InterDigital Inc (IDCC)

[olddog967]

Loophole: In conjunction with looking at the 10-K, here is the MFL clause in NEC's PLA. I remember we previously discussed the time requirement for asserting their MFL rights. IF, as stated in the clause, IDCC timely notified and provided NEC with the agreements, it would appear that IDCC is correct in stating that by just now asking for a change, NEC waived their rights to assert the MFL clause.

7.4. Most Favored Licensee Rights. Provided Licensee is not in material
default of its obligations hereunder, Licensee shall be treated as a
most favored licensee ("MFL") under the Licensed Patents with regard to
Covered Subscriber Units and Covered Infrastructure Units. If subsequent
to the Effective Date, ITC enters into an agreement, including a
settlement agreement, with a third party pursuant to which ITC licenses
said third party to sell products that operate under Covered Standards,
ITC will notify Licensee of such agreement and will provide a copy of
such agreement, in confidence, to Licensee. Licensee shall have the
right to substitute for this 3G Agreement, on a forward going basis, the
more favorable license agreement in its entirety and such substitution
shal constitute a novation of those portions of this 3G Agreement addressed
in such substitute agreement; provided, however, that any royalty
obligation under such substitute agreement relating to Covered
Subscriber Units and Covered Infrastructure Units compliant with only
PHS and PDC shall not apply as to Licensee and/or its Affiliates. Such
election shall be made by Licensee in writing within thirty (30) days of
receiving said license agreement from ITC, with any failure to elect to
take such new agreement within such period shall serve as waiver as to
any rights under such agreement. If Licensee elects to take such
substitute agreement, Licensee shall pay royalties based on the rates
set forth in its then existing agreement up to the date of such
substitute agreement. Any remaining pre-payments under Licensee's then
existing agreement shall apply as to the substitute agreement.