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Nominating Directors

               The Nominating and Corporate Governance Committee has not adopted a formal policy with regard to the consideration
            of diversity when evaluating candidates for election to the Board.  However, the Nominating and Corporate Governance
            Committee believes that membership should reflect diversity in its broadest sense, but should not be chosen nor excluded
            based on race, color, gender, national origin or sexual orientation.  In this context, the Nominating and Corporate Governance
            Committee does consider a candidate’s experience, education, industry knowledge, history with the Company, if any, and
            differences of viewpoint when evaluating his or her qualifications for election to the Board.

               The Nominating and Corporate Governance Committee believes that the Board of Directors should consist of individuals
            who possess the integrity, education, work ethic, experience and ability to work with others necessary to oversee our business
            effectively and to represent the interests of all of the Company’s stockholders.  The Nominating and Corporate Governance
            Committee also believes that it is desirable for directors to own an equity interest in the Company in order to better align their
            interests with those of the stockholders.  The standards that the Nominating and Corporate Governance Committee considers
            in selecting candidates (although candidates need not possess all of the following characteristics, and not all factors are
            weighted equally) include, among other factors determined to be relevant by the Board, each director’s or nominee’s:

                   •      business experience;

                   •      industry experience;

                   •      financial background;
                   •      breadth of knowledge about issues affecting the Company; and

                   •        time available for meetings and consultation regarding Company matters and other particular skills and
                          experience possessed by the individual.
               The Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee each operate
            pursuant to a written charter, which charters are available on our website at

               Stockholder Recommendations of Director Candidates The Board of Directors will consider Board nominees recom-
            mended by stockholders. In order for a stockholder to nominate a candidate for director, timely notice of the nomination
            must be given in writing to the Corporate Secretary of the Company.  To be timely, the notice must be received at the principal
            executive offices of the Company as set forth under “Stockholder Proposals” below.  Notice of a nomination must include the
            following information: your name, address and number of shares you own; the name, age, business address, residence address
            and principal occupation of the nominee; and the number of shares beneficially owned by the nominee.  It must also include
            the information that would be required to be disclosed in the solicitation of proxies for election of directors under the federal
            securities laws, as well as whether the individual can understand basic financial statements and the candidate’s other board
            memberships (if any).  You must submit the nominee’s consent to be elected and to serve, if elected. The Board of Directors
            may require any nominee to furnish any other information that may be needed to determine the eligibility and qualifications
            of the nominee.

               Any recommendations in proper form received from stockholders will be evaluated in the same manner that potential
            nominees recommended by our Board members or management are evaluated.

               Stockholder Communications with Board Members Stockholders who wish to communicate with our Board members may
            contact us at our principal executive office at 7610 Miramar Road, Suite 6000, San Diego, California 92126-4202.  Written
            communications specifically marked as a communication for our Board of Directors, or a particular director, except those that
            are clearly marketing or soliciting materials, will be forwarded unopened to the Chairman of our Board, or to the particular
            director to whom they are addressed, or presented to the full Board or the particular director at the next regularly scheduled
            Board meeting.

            Code of Business Conduct and Ethics

               The Company has adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all of the Company’s
            directors, officers and employees, including its principal executive officer and principal financial officer. The Code is posted on

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