GLOBAL PATENT LICENSE AGREEMENT

1.

DEFINITIONS

For the purpose of this Agreement, capitalized terms used in this Agreement, whether in singular or in plural and not otherwise defined herein, shall have the following meanings.

1.1

“Affiliate” of a party shall mean a company or other legal entity which controls, is controlled by, or is under common control with such party, but any such company or other legal entity shall be deemed to be an Affiliate only as long as such control exists, and for the purposes of this definition, “control” shall mean direct or indirect ownership of more than fifty percent (50%) of the voting power, capital or other securities of controlled or commonly controlled entity. For the avoidance of all doubts, for as long as Ericsson controls at least fifty percent of the voting power, capital or other securities of its joint venture Sony Ericsson Mobile Communications AB, such company and its Affiliates (hereinafter “Sony Ericsson”) shall be (jointly) regarded as an Affiliate of Ericsson for the purpose of this Agreement.

1.2

“Appendix 1” shall mean the APPENDIX 1 as integrated as part of this Agreement further specifying the royalty reporting.

1.3

“Appendix 2” shall mean the APPENDIX 2 as integrated as part of this Agreement, further specifying an exemplary list of Ericsson’s Licensed Patents.

1.4

“ASICs” shall mean application specific integrated circuit chips and integrated circuit chipsets (including the specifications thereof, hardware, firmware and/or associated software that runs within the ASIC) that are designed to perform a particular function or functions.

1.5

“CDMA Applications” shall mean any mobile air interface standard that is WCDMA FDD mode, WCDMA TDD mode, TD-SCDMA and/or CDMA2000. For the purpose of this definition, standard shall mean the agreed protocols by ETSI, TIA, ARIB, T1P1, CWTS and/or other relevant telecommunications standards setting body that are applicable to CDMA2000, WCDMA FDD mode, WCDMA TDD mode, TD-SCDMA, irrespective of the transmission medium or frequency band, as agreed upon by such standardization body.

1.6

“End User Terminal” shall mean a complete ready-to-use hand portable device, such as a PDA, smart phone or cellular phone, which can be directly used by an end user for wireless communications, i.e. to receive and transmit information over the air by means of using any or more of the Standards, and without the device having to be physically connected to another device.

1.7

“Ericsson Products” shall mean ASICs and ASIC specifications, Modules, Modems, End User Terminals, Infrastructure Equipment, all being compliant with any or more of the Standards.

1.8

“Have Made” shall mean the right to have a third party make and test a product (including customized components and sub-systems of a product) for the use and benefit of the party exercising the have made right, provided that:

A).

the party exercising the have made right owns and supplies the designs and/or working drawings to such third party;

B).

such designs and/or working drawings are in sufficient detail that no substantial additional design by such third party is required; and

C).

such third party is not allowed to sell such product to other third parties.

1.9

“Infrastructure Equipment” shall mean all network equipment, including but not limited to, equipment in the mobile switching center and cell sites designed or adapted to effect, enable, manage or facilitate the transfer of any form of information, intelligence, voice or data between fixed and mobile locations by means of electromagnetic waves in free space.

1.10

“Licensed Patents” shall mean those Patents (in any country of the world) over time as to which it is not possible, on technical 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 Standards whether being mandatory or optional to the Standard and whether being declared to ETSI and other relevant standardization bodies or not, to make, sell, lease or otherwise dispose of, repair, use or operate products, equipment or methods which comply with the relevant Standards, without infringing such Patent rights. An exemplary list of Ericsson’s Licensed Patents is, for convenience, included in the Appendix 2 of this Agreement.

1.11

“License Period” shall mean the period commencing on the Effective Date and having a duration through the expiration of the last one of the Licensed Patents.

1.12

“Modem” shall mean either (i) a device such as, but not limited to, a PCMCIA card that when inserted in another device, gives said other device wireless communications capabilities over the air using a Standard or (ii) a standalone wireless communications device having an interface to an external data and/or voice source that gives such external source wireless communications capabilities over the air using a Standard. The Modem may not be the immediate interface to an individual consumer to transmit or receive wireless data and/or voice transmissions (which shall fall under the definition of End User Terminal). For the avoidance of doubt, Wavecom current (i.e. at the Effective Date of this Agreement) Integra and Fastrack product ranges shall be regarded as Modems.

1.13

“Module” shall mean a device, completely or partly assembled (i.e. including kits of Modules sold disassembled), that when integrated into another device gives said other device wireless communications capabilities by means of using a Standard. The Module shall comprise substantially all baseband and radio frequency software and hardware for the applicable Standards, but may not be the immediate interface to an end user to transmit or receive wireless data and/or voice transmissions (which shall fall under the definition of End User Terminal). The term “Module” does not include standalone components or parts of a Module (other than as Sold incorporated into the Module or sold as part of a kit of Module).

1.14

“Net Selling Price” shall mean the greater of: (a) the selling price which a seller would realize from an un-affiliated buyer in an arm’s length sale of an identical product in the same quantity and at the same time and place as such sale, or (b) the selling price actually obtained for such product in the form in which it is Sold, whether or not assembled and without excluding therefrom any components or subassemblies thereof. In determining the “selling price”, only the following shall be excluded to the extent actually included in the price obtained for such products: (i) […]

1.15

“Non-Cellular Devices” shall mean devices (such as, without limitation, vending machines, wireless local loop systems or vehicles) that, when incorporating a Module or used with a Modem, are capable of wireless communication via a mobile air interface Standard. Wireless communications can be made amongst them, or between remote machines and a host server or a central station to provide for example real-time monitoring, data reporting or remote control without human intervention. For the avoidance of any doubt, the term Non-Cellular Devices excludes End User Terminals and Infrastructure Equipment (such terms shall for the purpose of this definition be with the exclusion of wireless local loop systems).

1.16

“Party/Parties” shall mean Ericsson and Wavecom, as applicable.

1.17

“Patents” shall mean all patent claims (including claims of patent applications) and like statutory rights (other than design patents), which are owned or controlled by a Party and its Affiliates, except that Sony Ericsson shall not be an Affiliate of Ericsson for the purpose of this definition. Patents shall include any patents and patents applications issued, applied for, granted or which may claim a priority date on, before or after the Effective Date of the Agreement.

1.18

“Sell” or “Sold” or any similar term shall mean the delivery of Wavecom Products to any third party regardless of the basis for compensation, if any, including lease, rent or similar transaction and the putting into use of the Wavecom Product by Wavecom or its Affiliates for any purpose other than routine testing and routine demonstration thereof. Unless the Wavecom product is being put into use by Wavecom (when the use is being considered as Sale), than the Sale is being deemed to have occurred upon shipment or invoicing, whichever shall first occur.

1.19

“Standard(s)” shall mean the agreed protocols by ETSI, TIA, ARIB, T1P1, CWTS and/or other relevant telecommunications standards setting body that are applicable to GSM, GPRS and EDGE, irrespective of the transmission medium or frequency band, as agreed upon by such standardization body at the time of the Effective Date as well as any updates, modifications and extensions in respect of such protocols (unless fundamentally altering the character thereof).

1.20

“Wavecom Products” shall mean Modules and Modems all being; (i) compliant with any or more of the Standards, and (ii) such product is not compliant with any CDMA Application, and (iii) designed to fit into or operate with End User Terminals or Non-Cellular Devices.

2.

LICENSE GRANT BY ERICSSON

2.1

License Grant. Ericsson hereby, as of January 1 ^st 2004, grants to Wavecom a world-wide, non-transferable and non-exclusive license under Ericsson’s Licensed Patentsto make, Have Made, use, import, Sell, offer for sale, lease or otherwise dispose of and repair Wavecom Products.

The license granted hereunder further includes the right to make (solely by Wavecom), import and use (and subcontract the right to use for the benefit of Wavecom) – but not to Sell, lease or otherwise dispose of to third parties – machines, tools, materials, equipments, methods, processes or other instrumentalities for the development, installation, test, repair and manufacture of Wavecom Products.

2.2

Right to Sublicense. Wavecom shall have the right to grant sublicenses of the rights set forth in Article 2.1 above only to Affiliates of Wavecom . Any sublicensed Affiliate shall agree to be bound in all respects to all of the obligations contained in this Agreement, including, but not limited to, the payment and reporting obligations as set forth in Article 7, for which Wavecom is ultimately responsible. Notwithstanding this, Wavecom shall be the party directly effecting the payment of the royalties as set forth in Article 7.1 A (ii) on behalf of its sublicensed Affiliates. Any sublicense granted hereunder shall terminate if an Affiliate ceases to be an Affiliate of Wavecom.

2.3

No Implied License. All rights not expressly granted by Ericsson are hereby expressly reserved. Nothing in this Agreement shall be construed as a right to use or sell Wavecom Products in a manner which conveys or purports to convey whether explicitly, by principles of implied license, or otherwise, any rights to any third party user or purchaser of the Wavecom Products, under any patent of Ericsson or of its Affiliates covering or relating to any combination of the Wavecom Products with any other product (not licensed hereunder) where the right applies specifically and exclusively to the combination and not to the Wavecom Product itself.

For the avoidance of all doubts, the license under this Agreement includes a right to distribute the Wavecom Products on a worldwide basis and any customer of Wavecom may under the doctrine of patent exhaustion use, integrate such Wavecom Products and further distribute such Wavecom Product whether or not integrated into its own products.

2.4

Non-Assertion. Ericsson hereby covenants not to assert nor have asserted (including ensures that its Affiliates do not assert or have not asserted) any of Ericsson Licensed Patents against Wavecom and its Affiliates regarding its/their licensing of an internal design to make End User Terminals, Modems and Non-Cellular Devices (technology licensing).

3.

GRANT-BACK

3.1

License Grant. For the purpose of reciprocity, Wavecom hereby, as of January 1 ^st 2004, grants to Ericsson a world-wide, non-transferable and non-exclusive license under Wavecom’s Licensed Patentsto make, Have Made, use, import, sell, offer for sale, lease or otherwise dispose of and repair Ericsson Products.

The license granted hereunder further includes the right to make (solely by Ericsson) import and use (and subcontract the right to use for the benefit of Ericsson) – but not to Sell, lease or otherwise dispose of to third parties – machines, tools, materials, equipments, methods, processes or other instrumentalities for the development, installation, test, repair and manufacture of Ericsson Products.

3.2

Right to Sublicense. Ericsson shall have the right to grant sublicenses of the rights set forth in Article 3.1 above only to Affiliates of Ericsson . Any sublicensed Affiliate shall agree to be bound in all respects to all of the obligations contained in this Agreement. Any sublicense granted hereunder shall terminate if an Affiliate ceases to be an Affiliate of Ericsson.

3.3

Right to Terminate Sublicense. […]

3.4

No Implied License. All rights not expressly granted by Wavecom are hereby expressly reserved. Nothing in this Agreement shall be construed as a right to use or sell Ericsson Products in a manner which conveys or purports to convey whether explicitly, by principles of implied license, or otherwise, any rights to any third party user or purchaser of the Ericsson Products, under any patent of Wavecom or of its Affiliates covering or relating to any combination of the Ericsson Products with any other product (not licensed hereunder) where the right applies specifically and exclusively to the combination and not to the Ericsson Product itself.

For the avoidance of all doubts, the license under this Agreement includes a right to distribute the Ericsson Products on a worldwide basis and any customer of Ericsson may under the doctrine of patent exhaustion use, integrate such Ericsson Products and further distribute such Ericsson Product whether or not integrated into its own products.

3.5

Non-Assertion. Wavecom hereby covenants not to assert nor have asserted (including ensures that its Affiliates do not assert or have not asserted) any of Wavecom’s Licensed Patents against Ericsson and its Affiliates regarding its/their licensing of an internal design to make End User Terminals, Modems and Infrastructure Equipment (technology licensing).

4.

LIMITATIONS ON LICENSE GRANTS

4.1

Jointly Owned Patents. With respect to Patents licensed herein which are owned by a Party or its Affiliates jointly with others, the Parties recognize that there are countries which require the express consent of all inventors or their assignees to the grant of licenses or rights under patents issued in such countries for such jointly owned inventions. Each Party hereby expressly gives such consent from its Affiliates and shall use all reasonable efforts to obtain such consent from its employees and its Affiliates’ employees, and from other third parties, as required to make full and effective any such licenses and rights granted to the grantee hereunder by such Party and by another licensor of such grantee.

If, in spite of such efforts, a Party is unable to obtain such consents from any such employees or third parties, the resulting inability of such Party to make full and

effective its purported grant of such licenses and rights shall not be considered to be a breach of this Agreement. For the avoidance of doubt, in such a case, the licenses and rights shall be considered granted by each Party to the maximum extent possible, and, consequently, if such Party acquires a corresponding license from the employee or third party, the other Party shall be deemed licensed under the patent. To Ericsson’s reasonable knowledge, there exist no such jointly owned Licensed Patents of Ericsson at the time of the Effective Date.

4.2

Obligations to Third Parties. In the event the exercise of a license hereunder exposes the grantor or any of its Affiliates to any obligation to make a payment to a third party (other than payments between a Party and its Affiliates and its or their employees), or if the license to the grantor imposes additional obligations on the grantor, the grantor shall promptly inform the grantee of such in writing and the Parties shall, at the request of the grantor, in good faith negotiate a compensation to the grantor for such payment. If no agreement is found within a reasonable period of time agreed upon the Parties, the grantee shall refrain from exercising the license without undue delay after such negotiation fails. Each Party represents that there is, at the date of this Agreement, no such obligation to make payments with respect to any property licensed hereunder.

4.3

No Rights Against Infringers. There may be countries in which a Party hereto may have, as a consequence of this Agreement, rights against infringers of the other Party’s Patents licensed hereunder. Each Party hereby waives any such right it may have by reason of any third party’s infringement of any such Patents.

5.

RELEASE

Each Party hereby, for itself and its present Affiliates, releases the other Party and the other Party’s present and sublicensed Affiliates and all customers of such other Party and such other Party’s present and sublicensed Affiliates who have purchased or used products herein licensed to the other Party, from all claims, demands and rights of action which the first mentioned Party or any of its present Affiliates may have on account of any act of infringement or alleged infringement of any Licensed Patent prior to January 1 ^st , 2004, provided such act would be licensed under this Agreement if it had occurred subsequent to the Effective Date.

Should Wavecom not fulfill its payment obligations in accordance with Article 7.1 A (i) of this Agreement, then this granted release by Ericsson to Wavecom shall, in addition to any possible consequences in accordance with Article 8.2, be of no effect and shall be considered void and null as if never been entered into. The release granted by Wavecom to Ericsson shall remain in full force and shall survive any termination of this Agreement.

6.

KNOW-HOW AND TRADE SECRETS

No license or other right is granted herein to either Party, directly or by implication, estoppel or otherwise, with respect to any trade secrets or know-how, and no such license or other right shall arise from the consummation of this Agreement or from any acts, statements or dealings leading to such consummation. Except as specifically provided herein, neither Party is required hereunder to furnish or disclose to the other Party any technical or other information.

7.

PAYMENTS, REPORTS AND AUDIT

7.1

Royalties. In consideration of the license and the release granted herein,

A)

Wavecom hereby agrees to pay Ericsson:

(i)

A release payment for Sales of Wavecom Products made up until December 31 ^st 2003, which equals […] and which is payable as set forth:

a)

[…] to be paid at the latest on […]; and

b)

[…] to be pa