writing for a particular instance (which the Company may do at its sole option), the sole jurisdiction and venue for actions related to the subject matter hereof shall be the state and U.S. federal courts having within their jurisdiction the location of the Company’s principal place of business. Both parties consent to the jurisdiction of such courts and agree that process may be served in the manner provided herein for giving of notices or otherwise as allowed by [STATE] state or U.S. federal law. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. OR The Agreement shall be governed and construed by the laws of the State of Delaware. Any litigation instituted relating directly or indirectly to this Agreement shall be filed before a court of competent jurisdiction in the State of Delaware or before a court of competent jurisdiction in the States of either [STATE] or [STATE] applying Delaware law. OR The state and federal courts located in [COUNTY], [STATE] shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non conveniens or otherwise. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.