License
        Agreement

       

      Between
        ParkerVision and ITT

       

      * CERTAIN
        INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
        WITH RESPECT TO THE OMITTED PORTIONS.

       

      This
        Agreement (“Agreement”)
        is
        entered into and made effective as of 2 May 2007 (the “Effective
        Date”)
        by and
        between ITT Corporation, an Indiana corporation with offices at 1919 West
        Cook
        Road, Fort Wayne, Indiana 46801 (“ITT”)[*];
        and
        ParkerVision, Inc., a Florida corporation with offices at 7915 Baymeadows
        Way,
        Suite 400, Jacksonville, Florida, 32256 (“ParkerVision”).
        

       

      Recitals

       

      WHEREAS,
        ParkerVision has developed and patented technology known as direct2power
        or d2p
        (d2p Technology, as defined hereafter), that was designed to address certain
        limitations in applying traditional approaches to RF transmit and power
        amplification, and

       

      WHEREAS,
        d2p Technology allows for the creation of [*],
        known
        as “RF Power Transmitters”, and 

       

      WHEREAS,
        ITT desires to license from ParkerVision, and ParkerVision desires to license
        to
        ITT, the d2p Technology, pursuant to the terms and conditions of this Agreement,
        and 

       

      WHEREAS,
        concurrently with entering into this Agreement, the parties are also entering
        into an Engineering Services Agreement pursuant to which ParkerVision will
        provide engineering services to ITT with respect to the development by ITT
        of
[*]
        pursuant
        to the terms and conditions set forth therein,

       

      NOW,
        THEREFORE, in consideration of the mutual premises and of the performance
        of the
        mutual covenants herein, the parties agree as follows:

       

      1.  DEFINITIONS

       

      1.1  “Confidential
        Information”
has
        the
        meaning set forth in Section 10.1.

       

      1.2  “d2p
        Technology”
means
        technology delivered by ParkerVision to ITT under the Engineering Services
        Agreement [*]
        that is
        designed to address certain limitations in applying traditional approaches
        to RF
        transmit and power amplification. d2p Technology generally consists of
[*].

       

      1.3  “Development
        Tools”
means
        the ParkerVision development tools described in Sections 3.1.4, 3.2.2 and
        3.3.2
        of the Statement of Work attached to the Engineering Services Agreement.
        

       

      1.4  [*] 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.5  “Government
        Channels”
means
        the channels of marketing, sale, lease to and/or procurement for U.S. and
        foreign military and/or government entities including federal, state and
        local
        government entities and further including the respective departments and
        agencies that fall under such government entities. For clarification purposes,
        such government entities, purchasing for both civilian and military purposes,
        shall include, without limitation, the Department of Homeland Security, the
        National Guard and Fire/Police Departments under the respective agencies
        noted
        above. 

       

      1.6  “Implementation
        Technology”
        means
        any
        technology for incorporating or embodying the d2p Technology into a
        semiconductor device, wireless system or product (but excluding any
        technology that is developed based on the d2p Technology or that
        requires knowledge of the d2P Technology, which shall
        be
        deemed to fall within the definition of Improvements to d2p
        Technology). 
        [*]

       

      1.7  “Improvements
        to d2p Technology”
means
        any modifications, enhancements and improvements to the d2p Technology, but
        in
        no event includes any Implementation Technology except as set forth in the
        definition of Implementation Technology. 

       

      1.8  “Intellectual
        Property Rights”
means
        patents, certificates of invention, utility models, design rights and similar
        invention rights, copyrights, trade secret rights, mask work rights, and
        any
        other intangible property or proprietary rights (other than trademarks, trade
        names, service marks and trade dress rights) recognized anywhere in the world
        under any state or national statute or treaty or common law right, including
        without limitation all applications and registrations with respect to any
        of the
        foregoing. 

       

      1.9  “ITT
        Field of Use”
means
        [*]
        systems
        that are specifically designed, developed and adapted to
        meet the specifications and standards unique to [*]
        (with
        regard to matters such as the physical and operational characteristics,
        manufacturing processes, materials, reliability, compatibility with
        logistics systems and the like).  ITT Field of Use shall include the
        marketing, sale, lease to and/or procurement of such [*]
        systems [*].  ITT
        Field of Use shall not include any [*]
        (i.e.,
        not specifically designed, developed and adapted to meet the
        specifications and standards unique to [*])
        [*]
        systems,
        irrespective of whether such [*]
        systems
        are marketed, sold, leased to and/or procured [*].

       

      1.10  “[*]”
means
        the [*]
        that is
        developed under the Engineering Services Agreement and the Statement of Work
        attached thereto and that is based on the d2p Technology.

       

      1.11  “Licensed
        Patents”
        means:

       

      1.11.1  the
        issued patents listed in Exhibit
        A
        hereto;

       

      1.11.2  all
        patent(s) that may issue to ParkerVision based upon the United States patent
        application(s) listed in Exhibit
        A
        hereto;

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      1.11.3  all
        patent(s) that may issue to ParkerVision based upon the international patent
        application(s) listed in Exhibit
        A
        hereto;

       

      1.11.4  [*]

       

      1.11.5  all
        continuations, divisionals, reissues, reexaminations, and substitutions
        (“Continuations”)
        that
        may issue from any of the foregoing based on the subject matter disclosed
        in any
        of the foregoing, provided that such Continuations have Patent Claims covering
        [*]
        within
        the ITT Field of Use (as the ITT Field of Use is defined on the Effective
        Date).

       

      1.12  “Licensed
        Process”
means
        any process or method claimed in any of the Licensed Patents.

       

      1.13  “Licensed
        Product”
means
        any product in the ITT Field of Use that is developed by ITT and that
        incorporates one or more [*].

       

      1.14  “Licensed
        Technology”
means
        the d2p Technology, Improvements to d2p Technology, and Implementation
        Technology, all to the extent owned by ParkerVision and delivered by
        ParkerVision to ITT under the Engineering Services Agreement.

       

      1.15  “Open
        License Terms”
means
        terms in any license for software which require, as a condition of use,
        modification and/or distribution of such software or other software incorporated
        into, incorporating, derived from or distributed with such software (a
“Work”),
        any
        of the following:

       

      (a)
        the
        making available of source code, object code, or design information regarding
        the Work;

       

      (b)
        the
        granting of permission for creating derivative works regarding the Work;
        or

       

      (c)
        the
        granting of a license to any party under any Intellectual Property Rights
        in or
        to the Work.

       

      By
        means
        of example and without limitation, the following licenses and distribution
        models have Open License Terms: the GNU General Public License (GPL), the
        GNU
        Lesser or Library GPL (LGPL), Mozilla Public License (MPL), or any similar
        open
        source, free software or community licenses.

       

      1.16  “ParkerVision
        Software”
means
        any software delivered by ParkerVision to ITT under the Engineering Services
        Agreement, including without limitation the [*]
        and any
        software included within the Development Tools.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      1.17  “Patent
        Claim”
shall
        have the meaning given to such term under the applicable laws of a patent
        office
        or jurisdiction and, for purposes of clarification, refers to a portion of
        a
        patent or patent application that defines the scope of protection for an
        invention. 

       

      1.18  “Royalty
        Fiscal Year”
means
        each twelve (12) month period beginning January 1 and ending
        December 31 of a particular calendar year.

       

      1.19  “Sell”
means
        sell, lease or otherwise distribute except for (i) distribution without any
        payment received by ITT for the purpose of testing, qualifications, or
        packaging, and (ii) distribution of a limited quantity without payment received
        by ITT for the purpose of evaluation.

       

      1.20  “Sold”
shall
        mean the past tense of Sell.

       

      2.  GRANT
        OF LICENSES

       

      2.1  Licensed
        Patents and Licensed Technology.

       

      2.1.1  Grant.
        Subject
        to the terms and conditions of this Agreement, ParkerVision grants to ITT,
        during the term of this Agreement, a [*]
        license,
        under the Licensed Patents and any copyrights and trade secrets and mask
        work
        rights (recognized anywhere in the world under any state or national statute
        or
        treaty or common law right, including without limitation all applications
        and
        registrations with respect to any of the foregoing) in and to the Licensed
        Technology owned or licensable by ParkerVision (with no right to sublicense),
        to
        use, modify, reproduce [*]
        (except
        as set forth below) of the Licensed Technology in order to develop Licensed
        Products only in the ITT Field of Use; to make, have made, use, lease, sell,
        offer for sale, import, distribute, transfer and otherwise exploit Licensed
        Products only in the ITT Field of Use; and to practice any Licensed Process
        involved in the manufacture or use thereof. 

       

      2.1.2  Have
        Made Rights.
        ITT
        understands and acknowledges that the “have made” rights granted in Section
        2.1.1 extend only to Licensed Products that are made by a third party for
        the
        use, lease, sale, offer for sale and/or import by or on behalf of ITT and
        (A)
        for which the Licensed Product will be branded by ITT or (B) where (whether
        branded by ITT or not) both
        (i)
        the designs, specifications and working drawings for the manufacture of the
        Licensed Product to be manufactured by that third party are furnished primarily
        by ITT and (ii) such designs, specifications and working drawings are in
        sufficient detail that no material additional design work is required by
        the
        third party, other than adaptation to the production processes and standards
        normally used by that third party, provided such adaptation only changes
        the
        characteristics of such Licensed Products to an extent that is not
        material.
        Upon
        written request from ParkerVision, ITT shall promptly inform ParkerVision
        in
        writing whether and to what extent any manufacturer identified by ParkerVision
        is operating under the Licensed Patents pursuant to ITT's “have made” rights
        granted under Section 2.1.1.

       

      2.1.3  No
        Reverse Engineering.
        Notwithstanding the above, with respect to any software included in the Licensed
        Technology, ITT shall not (a) modify, translate, reverse engineer, decompile,
        disassemble or otherwise attempt (i) to defeat, avoid, bypass, remove,
        deactivate or otherwise circumvent any software protection mechanisms in
        such
        software, including without limitation any such mechanism used to restrict
        or
        control the functionality of such software, or (ii) to derive the source
        code or the underlying ideas, algorithms, structure or organization from
        such
        software; (b) alter, adapt, modify or translate such software in any way
        for any
        purpose, including without limitation error correction; or (c) distribute,
        rent,
        loan, lease, transfer or grant any rights in such software or modifications
        thereof in any form to any person or entity.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      2.1.4  [*]

       

      2.2  No
        Other Licenses.
        Except
        as expressly set forth in this Section 2, no license or other right is granted
        herein by either party to the other party, directly or by implication, estoppel
        or otherwise, and no such license or other right will arise from the
        consummation of this Agreement or from any acts, statements or dealings leading
        to such consummation. 

       

      3.  MARKETING
        OBLIGATIONS

       

      3.1  ITT
        Commitment to and Investment in d2p Technology.
        In the
        event that ITT fails to institute and diligently continue a program (including
        the continued allocation by ITT of commercially reasonable budget and resources
        for such program) with respect to the development of a Licensed Product up
        to
        its first customer shipment, then the [*]
        unless
        ITT is able to cure such failure within [*]
        of
        notice from ParkerVision. ITT agrees to respond promptly to ParkerVision’s
        inquiries regarding such program and in sufficient reasonable detail to enable
        ParkerVision to reasonably verify that ITT has instituted and is diligently
        continuing such a program with respect to the development of a Licensed Product
        by ITT.

       

      3.2  Public
        Announcements of this Agreement.
        Within
        three (3) business days after the Effective Date of this Agreement, either
        party
        may issue the press release in Exhibit C. Otherwise, neither party shall
        make
        any public announcement about this Agreement without the prior, written consent
        of the other party, which consent shall not be unreasonably withheld or delayed.
        Notwithstanding the foregoing, either of the parties may at any time make
        announcements which are required by applicable law, regulatory bodies, or
        stock
        exchange or stock association rules, so long as such party so required to
        make
        the announcement, promptly upon learning of such requirement, notifies the
        other
        party of such requirement and discusses with the other party in good faith
        the
        exact wording of any such announcement. 

       

      4.  LICENSE
        FEES AND ROYALTIES

       

      4.1  Royalties.

       

      4.1.1  Royalty
        Structure.
        Until
        ITT has Sold at least [*]
        Licensed
        Product [*],
        ITT
        will in any event pay royalties at the rate of [*]
        per
        Licensed Product irrespective of whether such Licensed Product is Sold
[*].
        Thereafter, ITT will pay royalties with respect to each Licensed Product
        that is
        Sold [*]
        at the
        rate that is the lesser of (i) the royalty per Licensed Product under
[*]
        Royalty
        Schedule A in Exhibit B,
        or (ii)
        the royalty per Licensed Product under [*]
        Royalty
        Schedule B in Exhibit B. Licensed Products Sold by ITT [*]
        shall
        not, in any event, be included in determining (i) [*]
        that
        triggers [*]
        under
        Royalty Schedule A in Exhibit B, and (ii) [*]
        that
        trigger [*]
        under
        Royalty Schedule B in Exhibit B.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      4.1.2  [*]

       

      4.2  [*]

       

      4.3  [*]

       

      4.4  [*]

       

      4.5  When
        Royalties Become Payable.
        Royalties shall be calculated and paid for each quarter of a Royalty Fiscal
        Year
        with respect to Licensed Products Sold during that quarter, less Licensed
        Products returned to ITT for which (i) ITT refunded the purchase price and
        (ii)
        a royalty was previously paid by ITT to ParkerVision. Royalties due by ITT
        for
        each quarter shall be paid to ParkerVision within [*]
        following the end of each quarter of a Royalty Fiscal Year and shall be
        accompanied by the reports described in Section 5 below. In no event will
        ITT be
        entitled to any refund of
        any
        royalties previously paid.

       

      4.6  Taxes.
        All
        payments by ITT shall be made free and clear of, and without reduction for,
        any
        and all taxes, including, without limitation, sales, use, property, license,
        value added, excise, franchise, income, withholding or similar taxes, other
        than
        such taxes which are imposed by the United States or any political subdivision
        thereof based on the net income of ParkerVision. Any such taxes which are
        otherwise imposed on payments to ParkerVision shall be the sole responsibility
        of ITT. ITT shall provide ParkerVision with official receipts issued by the
        appropriate taxing authority or such other evidence as is reasonably requested
        by ParkerVision to establish that such taxes have been paid.

       

      5.  REPORTS
        AND AUDIT

       

      5.1  Records
        and Royalty Reports.
        ITT
        shall keep accurate records of its operations respecting the sale, lease
        or
        other distribution of the Licensed Products by ITT to the extent necessary
        (i)
        for the royalties payable hereunder to be determined, or (ii) to inform
        ParkerVision of all Licensed Products sold, leased or otherwise distributed
        by
        ITT, including without limitation for testing, qualifications and evaluation
        purposes. Such records shall include, without limitation, records of the
        quantity of such Licensed Products. ITT shall prepare quarterly written reports
        of the same, disclosing the quantity of such Licensed Products sold, leased
        or
        otherwise distributed by ITT and showing the amount of royalties due for
        such
        quarter, and shall promptly submit such reports to ParkerVision within
[*]
        after
        the end of each quarter of a Royalty Fiscal Year.

       

      5.2  Audit.
        Upon at
        least [*]
        advance,
        written notice and no more frequently than once per calendar year, ParkerVision
        shall have the right, at its own expense, to examine such records through
        an
        independent representative during ordinary business hours to the extent
        reasonably necessary to confirm or correct such reports. Such inspections
        shall
        be made by a mutually agreed upon representative, which representative may
        furnish to ParkerVision only its conclusions as to the accuracy of such reports,
        as to any discrepancies therein, and as to any adjustment necessary to be
        made
        to provide for payment of the proper amount of royalties, but not any other
        information of ITT gleaned in the course of such audit. In the event that
        any
        examination by such mutually agreed upon representative reveals that ITT
        has
        underpaid royalties due to ParkerVision by [*]
        or more,
        then ITT shall reimburse ParkerVision for the reasonable cost of such audit.
        ITT
        shall further promptly pay to ParkerVision any additional royalties due after
        the receipt of written notice by ParkerVision of ITT’s underpayment. With
        respect to any underpayments more than [*]
        old, ITT
        agrees to pay interest on such underpayments at the lowest rate that ITT
        is
        currently paying, or has most recently paid, for a loan from a commercial
        bank
        as of the date the audit reveals such underpayment. All information disclosed
        under this Section 5.2 shall be deemed ITT Confidential Information and
        shall be used for the sole purpose of verifying proper reporting of Licensed
        Products and proper payment of royalties. For any audit under this Section
        5.2
        that is subject to U.S. federal security regulations, such mutually agreed
        upon
        representative shall comply with applicable regulations and shall obtain
        any
        required security clearance prior to conducting any such audit.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      5.3  Maintenance
        of Records.
        ITT
        shall maintain all records relating to the sale, lease or other distribution
        of
        the Licensed Products during the term of this Agreement for a period of four
        (4)
        Royalty Fiscal Years after the applicable Royalty Fiscal Year, after which
        ITT
        shall have no obligation to maintain, and ParkerVision shall have no right
        to
        inspect, any such records relating to such applicable Royalty Fiscal
        Year.

       

      6.  [*]

       

               
        [*] 

       

      7.  [*]

       

               
        [*] 

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      8.  [*]

       

               
        [*]

       

       

      9.  PATENTS

       

      9.1  Current
        Patents.
        ParkerVision hereby represents that the issued patents and patent applications
        listed on Exhibit A include all issued patents and patent applications owned
        by
        ParkerVision as of the Effective Date that have Patent Claims covering the
        Licensed Technology. [*]

       

      9.2  [*]

       

      10.  CONFIDENTIAL
        INFORMATION

       

      10.1  “Confidential
        Information”
means,
        with respect to either party, any confidential business or technical
        information, including know-how, whether or not patentable or copyrightable,
        that the disclosing party identifies as confidential or proprietary at the
        time
        it is disclosed or delivered to the receiving party. The d2p Technology,
        the
        Licensed Technology and the contents of any Licensed Patents and patent
        applications listed in Exhibit A shall in any event be deemed the Confidential
        Information of ParkerVision. Further, any [*]
        shall be
        deemed the Confidential Information of the developing party and such party
        shall
        have no obligation to disclose such [*]
        to the
        other party.

       

      10.2  Exceptions.
        Confidential Information does not include any information that the receiving
        party can demonstrate by written records: (a) was known to the receiving
        party prior to its disclosure hereunder by the disclosing party; (b) is
        independently developed by the receiving party; (c) is or becomes publicly
        known through no wrongful act of the receiving party; (d) has been
        rightfully received from a third party whom the receiving party has reasonable
        grounds to believe is authorized to make such disclosure without restriction;
        or
        (e) has been approved for public release by the disclosing party’s prior
        written authorization. Each party may disclose any Confidential Information
        as
        required to be produced or disclosed pursuant to applicable law, regulation
        or
        court order, provided that the receiving party provides prompt advance notice
        thereof to enable the disclosing party to seek a protective order or otherwise
        prevent such disclosure. In addition, each party may disclose the existence
        and
        terms of this Agreement in confidence in connection with [*]
        or
[*],
        or to
        the extent required by law in connection with a public offering of such party’s
        securities pursuant to Section 3.2.

       

      10.3  Non-Disclosure
        and Non-Use.
        Each
        party will: (i) not use any Confidential Information of the other party except
        in the performance of the Engineering Services Agreement or as permitted
        by this
        Agreement; (ii) not disclose any such Confidential Information to any person
        or
        entity other than its own employees, consultants, subcontractors and customers
        of ITT that fall under the U.S. Federal Government who have a need to know
        and
        who have executed in advance of receiving such Confidential Information a
        suitable nondisclosure and restricted use agreement that comports with the
        applicable provisions of this Agreement; and (iii) use all reasonable efforts
        to
        keep such Confidential Information strictly confidential. Each party will
        use
        reasonable efforts to enforce such nondisclosure and restricted use
        agreements.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      11.  PATENT
        MARKING

       

      ITT
        agrees to mark the documentation associated with the Licensed Products with
        the
        number(s) of the Licensed Patent(s) covering such Licensed Products and with
        “Patent Pending” (along with a listing of the relevant patent application
        numbers) if any patent applications relating to such Licensed Products are
        pending before the United States Patent and Trademark Office or the patent
        office of a foreign country, as applicable.

       

      12.  TERM

       

      Unless
        earlier terminated in accordance with the terms of this Agreement, this
        Agreement shall extend until [*].

       

      13.  TERMINATION

       

      13.1  Termination
        for Breach.
        At any
        time after the occurrence of an Event of Default, this Agreement may be
        terminated at the election of the Non-Defaulting Party, effective as of the
        date
        specified in a notice of termination provided to the Defaulting Party. As
        used
        herein, “Event
        of Default”
means
        one or more of the following events: if there should occur a material breach,
        default or noncompliance by one party (the “Defaulting
        Party”)
        of or
        with any term or condition hereof followed by written notice of such breach,
        default or noncompliance from the other party (the “Non-Defaulting
        Party”)
        and
        the failure of the Defaulting Party to remedy or correct such breach, default
        or
        noncompliance within [*]
        after
        receipt of such notice (the “Cure
        Period”).
        

       

      13.2  Termination
        if ITT discontinues Licensed Products after [*].
        Either
        party may terminate this Agreement upon written notice to the other party
        in the
        event that after [*],
        ITT has
        not Sold any Licensed Products in any consecutive [*]
        period
        following [*].
        [*] 

       

      13.3  Termination
        upon ITT Challenge to the Licensed Patents.
        ParkerVision may terminate this Agreement upon written notice to ITT in the
        event ITT leads or supports (other than as required by law or court order)
        any
        effort to challenge the validity, enforceability or scope of any Licensed
        Patent. In the event that ITT is a party to any claim, suit, action or other
        proceeding before a court or other government agency, in which ITT supports
        (other than as required by law or court order) a challenge to the validity,
        enforceability or scope of any Licensed Patent, ParkerVision shall be entitled
        to recover from ITT any and all costs and expenses, including reasonable
        attorneys’ fees and expenses of investigation and defense, incurred by
        ParkerVision in such claim, suit, action or other proceeding, and ITT will
        not
        be entitled to any refund of any royalties previously paid.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      13.4  Effect
        of Termination or Expiration.
        

       

      13.4.1  Cease
        Use of Technology and Return Materials.
        In the
        event this Agreement is terminated by either party, then all licenses granted
        to
        ITT will automatically cease as of the date of termination, provided, however,
        that:

       

      13.4.1.1.  For
        a
        period of [*]
        after
        termination, and subject to the payment of royalties under Section 4, ITT
        shall
        have the right to Sell off any Licensed Products in inventory, except that
        ITT
        shall not have such rights to Sell off any Licensed Products in inventory
        in the
        event this Agreement is terminated by ParkerVision under Section 13.3;
        and

       

      13.4.1.2.  Upon
        termination or expiration of this Agreement and except as otherwise provided
        herein, each party may keep only one (1) copy of the technology, materials
        and
        information provided to it by the other party hereunder solely for archival
        purposes and shall return to the other party or destroy all other copies
        of the
        technology, materials and information provided to it by the other party
        hereunder, or any portion thereof, in its possession or control.  

       

      13.4.2  Payment
        of Royalties.
        Upon
        any expiration or termination becoming effective, ITT will, within [*]
        thereafter, pay all royalties and interest owed ParkerVision as of the date
        of
        such termination or expiration. 

       

      13.5  Survival
        of Certain Provisions.
        The
        provisions of Sections 2.1.3, 4, 5, 6, 10, 11, 13.3, 13.4, 14.2 and 15-17
        of
        this Agreement will survive any expiration or termination of this
        Agreement.

       

      14.  WARRANTIES
        

       

      14.1  Warranties.

       

      14.1.1  Warranties
        by ParkerVision.
        ParkerVision hereby represents and warrants to ITT that: (a) it has the full
        right, power and authority to enter into this Agreement and grant the licenses
        granted hereunder; (b) this Agreement is a valid and binding obligation of
        such
        party; and (c) it has obtained and shall maintain throughout the term of
        this
        Agreement all necessary licenses, authorizations, approvals and consents
        to
        enter into and perform its obligations hereunder in compliance with all
        applicable laws, rules and regulations. ParkerVision further represents and
        warrants that, as of the Effective Date, ParkerVision is not aware of and
        has
        not received any notice of any claim, by a third party, that the copyrights,
        patents, trade secrets, or other Intellectual Property Rights of any third
        party
        are infringed by the Licensed Technology. ParkerVision represents and warrants
        that the ParkerVision Software is not subject to Open License Terms. In the
        event of a breach of the preceding warranty against Open License Terms,
        ParkerVision will, at its sole expense, promptly (i) notify ITT of any affected
        portions of ParkerVision Software, and (ii) take all reasonable efforts to
        replace such affected portions of ParkerVision Software with software of
        equivalent functionality that is not subject to Open License Terms. For purposes
        of clarification, a claim alleging that ITT’s authorized use of the ParkerVision
        Software infringes any Open License Terms in the ParkerVision Software is
        an
        allegation of copyright infringement under Section 15 below.

       

      
        
          
          

        

        
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      14.1.2  Warranties
        by ITT.
        ITT
        hereby represents and warrants to ParkerVision that: (a) it has the full
        right,
        power and authority to enter into this Agreement and grant the licenses granted
        hereunder; (b) this Agreement is a valid and binding obligation of such party;
        and (c) it has obtained and shall maintain throughout the term of this Agreement
        all necessary licenses, authorizations, approvals and consents to enter into
        and
        perform its obligations hereunder in compliance with all applicable laws,
        rules
        and regulations. ITT
        represents and warrants that ITT shall not act in any manner that would require
        any ParkerVision Software to be licensed under Open License Terms. 

       

      14.2  Disclaimer
        of Other Warranties.
        EXCEPT
        AS SET FORTH IN SECTION 14.1, NEITHER PARTY MAKES ANY WARRANTIES TO THE OTHER,
        EITHER EXPRESS, IMPLIED OR STATUTORY, AND EACH PARTY HEREBY DISCLAIMS ANY
        AND
        ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF
        MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Nothing
        contained in this Agreement shall be construed as (i) a warranty or
        representation by ParkerVision as to the validity and/or scope of any Licensed
        Patent; (ii) imposing upon ParkerVision any obligation to institute any suit
        or
        action for infringement of any Licensed Patent; or (iii) imposing on
        ParkerVision any obligation to file any patent application or to secure any
        patent or maintain any patent in force. 

       

      15.  INDEMNIFICATION

       

      15.1  ParkerVision
        Obligations.
        

       

      15.1.1  Intellectual
        Property Indemnity.
        Subject
        to prompt, written notification by ITT, cooperation by ITT and control of
        all
        litigation and/or settlement by ParkerVision, ParkerVision shall defend and
        indemnify ITT and hold ITT harmless from and against any third party claims
        brought against ITT alleging that any Licensed Technology incorporated into
        Licensed Products in the ITT Field of Use infringes or misappropriates any
        patent, copyright or trade secret of any third party. Each party agrees to
        notify the other promptly of any matters in respect to which the foregoing
        indemnity in this Section 15.1.1 may apply. If notified in writing of any
        action
        or claim for which ParkerVision is to provide the foregoing indemnity,
[*].
        Notwithstanding the foregoing, ParkerVision shall obtain ITT’s consent, which
        shall not be unreasonably withheld or delayed, if ITT is required to incur
        or
        admit liability as a result of such settlement by ParkerVision.

       

      15.1.2  Remedy
        in the Event of Prohibition of Use.
        If a
        preliminary or final judgment is, or is reasonably likely to be, entered
        against
        ITT’s use, sale, lease or distribution of a Licensed Product in the ITT Field
        of
        Use that incorporates any Licensed Technology, due to infringement of any
        third
        party patents, copyrights or trade secrets by the Licensed Technology, or
        if
        ParkerVision reasonably believes that the Licensed Technology may be found
        to
        infringe any third party patents, copyrights or trade secrets, then ParkerVision
        shall, at its sole discretion and expense, either (a) modify the Licensed
        Technology so that such technology becomes noninfringing, (b) substitute
        the
        Licensed Technology with other technology that is as close functionally as
        reasonably, commercially possible to the infringing technology, while still
        avoiding infringement and preserving all material functional aspects of the
        technology or (c) obtain a license to permit ITT to exercise the rights granted
        hereunder; provided, however, that in the event that ParkerVision is unable
        after its [*]
        to
        accomplish either (a), (b) or (c), then ITT agrees to cease any and all use,
        sale, lease and distribution of any Licensed Product that incorporates such
        Licensed Technology within [*]
        of
        receipt of notice from ParkerVision or such earlier time as may be required
        to
        comply with a court order. [*]
        In the
        event [*]
        then
        [*]
        this
        Agreement may not be terminated under Section 13.2 for ITT’s failure to Sell
        Licensed Products. For a period of [*]
        after
        the receipt of such notice by ITT, the parties agree to use [*]
        to
        cooperate in formulating and implementing a strategy (including negotiating
        cooperatively to obtain a license or any other mutually acceptable strategy)
        that will enable ITT to exercise the rights granted hereunder without
        infringement of such third party patents, copyrights or trade secrets by
        the
        Licensed Technology.

       

      
        
          
          

        

        
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      15.2  Limitation
        of Indemnification Liability.
        In no
        event shall ParkerVision be liable under Section 15.1 for any infringement
        or
        misappropriation: (i) by any product or technology not provided and
        licensed by ParkerVision hereunder; or (ii) arising from a combination
        with, addition to, or modification of the Licensed Technology. In no event
        shall
        ParkerVision’s liability under Section 15.1 over the term of this Agreement,
including
        without limitation any damages, settlement or license fees paid to a third
        party
        pursuant to ParkerVision’s indemnification obligations to ITT under Section
        15.1, exceed
        [*].
        However, the foregoing limitation of liability in the previous sentence shall
        not apply with respect to [*].

       

      15.3  Sole
        Remedy.
        THIS
        SECTION 15 STATES THE SOLE AND EXCLUSIVE LIABILITY OF THE PARTIES FOR
        INFRINGEMENT OR ALLEGATIONS OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS
        OF
        THIRD PARTIES FOR ANY PRODUCT OR TECHNOLOGY PROVIDED HEREUNDER, AND IS IN
        LIEU
        OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY IN REGARD THERETO, INCLUDING
        BUT NOT LIMITED TO THE WARRANTY AGAINST INFRINGEMENT SPECIFIED IN THE UNIFORM
        COMMERCIAL CODE.

       

      16.  LIMITATION
        OF LIABILITY

       

      16.1  IN
        NO
        EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS OR ANY SPECIAL,
        INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EXCEPT TO THE EXTENT
        THAT SUCH LOST PROFITS OR SUCH DAMAGES CONSTITUTE THE MEASURE OF DIRECT DAMAGES
        UNDER THE RELEVANT INTELLECTUAL PROPERTY LAWS AND EXCEPT FOR A BREACH OF
        EITHER
        PARTY’S CONFIDENTIALITY OBLIGATIONS UNDER SECTION 10 OF THIS AGREEMENT), HOWEVER
        CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY IN CONNECTION WITH
        THIS AGREEMENT. THIS LIMITATION WILL APPLY EVEN IF SUCH PARTY HAS BEEN ADVISED
        OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
        PURPOSE OF ANY LIMITED REMEDY.

       

      
        
          
          

        

        
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      16.2  IN
        NO
        EVENT WILL EITHER PARTY’S LIABILITY ARISING IN ANY WAY IN CONNECTION WITH THIS
        AGREEMENT (INCLUDING WITHOUT LIMITATION ANY DAMAGES, SETTLEMENT OR LICENSE
        FEES
        OWED BY PARKERVISION UNDER SECTION 15 OF THIS AGREEMENT) EXEED [*].
        HOWEVER, THE FOREGOING LIMITATION OF LIABILITY IN THIS SECTION 16.2 SHALL
        NOT
        APPLY WITH RESPECT TO (i) EITHER PARTY’S BREACH, OR EXCEEDING THE SCOPE, OF THE
        LICENSE RIGHTS GRANTED TO SUCH PARTY UNDER SECTIONS 2 AND 6 OF THIS AGREEMENT,
        AND (ii) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION
        10 OF THIS AGREEMENT, AND (iii) [*].

       

      17.  GENERAL
        PROVISIONS

       

      17.1  Assignment.
        This
        Agreement may not be assigned in whole or in part by either
        party
        without the written consent of the other, which consent will not be unreasonably
        withheld, except that ITT or ParkerVision may assign this Agreement in
        connection with a merger, reorganization, change of control or sale of all
        or
        substantially all of its assets or business to which this Agreement
        relates.

       

      17.2  Notice.

       

      17.2.1  Unless
        otherwise changed by notice in writing from ITT to ParkerVision,
        ParkerVision shall serve notice upon ITT as follows:

       

      General
        Counsel

      [*]
        ITT
        Corporation

      1919
        West
        Cook Road

      Fort
        Wayne, Indiana 46801

       

      17.2.2  Unless
        otherwise changed by notice in writing from ParkerVision to ITT, ITT shall
        serve
        notice upon ParkerVision as follows:

       

      ParkerVision,
        Inc.

      7915
        Baymeadows Way, Suite 400

      Jacksonville,
        Florida, 32256

      


      With
        copy
        to: 

      


      CFO

      ParkerVision,
        Inc.

      7915
        Baymeadows Way, Suite 400

      Jacksonville,
        Florida, 32256

       

      
        
          
          

        

        
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      17.2.3  Notice
        shall be by regular or priority mail, recognized commercial overnight courier,
        hand delivery, facsimile transmission or electronic mail with proof of receipt,
        and shall be effective as of the date received.

       

      17.3  Severability.
        If any
        paragraph or provision of this Agreement shall be deemed void or invalid
        as a
        matter of law, the remaining paragraphs or provisions of this Agreement shall
        nevertheless remain in full force and effect.

       

      17.4  No
        Joint Venture, etc.
        Nothing
        herein shall be deemed to constitute ParkerVision and ITT as partners, joint
        venturers or otherwise associated in or with the business of the other. Neither
        party shall be liable for any debts, accounts, obligations or other liabilities
        of the other party. Neither party is authorized to incur any debts or other
        obligations of any kind on the part of or as agent for the other except as
        may
        be specifically authorized in writing.

       

      17.5  Waiver.
        No
        relaxation, forbearance, delay or negligence by any party hereto in enforcing
        any of the terms and conditions of this Agreement, or the granting of time
        by
        any party to another, shall operate as a waiver or prejudice, affect or restrict
        the rights, powers or remedies of any party hereto.

       

      17.6  Complete
        Agreement.
        This
        Agreement and the Exhibits attached hereto represent the full and complete
        agreement and understanding of the parties hereto with respect to the subject
        matter hereof. Any amendment thereof must be in writing and executed by the
        parties hereto. 

       

      17.7  Governing
        Law.
        All
        questions of law, rights, and remedies regarding any act, event or occurrence
        undertaken prior to or pursuant to this Agreement shall be governed by and
        construed in accordance with the laws of the State of New York, without regard
        to or application of choice of law rules or principles, and the United States.
        The
        parties agree that all proceedings, disputes and claims concerning the
        interpretation or the performance of this Agreement, including questions
        involving its existence, validity and duration shall be subject to the exclusive
        jurisdiction of federal courts in the State of New York, and the parties
        voluntarily subject themselves to the jurisdiction of such courts.
        

       

      17.8  Compliance
        with Export Control Laws. 
        Each party agrees to comply with all applicable export and reexport control
        laws
        and regulations, including the Export Administration Regulations ("EAR")
        maintained by the United States Department of Commerce.  Specifically, each
        party covenants that it shall not -- directly or indirectly -- sell, export,
        reexport, transfer, divert, or otherwise dispose of any software, source
        code,
        or technology (including products derived from or based on such technology)
        received from the other party under this Agreement to any country (or any
        individual national thereof) subject to antiterrorism controls or U.S. embargo,
        or to any other person, entity, or destination prohibited by the laws or
        regulations of the United States, without obtaining prior authorization from
        the
        competent government authorities as required by those laws and
        regulations. 

       

      
        
          
          

        

        
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      17.9  Multiple
        Counterparts.
        This
        Agreement may be executed in multiple counterparts, each of which will be
        considered an original and all of which together will constitute one agreement.
        This Agreement may be executed by the attachment of signature pages which
        have
        been previously executed.

       

      17.10   Remedies
        Cumulative.
        Except
        as expressly provided herein, all rights and remedies enumerated in this
        Agreement will be cumulative and none will exclude any other right or remedy
        permitted herein or by law or in equity.

       

      17.11   Headings.
        The
        headings contained in this Agreement are inserted for convenience of reference
        only and are not intended to be a part of or to affect the meaning or
        interpretation of this Agreement.

       

      17.12  Force
        Majeure.
        No
        party shall be responsible or liable to another party for nonperformance
        or
        delay in performance of any terms or conditions of this Agreement due to
        acts or
        occurrences beyond the reasonable control of the nonperforming or delayed
        party,
        including but not limited to, acts of God, acts of government, wars, riots,
        strikes or other labor disputes, fires and floods, provided the nonperforming
        or
        delayed party provides to the other party written notice of the existence
        and
        the reason for such nonperformance or delay. Notwithstanding the foregoing,
        the
        other party may terminate this agreement if such nonperformance or delay
        extends
        for a period greater than ninety (90) days. 

      


      IN
        WITNESS WHEREOF, the parties have executed this Agreement through their duly
        authorized representatives as set forth below:

       

      
        	ITT
                Corporation	 	 	ParkerVision,
                Inc.
	 	 	 	 
	Signature:
                /s/ 	 	 	Signature:
                /s/ 
	
                

              	 	 	
                

              
	
                Printed
                  Name: [*]

                 

                Title:
                  [*]

              	 	 	
                Printed
                  Name: [*]

                 

                Title:
                  [*]

              


      

       

      
        
          
          

        

        
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