This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the State of New York regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. The provisions of Section 8.08 of the Royalty Interest Purchase Agreement are incorporated herein, mutatis mutandis , as if a part hereof.