This Agreement shall be governed by and construed and enforced in accordance with the laws of New York applicable to contracts made and to be performed in such State without giving effect to its principles of conflicts of laws; provided that no indemnification or advancement of expenses provided for herein shall extend beyond what is permitted under Swiss law and further provided that no provision of this Agreement shall be upheld or be enforceable to the extent it constitutes, or its performance would constitute, a violation of directors’ duties under Swiss law.