Years ago somebody dug up a portion of a contract that mentioned something about patents InterDigital had licensed to QCOM in their 1994 settlement, but this old bean cannot even remember who the parties were on that contract.
mschere, this old post by DRox might answer your question:
Posted by: Data_Rox In reply to: None Date:2/10/2004 1:38:05 PM Post #of 97406
For those interested in 1 Qualcomm licensee's view (I state 1 because they may vary) of Interdigital patents covered under Qualcomm's license agreements as well as insight to what the licensee allows Qualcomm to do with the licensee IPR
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:
"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.
"Authorized Licensees" shall have the meaning described in Section 6.3 below.
"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 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.
"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)."
* * *
"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).
"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'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 ------------- 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 Affiliate. Any sublicense by LICENSEE to an Affiliate of LICENSEE shall terminate immediately if such Affiliate ceases to be an Affiliate of LICENSEE. Except as set forth above, LICENSEE shall have no right to sublicense any of QUALCOMM's Intellectual Property or any of the rights conferred upon LICENSEE under this Agreement.
5.4 Most Favored Royalty Rate. Subject to the exceptions set forth below,
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