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13. No Assignment. This license is granted to Licensees personally and may not be transferred or assigned either directly, indirectly or by operation of law. Any such assignment or transfer or attempted assignment or transfer shall be void and constitute a default under this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 14. Attorneys Fees. In the event of any litigation between the parties with respect to this Agreement, the prevailing party (by way of settlement, dismissal or final judgment) shall be entitled to its reasonable costs and expenses incurred in connection with such litigation, including, without limitation, reasonable attorneys' fees. 15. Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to the matters contemplated herein, and all prior or contemporaneous oral agreements, understandings, representations and statements are merged into this Agreement. 16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of California as such laws would be applied to residents of California engaged in a transaction to be performed solely within the state of California. The parties agree that any legal action arising under this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts located within the State of California. 17. Amendments. This Agreement may only be amended, modified or supplemented by a written document executed by both Licensor and both Licensees. 18. Due Execution. The persons executing this Agreement on behalf of Licensor and Licensees, respectively, represent and warrant that they have the right, power, legal capacity and authority to execute the Agreement and to bind the party for whom they are signing. [Continued on Next Page] E:\RE\70140\O62\LICENSE4.WPD 13