Here is LICENSE AGREEMENT from Neopoint link, with Iterdigital stuff bolded
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<p>This Subscriber Unit License Agreement (the "Agreement") is entered into on
September 23, 1999 by and between QUALCOMM Incorporated, a Delaware
Corporation, and NeoPoint, Inc., a California corporation, with respect to the
following facts:</p>
RECITALS
<p>WHEREAS, QUALCOMM has developed certain proprietary Code Division Multiple
Access ("CDMA") technology which may be useful in providing greater capacity and
improved quality and reliability compared to other cellular telephone
technologies, and QUALCOMM manufactures and sells CDMA components and equipment;</p>
<p>WHEREAS, LICENSEE desires to obtain a license of QUALCOMM's Intellectual
Property to enable LICENSEE to design, make, have made, manufacture and sell
Subscriber Units and * * * and to purchase certain components and equipment
from time to time under regular purchase orders, and QUALCOMM desires to grant
such license in exchange for the license fees, royalties and other provisions
hereof, and to sell such components and equipment to LICENSEE, each in
accordance with the terms and conditions set forth in this Agreement; and
WHEREAS, QUALCOMM desires to obtain a license of LICENSEE's Intellectual
Property (as defined below) to manufacture and sell Subscriber Units and * *
*, and LICENSEE desires to grant such license in accordance with the terms and
conditions set forth in this Agreement.</p>
AGREEMENT
NOW THEREFORE, the parties hereby agree as follows:
<p>1. HEADINGS AND DEFINITIONS.
All headings used in this Agreement are inserted for convenience only and
are not intended to affect the meaning or interpretation of this Agreement or
any clause. Reference to "third party or third parties" shall not mean either
Party or their Affiliates. For the purpose of this Agreement, the following
definitions apply:</p>
"Affiliates" means, as to a Party, any present or future Parent of the Party and
any present or future Subsidiary of the Party and/or its Parent, but only for so
* Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange
Commission.
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long as the Parent remains the Parent of the Party and the Subsidiary remains a
Subsidiary of the Party and/or its Parent. The term "Parent" means any
corporation or other legal entity that owns, directly or indirectly (i) more
than 50% of the shares or other securities of the Party entitled to vote for
election of directors (or other managing authority) of the Party or (ii) if such
Party does not have outstanding shares or securities, more than 50% of the
equity interest in such Party, but only for so long as such ownership or control
exists in (i) or (ii) above. The term "Subsidiary" of a Party means any
corporation or other legal entity (i) the majority (more than 50%) of whose
shares or other securities entitled to vote for election of directors (or other
managing authority) is now or hereafter owned or controlled by such Party either
directly or indirectly or (ii) which does not have outstanding shares or
security but the majority (more than 50%) of the equity interest in which is now
or hereafter owned or controlled by such Party either directly or indirectly,
but only for so long as such ownership or control exists in (i) or (ii) above.
<p>"Authorized Licensees" shall have the meaning described in Section 6.3 below.</p>
"CDMA Applications" means all communication applications (regardless of the
transmission medium) which operate using code division multiple access ("CDMA")
technology, whether or not based on IS-95, cdma2000 or W-CDMA, and irrespective
of frequency band.
<p>"CDMA ASIC" means a mobile station modem (MSM) CDMA application specific
integrated circuit (including firmware thereon) sold by QUALCOMM, and any
revision, generation, improvements, modifications or integration to or of the
MSM.</P>
<p>"Chipset" means QUALCOMM's baseband analog ASIC, AGC Tx, AGC Rx ASIC, and CDMA
ASIC (and future evolutions, combinations or versions of any of the foregoing)."</p>
* * *
<p>"Commercially Necessary IPR" means those Intellectual Property Rights which (i)
the Party or its Affiliates has the right to license to the other Party without
payment of royalties or any other consideration to any third party, (ii) are not
essential to the manufacture, use or sale of Licensed Products and/or Components
that comply with the specifications of the CAI and (iii) provide Licensed
Products and/or Components with a competitive advantage (e.g., cost, lead-time
or quality advantages) or which add to Licensed Products or Components a feature
or other characteristic which may be reasonably required by the market place;
but the term Commercially Necessary IPR does not include
* Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange
Commission.
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any design patents, trade name, trademark, service mark, or similar symbols,
abbreviation, contractions or simulations identifying the Party and its
Affiliates (except as set forth in Section 8, if the Party is QUALCOMM).</p>
"Common Air Interface" or "CAI" means the technical description of QUALCOMM's
CDMA digital air interface specification for communication between cell site or
other base station transceivers and Subscriber Units to the extent adopted as an
industry standard by the Telecommunications Industry Association ("TIA") or
other recognized international standards bodies. The term "CAI" includes (i) the
TIA's IS-95 digital cellular standard, (ii) other CDMA standards which specify
the same Physical Layer as IS-95 if approved by QUALCOMM and adopted by other
international standards bodies throughout the world, (iii) QUALCOMM's proposed
CDMA 2000 standard, including the multi-carrier mode of the IMT-2000
specification in all of its chip rates, and (iv) QUALCOMM's proposed HDR (High
Data Rate) standard.
"Communications Device" means a general purpose electronic device such as a
personal computer, personal digital assistant, facsimile machine, monitoring
device, multi-media terminal, data entry terminal, or point of sale terminal.
"Components" means application specific integrated circuits (ASICs), electronic
devices, integrated circuits, including firmware thereon, and/or families of
devices for use in Licensed Products for Wireless Applications.
"Dual Mode CDMA" means, as applied to Licensed Products, having a capability to
operate with CDMA technology in accordance with the CAI and existing analog FM
cellular technology for backward compatibility with analog FM cellular
infrastructure and subscriber units.
"Effective Date" means the date first set forth above.
"Ericsson" means Telefonaktiebolaget LM Ericsson (publ), a Swedish corporation
and any of its subsidiaries in which it owns or controls fifty percent (50%) or
more of the voting power.
"Future Commercially Necessary IPR" means all claims of any patents (foreign and
domestic) which fall within the definition of Commercially Necessary IPR, but
which do not fall within the definition of Included Commercially Necessary IPR.
"Have Made" means the right of LICENSEE under Ericsson's Patents to have a third
party make a Licensed Product for CDMA Applications for the use and benefit of
LICENSEE, provided that:
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(i) LICENSEE owns and supplies the designs, or specifications, or working
drawings to such third party;
(ii) such designs, specifications, and working drawings are in sufficient
detail that no substantial additional design by such third party is
required;
(iii) such third party is not allowed to sell such Licensed Product to
other third parties; and
(iv) each such Licensed Product sold by LICENSEE shall bear the
trademarks, trade names, or other commercial indicia of LICENSEE,
although such Licensed Products may be co-branded with the
trademarks, trade names, or other commercial indicia of the reseller
or distributor of such Licensed Products. The requirements of this
subparagraph (iv) shall not apply where a customer requires that the
Licensed Product bear only such customer's trademarks, trade names,
or other commercial indicia.
"Included Commercially Necessary IPR" means (1) with respect to the Intellectual
Property Rights being licensed by QUALCOMM, (a) all claims of any patents
(foreign and domestic) which were issued or applied for on or before January 1,
2002 and which constitute Commercially Necessary IPR and (b) all copyright,
trade secret, know-how, technical assistance and other intellectual property
rights which constitute Commercially Necessary IPR and which may be furnished by
QUALCOMM to LICENSEE pursuant to and during the term of this Agreement and (2)
with respect to the Intellectual Property Rights being licensed by LICENSEE, (a)
all claims of any patents (foreign and domestic) which are now issued or which
are applied for on or before January 1, 2002 and which constitute Commercially
Necessary IPR and (b) all copyright, trade secrets, know-how, technical
assistance and other intellectual property rights which constitute Commercially
Necessary IPR and which may be furnished by LICENSEE to QUALCOMM pursuant to and
during the term of this Agreement.
"Intellectual Property Rights" means patents, copyrights, trade secrets,
know-how and other intellectual property rights.
"InterDigital" means InterDigital Communications Corporation, InterDigital
Patents Corporation and/or InterDigital Technology Corporation.
"InterDigital's Excluded Patents" means those claims of each of InterDigital's
existing and future patents which cover (i) overlay, (ii) interference
cancellation, (iii) trellis, PASM and TASM coding/decoding and (iv) wireless
telephone debit card systems. As of November 2, 1994, existing patents of
InterDigital which have claims covering the subject matter of (i), (ii), (iii)
and (iv) (and are therefore
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InterDigital's Excluded Patents) are U.S. Patent Nos. 5,351,249; 4,849,974;
4,849,976; 5,359,182; 5,161,168; 5,333,191; 5,235,670; 5,072,308; 4,974,099;
4,953,197; 5,185,762; 5,228,053; 4,796,260 and their foreign counterparts.
"InterDigital's Five Patents" means U.S. Patent Nos. 5,228,056; 5,166,951;
5,093,840; 5,119,375; and 5,179,571 and any continuation, continuation-in-part
and divisional application based on such patents, and any foreign counterparts
of such patents, continuations, continuations-in-part or divisional
applications.
"InterDigital Included Patents" means, with the exclusion of InterDigital's
Excluded Patents, (i) every patent issued on or before March 7, 1995 (including
utility models, but excluding design patents and design registrations) in the
world owned or licensable by InterDigital (including but not limited to
InterDigital's Five Patents), and (ii) any subsequently issued patent (including
utility models, but excluding design patents and design registrations) (whether
issued to InterDigital or a third party) in the world owned or licensable by
InterDigital which claims or discloses an invention contained in a patent
application filed or acquired by InterDigital anytime prior to March 8, 1995
("Subsequently Issued InterDigital Patents"), and any counterparts (foreign or
domestic) to any such Subsequently Issued InterDigital Patents whenever such
counterparts are applied for, and (iii) any continuation, continuation-in-part
or divisional application based on any patent falling within (i) or (ii) above,
whether such continuation, continuation-in-part or divisional application is
filed during or after March 8, 1995. In the event of an acquisition of
InterDigital by a third party, InterDigital Included Patents shall not be
construed to cover any patents or patent applications owned by such third party
prior to the acquisition of InterDigital.
"InterDigital's Patents" means (i) with respect to those Licensed Products Sold
by LICENSEE which incorporate CDMA ASICs purchased from QUALCOMM, the
InterDigital Included Patents and (ii) with respect to those Licensed Products
Sold by LICENSEE which do not incorporate CDMA ASICs purchased from QUALCOMM,
InterDigital's Five Patents.
"Licensed Products" means * * *
"LICENSEE" means NeoPoint, Inc.
"LICENSEE's Intellectual Property" means LICENSEE's Technically Necessary IPR
and LICENSEE's Included Commercially Necessary IPR.
"Masks" and "Mask Sets" mean the mask sets for Components and/or the computer
output data used to generate the mask sets for Components.
* Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange
Commission.
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"Net Selling Price", with respect to each Licensed Product Sold by LICENSEE,
shall mean one of the following, whichever is applicable:
(a) When Sold by LICENSEE to a Purchaser (a "Purchaser" being a person or
entity that does not control LICENSEE, is not controlled by LICENSEE or is not
in common control with LICENSEE; and the term "control" for the above purposes
shall mean the direct or indirect ownership or control of more than a twenty
five percent interest), the Net Selling Price shall be the Selling Price charged
by LICENSEE for Licensed Products Sold to such Purchaser;
(b) When Sold by LICENSEE to a person or entity that is not a Purchaser (a
"Related Buyer"), the Net Selling Price shall be the Selling Price charged by
the final vendee Related Buyer upon resale by the final vendee Related Buyer of
Licensed Products to a Purchaser but in no event less than the Selling Price
that would be realized in a sale to a Purchaser transacting at arm's length.
(c) When retained by LICENSEE for its own use or lease, or when Sold by
LICENSEE to a Related Buyer for its own use or lease, the Net Selling Price
shall be the Selling Price that would be realized in a sale to a Purchaser
transacting at arm's length.
"Party" shall individually mean QUALCOMM or LICENSEE and the term "Parties"
shall mean collectively QUALCOMM and LICENSEE.
"Philips" shall mean Philips Electronics N.V., a company existing under the laws
of the Netherlands.
"Philips' CDMA Technically Necessary Patents" means claims of any patents which
Philips (or any of its Affiliates) own or have the right to license that are
essential or claimed by Philips or any of its Affiliates to be essential to the
manufacture, use or sale of Subscriber Units (i.e., must necessarily be
infringed upon in order to comply with the CAI). Notwithstanding anything to the
contrary herein, the term "Philips CDMA Technically Necessary Patents" at a
minimum includes U.S. patent numbers: 4,633,509, 4,765,753, and 5,140,638, and
their foreign counterparts.
"Physical Layer" shall have the same meaning as given in the TIA's IS-95 digital
cellular standard.
"QUALCOMM" means QUALCOMM Incorporated, a Delaware corporation.
"QUALCOMM's Core IP" means QUALCOMM's Intellectual Property excluding
InterDigital's Patents.
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"QUALCOMM's Intellectual Property" means QUALCOMM's Technically Necessary IPR
and QUALCOMM's Included Commercially Necessary IPR and InterDigital's Patents.
"Qualifying Licensed Product" means a Licensed Product which contains and
incorporates a CDMA ASIC purchased by LICENSEE from QUALCOMM.
* * *
"Selling Price" means the gross selling price and/or value of other
consideration charged by the LICENSEE or its final vendee Related Buyer for each
Licensed Product in the form in which it is Sold (whether or not assembled and
without excluding therefrom any Components or subassemblies thereof which are
included with such Licensed Product) deducting therefrom only the following
items incurred upon the Sale and delivery of such Licensed Product to the extent
actually included and paid in the Sale price of each such Licensed Product and
properly documented by the LICENSEE: (i) packing costs, (ii) costs of insurance
and transportation, (iii) import, export, excise, sales and value added taxes
and custom duties levied or imposed directly upon the Sale of such Licensed
Product, and (iv) usual and customary trade discounts, rebates and other price
reduction programs. If Licensed Products are Sold in combination with other
separate and distinct products or services including, without limitation,
accessories, (the "Other Products"), the Selling Price for such Licensed
Products (the "Combined Licensed Products") shall be the average Selling Price
which LICENSEE charged to Purchasers for Licensed Products (of the same or
substantially the same quality and quantity) that were Sold without being
combined with other products or services in the most recent calendar quarter in
which such Sales were made. If no such Licensed Products have been Sold to a
Purchaser in the same or any previous calendar quarter to permit the fair
determination of an arm's length price, then the Selling Price for such Combined
Licensed Products shall be the Selling Price charged by LICENSEE for such
Combined Licensed Products multiplied by a ratio equal to (i) the actual
manufacturing cost of the Licensed Product divided by (ii) the sum of (a) the
actual manufacturing costs of the Licensed Product plus (b) the actual
manufacturing costs of the Other Products. Notwithstanding anything to the
contrary herein, in no case shall the Selling Price of the Licensed Product be
less than the fair market value of the Licensed Product. For the purpose of this
definition, "Sold in combination with" shall mean that two or more separate and
distinct products are sold together for a single price provided that such
separate and distinct products are not physically integrated into a single
product.
* Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange
Commission.
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"Sold," "Sale," "Sell" means put into use, sold, leased or otherwise transferred
and a sale shall be deemed to have occurred upon first use, shipment or
invoicing, whichever shall first occur.
"Subscriber Unit" means a complete CDMA and/or Dual Mode CDMA telephone,
including but not limited to mobile, transportable and portable telephones,
which incorporates all or any part of QUALCOMM's Intellectual Property and can
be used, without any additional equipment or components being attached thereto,
to initiate and/or receive Wireless telecommunications transmissions in
accordance with the CAI.
"Technically Necessary IPR" means all claims of any patents (foreign and
domestic), issued on, prior to or after the Effective Date which (i) the Party
and/or its Affiliates has the right to license to the other Party without
payment of royalties or any other consideration to any third party and (ii) are
essential to the manufacture, use or sale of Licensed Products and/or Components
which comply with the specifications of the CAI (i.e., must be infringed upon in
order to comply with the CAI); but the term Technically Necessary IPR does not
include any trade name, trademark, service mark, or similar symbols,
abbreviation, contractions or simulations identifying the Party and its
Affiliates (except as set forth in Section 8, if the Party is QUALCOMM).
"Territory" means North America, Central America and South America only unless
and until LICENSEE exercises the option set forth in Section 5.11 of this
Agreement.
* * *
"Wireless" and "Wireless Applications" means terrestrial-based, land mobile,
wireless telecommunications applications, including but not limited to cellular,
personal communications services (PCS), wireless local loop and wireless PABX
applications which are based upon the CAI. Notwithstanding the foregoing, the
terms "Wireless" and/or "Wireless Applications" shall not include (i) satellite
applications (defined as any application which utilizes a direct connection
between any satellite and the (a) Subscriber Unit, or (b) Communications Device
containing a * * *), and/or (ii) Cordless Telephone Applications (defined as
applications not dependent on use of a switch, including but not limited to a
PABX switch, for interface to the public network).
* Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange
Commission.
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2. TERM OF AGREEMENT.
This Agreement shall commence upon the Effective Date and, unless otherwise
terminated or canceled as provided herein, shall continue in full, force and
effect thereafter.
3. LICENSE FEES TO QUALCOMM.
3.1 In partial consideration of the rights granted to LICENSEE under this
Agreement, LICENSEE shall pay * * *.
3.2 QUALCOMM hereby represents that during the eighteen months immediately
prior to the Effective Date (i) no third party has entered into a subscriber
unit license agreement with QUALCOMM that (a) is substantially similar to this
Agreement, (b) is effective within North America, Central America and South
America, and (c) required LICENSEE to pay an up-front license fee less than * *
*.
4. DOCUMENTATION AND OTHER DELIVERABLES; TECHNICAL ASSISTANCE.
4.1 Documentation. In full satisfaction of its obligations to deliver
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documentation to LICENSEE, QUALCOMM shall promptly, but no later than seven (7)
days after the Effective Date, deliver to LICENSEE the documentation described
in Exhibit A, a copy of which is attached hereto. QUALCOMM may from time to time
deliver additional documentation at QUALCOMM's discretion. QUALCOMM shall bear
all costs incurred in preparing the documentation and delivering it to LICENSEE.
4.2 Limitation on Deliverables. Nothing herein shall require the delivery
--------------------------
of any documentation not otherwise specified, including but not limited to: (a)
any Mask Sets developed by QUALCOMM, (b) any micro-code for embedded processors
or (c) any of the detailed algorithms for the Components or the Licensed Product
microprocessor.
4.3 Representations and Limitations on Furnished Information. QUALCOMM
--------------------------------------------------------
shall use reasonable commercial efforts to verify the accuracy of the
information furnished by it hereunder, but QUALCOMM shall not be liable for
damages arising out of or resulting from anything made available hereunder or
the use thereof except to the extent attributable to QUALCOMM's intentional
misconduct or gross negligence nor be liable to LICENSEE for consequential,
special or incidental damages under any circumstances. The sole obligation of
QUALCOMM with respect to such information shall, subject to the other
* Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange
Commission.
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provisions herein or in other written agreements between the Parties, be to
furnish it to LICENSEE. QUALCOMM shall have no responsibility for the ability of
LICENSEE to use such information, the quality or performance of the products
produced therefrom by LICENSEE, or the claims of third parties arising from the
use of such products or information. QUALCOMM does not warrant and shall not be
responsible for any design, specification, drawing, blueprint, reproduced
tracing, or other data or information furnished by it to LICENSEE, except that
it shall furnish such in good faith to the best of QUALCOMM's knowledge and
ability.
4.4 Technical Meetings and Assistance. During the first year after the
---------------------------------
Effective Date of this Agreement, upon written request from LICENSEE with
reasonable advance written notice, QUALCOMM shall provide LICENSEE (a) up to an
aggregate of * * * man-hours of technical assistance at QUALCOMM's facilities in
San Diego to respond to LICENSEE's reasonable questions or comments, with no
more than two (2) meeting days in any thirty (30) day period. At LICENSEE's
request, an initial meeting shall be scheduled reasonably promptly after the
Effective Date. After such * man-hours of technical assistance have been used or
the first year has expired, QUALCOMM shall provide reasonable amounts of
technical assistance to LICENSEE on an as available basis and at QUALCOMM's then
standard rates for providing such technical assistance. In such event, QUALCOMM
shall be permitted to invoice LICENSEE for such charges on a bi-weekly basis. *
* *. QUALCOMM may terminate such additional technical assistance at any time
upon written notice to LICENSEE. This Agreement shall not require QUALCOMM to
provide any technical assistance relating to the design of Components or any
technical assistance not related to Licensed Products.
5. QUALCOMM LICENSE.
5.1 Grant of License From QUALCOMM. Subject to the terms and conditions
------------------------------
of this Agreement, including but not limited to timely payment of the license
fees and royalties set forth herein, QUALCOMM hereby grants to LICENSEE a
personal, nontransferable and nonexclusive license (without the right to
sublicense except as set forth in Section 5.4 below) under QUALCOMM's
Intellectual Property solely for Wireless Applications and solely within the
Territory to (a) make (and have made), import, use, offer for sale, and sell,
lease or otherwise dispose of Licensed Products, and (b) to make (and have made)
Components (provided such Components have been exclusively designed by or
exclusively for LICENSEE and which design is owned and used exclusively by
LICENSEE) and import, use and sell, lease and otherwise dispose of Components
but if such Components incorporate QUALCOMM's Intellectual Property, then such
Components may only be used, sold, leased or otherwise disposed of by
* Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted
material has been filed separately with the Securities and Exchange
Commission.
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LICENSEE if they are included as part of and within complete Licensed Products
Sold by LICENSEE (or as replacement parts for Licensed Products previously sold
by LICENSEE). No other, further or different license is hereby granted or
implied.
5.1.1 InterDigital's Patents. The license granted by QUALCOMM under
----------------------
Section 5.1 with respect to InterDigital's Patents is subject to all other
limitations set forth in this Agreement which are applicable to all of
QUALCOMM's Intellectual Property licensed hereunder and is also subject to the
following limitations:
a. No provision set forth herein shall be construed so as to
grant any right or license under InterDigital's Included Patents with respect to
time division multiple access (TDMA) technology; provided, however, that such
limitations shall not in any way limit any of the rights granted under this
Agreement to utilize InterDigital's Patents to implement the CDMA (or non-TDMA)
aspects of any Licensed Products, even if such Licensed Products include TDMA;
provided, however, in such case only the non-TDMA use of such Licensed Product
will be licensed under InterDigital's Patents. By way of example, if a Licensed
Product can operate in both IS-54 (TDMA) and IS-95 (CDMA) modes, the use of such
Licensed Product in the IS-54 TDMA mode would not be licensed.
b. With respect to those Licensed Products manufactured and
Sold by LICENSEE which do not incorporate CDMA ASICs purchased from QUALCOMM
(the "Non-CDMA ASIC Licensed Products"), the license granted by QUALCOMM under
InterDigital's Patents may terminate in accordance with the provisions set forth
below:
i. After November 2, 1996. If, at any time after November
----------------------
2, 1996, LICENSEE (or its Affiliate) initiates a CDMA patent infringement
lawsuit against InterDigital or its affiliates (or their customers) asserting
that any product manufactured and sold by InterDigital for use in non-IS-95
based wireless applications infringes any patents and LICENSEE (or its
Affiliate) does not prevail in such lawsuit, then the license under
InterDigital's Patents granted by QUALCOMM to LICENSEE under this Agreement,
with respect only to Non-CDMA ASIC Licensed Products, shall immediately
terminate.
ii. Licensed Products that Contain QUALCOMM's CDMA ASICs.
----------------------------------------------------
Notwithstanding whether or not the license under InterDigital's Patents
terminates as to Non-CDMA ASIC Licensed
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Products, as set forth in paragraph b. i. above, Licensed Products manufactured
and Sold by LICENSEE which do incorporate CDMA ASICs purchased from QUALCOMM
will remain licensed under InterDigital's Patents pursuant to Section 5.1.
c. The license under InterDigital's Patents is limited to use
in Wireless Applications which spread the CDMA signal over not more than a 10
MHz bandwidth.
5.2 Royalties. In partial consideration for such license from QUALCOMM,
---------
LICENSEE shall pay to QUALCOMM, * * * after the end of each calendar quarter,
an amount equal to the percentage of the Net Selling Price for each Licensed
Product set forth below that is Sold during such calendar quarter by LICENSEE.
The percentage of the Net Selling Price payable to QUALCOMM for each Licensed
Product Sold shall be determined each calendar quarter using the following
schedule:
* * *
5.3 Right To Sublicense Affiliates. LICENSEE shall have the right to
------------------------------
grant sublicenses only to Affiliates of LICENSEE with respect to any rights
conferred upon LICENSEE under this Agreement; provided, however, that any such
sublicense shall be subject in all respects to the restrictions, exceptions,
royalty and other payment obligations, reports, termination provisions, and
other provisions contained in this Agreement. LICENSEE shall also pay or cause
its Affiliates to pay the same royalties on all Licensed Products Sold by its
Affiliates as if LICENSEE had Sold such Licensed Products. All Licensed Products
Sold by LICENSEE's Affiliates shall be aggregated with all of the Licensed
Products Sold by LICENSEE for the purposes of determining the amount of Licensed
Products Sold upon which royalties are to be paid to QUALCOMM. LICENSEE shall
report to QUALCOMM the Net Selling Price for all Licensed Products Sold by each
such Affiliate. LICENSEE, in addition to its Affiliates, shall be responsible
and liable to QUALCOMM in the event that any of its Affiliates fails under any
such sublicense to honor and comply with all obligations of LICENSEE as though
said obligations were made expressly applicable to the Affi |
