This Agreement shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof.  The parties hereto hereby irrevocably and unconditionally consent to and submit to the jurisdiction of the Business Litigation Session of the Superior Court of the Commonwealth of Massachusetts, or if that court does not have jurisdiction, a federal court sitting in the Commonwealth of Massachusetts (the “Massachusetts Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby, waive any objection to the laying of venue of any such litigation in the Massachusetts Courts and agree not to plead or claim in any Massachusetts Court that such litigation brought therein has been brought in any inconvenient forum.