Monday, October 13, 2003 4:51:21 PM
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.53
<SEQUENCE>5
<FILENAME>dex1053.txt
<DESCRIPTION>NEC 3G PATENT LICENSE AGREEMENT
<TEXT>
Document 5 - file: dex1053.txt
http://www.sec.gov/Archives/edgar/data/354913/000104596903000479/dex1053.txt
Royalty Payments.
9
<PAGE>
3.1.1. Convenience Based Royalties on Products Compliant with Third
Generation and Narrowband CDMA. In consideration of the licenses
granted herein, Licensee shall pay ITC the following
non-refundable (except as the consequence of the royalty audit
under Article 7.7 or except in the case of computation error by
Licensee) royalties on each sale of the below listed products by
Licensee and/or its Affiliates, anywhere in the world:
i. For Covered Subscriber Units compliant with Narrowband
CDMA and Third Generation, [**]% of the Net Selling
Price of each such product sold by Licensee or its
Affiliates provided, however, that the above royalty
shall not exceed $[**] on a per unit basis.
ii. For Covered Infrastructure Units compliant with
Narrowband CDMA and Third Generation, [**]% of the
Net Selling Price of each such product sold by
Licensee and/or its Affiliates; provided, however,
that for sales of Covered Infrastructure Units in
Japan only, for sales occurring on or before December
31, 2003, the royalty rate shall be [**]%. For sales
of Covered Infrastructure Units occurring on or after
January 1, 2004, Licensee shall have the option to
pre-pay
___________
** Material has been omitted and filed separately with the Commission.
10
<PAGE>
additional royalties for Covered Infrastructure Units
for use in Japan only, at any time, based on
Licensee's good faith projection of its sales of such
products over a one (1) to three (3) year period(s).
Such pre-payment shall be paid to ITC prior to the
start of the royalty period used in determining the
pre-payment amount. Licensee's actual payment to ITC
for such royalty projection shall be discounted at
[**] % per annum, to reflect the time value of money
over the selected period. In addition, the optional
pre-payment shall be further discounted by the
following single volume discount, applied to the
present value amount, as follows:
Years Pre-paid Volume Discount
1 [**]%
2 [**]%
3 or more [**]%
The projected royalty shall serve as the royalty
credit, against which Licensee can at any time offset
its royalty obligations as to Covered Infrastructure
Unit for use in Japan only, until that royalty credit
is exhausted. A sample calculation of the pre-payment
method is set forth in Attachment B hereto.
_____________
http://www.sec.gov/Archives/edgar/data/354913/000104596903000479/0001045969-03-000479-index.htm
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