EXCEPT AS OTHERWISE PROVIDED HEREIN, All questions and/or disputes concerning the construction, validity and interpretation of this Agreement and the transactions contemplated hereby shall be governed by the internal laws, and not the law of conflicts, of the State of Delaware (except that the provisions of the laws of the State of Oregon shall apply with respect to any provisions set forth herein that are required to be governed by such laws or where such laws are otherwise mandatorily applicable to the transactions contemplated hereby). EACH PARTY HERETO hereby irrevocably and unconditionally agrees to be subject to, and hereby consents and submits to, the jurisdiction of the courts of the State of Delaware and agrees that any action involving any equitable or other claim shall be brought exclusively in the Delaware Court of Chancery. In the event that the Delaware Court of Chancery does not accept OR DOES NOT HAVE jurisdiction over any such action, EACH PARTY HERETO hereby irrevocably and unconditionally agrees that any such action then shall be brought exclusively in the United States District Court for the District of Delaware.