The execution, interpretation and performance of this Agreement, and any disputes with respect to the transactions contemplated by this Agreement shall be governed by the internal laws and judicial decisions of the State of California, without regard to principles of conflicts of laws. Each party consents to submit itself to personal jurisdiction of (i) the United States District Court for the Southern District of California in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement to the extent such court would have subject matter jurisdiction with respect to such dispute and (ii) the courts of California otherwise.