CHEVRON- CIF- UP MANILA- PGH

15 November 2010
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This AMENDATORY MEMORANDUM OF AGREEMENT (this Amendatory MOA) is made and entered into this 15 day of November 2010 at Manila, Philippines by and among:

The UNIVERSITY OF THE PHILIPPINES (UP), the national university of the Philippines, a public and secular institution of higher learning, created by virtue of Republic Act No. 1870, as amended and reorganized and operating by virtue of Republic Act No. 9500, through its constituent university, University of the Philippines Manila through Philippine General Hospital (PGH), with office address at 8/F RCB Building,, Philippine General Hospital, Manila, represented by its Chancellor, RAMON L. ARCADIO, MD (UNIVERSITY); CANCER INSTITUTE FOUNDATION, INC., a non-profit, non-stock corporation organized and existing under Philippine laws, with coordinating office at the Cancer Institute Administration Building of the UP-Manila Philippine General Hospital Complex, Padre Faura Street, Ermita, Manila, represented by its President, ANTONIO L. PEREZ (CIF); and CHEVRON GEOTHERMAL PHILIPPINES HOLDINGS, INC., a corporation organized and existing under the laws of California, USA, and licensed to do business in the Philippines, with office address at 14/F 6750 Building, Ayala Avenue, Makati City, represented by its President and General Manager, ANTONIO F. YEE (CGPHI); Each of the UNIVERSITY, CIF and CGPHI is referred to as a Program Partner and collectively as Program Partners.

RECITALS: (A) The Program Partners entered into a MOA on December 9, 2009 and this was duly notarized by Atty. Socrates G. Maranan and duly registered in his notarial registry as Doc. No. 317, Page 64, Book No. 71, Series of 2009 (Annex A).

(B)

The Cancer Prevention Center (the Program), with shared commitment of UP-Manila, CIF and CGPHI submitted to the Chevron Corporation (Chevron) for consideration and funding under the Initiative Triple E (Engage, Execute, Empower) program.;

(C)

The submission was favorably considered and Chevron has approved a Grant in support of the Program.

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(D)

Chevron Corporation has designated CGPHI as its representative to ensure implementation of the Program and to manage the Grant, and in this capacity, CGPHI has entered into this Amendatory MOA with the Program Partners.

ACCORDINGLY, the Program Partners agree to amend the MOA and incorporate additional provisions as follows:

1. Additional PROGRAM FUNDING (Program Term 2011& 2012)

(A)

Chevron will provide additional Grant in the amount of US$ One Hundred Thousand (US $100,000) in support of the Program;

(B)

CIF will contribute US$ 86,085 in cash and in-kind.

(C)

The University will contribute US$ 11,520 in cash and US$ 31,304 in kind;

(D)

The respective commitments of the Project Partners are detailed in the Budget (Annex B).

TERMS AND CONDITIONS OF THE GRANT

(A)

CIF agrees that all payments of Grant funds by CGPHI to CIF shall be used to establish a pilot Cancer Prevention Center through an integrated approach at the hospital and at community levels, and reduce cancer morbidity and mortality in the Philippines ( UP-PGH data) for the purpose set forth in 1 (A) and (B) of the MOA

(B)

The CIF Board of Trustees has in all respects authorized and accepted this Amendatory MOA and the Grant;

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(C)

There are no legal impediments to the acceptance by the CIF of the Grant for the purposes contemplated;

(D)

The adherence by the Program Partners to the provisions of this Amendatory MOA;

(E)

The compliance by the Program Partners with all applicable laws, ordinances, and regulations in connection with, or relating to, this Amendatory MOA and the Grant;

(F)

All necessary governmental and third party approvals, permits, and licenses related to the Program have been obtained;

(G)

CIF agrees to provide the mid-term and final reports using the Progress Report format (Annex C).

PAYMENT OF THE GRANT

(A)

The Grant is to be disbursed by CGPHI to CIF based on the payment schedule as follows: Amount US$ 22,500 22,500 25,000 25,000 5,000 Date Upon signing this Amendatory MOA May 15, 2011 November 15, 2011 May 16, 2012 November 15, 2012 Event Triggering Payment Satisfactory review by CGPHI of 2010 Yearend Progress Report Satisfactory review by CGPHI of 2011 Mid-Term Progress Report Satisfactory review by CGPHI of 2011 Yearend Progress Report Satisfactory review by CGPHI of 2012 Mid-Term Progress Report Satisfactory review by CGPHI of 2012 Yearend Progress Report 3

Payment 1st Payment 2nd Payment 3rd Payment 4th Payment 5th Payment

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(B)

All payments of the Grant to CIF will be made by CGPHI in Philippine Peso and computed based on the prevailing exchange rate at the time of transfer;

(C)

The disbursement of the Grant to the CIF will be made by CGPHI by check payable to CIF;

(D)

The CIF will maintain a separate account for the expenditures by it of Grant funds contemplated by this Amendatory MOA.

1.

PUBLICITY. The Program Partners shall not develop, produce or issue any internal or external communications or publicity with respect to the Grant, or Chevrons participation with respect thereto without the prior written consent of Chevron. The Program Partners must contact Chevron for information and guidance on this requirement. The Program Partners shall not utilize or refer to Chevron, Chevron Corporation or any Chevron Corporation affiliate, or any Chevron trademark, trade name, services mark or hallmark without the prior written consent of Chevron. Subject to the foregoing requirements, Chevron shall (a) be furnished with a copy of any such publication and (b) any such publication shall include an appropriate acknowledgment from Program Partners of the support by Chevron provided by the Grant.

2.

NAMING OPPORTUNITIES AND SPONSORSHIP BENEFITS. The Program Partners will make available at no cost or expense to Chevron, and Chevron may, in its sole discretion and without any express written consent necessary from the Program Partners, utilize or otherwise take advantage of the naming opportunities and sponsorship benefits afforded to it in connection with the Program by the Program Partners.

3.

OVERSIGHT/AUDIT. Chevron may monitor or conduct an evaluation of the activities and operations of CIF pursuant to this Grant which may include visits at any mutually agreed time from Chevron personnel to observe the program activities, to discuss the Project with CIF personnel and to review financial and any other records and materials of CIF connected with, or related to, the activities financed by the Grant. Chevron may audit at any mutually agreed time the books and records of CIF related to, or used in connection with, the Grant.

4.

COMPLIANCE: TERMINATION OF THE GRANT. Chevron reserves the right, in its sole discretion, to terminate this Grant and to discontinue funding hereunder at any time if there has been any violation of the above stated terms and conditions of the Grant. This 4

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Grant may also be terminated if Chevron is not satisfied with the progress of Program activities funded by the Grant or the content of any written report required hereunder. Any Grant funds that are not spent or committed for the Purpose of the Grant at the time that the Grant is terminated by Chevron must be returned to Chevron.

5.

The above revisions shall take effect upon the signing of this Amendatory MOU. Unless otherwise provided herein, all other terms and conditions of the MOA shall remain in full force and effect. (The remainder of the page deliberately left blank.)

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SIGNED by the respective duly authorized representatives of the Program Partners on the date and at the place mentioned above.

UNIVERSITY OF THE PHILIPPINES

CANCER INSTITUTE FOUNDATION, INC.

RAMON L. ARCADIO, MD Chancellor

ANTONIO L. PEREZ President

CHEVRON GEOTHERMAL PHILIPPINES HOLDINGS, INC.

ANTONIO F. YEE President and General Manager

Signed in the presence of:

_________________________________

____________________________________

_________________________________

___________________________________

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CHEVRON- CIF- UP MANILA- PGH

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ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES) CITY OF MAKATI ) S.S.

BEFORE ME, a Notary Public for the City of Makati this _____ of November 2010, personally appeared:

Name Ramon L. Arcadio, MD Antonio L Perez Antonio F. Yee

ID No.

Issued on

Issued at

who are known to me to be the same persons who executed the foregoing instrument and acknowledged to me that the same is their own free voluntary act and deed. The instrument consists of six (6) pages, including the page on which this acknowledgement is written, and each page of which is duly signed by the parties.

WITNESS MY HAND AND SEAL, on the date and place first above written.

NOTARY PUBLIC

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Doc. No. _________ Page No._________ Book No._________ Series of 2010.