Assignment and Assumption of Indemnity Agreement



 Exhibit 10.90 
 ASSIGNMENT AND ASSUMPTION OF INDEMNITY AGREEMENT 
 This Assignment and Assumption Agreement
(“Assignment”), dated July 2, 2007, among Bruce G. Bernstein, (“Indemnitee”), InterDigital Communications Corporation (“ICC”), a Pennsylvania corporation, and InterDigital, Inc., a Pennsylvania corporation,
provides for (i) the assignment by ICC and assumption by InterDigital, Inc. of that certain Indemnity Agreement dated June 21, 2005 between ICC and Indemnitee (“Original Agreement”) of all of ICC’s rights and obligations
under the Original Agreement as amended hereby and (ii) the consent of Indemnitee to such assignment. 
 Witnesseth: 
 WHEREAS, ICC intends to effect a corporate structure reorganization (“Restructuring”) in accordance with applicable sections of the
Pennsylvania Business Corporation Law and the Delaware General Corporation Law, whereby following the effective date of the Restructuring (“Effective Date”), among other things, ICC will be converted to a Pennsylvania Limited Liability
Company and become a wholly owned subsidiary of InterDigital, Inc. which, on the Effective Date, will become the successor issuer of all the issued and outstanding shares of common stock of ICC in accordance with the provisions of Rule 414 under the
Securities Act of 1933, as amended, and Rule 12g-3 of the Securities Exchange Act of 1934, as amended; and 
 WHEREAS, Indemnitee serves as
an officer, director or other agent of the Company and commencing on the Effective Date will serve in such capacity as an officer, director or agent of InterDigital, Inc. and/or its subsidiaries; and 
 WHEREAS, to afford Indemnitee continuity of protection under the Original Agreement before and after the Restructuring it is necessary and desirable for
ICC to assign the Original Agreement to InterDigital, Inc. and for Indemnitee to consent thereto. 
 NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 
  

	 	1.	 This Assignment shall be effective on and as of the Effective Date and upon such effectiveness (a) all references contained in the Original Agreement to the
Agreement are deemed to be references to the Original Agreement as assigned pursuant to this Assignment, and (b) all references to the Company contained in the Original Agreement are deemed to be references to InterDigital, Inc., and
(c) all past, present and future obligations owing by ICC to Indemnitee under the Original Agreement and under the Original Agreement as assigned pursuant to this Assignment, including any and all obligations owed since the date of the Original
Agreement, are assigned by ICC to InterDigital, Inc. and assumed in their entirety by InterDigital, Inc., and (d) all past, present, or future rights inuring to the benefit of ICC under the Original Agreement and under the Original 











	 	 
Agreement as assigned by this Assignment are transferred and assigned to InterDigital, Inc. and inure to the benefit of InterDigital, Inc., and (e) all
past, present, and future obligations owing by Indemnitee to ICC under the Original Agreement and under the Original Agreement as assigned by this Assignment, including any and all obligations owed since the date of the Original Agreement, are owed
fully to InterDigital, Inc., and Indemnitee expressly acknowledges and agrees that all such obligations are owed to InterDigital, Inc., and further hereby consents to all such assignments and assumptions as aforesaid. 



 

	 	2.	This Assignment together with the Original Agreement as assigned hereby contains the entire agreement and understanding of the parties hereto with respect to the subject matter
hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature between the parties hereto relating to this Assignment and Assumption of Indemnity Agreement. 

  

	 	3.	The Original Agreement as assigned by this Assignment shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to choice
of law provisions thereunder. 

 IN WITNESS WHEREOF, the parties hereto have hereunto subscribed as of the date first above written.

  

									
	ATTEST:	 		 	INTERDIGITAL COMMUNICATIONS CORPORATION
					
	By:	 	 /s/ Rebecca B. Opher
	 		 	By:	 	 /s/ Lawrence F. Shay

		 	Rebecca B. Opher	 		 		 	Lawrence F. Shay
		 	Assistant General Counsel	 		 		 	Chief Legal Officer & Government Affairs
			
	ATTEST:	 		 	INTERDIGITAL, INC.
					
	By:	 	 /s/ Rebecca B. Opher
	 		 	By:	 	 /s/ Lawrence F. Shay

		 	Rebecca B. Opher	 		 		 	Lawrence F. Shay
		 	Assistant General Counsel	 		 		 	Chief Legal Officer & Government Affairs
				
		 		 		 	 /s/ Bruce G. Bernstein

		 		 		 	 Bruce G. Bernstein 

		 		 		 	 Chief Intellectual Property and Licensing Officer


  

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