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Applicable Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the Laws of the Republic

of Italy without regard to Italy’s conflicts of law rules.

Any disputes or claim arising out of or in

connection with this Agreement shall be submitted to the sole competence and jurisdiction of

the ordinary Courts of Trieste.

13.

Successor and assigns

The Parties agree that this Agreement and any subsequent amendments shall be binding on their

successors in title and assigns, and undertake the necessary steps to ensure they are so bound.

14.

Third parties

This Agreement does not create any right enforceable by any person not a Party to it.

15.

Communications

Any notice or other communication made or given by any Party in connection with this

Agreement shall be sent via fax (with confirmation) or by registered or certified mail or courier

service addressed to the other Party at its address set forth below:

<Party>

<address>

For the attention of

<contacts>

<Party>

<address>

For the attention of

<contacts>

or such other address that each Party may from time to time notify in writing to the other Party

in case of changes of the above addresses.

The communications will be deemed to be made at the effective date of receipt.

16.

Secrecy

The existence of this Agreement cannot be disclosed to any third party.

It is thus forbidden to

make any oral and/or written disclosure (advertising, publication, or any other kind of external

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communication) of this Agreement being in force nor of the potential co-operation that could be

subsequently negotiated, without prior and written authorisation of all Parties.

Agreed by the Parties through their authorised signatories

For and on behalf of

<Party>

Signed

Name

Date

For and on behalf of

<Party>

Signed

Name

Date

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EXHIBIT(d)(3)