Common use of Jurisdiction; Venue; Waiver of Jury Trial Clause in Contracts

Jurisdiction; Venue; Waiver of Jury Trial. Any controversy or claim, action, suit or proceeding arising out of or relating to this Agreement or the Notes shall be brought in a State court in Cxxx County, Illinois or, if it has or can acquire jurisdiction, any Federal court located in such State and County, and EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVES TRIAL BY JURY, IN EACH CASE IN CONNECTION WITH ANY CONTROVERSY, CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any controversy, claim, action, suit or proceeding arising out of or relating to the Agreement, the Notes, or the transactions contemplated hereby or thereby, in the courts of the State of Illinois or the United States of America, in each case located in Cxxx County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such matter brought in any such court has been brought in an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such controversy, claim, suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

Jurisdiction; Venue; Waiver of Jury Trial. Any controversy or claim, action, suit or proceeding arising out of or relating to this Agreement or the Notes Note shall be brought in a State court in Cxxx County, Illinois or, if it has or can acquire jurisdiction, any Federal court located in such State and County, and EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVES TRIAL BY JURY, IN EACH CASE IN CONNECTION WITH ANY CONTROVERSY, CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any controversy, claim, action, suit or proceeding arising out of or relating to the Agreement, the Notesthis Note, or the transactions contemplated hereby or therebyhereby, in the courts of the State of Illinois or the United States of America, in each case located in Cxxx County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such matter brought in any such court has been brought in an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such controversy, claim, suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

Jurisdiction; Venue; Waiver of Jury Trial. Any controversy or claim, action, suit or proceeding arising out of or relating to this Agreement or the Notes shall be brought in a State court in Cxxx Santa Xxxxx County, Illinois California or, if it has or can acquire jurisdiction, any Federal court located in such State and County, and EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVES TRIAL BY JURY (AND AGREES NOT TO REQUEST TRIAL BY JURY), IN EACH CASE IN CONNECTION WITH ANY CONTROVERSY, CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTEAGREEMENT. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any controversy, claim, action, suit or proceeding arising out of or relating to the this Agreement, the Notes, or the transactions contemplated hereby or therebyhereby, in the courts of the State of Illinois California or the United States of America, in each case located in Cxxx Santa Xxxxx County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such matter brought in any such court has been brought in an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such controversy, claim, suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Note Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. [Signature Page Follows] The parties have executed this Investors’ Rights Agreement as of the date first written above. COMPANY: HORIZON PHARMA, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Address: 0000 Xxxxxx Xxxx., Xxxxx 000 Xxxxxxxxxx, XX 00000 SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT OF HORIZON PHARMA, INC. The parties have executed this Investors’ Rights Agreement as of the date first written above. INVESTORS: ESSEX WOODLANDS HEALTH VENTURES FUND VII, LP By: Essex Woodlands Health Ventures VII, LP. Its: General Partner By: Essex Woodlands Health Ventures VII, L.L.C. Its: General Partner By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx, Managing Director Notice to: 000 Xxxxxx Xx., 3rd Floor Palo Alto, CA 94301 Attn: Xxxx Xxxxxxx, PhD Fax: (000) 000-0000 And a copy to: K&L Gates LLP 00 X. Xxxxxxx St., Suite 100 Chicago, Illinois 60602 Attn: Xxxxx X. Xxxxxx, Esq. Fax: (000) 000-0000 SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT OF HORIZON PHARMA, INC. The parties have executed this Investors’ Rights Agreement as of the date first written above. INVESTORS: SCALE VENTURE PARTNERS II, LP By: Scale Venture Management II, LLC Its: General Partner /s/ Xxx Xxxx Xxx Xxxx Managing Director SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT OF HORIZON PHARMA, INC. The parties have executed this Investors’ Rights Agreement as of the date first written above. INVESTORS: XXXXXX HILL VENTURES, A CALIFORNIA LIMITED PARTNERSHIP By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Managing Director of the General Partner XXXXXXX X. XXXX AND XXXXXXXXX X. XXXX AS TRUSTEES OF XXXXXXX X. AND XXXXXXXXX X. XXXX TRUST AGREEMENT DATED 10/31/00 By: /s/ Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx, Trustee SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT OF HORIZON PHARMA, INC. The parties have executed this Investors’ Rights Agreement as of the date first written above. INVESTORS:

Jurisdiction; Venue; Waiver of Jury Trial. Any controversy or claimThe Parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of any Federal court sitting in the City of Chicago, actionIllinois over any suit, suit action or proceeding arising out of or relating to this Agreement or Agreement. To the Notes shall be brought in a extent federal jurisdiction is lacking for any particular claim, the Parties hereto will accept the jurisdiction of any State court sitting in Cxxx Countythe City of Chicago, Illinois orIllinois. Without limitation of other means of service, if the Parties hereto agree that service of any process, summons, notice or document with respect to any action, suit or proceeding may be served on it has or can acquire jurisdiction, any Federal court located in such State and County, and EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVES TRIAL BY JURY, IN EACH CASE IN CONNECTION WITH ANY CONTROVERSY, CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTEaccordance with the notice provisions set forth in Section 11.7. Each of the parties The Parties hereto hereby irrevocably and unconditionally waives waive any objection to the laying of venue of any controversysuch suit, claim, action, suit action or proceeding arising out of or relating to the Agreement, the Notes, or the transactions contemplated hereby or thereby, in the courts of the State of Illinois or the United States of America, in each case located in Cxxx County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim brought in any such court and any claim that any such matter suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served The Parties hereto each agrees that a final judgment in any such controversy, claim, suit, action or proceeding by mailing a copy thereof brought in an appropriate court pursuant to such party at this Section 11.14shall be conclusive and binding upon the address for such notices to it under this Note Parties hereto, as the case may be, and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall may be deemed to limit enforced in any way other courts to whose jurisdiction the Parties hereto, as the case may be, is or may be subject, by suit upon such judgment. The Parties hereto hereby waive their respectiverights to a trial by jury of any right claim or cause of action arising out of or relating to serve process Buyer’s investigation of the BHG Companies, the Business, the Purchased Assets, this Agreement, the negotiation and execution of this Agreement or any Contract entered into pursuant hereto (except to the extent otherwise expressly set forth therein) or the performance by the Parties of its or their terms in any manner permitted suit, action or proceeding of any type brought by lawone Party against the other, regardless of the basis of the claim or cause of action.