HDR INFRASTRUCTURE EQUIPMENT LICENSE AGREEMENT

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Exhibit 10.7

Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.

HDR INFRASTRUCTURE EQUIPMENT LICENSE AGREEMENT

This HDR Infrastructure Equipment License Agreement (the "Agreement") is entered

into on September 18, 2000 by and between QUALCOMM Incorporated, a Delaware

Corporation, and Airvana, Inc., a Delaware corporation, with respect to the

following facts:

RECITALS

WHEREAS, QUALCOMM has developed certain proprietary Code Division Multiple

Access technology which may be useful in providing greater capacity and improved

quality and reliability compared to other Wireless internet technologies;

WHEREAS, LICENSEE desires to obtain a license of QUALCOMM's Intellectual

Property to manufacture and sell the Licensed HDR Products, and QUALCOMM desires

to grant such license 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 to manufacture and sell the Licensed HDR Products and Components and

LICENSEE desires to grant such license in accordance with the terms and

conditions set forth in this Agreement.

AGREEMENT

NOW THEREFORE, the parties hereby agree as follows:

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. For the purpose of this Agreement, the following definitions apply:

"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

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

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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.

"CDMA" means code division multiple access technology.

"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.

"CDMA ASICs" means QUALCOMM's cell site modem (CSM) CDMA application specific

integrated circuit, and any revision, generation, modifications or integration

to or of the CSM, purchased from QUALCOMM.

"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 HDR Products and/or HDR

Components which comply with the specifications of the HAI and (iii) provide

Licensed HDR Products and/or Components with a competitive advantage (e.g.,

cost, lead-time or quality advantages) or which add to Licensed HDR 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 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 7, if the Party is QUALCOMM).

"Components" means application specific integrated circuits (ASICs), electronic

devices, integrated circuits, including firmware thereon, and/or families of

devices for use in products for CDMA Applications.

"Costs" means the actual labor, material and other direct costs, expenses and

associated indirect expenses, including overheads and general and administrative

expenses consistently applied in accordance with the U.S. generally accepted

accounting principles.

"Distributed Antenna" means a multi-node antenna system and related circuitry

that is designed to make use of delays in CDMA signal transmission and/or

reception so that rake receiver functionality can be utilized.

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"Effective Date" means the date first set forth above.

"[**]" means [**], a [**] corporation and any of its subsidiaries in which it

owns or controls fifty percent (50%) or more of the voting power.

"Functions" means any or all of the following which incorporates any or all of

QUALCOMM's Intellectual Property: (i) handoff, (ii) CDMA waveform modulation

and/or demodulation, (iii) power control, (iv) rate control, (v) call packet

connection and/or routing, (vi) paging, (vii) data services, (viii) fax

services, (ix) system initialization and configuration, (x) diagnostic

monitoring or maintenance of any of the foregoing functions and/or (xi) any

other function.

"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 [**] Patents to have a third party

make a Licensed HDR Product for CDMA Applications for the use and benefit of

LICENSEE, provided that:

(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 HDR Product to

other third parties; and

(iv) each such Licensed HDR Product sold by LICENSEE shall bear the

trademarks, trade names, or other commercial indicia of LICENSEE,

although such Licensed HDR Products may be co-branded with the

trademarks, trade names, or other commercial indicia of the reseller

or distributor of such Licensed HDR Products. The requirements of this

subparagraph (iv) shall not apply where a customer requires that the

Licensed HDR Product bear only such customer's trademarks, trade

names, or other commercial indicia.

"HDR Air Interface" or "HAI" means the technical description of QUALCOMM's

proposed High Data Rate ("HDR") specification for data communication between

cell sites or other base station transceivers and user data terminals to the

extent adopted as an industry standard by recognized international standards

bodies and other CDMA-based standards which specify the same physical layer as

the HDR specification if approved by QUALCOMM

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(i.e. QUALCOMM voted in favor of adopting such standard) and adopted by other

international standards bodies throughout the world.

"HDR BTS" means the HDR base station transceiver subsystem, which is wireless

access equipment that provides network transmit and/or receive functionality in

accordance with the HAI to and from HDR Terminals for Wireless Applications. The

HDR BTS is the link between the HDR Terminals and the internet. Included in the

HDR BTS are the antennas, transmitters, receivers, power amplifiers, controllers

and interface hardware to support the link to the internet. The HDR BTS does not

support wireless communications that are not based upon and compliant with the

HAI.

"HDR Channel Unit" or "HDR Infrastructure Modem Card" means any complete field

replaceable HDR BTS module or complete HDR Modem Assembly used to modulate or

demodulate the HDR waveform, process the data and/or perform ancillary functions

related to one or more CDMA channels for communication between an HDR BTS and

HDR Terminals. Examples of CDMA channels include, but are not limited to

traffic, pilot and control channels. HDR Channel Units do not support wireless

communications that are not based upon and compliant with the HAI.

"HDR Components" means application specific integrated circuits (ASICs),

electronic devices, integrated circuits, including firmware thereon, and/or

families of devices for use in Licensed HDR Products for Wireless Applications.

"HDR Enabling Infrastructure Equipment" means any product (including all of the

components, hardware, firmware and/or software contained therein) which performs

any or all of the Functions, irrespective of whether such product was initially

Sold as part of (included within) an HDR BTS, as an addition to existing HDR

BTS's, or for incorporation elsewhere within an HDR network. HDR Enabling

Infrastructure Equipment does not mean HDR Terminals, HDR Components (although

HDR Components may be incorporated into the HDR Enabling Infrastructure

Equipment that is Sold by a Party) or any assembly or subassembly that is not a

field replaceable unit. HDR Enabling Infrastructure Equipment includes, as an

example and not by way of limitation, (i) the HDR controller, (ii) the

Distributed Antenna, and (iii) any subsystem that includes selectors that

support soft and/or hard handoff.

"HDR Modem Assembly" means a complete HDR modem assembly which (i) incorporates

all or any part of QUALCOMM's Intellectual Property, (ii) complies with the HAI,

and (iii) operates solely when incorporated within, mechanically plugged into

and/or cabled to an HDR BTS. The HDR Modem Assembly must contain at a minimum a

complete printed circuit board and all of the circuitry, components and software

thereon, multiple integrated circuit devices, and all of

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the circuitry necessary for the HDR BTS to perform all of the HDR reverse link

demodulation and HDR forward link modulation, and baseband processing.

"HDR Terminals" means a user data terminal which can be used to initiate and

receive Wireless CDMA data communications transmissions in accordance with the

HAI.

"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 are now issued or which are applied for on or

before [**] (or, in the case of foreign patents or patent applications filed

after [**], have a priority date based on a domestically filed patent

application filed on or before [**]) 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 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 [**] (or, in the case

of foreign patents or patent applications filed after [**], have a priority date

based on a domestically filed patent application filed on or before [**]) 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.

"[**] Patents" means U.S. Patent Nos. [**] 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.

"IS-95 Related Systems" means IS-95 and any single carrier system with a

spreading bandwidth not greater than 1.25 MHz and based on or derived from

IS-95.

"Licensed HDR Products" means only the HDR BTS, HDR Channel Units, and HDR

Enabling Infrastructure Equipment.

"LICENSEE" means Airvana, Inc., a Delaware Corporation.

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"LICENSEE's Intellectual Property" means LICENSEE's and its Affiliates'

Technically Necessary IPR and LICENSEE's and its Affiliates' 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.

"Net Selling Price", with respect to each Licensed HDR 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 [**];

(b) When Sold by LICENSEE to a person or entity that is not a Purchaser (a

"Related Buyer"), the Net Selling price shall be [**] Related Buyer [**] Related

Buyer of Licensed HDR Products to a Purchaser but in no event less than [**].

(c) When retained by LICENSEE for its own use or lease, or when Sold by

LICENSEE to a Related Buyer for the Related Buyer's own use or lease, the Net

Selling Price shall be [**].

"Party" shall individually mean QUALCOMM or LICENSEE and the term "Parties"

shall collectively mean QUALCOMM and LICENSEE.

"[**]" shall mean [**], a company existing under the laws of [**].

"[**] HDR Technically Necessary Patents" means claims of any patents which [**]

(or any of its Affiliates) own or have the right to license that are essential

or claimed by [**] or any of its Affiliates to be essential to the manufacture,

use or sale of Licensed HDR Products (i.e., must necessarily be infringed upon

in order to comply with the HAI). Notwithstanding anything to the contrary

herein, the term "[**] HDR Technically Necessary Patents" at a minimum includes

U.S. patent numbers: [**], and their foreign counterparts.

"QUALCOMM's Intellectual Property" means QUALCOMM's Technically Necessary IPR

and QUALCOMM's Included Commercially Necessary IPR and [**] Patents; provided

that, notwithstanding the foregoing, the term "QUALCOMM's Intellectual Property"

shall not include any intellectual property, including but not limited to

patents, owned by [**].

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"Qualifying Licensed HDR Product" means a Licensed HDR 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 HDR 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 HDR Product) [**]. If Licensed HDR Products are

Sold in combination with other separate and distinct products or services (the

"Other Products"), the Selling Price for such Licensed HDR Products (the

"Combined Licensed HDR Products") shall be the [**] which LICENSEE charged to

Purchasers for Licensed HDR Products (of the same or substantially the same

quality and quantity) that were Sold without being combined with other products

or services in the [**] or in the most recent previous [**] in which Sales were

made. If no such Licensed HDR Products have been Sold to a Purchaser in the same

or any previous [**] to permit the fair determination of an arm's length price

of the Combined Licensed HDR Product, then the Selling Price for such Combined

Licensed HDR Product shall be the Selling Price charged by LICENSEE for such

Combined Licensed HDR Products [**] of the Other Products that LICENSEE can

clearly and convincingly prove were not part of the consideration allocated to

the Sale of the Licensed HDR Product being combined with other products or

services, [**] of the Licensed HDR 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.

"Sold," "Sale," "Sell" means put into use, sold, leased or otherwise transferred

and a sale shall be deemed to have occurred upon putting into use, shipment or

invoicing, whichever shall first occur.

"Technically Necessary IPR" means all claims of any patents (foreign and

domestic) issued on, before or after the Effective Date 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 (except for payments to

the Party or its Affiliates and payments to third persons for the invention or

creation made by such third persons while employed by any of the Party or its

Affiliates) and (ii) is essential to the manufacture, use or sale of a usable

Licensed HDR Product which complies with the specifications of the HAI (i.e.,

must be infringed upon in order to comply with the HAI) and/or Components, but

the term Technically

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Necessary IPR does not include (a) manufacturing process, (b) semiconductor

structure not specific to Components and (c) any trade name, trademark, service

mark, or similar symbols, abbreviation, contractions or simulations identifying

the Party and its Affiliates.

"Wireless" and "Wireless Applications" means terrestrial-based, land mobile,

wireless data telecommunications applications, including but not limited to

cellular, personal communications services (PCS), wireless local loop and

wireless Wide Area Network (WAN) applications which are based upon and compliant

with the HAI. 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 the subscriber unit

and any satellite), 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).

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. UP-FRONT LICENSE FEE TO QUALCOMM.

In partial consideration of the rights granted to LICENSEE under this

Agreement, LICENSEE shall pay an up-front license fee to QUALCOMM in the amount

of [**] dollars (US$[**]) (the "Up-Front License Fee"). LICENSEE shall pay the

Up-Front License Fee no later than [**] days after the Effective Date.

4. QUALCOMM LICENSE.

4.1 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 worldwide,

personal, nontransferable and non-exclusive license (without the right to

sublicense, except to Affiliates of LICENSEE as permitted in Section 4.3) to use

QUALCOMM's Intellectual Property solely for Wireless Applications (a) to make

(and have made) and import, use, sell, lease or otherwise dispose of Licensed

HDR Products and (b) to make (and have made) HDR Components that have been

exclusively designed by or for LICENSEE (which design is owned and used

exclusively by LICENSEE) and import, use, sell, lease or otherwise dispose of

HDR Components; provided, however that such HDR Components may only be used,

sold, leased or otherwise disposed of by LICENSEE if they are included and used,

sold, leased or otherwise disposed

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of by LICENSEE as part of and within complete Licensed HDR Products of LICENSEE

(or as replacement parts for Licensed HDR Products previously sold by LICENSEE).

No other, further or different license is hereby granted or implied.

4.1.1 [**] Patents. As part of QUALCOMM's Intellectual Property being

licensed under Section 4.1 above, QUALCOMM is granting rights to LICENSEE under

the [**] Patents. Notwithstanding anything to the contrary contained in this

Agreement, the license to LICENSEE under the [**] Patents granted in Section 4.1

may terminate in accordance with the provisions set forth below:

4.1.1.1 If LICENSEE or its Affiliates initiates a CDMA patent

infringement lawsuit against [**] or its affiliates (or their customers)

asserting that any product manufactured and sold by [**] for use in non-IS-95

based wireless applications infringes any of LICENSEE's (or its Affiliates')

patents and LICENSEE (or its Affiliates) does not prevail in such lawsuit, then

the license granted by QUALCOMM to LICENSEE under this Agreement only with

respect to the [**] Patents shall immediately terminate.

4.1.1.2 Licensed HDR Products that Contain QUALCOMM's CDMA ASICs.

Notwithstanding if the license under this Agreement as to the [**] Patents

terminates under Section 4.1.1.1 above, Licensed HDR Products manufactured by

LICENSEE for IS-95 based Wireless Applications, which Licensed HDR Products

incorporate QUALCOMM's CDMA ASICs purchased from QUALCOMM, will be free from

infringement from the [**] Patents.

4.2 Royalties. In partial consideration of the rights granted to Licensee

under the License Agreement, Licensee shall pay to QUALCOMM, no later than [**]

days after the end of each [**] during the term of the License Agreement, an

amount equal to [**] percent ([**]%) of the Net Selling Price for each HDR

Channel Unit or HDR Enabling Infrastructure Equipment that is Sold during [**]

by Licensee and its Affiliates, whether such HDR Channel Unit or HDR Enabling

Infrastructure Equipment is manufactured by Licensee or by third parties.

Notwithstanding the foregoing, with respect to each HDR Channel Unit or HDR

Enabling Infrastructure Equipment that is sold or delivered [**] of the Net

Selling Price of [**] such HDR Channel Unit or HDR Enabling Infrastructure

Equipment. LICENSEE shall not be required to pay royalties on HDR Channel Units

or HDR Enabling Infrastructure Equipment provided at no charge (or other

material consideration) to customers as demonstration or trial units,

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provided that the total capacity of such demonstration or trial units upon which

LICENSEE does not pay royalties shall not exceed [**] per year.

4.2.1 Royalty Base Evaluation. Upon LICENSEE's written request,

QUALCOMM agrees to hold good faith discussions with LICENSEE to assist LICENSEE

in determining those items Sold by LICENSEE that fall within the definition of

HDR Enabling Infrastructure Equipment.

4.3 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; provided, however that no additional up-front

license fee shall be required to be paid with respect to any such sublicense.

LICENSEE shall also pay or cause its sublicensed Affiliates to pay the same

royalties on all Licensed HDR Products Sold by its sublicensed Affiliates as if

LICENSEE had Sold such Licensed HDR Products. LICENSEE shall report to QUALCOMM

the Net Selling Price for all Licensed HDR Products Sold by each such Affiliate.

LICENSEE shall be responsible and liable to QUALCOMM in the event that any of

its sublicensed 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 sublicensed Affiliate. Except as set forth above, LICENSEE

shall have no right to sublicense any of QUALCOMM's Intellectual Property. Any

sublicense by LICENSEE to an Affiliate of LICENSEE shall terminate immediately

if such Affiliate ceases to be an Affiliate of LICENSEE.

4.4 Taxes. Any taxes, duties or imposts other than income or profits taxes

assessed or imposed upon the sums due hereunder, shall be borne and discharged

by LICENSEE and no part thereof shall be deducted from the amounts payable to

QUALCOMM under any clause of this Agreement, said amounts to be net to QUALCOMM,

free of any and all deductions. Notwithstanding the foregoing, in the event sums

payable under this Agreement become subject to income or profits taxes under the

tax laws of any country and applicable treaties between the United States and

such country, LICENSEE may, if and to the extent required by law, withhold from

each payment the amount of said income or profits taxes due and required to be

withheld [**] of each payment. LICENSEE will furnish and make available to

QUALCOMM relevant receipts regarding the payment of any country taxes paid over

to any country's government on behalf of QUALCOMM. Such tax receipts will

clearly indicate the amounts that have been withheld from the gross amounts due

to QUALCOMM. Any and all other taxes, levies, charges or fees will be paid by

LICENSEE for its own account.

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4.5 Conversion to U.S. Dollars. Royalties shall be paid in U.S. dollars. To

the extent that the Net Selling Price for Licensed HDR Products Sold by LICENSEE

outside of the United States is paid to LICENSEE other than in U.S. dollars,

LICENSEE shall convert the portion of the royalty payable to QUALCOMM from such

Net Selling Price into U.S. dollars at the official rate of exchange of the

currency of the country from which the Net Selling Price was paid, as quoted by

the U.S. Wall Street Journal (or the Chase Manhattan Bank or another agreed-upon

source if not quoted in the Wall Street Journal) for the last business day of

the calendar quarter in which such Licensed HDR Products were Sold. If the

transfer of or the conversion into U.S. dollars is not lawful or possible, the

payment of such part of the royalties as is necessary shall be made by the

deposit thereof, in the currency of the country where the sale was made on which

the royalty was based to the credit and account of QUALCOMM or its nominee in

any commercial bank or trust company of QUALCOMM's choice located in that

country, prompt notice of which shall be given by LICENSEE to QUALCOMM.

4.6 [**] Covenant Not to Assert. QUALCOMM hereby represents and warrants

that [**], on behalf of itself and its Affiliates, covenants that [**] and its

Affiliates will not assert any of the [**] HDR Technically Necessary Patents

against LICENSEE's (or, if sublicensed in accordance with Section 4.3 of this

Agreement, LICENSEE's Affiliates') manufacture, use, sale, or importation of

Qualifying Licensed HDR Products solely for Wireless Applications; provided,

however, that [**] and/or its Affiliates may assert the [**]' HDR Technically

Necessary Patents against LICENSEE if LICENSEE asserts any of its patents

against [**] or its Affiliates and any of their telephone products or if

LICENSEE initiates a declaratory judgment action, reexamination proceedings or

opposition proceedings challenging the validity of any of the [**] HDR

Technically Necessary Patents. Nothing in this Section 4.6 shall prohibit, limit

or covenant against [**] rights to assert any of its patents against LICENSEE or

its Affiliates for infringement relating to any time division multiple access

(TDMA) equipment or system (including, without limitation, [**]).

4.7 [**] Patents.

4.7.1 [**] Patents Sublicensed. The term "[**] Patents" means all of

the following patents which are owned or sublicenseable by [**] without payment

of any royalty or other consideration to a third party: (a) [**] patents which,

but for the sublicenses granted under Section 4.7.2 below, would be infringed by

the use of QUALCOMM's CDMA ASICs for their intended purposes (the "[**] ASIC

Patents"), and (b) [**] Essential Patents which are, or are claimed by [**] to

be, essential to IS-95 Rev A or Rev B, whether or not such Essential Patents are

infringed by the use of QUALCOMM's CDMA ASICs (the

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"Other [**] Patents"). For example, by incorporating QUALCOMM's existing (as of

the Effective Date) CDMA ASIC into a Licensed HDR Product Sold by LICENSEE, the

[**] Patents sublicensed to LICENSEE would include, but not necessarily be

limited to all of the following patents that [**] asserted against QUALCOMM in

litigation: U.S. Patent Nos. [**], and their foreign counterparts, reissuances,

divisionals, continuations and continuations in part.

The term "Essential Patents" means those patents (in any country of the

world) as to which it is, or is claimed by the patent owner to be, not possible

on technical (but not commercial) grounds, taking into account normal technical

practice and the state of the art generally available at the time of adoption or

publication of the relevant standard for CDMA Applications, to make, sell,

lease, otherwise dispose of, repair, use or operate equipment or methods which

comply with such standard without infringing such patent.

4.7.2 Sublicense Under [**] Patents. The following sublicense is

granted subject to the terms and conditions of this Agreement (including but not

limited to the payment of royalties hereunder in accordance with Section 4.2)

and Section 4.7.3 below: With respect only to those Licensed HDR Products Sold

by LICENSEE and its Affiliates that contain QUALCOMM's CDMA ASIC, QUALCOMM

hereby grants to LICENSEE a sublicense under all of the [**] ASIC Patents solely

for CDMA Applications and under all of the Other [**] Patents solely for IS-95

Related Systems to make (and Have Made), use, sell, offer for sale, lease or

otherwise dispose of, and import Licensed HDR Products into which QUALCOMM's

CDMA ASIC is incorporated. Notwithstanding the foregoing, no right or sublicense

is being granted for or may be extended under patents that apply to the portion

of any product that implements an air interface other than CDMA or analog (e.g.,

no rights and sublicenses are granted for or may be extended under patents that

apply to the GSM part of any product).

4.7.3 Non-Assertion Against [**]. The sublicense granted to LICENSEE

under Section 4.7.2 above shall continue only so long as LICENSEE and its

Affiliates do not assert, either in litigation or by a direct communication, any

Essential Patents for CDMA Applications against [**] CDMA subscriber,

infrastructure or test equipment products and LICENSEE does not dismiss such

litigation or withdraw such assertion or offer a royalty-free license under such

patents within [**] days after QUALCOMM's receipt of notice from [**] of such

litigation or communication.

4.8 Option to Obtain Infrastructure Equipment License. No later than [**]

months from the Effective Date, LICENSEE, at its option, may elect to obtain

from QUALCOMM an infrastructure equipment license on terms and conditions set

forth in the "Infrastructure Equipment License Agreement," a copy of which is

attached hereto as Exhibit B and incorporated herein by reference.

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4.9 [**] Royalty Rate. If LICENSEE exercises the option set forth in

Section 4.8 of this Agreement, then beginning on the effective date of such

exercise and subject to the limited exceptions set forth below, if QUALCOMM

grants a license to a third party to manufacture and sell Licensed HDR Products

[**] under the terms and conditions of Section 4.2, and, which license will

permit such third party to manufacture and sell Licensed HDR Products for use

within Wireless Applications, QUALCOMM shall (i) promptly notify LICENSEE of the

[**], and (ii) extend to LICENSEE [**] and, at [**]. If LICENSEE intends to

accept such [**] rates, LICENSEE shall have up to [**] days after the date of

such notice to notify QUALCOMM that it accepts a license from QUALCOMM on such

[**], provided that LICENSEE must also, at QUALCOMM's request, accept and be

bound by all other material terms and conditions granted by QUALCOMM [**].

The above paragraph shall not apply with respect to (i) [**] of LICENSEE's

exercise of the option set forth in Section 4.8 of this Agreement, (ii) any

license granted by QUALCOMM to its Affiliates or (iii) any license granted by

QUALCOMM, [**] for which consists in whole or in part of patent rights or other

rights of such substantial value as, in the reasonable judgment of QUALCOMM, to

warrant (a) [**] provided in this Agreement, or (b) [**]. This Section 4.9 shall

not apply retroactively, nor shall it be construed as entitling LICENSEE to [**]

the grant of such third party license to such other licensee.

5. LICENSE BY LICENSEE

5.1 Grant of License from LICENSEE. Subject to the terms and conditions of

this Agreement, LICENSEE hereby grants to QUALCOMM a worldwide, personal,

nontransferable, non-exclusive, fully-paid, irrevocable and royalty free license

(without the right to sublicense, except to Affiliates of QUALCOMM as permitted

in Section 5.2) to use LICENSEE's Intellectual Property (a) to make (and have

made) and import, use, sell, lease or otherwise dispose of Licensed HDR Products

solely for Wireless Applications and (b) to make (and have made) Components that

have been exclusively designed by or for QUALCOMM (which design is owned and

used exclusively for QUALCOMM) and import, use, sell, lease or otherwise dispose

of Components. No other, further or different license is hereby granted or

implied.

5.2 Right To Sublicense Affiliates. QUALCOMM shall have the right to grant

sublicenses only to Affiliates of QUALCOMM with respect to any rights conferred

upon QUALCOMM under this Agreement; provided, however, that any such sublicense

shall be subject in all respects to the restrictions, exceptions, termination

provisions, and other provisions contained in this Agreement. QUALCOMM, in

addition to its sublicensed Affiliates, shall be responsible and liable to

LICENSEE in the event that any of its sublicensed Affiliates fails under any

such sublicense to honor and comply with all obligations of QUALCOMM as

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though said obligations were made expressly applicable to the sublicensed

Affiliate. Except as set forth above, QUALCOMM shall have no right to sublicense

any of LICENSEE's Intellectual Property. Any sublicense by QUALCOMM to an

Affiliate of QUALCOMM shall terminate immediately if such Affiliate ceases to be

an Affiliate of QUALCOMM.

5.3 License Of Future Commercially Necessary IPR. Each Party agrees that,

to the extent it makes licenses of Future Commercially Necessary IPR generally

available to third parties, it will, if requested by the other Party, offer such

licenses to the other Party on commercially reasonable terms and conditions.

5.4 No LICENSEE Deliverables. Except as expressly provided for in this

Agreement, LICENSEE shall have no obligation to disclose any LICENSEE

Intellectual Property, know-how, trade secrets or other technology to QUALCOMM,

to Affiliates of QUALCOMM or to any third party.

6. COMMITMENT BY LICENSEE

6.1 Covenant Not to Assert. LICENSEE hereby covenants that neither it nor

its Affiliates will assert any of LICENSEE's Technically Necessary IPR against

any of QUALCOMM's other HDR infrastructure equipment licensees and their

Affiliates (collectively, the "Authorized Licensees") with respect to such

Authorized Licensee's use of any of LICENSEE's Technically Necessary IPR to

make, use and sell HDR infrastructure equipment and/or HDR Components solely for

Wireless Applications, provided that such Authorized Licensee has agreed with

QUALCOMM to an equivalent undertaking not to assert claims against LICENSEE and

its Affiliates. LICENSEE does not by this Section 6.1 agree, on behalf of itself

or its Affiliates, to waive its rights to assert any of LICENSEE's Commercially

Necessary IPR against any Authorized Licensee with respect to such Authorized

Licensee's use of any of LICENSEE's Commercially Necessary IPR. Any Authorized

Licensee that has agreed with QUALCOMM to an equivalent undertaking not to

assert claims shall be regarded as a third party beneficiary of this Section

6.1. QUALCOMM will promptly notify LICENSEE of any Authorized Licensees that

have agreed to such an equivalent undertaking.

6.2 License to Third Parties. The parties agree that it is in the interest

of each of the Parties and of the Wireless industry to obtain the widest

possible acceptance of the final HAI. Accordingly, LICENSEE agrees to negotiate

in good faith to promptly grant to Authorized Licensees which do not meet the

requirements of Section 6.1 a license to use all of LICENSEE's Technically

Necessary IPR to make, use and sell HDR infrastructure equipment and HDR

Components for Wireless Applications. Each such license shall be granted at

reasonable rates and otherwise on reasonable terms and conditions consistent

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with LICENSEE's licensing policies, which may include that such third party

grant a cross-license to LICENSEE of technically necessary intellectual property

rights owned by such third party.

6.3 Commercial Efforts. LICENSEE shall use commercially reasonable efforts

to market, promote and sell Licensed HDR Products throughout the world.

7. MARKING

LICENSEE agrees to affix to the exterior or the interior of all Licensed

HDR Products incorporating any of QUALCOMM's Intellectual Property a legible

notice reading: "Licensed by QUALCOMM Incorporated under one or more of the

following Patents," followed by a list of applicable patent numbers taken from

the list of QUALCOMM's patents or as may otherwise be instructed by QUALCOMM.

8. QUALITY CONTROL

8.1 General Quality of Licensed HDR Products. Throughout the term of this

Agreement, LICENSEE shall maintain, for the Licensed HDR Products manufactured

or Sold by it, at least the same manufacturing, servicing and quality standards

currently utilized by LICENSEE in connection with its similar analog and, if

applicable, other digital products.

8.2 Standards Compliance Testing. LICENSEE represents and warrants that the

Licensed HDR Products and HDR Components that it makes or has made will adhere

with and conform to, in all respects, the specifications contained in the HAI

and that LICENSEE shall comply with the rules, regulations or other requirements

set by such authorized standards body. LICENSEE shall, at QUALCOMM's reasonable

written request, permit QUALCOMM or entities designated by QUALCOMM and accepted

by LICENSEE, which acceptance shall not be unreasonably withheld or delayed, to

perform tests of Licensed HDR Products being marketed by LICENSEE to ensure

compliance and conformity with the HAI. If such tests indicate material

noncompliance or nonconformity therewith, such tests shall be at LICENSEE's cost

and LICENSEE shall reimburse QUALCOMM for any such reasonable tests performed by

QUALCOMM at [**]. If such test does not indicate material noncompliance or

nonconformity, the test shall be at [**]. Nonconforming Licensed HDR Products,

if any, shall not be sold or marketed by LICENSEE until the non-conformity is

corrected.

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9. INFORMATION

9.1 Restrictions on Disclosure and Use. All documentation and technical and

business information and intellectual property in whatever form recorded that a

Party does not wish to disclose without restriction ("Information") shall remain

the property of the furnishing Party and may be used by the receiving Party only

as follows. Such Information (a) shall not be reproduced or copied, in whole or

part, except for use as expressly authorized in this Agreement; and (b) shall,

together with any full or partial copies thereof, be returned or destroyed when

no longer needed or upon any termination of this Agreement, and (c) shall be

disclosed only to employees or agents of a Party with a need to know. Moreover,

such Information shall be used by the receiving Party only for the purpose of

performing under this Agreement or in the exercise of its rights it may receive

under the provisions of this Agreement. Unless the furnishing Party consents in

this Agreement or otherwise in writing, such Information shall be held in strict

confidence by the receiving Party. The receiving Party may disclose such

Information to other persons, upon the furnishing Party's prior written

authorization, but solely to perform acts which this clause expressly authorizes

the receiving Party to perform itself and further provided such other person

agrees in writing (a copy of which writing will be provided to the furnishing

Party at its request) to the same conditions respecting use of Information

contained in this clause and to any other reasonable conditions requested by the

furnishing Party. These restrictions on the use or disclosure of Information

shall not apply to any Information: (i) which can be proven to be or have been

independently developed by the receiving Party or lawfully received free of

restriction from another source having the right to so furnish such Information;

or (ii) after it has become generally available to the public without breach of

this Agreement by the receiving Party; or (iii) which at the time of disclosure

to the receiving Party was known to such Party free of restriction and clearly

evidenced by documentation in such Party's possession; or (iv) which the

disclosing Party agrees in writing is free of such restrictions.

9.2 Scope of Information. Information is subject to this Section 9 whether

delivered orally or in tangible form and without regard to whether it has been

identified or marked as confidential or otherwise subject to this Section 9.

Each Party agrees to use its best efforts to mark or otherwise identify

proprietary all Information they desire to be subject to the terms of this

clause before furnishing it to the other Party. And, upon request, a Party shall

promptly identify whether specified information must be held by the requesting

Party subject to this clause. Information which is delivered orally may be

summarized in writing by the disclosing Party and delivered to the receiving

Party within [**] days after disclosure thereof.

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9.3 Furnishing Information to Third Parties. Nothing herein shall be deemed

to bar disclosure of Information by a receiving Party to third party

subcontractors, prospective customers or Affiliates of the receiving Party with

a need to know, without the written consent of the furnishing Party, if such

disclosure is reasonably necessary for enjoyment of the receiving Party's rights

to use Intellectual Property Rights licensed under this Agreement, and provided

that each such third party agrees in writing to protect the Information under

terms and conditions comparable, in all material respects, to the terms

contained in this Section 9 and Section 17 with respect to survivability.

10. WARRANTY/ DISCLAIMER/ LIMITATION OF LIABILITY.

10.1 QUALCOMM Warranty. QUALCOMM represents and warrants that it has the

right to enter into this Agreement with LICENSEE and that it has the right to

grant the licenses granted hereunder.

10.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER

PARTY MAKES ANY WARRANTIES IN THIS AGREEMENT AS TO PRODUCTS, TECHNOLOGY,

MATERIALS, SERVICES, INFORMATION OR OTHER ITEMS IT FURNISHES TO THE OTHER PARTY,

EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY

AND FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH ITEMS ARE FREE FROM THE

RIGHTFUL CLAIM OF ANY THIRD PARTY, BY WAY OF INFRINGEMENT OR THE LIKE.

10.3 Limitation of Liability. EXCEPT IN THE CASE OF A BREACH OF SECTION 9

OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY

INCIDENTAL, CONSEQUENTIAL OR ANY OTHER INDIRECT LOSS OR DAMAGE ARISING OUT OF

THIS AGREEMENT OR ANY RESULTING OBLIGATION OR THE USE OF ANY INTELLECTUAL

PROPERTY RECEIVED HEREUNDER, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH

OF CONTRACT, FOR TORT, OR ANY OTHER CAUSE OF ACTION. EACH PARTY SHALL BE

PERMITTED TO ENJOIN THE UNAUTHORIZED USE BY THE OTHER PARTY OR ITS AFFILIATES OF

ANY OF THE PARTY'S INFORMATION.

10.4 Negation of Representation and Warranties. Nothing contained in this

Agreement shall be construed as (a) requiring the filing of any patent

application, the securing of any patent or the maintaining of any patent in

force; (b) a warranty or representation by either Party as to the validity or

scope of any patent, copyright or other intellectual property right; (c) a

warranty or representation that any manufacture, sale, lease, use or importation

will be free from infringement of patents, copyrights or other intellectual

property rights of others, and it shall be the sole responsibility of LICENSEE

to make such

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determination as is necessary with respect to the acquisition of licenses under

patents and other intellectual property of third parties; (d) an agreement to

bring or prosecute actions or suits against third parties for infringement; (e)

an obligation to furnish any manufacturing assistance; or (f) conferring any

right to use, in advertising, publicity or otherwise, any name, trade name or

trademark, or any contraction, abbreviation or simulation thereof (other than as

set forth in Section 7).

11. INDEMNITY FOR DAMAGE TO PERSONS, PROPERTY OR BUSINESS

11.1 Indemnification by LICENSEE. LICENSEE shall indemnify, defend and hold

QUALCOMM harmless from, any and all claims, judgments, liabilities, costs and

expenses (including attorneys' fees) arising out of or related, directly or

indirectly, to any injury, loss or damage to persons, property or business

arising from, relating to, or in any way connected with, any Licensed HDR

Products or Components which LICENSEE or its Affiliates manufactures or has

manufactured and sells to a third party or its Affiliate. LICENSEE agrees to

indemnify and hold harmless QUALCOMM against all liability or responsibility of

LICENSEE or of others for any failure attributable to LICENSEE in production,

design, operation or otherwise of products manufactured by or on behalf of

LICENSEE and Sold to third parties, except if such liability or responsibility

is due to infringement claims with respect to QUALCOMM's Intellectual Property.

11.2 Indemnification by QUALCOMM. QUALCOMM shall indemnify, defend and hold

LICENSEE harmless from, any and all claims, judgments, liabilities, costs and

expenses (including attorneys' fees) arising out of or related, directly or

indirectly, to any injury, loss or damage to persons, property or business

arising from, relating to, or in any way connected with, any Licensed HDR

Products or Components which QUALCOMM or its Affiliates manufactures or has

manufactured and sells to a third party or its Affiliate. QUALCOMM agrees to

indemnify and hold harmless LICENSEE against all liability or responsibility of

QUALCOMM or of others for any failure attributable to QUALCOMM in production,

design, operation or otherwise of products manufactured by or on behalf of

QUALCOMM and Sold to third parties, except if such liability or responsibility

is due to infringement claims with respect to LICENSEE's Intellectual Property.

11.3 Notice, Defense and Cooperation. The party seeking indemnification

under Section 11.1 or 11.2 above shall provide the indemnifying party with

prompt notice of any claim within such provisions, shall give the indemnifying

party the full right to defend any such claim and shall cooperate fully in such

defense.

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12. TERMINATION

12.1 Termination Without Cause by LICENSEE. LICENSEE may for any reason, at

any time when it is not using any of QUALCOMM's Intellectual Property, terminate

this Agreement upon ninety (90) days' prior written notice to QUALCOMM; provided

that all license fees and royalties which have accrued under the terms of the

Agreement shall be due and owing and all such amounts and all previous amounts

paid are and shall remain non-refundable. In the event of any such termination,

the license granted by LICENSEE to QUALCOMM in Section 5.1 and 5.2 shall

survive.

12.2 Termination For Cause by QUALCOMM. QUALCOMM may terminate this

Agreement, by written notice to LICENSEE, if LICENSEE shall at any time default

in the payment hereunder or the making of any report hereunder, or shall commit

any material breach of any covenant, representation, warranty or agreement

herein contained, or shall make any false report to QUALCOMM; provided, however,

that in the case of any such breach which is capable of being cured, QUALCOMM

shall not have a right to terminate this Agreement for cause unless and until

LICENSEE shall have failed to remedy any such default, breach or report within

[**] days after written notice thereof by QUALCOMM. LICENSEE shall be able to

effectuate such cure with respect to a default in the payment of any royalty

hereunder no more than three times during the term of this Agreement. Upon

termination of this Agreement for cause, LICENSEE shall duly account to QUALCOMM

for all royalties and other payments within ten days of such termination.

12.3 Termination for Cause by LICENSEE. LICENSEE may terminate this

Agreement, by written notice to QUALCOMM, if QUALCOMM shall at any time commit

any material breach of any material covenant, representation, warranty or

agreement herein contained; provided, however, that in the case of any such

breach which is capable of being cured, LICENSEE shall not have a right to

terminate this Agreement for cause unless and until QUALCOMM shall have failed

to remedy any such material breach within [**] days after receipt by QUALCOMM of

written notice thereof by LICENSEE.

12.4 Bankruptcy, Dissolution or Liquidation. Either Party shall also have

the right to terminate this Agreement with immediate effect by giving written

notice of termination to the other Party at any time upon or before sixty (60)

days after the occurrence of any of the following events with respect to such

other Party (unless such event ceases within such period): (a) insolvency,

bankruptcy or liquidation or filing of any application therefor, or other

commitment of an affirmative act of insolvency; (b) attachment, execution or

seizure of substantially all of the assets or filing of any application

therefor; (c) assignment or transfer of that portion of the business to which

this Agreement

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pertains to a trustee for the benefit of creditors; (d) disposition, by sale or

assignment of all of its rights, of that portion of the business or the material

assets to which this Agreement pertains in violation of Section 14 of this

Agreement; or (e) termination of its business or dissolution.

12.5 Termination of Agreement in the Event of Litigation. The license from

QUALCOMM to Licensee shall terminate in the event that LICENSEE initiates any

litigation against QUALCOMM or its Affiliates which includes any claim for

intellectual property infringement and LICENSEE does not prevail on all such

intellectual property infringement claims.

12.6 Rights Upon Termination. Upon any expiration or termination of this

Agreement, whether for cause or not, all licenses granted hereunder shall also

terminate (except as expressly stated in Section 12.1), and each Party shall

immediately (i) cease using any of the other Party's Intellectual Property

Rights and (ii) return or destroy all information and documentation furnished by

the other Party to such Party. Any termination or expiration of this Agreement

under this Section 12 shall not relieve LICENSEE from its obligation under

Section 13 hereof to make a report or from its liability for payment of

royalties on Licensed HDR Products Sold on or prior to the date of such

termination or expiration and shall not prejudice the right to recover any

royalties or other sums due or accrued at the time of such termination or

expiration and shall not prejudice any cause of action or claim accrued or to

accrue on account of any breach or default. Furthermore, any termination or

expiration of this Agreement under this Section shall not prejudice the right of

QUALCOMM to conduct a final audit of the records of the LICENSEE in accordance

with the provisions of Section 13 hereof. No termination hereunder shall limit

the rights of a Party to sell those Licensed HDR Products in inventory or in

process at the time of termination, subject to payment of the royalty applicable

to the sale of such Licensed HDR Products and continued compliance with the

other provisions of this Agreement.

13. RECORDS AND AUDITS.

13.1 Records. LICENSEE shall keep accurate and complete books and records

concerning any Licensed HDR Products it may sell under this Agreement. As

applicable, such books and records shall include the date of transaction

involving sales of Licensed HDR Products, including the number of items Sold.

LICENSEE shall require in its agreements with sublicensees that each sublicensee

agree to record keeping and audits substantially the same as described in this

Section 13. LICENSEE hereby agrees to cause its sublicensees to provide to

LICENSEE the records and supporting information sufficient to evidence the

accuracy of the royalty report to be submitted to QUALCOMM. Such records

(together with all supporting information) shall be included in the

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records described herein and subject to audit by QUALCOMM as provided in this

Section. LICENSEE's agreements with its sublicensees shall expressly state that

QUALCOMM shall be able to enforce rights under Section 13.2 below directly

against any such sublicensee. LICENSEE shall furnish QUALCOMM within [**] days

after the end of each [**] a certificate, in the form attached hereto as Exhibit

A, signed by a responsible official of LICENSEE showing the transactions and

corresponding amounts during said [**] and any other information as may be

reasonably requested by QUALCOMM.

13.2 Audits. QUALCOMM may, no more than once each calendar year, cause its

independent public accounting firm to conduct an audit on reasonable notice of

LICENSEE's applicable books and records and sublicensee's records and its

supporting information obtained under Section 13.1 above to confirm the royalty

paid or to be paid to QUALCOMM in accordance with the terms and conditions set

forth in Section 4.2 above. The cost of such audit shall be borne by QUALCOMM,

unless such audit determines that the LICENSEE has underpaid the royalties due

hereunder by the lesser of (a) more than five percent (5%) or (b) [**]; in which

case, LICENSEE shall, in addition to paying the deficiency plus late payment

charges, pay the cost of such audit. LICENSEE shall preserve and maintain all

such books and records required for audit for a period of [**] years after the

[**] for which the books and records apply (but not more than [**] years after

any termination of this Agreement). All information acquired by QUALCOMM from

such audit shall be considered Information subject to the terms and conditions

of Section 9.

14. ASSIGNMENT.

Except as provided in this clause, LICENSEE shall not assign this Agreement

or any right or interest under this Agreement, nor delegate any obligation to be

performed under this Agreement (an "assignment"), without QUALCOMM's prior

written consent, which consent shall be at QUALCOMM's sole discretion, provided,

however, that such consent shall not be unreasonably withheld in the case that

such assignment or delegation is to a pa