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by mail. Please refer to the summary instructions below, the instructions included on the Notice of Internet Availability of the
            proxy materials, and if you request printed proxy materials, the instructions included on your proxy card or, for shares held in
            street name, the voting instruction card provided by your broker or nominee.
                   •      By Internet—If you have Internet access, you may submit your proxy from any location in the world by
                          following the Internet voting instructions on the proxy card or voting instruction card sent to you.

                   •      By Telephone—You may submit your proxy by following the telephone voting instructions on the proxy card
                          or voting instruction card sent to you.

                   •        By Mail—You may do this by marking, dating and signing the enclosed proxy or, for shares held in street
                          name, the voting instruction card provided to you by your broker or nominee, and mailing it in the
                          enclosed, self-addressed, postage prepaid envelope. No postage is required if mailed in the United States.
                          Please note that you will be mailed a printed proxy or printed voting instruction card only if you request
                          that such printed materials be sent to you by following the instructions in the Notice of Internet Availability
                          for requesting paper copies of the proxy materials.


            What vote is required for the proposals?
               With regard to the election of directors, the two nominees receiving the greatest number of votes cast will be elected
            provided a quorum is present. On each matter properly presented and submitted to a vote at the Annual Meeting, each
            share will have one vote for shares represented at the Annual Meeting (in person or by proxy) and entitled to vote. Shares
            represented by proxies that reflect abstentions or broker non-votes (that is, shares held by a broker or nominee which are
            represented at the meeting, but with respect to which such broker or nominee is not empowered to vote on a particular
            proposal) will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum.
            Abstentions will be counted towards the tabulation of votes cast on matters properly presented to the stockholders (except the
            election of directors) and will have the same effect as negative votes. Broker non-votes will not be counted as votes cast and,
            therefore, will have no effect on the outcome of the matters presented at the Annual Meeting.  If the enclosed proxy is properly
            executed and returned to, and received by, the Company prior to voting at the Annual Meeting, the shares represented thereby
            will be voted in accordance with the instructions marked thereon.  If no instructions are indicated on a properly executed
            proxy, the shares represented by that proxy will be voted as recommended by our Board of Directors.  Assuming that a
            quorum is present, the affirmative vote of a majority of the shares of common stock present or represented by proxy at the
            Annual Meeting and entitled to vote will be required to (i) approve, on an advisory basis, our executive compensation for our
            named executive officers and (ii) ratify the appointment of our independent registered public accounting firm.
               As a result of changes made by the Dodd-Frank Wall Street Reform and Consumer Protection Act to the regulation of
            brokers under certain self-regulatory organizations such as the New York Stock Exchange (“NYSE”) and NASDAQ Stock
            Market LLC (“Nasdaq”), brokers are not permitted to vote on the election of directors, the proposal to amend the Company’s
            2010 Stock Incentive Plan, or the advisory proposal on executive compensation without instructions from the beneficial
            owner. Therefore, if your shares are held in the name of your broker, bank or other nominee, your vote is especially important.

            Revocability of Proxies
               Any person giving a Proxy in the form accompanying this Proxy Statement has the power to revoke it any time before its
            exercise.  To revoke a proxy previously submitted by telephone or through the Internet, you may simply vote again at a later
            date, using the same procedures, in which case your later submitted vote will be recorded and your earlier vote revoked.  A
            proxy may also be revoked by filing with the Secretary of the Company’s principal executive office, 7610 Miramar Road, San
            Diego, California 92126-4202, an instrument of revocation or a duly executed proxy bearing a later date, or it may be revoked
            by attending the Annual Meeting and voting in person.  Please note, however, that if your shares are held of record by a broker,
            bank or other nominee and you wish to vote in person at the Annual Meeting, you must obtain from the record holder a proxy
            issued in your name.

            If I am a beneficial owner of shares, can my brokerage firm vote my shares?
               If you are a beneficial owner and do not vote via the Internet, telephone, or by returning a signed voting instruction card
            to your broker, your shares may be voted only with respect to so-called routine matters where your broker has discretionary


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