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i <br /> U RM&R Site#:1487 <br /> Acquisition#:5886 <br /> 10. Entire Agreement - This License Agreement represents the full, complete and entire : <br /> agreement between the Parties with respect to the subject matter hereof, and the rights and <br /> remedies of the Parties shall be solely and exclusively those herein contained, and in lieu of any <br /> remedies otherwise available at law or in equity. <br /> 11. Governing Law -This Agreement shall be construed and interpreted and governed by and <br /> in accordance with the local law of the State of California without reference to any choice of law, <br /> rules or policies which may refer the resolution of any dispute arising hereunder to the laws of any <br /> other jurisdiction. <br /> 12. . Counterparts - This Agreement may be executed in one or more counterparts, each of <br /> which shall be deemed an original, and all of which, taken together, shall constitute one and the <br /> same Agreement. <br /> THE PARTIES have executed this License Agreement by their duly authorized representative(s). <br /> LICENSOR LICENSEE <br /> TRANSAMERICA MT ASSOCIATES CONOCOPHILLIPS COMPANY <br /> By: By: <br /> Name: Name: Frank Nichols <br /> Title: Title: Advisor <br /> Date: Date: <br /> Page 4 of 5 <br /> Rev. 11129108 <br />