0001193125-12-200896 Sample Contracts

INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT BY AND BETWEEN CONOCOPHILLIPS AND PHILLIPS 66 DATED AS OF APRIL 26, 2012

Intellectual Property Assignment and License Agreement • May 1st, 2012 • Conocophillips • Petroleum refining • Delaware

• Contract Type
  Intellectual Property Assignment and License Agreement
• Filed
  May 1st, 2012
• Company
  Conocophillips
• Industry
  Petroleum refining
• Jurisdiction
  Delaware

THIS INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT made and entered into effective as of April 26, 2012 (this “Agreement”), is by and between ConocoPhillips, a Delaware corporation (“ConocoPhillips”), and Phillips 66, a Delaware corporation and wholly-owned subsidiary of ConocoPhillips (“Phillips 66”) (the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I or in that certain Separation and Distribution Agreement between ConocoPhillips and Phillips 66 dated as of April 26, 2012 (the “Separation and Distribution Agreement”).

EMPLOYEE MATTERS AGREEMENT by and between CONOCOPHILLIPS and PHILLIPS 66 dated as of April 26, 2012

Employee Matters Agreement • May 1st, 2012 • Conocophillips • Petroleum refining • Delaware

• Contract Type
  Employee Matters Agreement
• Filed
  May 1st, 2012
• Company
  Conocophillips
• Industry
  Petroleum refining
• Jurisdiction
  Delaware

THIS EMPLOYEE MATTERS AGREEMENT, dated as of April 26, 2012, is entered into by and between ConocoPhillips, a Delaware corporation (“COP”), and Phillips 66, a Delaware corporation (“Phillips 66”). COP and Phillips 66 are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.”