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be filed and litigated solely in the state court in the county in which the Option Agreement is governed is located or if such suit or action cannot be filed and or litigated in state court, then in the federal court located closest to the Real Property as that term is defined in the Option Agreement. Each party hereby consents to the personal and subject matter jurisdiction of said courts. Assignor and Assignee agree that San Mateo County shall for all purposes be considered the place in which this Assignment was entered into, notwithstanding the order in which, or the location or locations at which, it may have been executed or delivered. 6. Attorneys' Fees. If a legal action, suit, or proceeding is brought by Assignor or Assignee to enforce or interpret any of the provisions of this Assignment, the prevailing party shall be entitled to recover all costs and reasonable attorneys' fees incurred in connection therewith. "Prevailing party" within the meaning of this paragraph shall include, without limitation, a party who brings an action against the other after the other party is in breach or default, if such action is dismissed upon the other party's payment of the sums allegedly due or performance of the covenant allegedly breached, or if the party commencing such action or proceeding obtains substantially the relief sought by it in such action whether or not such action proceeds to a final judgment or determination. 7. Interpretation. This Assignment shall be interpreted in accordance with the common meaning of its terms and shall not be interpreted strictly for or against either party. 8. Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, and when taken together they shall constitute one and the same Assignment. Signatures may be made by facsimile provided the original is promptly mailed to the other party. 9. Successors & Assigns. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors, heirs, administrators and assigns. IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the day and year first above written. "ASSIGNOR" "ASSIGNEE" By: By: Title: Title: Option Agreement 50 Chemical 10.5.2010 v. 8 43