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License Agreement that may then remain unsatisfied or (ii) any liability arising out of such breach or default. (c) Notwithstanding the foregoing, the Parties agree that prior to termination of this License Agreement pursuant to this Section 14, [he parties will first mediate any dispute under the License Agrecmcnt and then will arbitrate such dispute in accordance with the Arbitration provision set forth in Exhibit'`C" attached hereto and made a part hereof. 15. Miscellaneous Provisions. (a) Force Majeure. Except as otherwise expressly provided in this License Agreement, if the performance of any act required hereunder to be performed by either Licensor or Licensee is prevented or delayed by reason of any act of God, strike, lockout, labor trouble, inability to secure materials, res[rictive governmental laws or regulations, or any other cause (including inclement weather), not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused. (b) 'time of Essence. Time is expressly declared to be of essence of this License Agreement. (c) Non-Waiver of Ereach. Neither the failure of the Licensor or the Licensee to insist upon strict performance of any of the covenants or agreements of this License Agreement not the failure by the Licensor or the Licensee to exercise any rights or remedies granted to such Party under the terms of this Liccnsc Agrecmcnt steal I be deemed a waiver or relinquishment (i) of any covenant contained in this License Agreement or any of the rights or remedies of the Licensor or Licensee hereunder, or (ii) or the right in the future of the Licensor or Licensee to insist upon and to enforce by any appropriate legal remedy a strict compliance with all of the covenants and conditions of this Liccnsc Agrecmcnt. (d) Sevcrability. If any provision of this Liccnsc Agrecmcnt or the application of any provision to any person or circumstances shall be invalid and unenforceable to any extent, the remainder of this License Agreement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not he affected, and each provision of this License Agreement shall be valid and be enforced to the fullest extent permitted by law. (c) Relationship of Parties. Nothing contained in this License Agreement shall be deemed or construed by the Parties or b}' any third party to create the relationship of principal or agent or of partnership, joint venture or association between the Licensor and Licensee, it being expressly understood and agreed that neither the computation of any payments and the charges under the terms of this License Agreement or any other provisions contained herein, nor any act or acts of the Parties hereto, shall be deemed to create any relationship between the Licensor and Licensee other than the relationship of licensor and licensee. (f) Governing Law. This License Agrecmcnt shall be governed by and construed in accordance with the laws of the State of California.