Dispute Resolution; Governing Law and Forum Selection. This Agreement, for all purposes, shall be construed in accordance with the laws of California without regard to conflict-of-law principles. Any action or proceeding by either of the Parties to enforce this Agreement shall be brought in state or federal courts located in the state of California, county of San Diego. The Parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

Dispute Resolution; Governing Law and Forum Selection.Venue. This Agreement, for all purposes, shallAgreement is to be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed wholly within such State, and without regard to conflict-of-law principles. Any action or proceeding by eitherthe conflicts of the Parties to enforce this Agreementlaws principles thereof. Except as provided in Sections 5 and 7, any suit brought hereon shall be brought in the state or federal courts locatedsitting in San Diego, California, the state of California, county of San Diego. The Partiesparties hereto hereby irrevocably submit to the exclusive jurisdiction ofwaiving any claim or defense that such courts and waive the defense of inconvenient forum to the maintenance ofis not convenient or proper. Each party hereby agrees that any such action or proceedingcourt shall have in such venue.personam jurisdiction over it and consents to service of process in any manner authorized by California law.

Dispute Resolution; Governing Law and Forum Selection.Law. This Agreement, for all purposes,Agreement shall be governed by and construed in accordance with the laws of Californiathe State of California, without regardreference to conflict-of-law principles. Any actionthe principles of conflict of laws. All actions and proceedings arising out of or proceeding by either of the Partiesrelating to enforce this Agreement shall be broughtheard and determined in state or federal courts locatedany court in San Diego County, California and the state of California, county of San Diego. The Partiesparties hereto hereby irrevocably submitconsent to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance ofin any such action or proceeding; provided, however, that neither party shall commence any such action or proceeding unless prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause of action which is the subject of such venue.action or proceeding through mediation by an independent third party.

Dispute Resolution; Governing Law and Forum Selection. This Agreement, for all purposes, shall be construed in accordance withApplicable Law; Venue. Except to the extent governed by the laws of California without regardthe United States, this Agreement is to conflict-of-law principles. Any action or proceedingbe governed by eitherand construed under the laws of the Parties to enforce this AgreementState of California. Any suit brought hereon shall be brought in the state or federal courts locatedsitting in San Diego County, California, the state of California, county of San Diego. The Partiesparties hereto hereby irrevocably submit to the exclusive jurisdiction ofwaiving any claim or defense that such courts and waive the defense of inconvenient forum to the maintenance ofis not convenient or proper. Each party hereby agrees that any such action or proceedingcourt shall have in such venue.personam jurisdiction over it and consents to service of process in any manner authorized by California law.

Dispute Resolution; Governing Law and Forum Selection.Law; Venue. This Agreement, for all purposes,Agreement shall be governed by and construed in accordance withunder the laws of the State of California without regardin all respects as such laws are applied to conflict-of-law principles. Any actionagreements among California residents entered into and performed entirely within California. THE PARTIES TO THIS AGREEMENT HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY WITH RESPECT TO DISPUTES ARISING UNDER THIS AGREEMENT AND THE RELATED AGREEMENTS AND CONSENT TO A BENCH TRIAL WITH THE APPROPRIATE JUDGE ACTING AS THE FINDER OF FACT. The Parties hereto hereby expressly and irrevocably agree that any suit or proceeding by either of the Partiesarising directly and/or indirectly pursuant to enforceor under this Agreement shall be brought solely in a federal or state orcourt located in the City of San Diego, State of California. By its execution hereof, the Parties hereby covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in the stateState of California, countyin the City of San Diego.Diego and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in the State of Calfiornia. The Parties herebyhereto expressly and irrevocably submit towaive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenanceevent of any such action or proceeding in such venue.proceeding, the Party prevailing therein shall be entitled to payment from the other Party hereto of its reasonable counsel fees and disbursements.

Dispute Resolution; Governing LawLaw. This Agreement will be governed by and Forum Selection. This Agreement, for all purposes, shall be construed in accordance with the laws of California without regardthe United States and the State of California. Each party consents to conflict-of-law principles. Any action or proceeding by eitherthe jurisdiction and venue of the Parties to enforce this Agreement shall be brought in state or federal courts located in the state ofSan Diego, California, county of San Diego. The Parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance ofif applicable, in any such actionaction, suit, or proceeding in such venue.arising out of or relating to this Agreement.

Dispute Resolution; Governing Law and Forum Selection.Venue. This Agreement, forAgreement and all purposes,acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of Californiathe State of California, without regardgiving effect to conflict-of-law principles. Any action or proceeding by eitherprinciples of conflicts of law. Each of the Partiesparties hereto irrevocably submits to enforcethe jurisdiction of the courts of San Diego County for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement shall be brought in state or federal courts located inand the state of California, county of San Diego. The Parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.transactions contemplated hereby.

Dispute Resolution; Governing Law and Forum Selection.Law; Forum. This Agreement, for all purposes,Agreement shall be construed in accordance withgoverned by the laws of California without regard to conflict-of-law principles. Any action or proceedingthe United States of America and by eitherthe laws of the PartiesState of California, as such laws are applied to enforce this Agreement shallagreements entered into and to be brought inperformed entirely within California between California residents. Company and I each irrevocably consent to the exclusive personal jurisdiction of the federal and state or federal courts located in the stateCalifornia, as applicable, for any matter arising out of California, county of San Diego. The Parties hereby irrevocably submitor relating to the exclusive jurisdictionthis Agreement, except that in actions seeking to enforce any order or any judgment of such federal or state courts and waive the defense of inconvenient forum to the maintenance of anylocated in California, such action or proceeding in such venue.personal jurisdiction shall be nonexclusive.

Dispute Resolution; Governing Law4.5Forum Selection. If any dispute between the Parties arising out of, or relating to this Agreement must be litigated in a court of law, then such Parties hereby stipulate and Forum Selection. This Agreement, for all purposes,agree that in such instances such litigation shall be construedcommenced and maintained in accordance with the lawsa court of competent jurisdiction in San Diego County, California without regardand as a result thereof, such parties hereby waive any and all rights to conflict-of-law principles. Any action or proceeding by either of the Parties to enforce this Agreement shall be broughtcommence and maintain any such litigation in any other state or federal courts located in the statecourt, as well as waive any and all rights to a trial by jury on any issue to enforce any term or condition of California, county of San Diego. The Partiesthis Agreement. Such parties hereby irrevocablyfurther submit to the exclusiveand accept unconditionally, with respect to any such litigation, personal jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such actionCalifornia or proceeding in such venue.federal court.

Dispute Resolution; Governing LawLaw, Jurisdiction and Forum Selection.Venue. This Agreement, for all purposes, shallAgreement will be governed by and construed in accordance with the laws of Californiathe State of California, without regardgiving effect to conflict-of-law principles. Anythat body of laws pertaining to conflict of laws. The parties agree that any action brought by any party under or proceeding by eitherin relation to this Agreement, including without limitation to interpret or enforce any provision of the Parties to enforce this AgreementAgreement, shall be brought inin, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal courtscourt located in the stateNorthern District of California, county of San Diego. The Parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.California.