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Sublicense Agreement No. 070401 D <br />17. GOVERNING LAW <br />The validity, interpretation, construction and performance of this Agreement shall be <br />governed by the laws of the State of California, without regard to the conflicts of laws <br />principals thereof. <br />18. SEVERABILITY <br />If any provision of this Agreement shall be held by a court of competent jurisdiction to be <br />illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and <br />effect. <br />19. MISCELLANEOUS. <br />19.1 Entire Understanding. This Agreement and the exhibits signed or initialed <br />by Licensee attached hereto contain the entire understanding and agreement between <br />the parties respecting the subject matter hereof and all prior quotations, invoices, <br />negotiations, understandings, representations, and agreements of the parties, whether <br />oral or written, are superseded in their entirety. <br />19.2 Modifications to Agreement. This Agreement may not be supplemented, <br />modified, amended, released, or discharged except by an instrument in writing signed <br />by each party's duly authorized representative. <br />19.3 Headings Not Controlling All captions and headings in this Agreement <br />are for purposes of convenience only and shall not affect the construction or <br />interpretation of any of its provisions. <br />19.4 Consent to Breach Not Waiver. Any waiver by either party of any default <br />or breach hereunder shall not constitute a waiver of any provision of this Agreement or <br />of any subsequent default or breach of the same or a different kind. <br />19.5 Third Party Beneficiary. Licensee acknowledges that the provisions of this <br />Agreement are intended to inure to the benefit of the Owners. If Licensee breached any <br />of these provisions, the Owners will be entitled to enforce this Agreement directly <br />against the Licensee, whether in DMP's or the Owners' name. Licensee further <br />acknowledges that DMP executes this Agreement as principal on its own behalf and, <br />exclusively to accept or otherwise perfect the Owners' rights against Licensee, as agent <br />on behalf of the Owners. <br />Page 12 <br />