ACCOUNT OF ANY BREACH OF OR DEFAULT UNDER THIS AGREEMENT, THE
PREVAILING PARTY IN SUCH ACTION SHALL BE ENTITLED TO RECOVER, IN ADDITION TO ANY
OTHER RELIEF TO WHICH IT MAY BE ENTITLED, ALL REASONABLE ATTORNEYS' AND EXPERTS'
FEES INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH ACTION (INCLUDING,
WITHOUT LIMITATION, ANY APPEAL THEREOF).
10.5
GOVERNING LAW; JURISDICTION AND VENUE.
THIS AGREEMENT SHALL BE
INTERPRETED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA WITHOUT REFERENCE TO ITS CHOICE OF LAW RULES, EXCEPT TO THE EXTENT
PREEMPTED BY THE LAWS OF THE UNITED STATES OF AMERICA.
WITH RESPECT TO ALL
DISPUTES ARISING IN CONNECTION WITH THIS AGREEMENT AND THE DISMISSAL OF THE
ACTION, THE PARTIES CONSENT TO JURISDICTION, INCLUDING PERSONAL AND/OR SUBJECT
MATTER, AND VENUE IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT
OF CALIFORNIA, OR TO THE EXTENT THAT THAT COURT REFUSES TO EXERCISE SUCH
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JURISDICTION, IN THE SUPERIOR COURT OF CALIFORNIA FOR THE COUNTY OF SANTA
CLARA.
THE PARTIES WAIVE THEIR RIGHT TO OBJECT TO, OR CHALLENGE, THE
JURISDICTION OR VENUE OF SAID COURT.
10.6
INTERPRETATION OF AGREEMENT.
THIS AGREEMENT IS THE PRODUCT OF AN
ARMS-LENGTH NEGOTIATION AMONG THE PARTIES, WITH EACH OF THE PARTIES BEING
REPRESENTED BY LEGAL COUNSEL OF ITS CHOICE.
ACCORDINGLY, IN ANY INTERPRETATION
OF THIS AGREEMENT, IT SHALL BE DEEMED THAT THIS AGREEMENT WAS PREPARED JOINTLY
BY THE PARTIES, AND NO AMBIGUITY SHALL BE CONSTRUED OR RESOLVED AGAINST ANY
PARTY ON THE PREMISE OR PRESUMPTION THAT SUCH PARTY WAS RESPONSIBLE FOR DRAFTING
THIS AGREEMENT.
SECTION AND SUBSECTION HEADINGS IN THIS AGREEMENT ARE INCLUDED
FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE A PART OF THIS
AGREEMENT FOR ANY OTHER PURPOSE OR BE GIVEN ANY SUBSTANTIVE EFFECT.
10.7
FURTHER ASSURANCES.
EACH OF THE PARTIES SHALL DO, OR CAUSE TO BE
DONE, ALL SUCH FURTHER ACTS, AND SHALL EXECUTE, ACKNOWLEDGE AND DELIVER, OR
CAUSE TO BE EXECUTED, ACKNOWLEDGED AND DELIVERED, ANY AND ALL SUCH FURTHER
DOCUMENTATION AS ANY OTHER PARTY TO THIS AGREEMENT REASONABLY REQUIRES TO CARRY
OUT THE PURPOSES OF THIS AGREEMENT.
10.8
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
10.9
SEVERABILITY/NO TERMINATION.
IF ANY PROVISION OF THIS AGREEMENT IS
HELD TO BE ILLEGAL, INVALID, OR OTHERWISE UNENFORCEABLE, SUCH PROVISION SHALL BE
ENFORCED
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TO THE MAXIMUM EXTENT POSSIBLE CONSISTENT WITH THE STATED INTENTION OF THE
PARTIES, OR, IF INCAPABLE OF SUCH ENFORCEMENT, THEN SUCH PROVISION SHALL BE
EXCLUDED FROM THIS AGREEMENT AND THE BALANCE OF THIS AGREEMENT SHALL BE
INTERPRETED AS IF SUCH PROVISION WERE SO EXCLUDED AND SHALL BE ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS.
NEITHER THIS AGREEMENT NOR ANY OF ITS PROVISIONS
SHALL BE SUBJECT TO TERMINATION BY ANY PARTY TO THIS AGREEMENT.
10.10
ASSIGNMENT.
THIS AGREEMENT IS PERSONAL TO THE PARTIES, AND NO PARTY
MAY ASSIGN THIS AGREEMENT OR ANY RIGHT, OBLIGATION, OR BENEFIT UNDER THIS