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200209211 SSc ON 12.07. Jadsdlcdon Any wit action or proceeding seeking to enforce my provision of, a based on my matter arising out of or in connection with, this Agreement or the nateactioos contemplated hereby may be brought in my federal court located to the State of Delaware or my Delaware state court and each of the parties hereby consents to the jurisdiction of such courts (rod of the appropriate appellee coups therefrom) in my such suit action or proceeding and irrevocably waives, to the fullest extent permitted by law, my objection that it may now or hereafter have to the laying of the venue of my such suit action a proceeding in my such cant or that any such suit action or proceeding brought in my such court has been brought m an inconvenient foram Process in my such suit action or proceeding may be served on my parry anywhere in the world, whether within or without the jurisdiction of my such cam. Without limiting the foregoing, each party agrees that service of process on such party a provided in Section 12.01 shall be deemed effective service of process m such patty. SncnON 12.08. WAIVER OF JURY TRIAL EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SecnoN 12.09. Counterparts: Effectiveness; Bemju. This Agreement may be signed in my number of counter parts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument This Agreement shall become effective when each party ham Shan have received counterparts hereof signed by W of the other patties hereto. Except an provided in Section 8.04. no provision of this Agreement is intended an crater my rights, benefits, remedies, obligations, or liabilities hereunder upon my Person other than the parties hercm and their respective successors and assigns. Se cn; 12.10. Entire Agreement This Agreement and the Confidentiality Agreements constitute the entire agreement between the parties with mspea to the subject matter of data Agreement and supersedes ad prior agreements and undetsmndings, both oral and written, between the parties with respect to the subject matter of this Agreement SecnoN 12.11. Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interptemhw hereof. SEcrtoN 12.12. Severability. If my term, provision, covenant or restriction Of this Agreement is held by a court of competent jurisdiction or other authority m be invalid, void, unenforceable, the remainder of the terms, provisions, covenants and restric im of this Agreement shall remain ice full face and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of We transactions contemplated hereby a ant adhered in my manner materially adverse an my parry. Upon such a determination. We parties shall modify this Agreement an as an effect the original intent of the parties a closely as possible in an acceptable manner m order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. SscrtoN 12.13. Spec t fic Performance The parties hereto agree tam irreparable damage would occur if my provision of this Agreement wean not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunetiots to prevent breaches of this Agreement or to enforce specifically the performance of the terms and Inomaoos hereof ice my federal court located m the State of Delaware or my Delaware state court in addition an my other remedy to which they are nodded m law or in equity. A -35