This excerpt taken from the CEPH 8-K filed May 15, 2009.
12. Governing Law.
The interpretation, performance and enforcement of this Agreement, the Notice and the Plan will be governed by the laws of the Commonwealth of Pennsylvania without giving effect to the conflicts of laws provisions thereof.
This excerpt taken from the CEPH 10-Q filed Nov 9, 2007.
Section 13.10 GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED AND PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES.
This excerpt taken from the CEPH 8-K filed Dec 22, 2005.
25. GOVERNING LAW
25.1 This agreement is governed by and shall be construed in accordance with English law.
25.2 The English courts have exclusive jurisdiction to settle any disputes arising out of or in connection with this agreement and the parties submit to the exclusive jurisdiction of the English Courts.
25.3 The Purchaser and the Purchaser Guarantor each irrevocably appoints Cephalon (UK) Limited, whose registered office is at 11/13 Frederick Sanger Road, Surrey Research Pack, Guildford, Surrey, GU2 7YD as its agent in England for service of process.
25.4 The parties waive any objection to the English courts on grounds that they are an inconvenient or inappropriate forum to settle any such dispute.
25.5 EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING, DIRECTLY OR INDIRECTLY, OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY IT AND FOR ANY COUNTERCLAIM THEREIN (IN EACH CASE WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND WHETHER PREDICATED ON COMMON LAW, STATUTE OR OTHERWISE). EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY AMONGST OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATES IN THIS SUBCLAUSE.
This excerpt taken from the CEPH 10-Q filed Aug 9, 2005.
8.2 Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware (other than its choice of law principles).