Governing Law and Venue. This Agreement and all 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 the State of California, without giving effect to principles of conflicts of law. Each of the parties hereto irrevocably submits to the 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 and the transactions contemplated hereby.

Governing Law and Venue.Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties heretohereunder shall be governed,governed by, and construed and interpreted in accordance withwith, the laws of the State of California, applicable to agreements made and to be performed wholly within said State, without giving effectregard to the conflicts of laws principles of conflicts of law. Each of the parties hereto irrevocably submits to the 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 and the transactions contemplated hereby.such State.

Governing Law and Venue.Law; Jurisdiction. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed,governed by and construed and interpreted in accordance with the lawslaw of the State of California,California without giving effectregard to principlesconflict of conflicts of law. Each of thelaw provisions. The parties hereto irrevocably submits to the jurisdiction of the courts of San Diego County for the purpose ofirrevocable # agree that any legal suit, action,action or proceeding or judgment relating to or arising out of or based upon this Agreement andor the transactions contemplated hereby.hereby shall be instituted in any federal or state court only in the County of Orange, California, # waive, to the fullest extent it may effectively do so under applicable law, any objection which they may now or hereafter have to the laying of venue of any such proceeding or to the convenience of the forum and # submit to the exclusive jurisdiction of any federal or state court in the State of California, County of Orange in any such suit, action or proceeding.

Governing Law and Venue.Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligationsduties of the parties heretoParties hereunder shall be governed,governed by, and construed and interpreted in accordance withwith, the laws of the State of California,California without giving effect to principlesany conflict of conflicts of law. Each of the parties hereto irrevocably submits to the 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 and the transactions contemplated hereby.law provision.

Governing Law and Venue.Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construedconstrued, interpreted, and interpretedenforced in accordance with its express terms, and otherwise in accordance with the substantive laws of the State of California, without giving effect to any principles of conflicts of law. Eachlaw, whether of the parties hereto irrevocably submits toState of California or any other jurisdiction, and where applicable, the jurisdictionlaws of the courtsUnited States, that would result in the application of San Diego County for the purposelaws of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby.other jurisdiction.

Governing Law and Venue.Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed,governed by and construed and interpretedenforced in accordance with the laws of the State of California,California applicable to contracts made and to be performed in such State without giving effect to the principles of conflicts of law. Each of the parties hereto irrevocably submits to the 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 and the transactions contemplated hereby.laws.

Governing Law and Venue.Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed,governed by, and construed under and interpreted in accordance withwith, the laws of the Statestate of California,California without giving effect to principlesany choice or conflict of conflictslaw provision or rule (whether the state of law. EachCalifornia or any other jurisdiction) that would cause the application of the parties hereto irrevocably submits to the jurisdiction of the courts of San Diego County for the purposelaws of any suit, action, proceeding or judgment relating to or arising outjurisdiction other than the state of this Agreement and the transactions contemplated hereby.California.

Governing Law and Venue.Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed,governed by, and construed and interpreted in accordance withwith, the laws of the State of California, without giving effectregard to principles of conflicts of law. Eachlaws principles thereof to the extent that the general application of the parties hereto irrevocably submits to thelaws of another 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 and the transactions contemplated hereby.would be required thereby.

Section # Governing Law and Venue.Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligationsduties of the parties heretohereunder shall be governed,governed by, and construed and interpreted in accordance withwith, the laws of the State of California,California without giving effect to principlesany conflict of conflicts of law. Each of the parties hereto irrevocably submits to the 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 and the transactions contemplated hereby.law provision.

Governing Law and Venue.Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed,governed by and construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. Each of the parties hereto irrevocably submits to the 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 and the transactions contemplated hereby.California.