exv10w18




EXHIBIT 10.18





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Pursuant to 17 CFR 240.24b-2, confidential information (indicated by [***]) has been omitted and
has been filed separately with the Securities and Exchange Commission pursuant to a Confidential
Treatment Application filed with the Commission.





PATENT LICENSE AND SETTLEMENT AGREEMENT



THIS PATENT LICENSE AND SETTLEMENT AGREEMENT (the “Agreement”), is entered into as of November 24,
2008 (the “Effective Date”), by and among Samsung Electronics Co., Ltd., a corporation duly
organized and existing under the laws of the Republic of Korea and having its principal office at
416 Maetan-3dong, Yeongtong-gu Suwon-si, Gyeonggi-do, 443-742, Korea (“Samsung”), and InterDigital
Technology Corporation, Tantivy Communications, Inc., IPR Licensing, Inc., and InterDigital Patent
Holdings, Inc., each Delaware corporations having a mailing address of Suite 105 Hagley Building,
3411 Silverside Road, Concord Plaza, Wilmington, Delaware 19810 (individually and together, “ITC”),
and InterDigital Communications, LLC f/k/a InterDigital Communications Corporation, a limited
liability company duly organized and existing under the laws of the Commonwealth of Pennsylvania
and having its principal office at 781 Third Avenue, King of Prussia, PA, USA 19406 (“IDC”) (IDC
and ITC are referred to herein individually and collectively as “InterDigital”). SEC, ITC, and IDC
are herein individually referenced as “Party” and collectively as “Parties.” In relation to SEC,
“other Party” refers to ITC and/or IDC, as context requires; in relation to ITC and IDC, “other
Party” refers to SEC.




          WHEREAS, Samsung and ITC are parties to that certain Binding Terms and Conditions for 2G/3G
Settlement and Patent License (“Term Sheet”) entered into on November 24, 2008 relating to the
resolution and settlement of the Lawsuits and the grant by ITC of a patent license to Samsung,
among other things, on the terms and conditions set forth herein.




          WHEREAS, Samsung and ITC desire to enter into this Agreement in place of the Term Sheet.




          NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:




1. Licenses




     a. 2G License Grant: Without limitation, subject to Sections 6 and 7, effective and
conditioned on timely receipt by ITC of the first installment of the License Fee, and continuing
thereafter conditioned on receipt of the subsequent installments of the License Fee, ITC grants
Samsung and its Affiliates a non-exclusive, non-transferable, worldwide license under the Licensed
Patents for the life of such patents to develop, design, make, have made, use, import, offer to
sell, sell, and otherwise distribute 2G Licensed Products. Upon receipt by ITC of all installments
of the License Fee, all rights granted pursuant to this Section 1(a) shall be deemed paid up and
irrevocable. The license does not extend to Components sold separately.



     b. 3G License Grant: Without limitation, subject to Sections 6 and 7, effective and
conditioned on timely receipt by ITC of the first installment of the License Fee, and continuing
thereafter conditioned on receipt of the subsequent installments of the License Fee, ITC grants
Samsung and its Affiliates a non-exclusive, non-transferable, worldwide, royalty-bearing license
under the Licensed Patents to develop, design, make, have made, use, import, offer to sell, sell,
and otherwise distribute 3G Licensed Products during the 3G Term. The license does not extend to
Components sold separately.



 









 







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     c. [***]: Without limitation, subject to Sections 6 and 7, and without limiting Section
4(c), [***] a 2G Licensed Standard or a 3G Licensed Standard. Except as specifically set forth in
this Section and in Section [***], nothing shall be deemed as conferring, by implication, estoppel,
or otherwise, any license, right [***], express or implied, under any patent or intellectual
property right to develop, design, make, have made, use, import, offer to sell, sell, or otherwise
distribute products [***].



     d. Notwithstanding anything to the contrary, the licenses granted under Sections 1(a) and 1(b)
exclude any license, express or implied, to develop, design, make, have made, use, import, sell,
and otherwise distribute Components, except to the extent that such Components (i) are made by or
have made for Samsung solely for use within the 2G Licensed Products or the 3G Licensed Products
sold by Samsung and its Affiliates, or (ii) are sold on an non-integrated basis together with a 2G
Licensed Product or 3G Licensed Product for integration by the operator (e.g., a SIM card sold in
the box with a handset), or (iii) [***] (a) [***], and (b) [***].



2. Payments




     a. License Fee: Samsung shall pay ITC a non-refundable, irrevocable License Fee of US $400
Million. Payment shall be made according to the following schedule:




US $100M on or before [***], 2009

US $100M on or before [***]

US $100M on or before [***]

US $100M on or before [***], 2010


SEC shall pay ITC the License Fee less the Tax Withheld by wire transfer to:




	 	 	 
	Wire to:

	 	[***]
	 

	 	PNC Bank
	 

	 	300 Delaware Avenue
	 

	 	Wilmington, DE 19801
	 
	 	 
	Credit to:

	 	[***]
	 

	 	[***]





,or pursuant to such other wire transfer instructions as may later be provided by InterDigital to
SEC.



A form invoice, acceptable to both Parties, is attached as Exhibit “A” hereto.




     b. Taxes: Samsung shall (i) [***] on account of withholding taxes that are required by Korean
domestic law and pursuant to the [***] by Samsung (hereinafter “Tax Withheld”), (ii) promptly and
timely pay to the appropriate Korean tax authorities all of such taxes that are required to be
withheld and paid, and (iii) provide InterDigital, within a reasonable period thereafter, with all
necessary documentation evidencing payment of such taxes. In case the Tax Withheld is later
determined by the [***], the Parties agree that ITC and/or IDC, as applicable, [***] upon
submission of documentation evidencing the same. In the event the Tax Withheld is later determined
by the [***] as being greater than required, the Parties shall cooperate with each other to ensure
that [***]. Provided the relevant government requires any such tax, SEC shall furnish InterDigital
with appropriate documentation evidencing the payment of such tax as assessed by the appropriate
authority of such government and such other documentation as reasonably requested by or responsive
to the [***].



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     c. Finality: The Parties further acknowledge that the License Fee is final, irrevocable,
non-refundable, and not subject to any deductions, adjustments, set-offs, offsets, discounts,
credits, or withholdings (other than tax withholding to the extent expressly provided above) for
any reason.



3. Termination and Remedies.





	 	a.	 	Notwithstanding anything to the contrary herein, in the event that
Samsung breaches any of the payment obligations under this Agreement, and fails to
cure such breach within [***] days (or with respect to the first installment of
the License Fee, within [***] days) following written notice thereof from ITC,
then ITC shall have the right, at its election either:






	 	i.	 	to enforce the terms and conditions of this
Agreement, and pursue all remedies available at law or equity, in which
case (i) all remaining payments under this Agreement shall become
immediately due and payable in full, (ii) all rights and duties of the
Parties under this Agreement shall remain in effect, (iii) all unpaid
amounts shall accrue interest at a rate equal to [***], and (iv) Samsung
shall reimburse ITC for any and all costs incurred by ITC (including
reasonable attorneys’ fees) in order to collect such amounts due;
alternatively
	 
	 	ii.	 	to terminate this Agreement, and pursue all
remedies available at law or equity. In the event this Agreement is
terminated prior to ITC’s receipt of the first installment of the
License Fee, (i) all licenses, rights [***] granted to Samsung and its
Affiliates [***] and the Releases set forth in Sections 9(a) and (b)
hereunder shall not take effect and shall be null and void, (ii) the
Parties may thereafter proceed in the Lawsuits, and (iii) Samsung will
not oppose any request by InterDigital to lift the stays in the
Lawsuits, and will proceed according to any new schedule set in the
Lawsuits. In the event this Agreement is terminated following receipt
by ITC of the first installment of the License Fee, all licenses, rights
[***] granted to Samsung and its Affiliates [***] and the Releases set
forth in Sections 9(a) and (b) hereunder shall immediately terminate, be
null and void and shall have no further force or effect from and after
the date of such notice, provided that in such event Samsung shall be
entitled to [***] to InterDigital or its Affiliates.






	 	b.	 	In addition, either Party may terminate this Agreement prior to the
expiration of the 3G Term, upon [***] days prior written notice to the other
Party, if the other Party is in breach of any of its material obligations other
than those addressed in Section 3(a) above and the breach is not cured within the
[***] days after notice is received by the other Party. Such “other material
obligations” shall be deemed to be any material failure to comply with [***]
obligations. In the event of a termination of this Agreement by InterDigital
under this Section 3(b), Samsung shall, without limiting any other right or remedy
of InterDigital at law or in equity, immediately pay ITC all unpaid , installments
of the License Fee and any other amounts accruing hereunder (in each case,
whether or not then due), and all rights, licenses [***] granted to Samsung and
its Affiliates [***] hereunder shall terminate unless (i) within [***] after the
notice of such termination is received by Samsung, [***], (ii) [***] InterDigital
and its Related Parties and their past and present officers, directors,
shareholders, employees, and agents and their respective direct and indirect
[***], and (iii) within [***] after the notice of such termination is received by
Samsung, [***]. Further, any termination or expiration of this Agreement shall
not prejudice InterDigital’s right to conduct a final audit under Section 23
herein. In the event of a termination of this Agreement by Samsung under this
Section 3(b), [***] granted to InterDigital and its Related Parties hereunder
shall terminate unless (i) [***] Samsung and its Affiliates and




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	 	 	 	their past and present officers, directors, shareholders, employees, and agents
[***], and (ii) within [***] after the notice of such termination is received by
InterDigital, [***].
	 
	 	c.	 	Notwithstanding anything to the contrary, either Party’s enforcement
of the terms and conditions of this Agreement, or ITC’s pursuit of all remedies
available at law or equity pursuant to Section 3(a)(i) above, shall not constitute
a breach of Sections 9 ([***]) or 10 ([***]).





4. [***]





	 	a.	 	2G [***] Products: Without limitation, subject to Sections 4(e), 6
and 7, effective and conditioned on timely receipt by ITC of the first installment
of the License Fee, and continuing thereafter conditioned on receipt of the
subsequent installments of the License Fee, InterDigital and its Affiliates [***]
(i) [***], and (ii) [***] (a) [***], or (b) [***]; provided and subject to,
however, that Samsung and its Affiliates [***] (A) [***] or (B) [***]: (1) [***];
or (2) [***]. [***] to Samsung, its Affiliates or any third party, whether by
contract, by law, [***] or otherwise, [***].
	 
	 	b.	 	3G [***] Products: Without limitation, subject to Sections 4(e), 6
and 7, effective and conditioned on timely receipt by ITC of the first installment
of the License Fee, and continuing thereafter conditioned on receipt of the
subsequent installments of the License Fee, InterDigital and its Affiliates [***]
(i) [***], and (ii) [***] (a) [***], or (b) [***]; provided and subject to,
however, that Samsung and its Affiliates [***]: (A) [***]; or (B) [***]. [***]
to Samsung, its Affiliates or any third party, whether by contract, by law, [***]
or otherwise, [***].
	 
	 	c.	 	[***]. Without limitation, subject to Sections 4(e), 6 and 7,
effective and conditioned on timely receipt by ITC of the first installment of the
License Fee, and continuing thereafter conditioned on receipt of the subsequent
installments of the License Fee, InterDigital and its Affiliates [***]. [***] to
Samsung, its Affiliates or any third party, whether by contract, by law, [***] or
otherwise, [***].
	 
	 	d.	 	[***] of InterDigital: Without limitation, subject to Sections
4(e), 6 and 7, Samsung and its Affiliates [***]. With respect to [***]
InterDigital and its Related Parties and [***], whether by [***] or otherwise.
With respect to [***], the foregoing [***] Samsung and its Affiliates shall [***].
	 
	 	e.	 	Conditions to [***] Without limiting Section 11, nothing in this
Section (nor any payments made hereunder) shall be construed as (i) exhausting a
Party’s rights to claim infringement or receive royalties or damages or other
compensation with respect to any patent or product [***], (ii) creating or
granting any express or implied license of any kind, or (iii) giving rise to [***]
or any waiver or limitation of any kind with respect to actions against third
parties, except as expressly set forth in [***]. The Parties hereby expressly
waive the right to make any claim contrary to the foregoing. For clarity, the
obligations of each Party [***], it being understood that (1) the foregoing does
not limit or modify the terms of Section 4(a) and 4(b) addressing the rights of
InterDigital [***], and (2) [***].




5. Excluded Products: Without limiting anything in [***], no licenses, [***], releases, or other
authorizations (except as expressly set forth herein) are granted to any portion of any product
that complies with an Excluded Standard.




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6. Additional Limitations: Notwithstanding anything to the contrary, this Agreement (a) excludes
the right to grant sublicenses, (b) shall not cover any products that Samsung or its Affiliates
Acquire from or which are attributable to an Acquisition with one or more third parties [***]
Terminal Units designed to operate in accordance with 2G Licensed Standards or 3G Licensed
Standards (as the case may be) [***] Samsung and its Affiliates, and (c) shall not cover any
products that InterDigital or its Related Parties Acquire from or which are attributable to an
Acquisition with one or more third parties [***] Terminal Units, Wireless Modules, or Components
designed to operate in accordance with 2G Licensed Standards or 3G Licensed Standards (as the case
may be) [***] InterDigital and its Related Parties.




7. Assignment:





	 	a.	 	All licenses and [***] granted hereunder shall survive the assignment
or transfer (whether by merger, sale or otherwise) of any of the Licensed Patents
or Samsung [***] Patents (as the case may be).
	 
	 	b.	 	Neither Party shall assign this Agreement or any rights or
obligations hereunder. Notwithstanding the foregoing:






	 	i.	 	Samsung may assign all of its and Affiliates’
rights and obligations under this Agreement (other than the [***]
obligations and the releases hereunder) to any successor in interest to
Samsung’s entire telecommunications business (whether by merger, asset
sale or otherwise), provided that (i) either (A) Samsung makes
payment in full of the remaining unpaid (whether or not then due)
portion of the License Fee prior to such assignment, or (B) if any
portion (whether or not then due) of the License Fee remains outstanding
at the time of such assignment, Samsung shall remain liable to ITC for
the timely payment of such outstanding portion of the License Fee by
such successor, and (ii) the ultimate parent company of the successor
agrees in writing to assume this Agreement and be bound hereby as if it
were “Samsung” hereunder (including, without limitation, for purposes of
the [***] granted by Samsung pursuant to Section 4(d) hereof),
provided that, the licenses, [***] and other rights granted
under this Agreement (including, without limitation, the obligations of
InterDigital under Section 9(e) hereunder) to Samsung and its Affiliates
shall be limited on a going-forward basis to sales of 2G Licensed
Products and 3G Licensed Products in an amount not to exceed [***]. For
example, [***] ([***] affiliates being defined comparatively to the
successor as the definition of Affiliate is defined herein as to the
Parties) sales of 2G Settlement Products and 3G Licensed Products would
[***]. Notwithstanding, if the successor is already a party to a patent
license with InterDigital, the successor’s existing agreement shall
continue to apply to any products not constituting 2G Licensed Products
and 3G Licensed Products in this Agreement, including without limitation
the proportion not deemed covered by this Agreement described in this
Section 7(b)(i) above.
	 
	 	ii.	 	[***], InterDigital may assign its rights and
obligations under this Agreement in whole or in part to any InterDigital
Related Party. InterDigital or any of its Related Parties may also
assign all of its rights and obligations under this Agreement (other
than the [***] obligations and the releases hereunder) to any successor
in interest to InterDigital or such Related Party (whether by merger,
asset sale or otherwise), provided that, (A) such successor
shall assume all obligations of InterDigital hereunder and all rights,
[***], and licenses granted by InterDigital to Samsung shall




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	 	 	 	survive and remain in full force and effect, and (B) the [***] and other
rights granted hereunder to InterDigital or such Related Parties shall be
limited on a going-forward basis to sales of products subject to the
[***] set forth in Section 4(d) in an amount not to [***]. For example,
[***].






	 	iii.	 	In the event of any assignment covered by this
Section 7, the assigning Party will provide notice to the other Party
within a reasonable time following the assignment.
	 
	 	iv.	 	Notwithstanding anything to the contrary in this
Section 7, the assignment of this Agreement in accordance with this
Section 7 shall not convey a release to the assignee under Sections 9(a)
through 9(d), which releases shall be personal to the Parties explicitly
named in such releases as of the Effective Date.





8. Dismissals.




          a. Termination of USITC Action. Upon receipt by ITC of the first installment of the
License Fee, the Parties shall as soon as practicable cause their respective counsel to execute and
file with the USITC a joint motion and proposed order, in the form attached as Exhibit “B” hereto,
seeking to (1) terminate the USITC Action on the basis of settlement pursuant to 19 C.F.R. §
210.21(b); (2) take all other reasonable actions to terminate and stay such proceedings and orders;
and (3) further extend the date for the Final Initial Determination, if necessary, to ensure that a
Final Initial Determination does not issue.




          b. Termination of InterDigital Delaware Action. Within seven (7) days of receipt by
ITC of the first installment of the License Fee, the Parties shall cause their respective counsel
to execute and file with the Court a joint stipulation, in the form attached as Exhibit “C” hereto,
dismissing without prejudice the InterDigital Delaware Action, and take all other reasonable
actions necessary to dismiss such proceeding.




          c. Termination of Samsung Delaware Action. Within seven (7) days of receipt by ITC of
the first installment of the License Fee, the Parties shall cause their respective counsel to
execute and file with the Court a joint stipulation, in the form attached as Exhibit “D” hereto,
dismissing with prejudice Samsung’s claims in the Samsung Delaware Action based on conduct
occurring before the date of dismissal of the Samsung Delaware Action, dismissing without prejudice
InterDigital’s counterclaims, and take all other reasonable actions necessary to dismiss such
proceeding.




          d. Termination of 2G Arbitrations and Litigation. Within seven (7) days of the
receipt by InterDigital of the first installment of the License Fee, the Parties shall jointly
through their respective counsel move to dismiss with prejudice and finally resolve, or jointly
request administrative closure of, if applicable, the Samsung II Enforcement Action, the Samsung II
Appeal, and the Samsung III Arbitration with each Party bearing its own costs and fees. Further,
within three (3) business days after the receipt by InterDigital of the first installment of the
License Fee, InterDigital shall execute those commercially reasonable documents  — that are
necessary to effect the release of any and all rights InterDigital may have under that bond —
including both (i) a commercially reasonable release drafted by the surety for the bond filed in
InterDigital Communications, LLC v. Samsung Electronics Co., Ltd., No. 06 Civ. 6833 (RJS) in the
Southern District of New York (Appeal Bond No. CGB8796870), in the Form attached as Exhibit “E”
hereto and, (ii) a satisfaction of judgment to be filed in the Samsung II Enforcement Action in
the form attached as Exhibit “F” hereto.




9. Releases [***]




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          a. Release by InterDigital. Provided InterDigital does not terminate this Agreement
based on nonpayment of the first installment of the License Fee, contingent upon the actual and
timely payment of the remaining installments of the License Fee, and effective upon receipt by ITC
of the first installment of the License Fee, InterDigital and its Affiliates hereby fully, finally
and forever acquit, release and discharge Samsung, its Affiliates, and their past and present
officers, directors, shareholders, employees, and agents from any and all claims, losses, and
liabilities that InterDigital, its Affiliates, and their past and present officers, directors,
shareholders, employees, and agents ever had, now have, or hereafter can, shall or may have, for,
upon, or by reason of acts or omissions existing prior to the Effective Date of this Agreement
arising out of or relating to the [***].




          b. Release by InterDigital [***]. Provided InterDigital does not terminate this
Agreement based on nonpayment of the first installment of the License Fee, contingent upon the
actual and timely payment of the remaining installments of the License Fee, and effective upon
receipt by ITC of the first installment of the License Fee, InterDigital and its Affiliates hereby
fully, finally and forever acquit, release and discharge Samsung and its Affiliates, and their past
and present officers, directors, shareholders, [***], employees, and agents from any and all
claims, losses, and liabilities that InterDigital, its Affiliates, and their past and present
officers, directors, shareholders, employees, [***], and agents ever had, now have, or hereafter
can, shall or may have, for, upon, or by reason of [***] (i) [***], and (ii) [***] (a) [***], or
(b) [***].




          c. Limitations on InterDigital’s Releases. Notwithstanding anything to the contrary,
the releases described in Sections (a) and (b) above (i) do not include a release with respect to
subject matter other than that set forth in Sections (a) and (b) above, (ii) do not extend, by
implication or otherwise, to any third party, or to any third party product even when used in
combination with products sold by Samsung or any of its Affiliates, [***], and (iii) do not extend
to any act by which Samsung or its Affiliates or any of their respective attorneys or agents
granted a sublicense under any Licensed Patent to any person or purported to do so.




          d. Release by Samsung. Provided InterDigital does not terminate this Agreement for
lack of timely receipt by ITC of the first installment of the License Fee, and effective January
31, 2009, Samsung and its Affiliates hereby fully, finally and forever acquit, release and
discharge InterDigital and its Related Parties, and their past and present officers, directors,
shareholders, employees, and agents from any and all claims, losses, and liabilities that Samsung,
its Affiliates, and their past and present officers, directors, shareholders, employees, and agents
ever had, now have, or hereafter can, shall or may have, for, upon, or by reason of acts or
omissions existing prior to the Effective Date of this Agreement arising out of or relating to the
[***].




          e. [***].





	 	i.	 	For a period commencing as of the Effective Date
and continuing up to and including the end of the 3G Term (hereafter the
“[***]”), InterDigital and Samsung each covenants and agrees, on behalf
of itself and its respective Related Parties, not to [***] with respect
to any product of the other Party or its Related Parties, in each case,
to the extent such [***] under this Agreement. Notwithstanding anything
in this paragraph, in the event that a Party or its Related Parties
[***] the other Party or its Related Parties, the obligation of the such
other Party and its Related Parties under this Section 9(e) shall
unconditionally terminate and have no further force or effect, unless
and until (A) within [***] after the notice of such breach is received
by such Party, such Party [***], and (B) such Party [***], in which case
the obligations of the other Party (and its Related Parties) that was
subject to such claim or action shall be reinstated.




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	 	ii.	 	The [***] for any claims or causes of action that
a Party or its Related Parties covered by [***] in Section 9(e)(i) above
shall be, and hereby are, [***]. After the end of [***], the Parties or
their Related Parties shall have such [***], as is available as of the
Effective Date, under all applicable [***]. Each Party agrees that the
[***] of this Agreement shall be excluded from the [***]. The Parties
and their Related Parties expressly reserve the right to seek and
collect damages, including but not limited to royalties, for patent
infringement by the other Party or its Related Parties arising [***], to
the fullest extent permitted under law, subject to the [***], rights,
licenses and releases granted under this Agreement.
	 
	 	iii.	 	The right and obligations of the parties under
this Section 9 are personal and may not be assigned or transferred to
any third party. Nothing in this provision shall constitute or be
deemed to constitute the grant of any express or implied rights of any
kind under any intellectual property or proprietary right. Nothing in
this provision shall prevent either Party or its Related Parties from
seeking [***].





10. [***]:





	 	a.	 	Except for the [***] as provided in the last sentence of Section
9(e)(i), Samsung and its Affiliates shall not directly or indirectly institute or
participate as an adverse party, or procure or voluntarily assist any other party
to directly or indirectly institute or participate as an adverse party, in any
action (legal, administrative, regulatory or otherwise), prior to the expiration
of the 3G Term (except with respect to subsection (a)(i) below, which shall extend
for the life of the relevant patents), anywhere in the world that (a) [***] (i)
[***], or (ii) [***], (b) [***]; (c) [***]; or (d) [***]. The foregoing
obligations shall not [***] or its Affiliates.
	 
	 	b.	 	Except for the [***] as provided in the last sentence of Section
9(e)(i), InterDigital and its Affiliates shall not directly or indirectly
institute or participate as an adverse party, or procure or voluntarily assist any
other party to directly or indirectly institute or participate as an adverse
party, in any action (legal, administrative, regulatory or otherwise), prior to
the expiration of the 3G Term (except with respect to subsection (a)(i) below,
which shall extend for the life of the relevant patents), anywhere in the world
that (a) [***], (b) [***]; (c) [***]; or (d) [***]. The foregoing obligations
shall not [***] or its Affiliates.
	 
	 	c.	 	Notwithstanding anything in this Section 10, in the event that a
Party or its Related Parties takes any action against the other Party or its
Related Parties in violation of Section 9(e) or this Section 10, the obligation of
the such other Party and its Related Parties under this Section 10 shall
unconditionally terminate and have no further force or effect, subject to the same
cure and withdrawal rights relating to the [***] obligations as set forth in
Section 9(e).





11. No Further Rights. Nothing in this Agreement shall be construed as:





	 	a.	 	conferring (by implication, estoppel, exhaustion or otherwise) any
license, [***] or other right to use the Samsung [***] Patents or the Licensed
Patents (including without limitation any [***]) except under the licenses, [***]
and rights specifically and expressly granted hereunder, or
	 
	 	b.	 	conferring a right to use or sell any product that is expressly
licensed for sale hereunder (or entitled to [***] hereunder) in a manner which
conveys or purports to convey (whether




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	 	 	 	explicitly, by principles of implied license, or otherwise), any rights to any
third party user or purchaser of such product, under any Samsung [***] Patents or
any Licensed Patents (including without limitation any [***]), with respect to any
combination of such product with any third party product (that is not licensed or
entitled to [***] hereunder) [***].




12. Disclosure: Each of the Parties shall maintain as strictly confidential the terms of this
Agreement and any proprietary information (e.g., reports, materials or other documents submitted in
accordance with the terms of this Agreement) disclosed to a Party or any Related Party by the other
Party or any of its Related Parties, under, or as a result of or during the negotiation of, this
Agreement, except as follows:





	 	a.	 	that was previously known to the receiving Party free of any
obligation to keep it confidential at the time it was communicated by the
disclosing Party;
	 
	 	b.	 	that is or becomes generally known to the public, provided that such
public knowledge is not the result of any acts attributable to the receiving
Party;
	 
	 	c.	 	with the prior written consent of the other Party;
	 
	 	d.	 	that is rightfully received by the receiving Party from a third
party, free of any obligation of confidentiality;
	 
	 	e.	 	this Agreement may be filed in redacted form pursuant to US-SEC
requirements.
	 
	 	f.	 	InterDigital may disclose the impact of this Agreement [***]. In
connection therewith, InterDigital shall not disclose [***] (based on US-SEC
guidelines) for the applicable period or unless otherwise required by US-SEC,
NASDAQ or other legal requirement.
	 
	 	g.	 	as required by court or arbitral order which has been precipitated by
a third party request, or a governmental order, with notice to the other Party as
soon as any proceeding that may lead to such order is known, and to permit the
other Party an opportunity to intervene to prevent disclosure. In the case of a
possible ordered disclosure, the Party that would be subject to the order shall
give the other Party reasonable prior notice of such intended disclosure and use
its best efforts to ensure such disclosure is protected by a protective order and
seek confidential treatment or other confidentiality obligation;
	 
	 	h.	 	to publish and distribute Periodic Reports, including on a Current
Report on Form 8-K, Quarterly Report on Form 10-Q and Annual Report on Form 10-K,
as required by the US-SEC or to publish and distribute reports as required by the
KRX (Korea Exchange) announcing the execution of this Agreement. Such reports may
contain any information previously disclosed in connection with the execution of
the Term Sheet, the scope and fields of the licenses, the license durations, the
impact of the Agreement on InterDigital’s revenues, deferred revenue, or cash
position, and such financial and other terms as are required to be disclosed by
the US-SEC and the KRX;
	 
	 	i.	 	in confidence to other licensees to the extent required by most
favored licensee (MFL),clauses;
	 
	 	j.	 	any other information reasonably necessary to satisfy US-SEC, NASDAQ,
KRX or other statutory, regulatory, taxation, or administrative requirements;




9









 











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	 	k.	 	to InterDigital’s Related Parties, to Samsung’s Affiliates, to each
of their respective auditors, accountants, or banks as required by law in
connection with the remission of payments hereunder or pursuant to contractual
requirements with such banks, provided that, in case of any divulgence pursuant to
this Section 12(k), to the extent permissible by law, such divulging party shall
ensure that the recipient is bound by confidentiality obligations;
	 
	 	l.	 	in a legal proceeding between the Parties or their Related Parties;
	 
	 	m.	 	in confidence to a potential acquirer with customary safeguards of
confidentiality;
	 
	 	n.	 	as required by a discovery request or other disclosure obligation in
the course of any proceeding before the International Trade Commission, including
but not limited to Investigation No. 337-TA-613; or
	 
	 	o	 	. such other disclosures as may be required by law, regulation, or
court or governmental order.




Notwithstanding anything to the contrary herein, the provisions of this Section 12 shall survive
the termination or expiration of this Agreement and for [***] years thereafter.



13. Termination of Existing Contracts: The parties hereby agree that, effective as of the date
InterDigital receives payment of the first installment of the License Fee, the 1996 Agreements
shall be terminated and shall have no further force or effect; except that all confidentiality
obligations existing as of the Effective Date under the 1996 Agreement shall be deemed covered by
Section 12 of this Agreement. Without limiting the foregoing, all MFL rights arising under the
1996 Agreements shall be deemed satisfied and terminated.



14. Notices. Any notices given hereunder shall, unless otherwise specified herein, be sent by
email with copy by international overnight delivery equivalent (confirmed receipt), facsimile
(confirmed receipt), or personal delivery as follows (or pursuant to such other contact information
as may later be provided to the other Party by like notice):




	 	 	 
	If to Samsung:

	 	With a copy to:
	 
	 	 
	Samsung Electronics Co., Ltd.

	 	Weil, Gotshal & Manges LLP
	Telecommunication R&D Center

	 	201 Redwood Shores Parkway
	Dong, Suwon P.O. Box 105,

	 	Redwood Shores, CA 94065
	416 Maetan-3dong, Yeongtong-gu
	 	 
	Suwon-si, Gyeonggi-do, 443-742, Korea

	 	Attention: Matthew D. Powers, Esq.
Matthew.powers@weil.com
	Attention: Seung Gun Park, Vice President
	 	 
	pseungun@samsung.com

	 	Tel: (650) 802-3200
	 
	 	 
	Tel: +82-31-279-4761

	 	Fax: (650) 802-3100
	 
	 	 
	Fax: +82-31-279-4561
	 	 






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	If to ITC:

	 	With a copy to:

	 
	 	 
	InterDigital Technology Corporation

	 	Wilson Sonsini Goodrich & Rosati PC
	Suite 105 Hagley Building

	 	650 Page Mill Road
	3411 Silverside Road

	 	Palo Alto, CA 94304
	Concord Plaza
	 	 
	Wilmington, DE 19810

	 	Attention: Ron E. Shulman, Esq.
Rshulman@wsgr.com
	Attention: Lawrence F. Shay
	 	 
	Lawrence.Shay@interdigital.com

	 	Tel: (650) 493-9300
Fax: (650) 493-6811
	Tel: (610) 878-7800
	 	 
	Fax: (610) 878-7844
	 	 
	 
	 	 
	If to IDC:

	 	With a copy to:

	 
	 	 
	InterDigital Communications, LLC

	 	Wilson Sonsini Goodrich & Rosati PC
	781 Third Avenue

	 	650 Page Mill Road
	King of Prussia, PA 19406

	 	Palo Alto, CA 94304
	 
	 	 
	Attention: Lawrence F. Shay

	 	Attention: Ron E. Shulman, Esq.
	Lawrence.Shay@interdigital.com

	 	Rshulman@wsgr.com
	 
	 	 
	Tel: (610) 878-7800

	 	Tel: (650) 493-9300
	Fax: (610) 878-7844

	 	Fax: (650) 493-6811





Notwithstanding the foregoing, ITC shall deliver originals of invoices to Weil, Gotshal & Manges
LLP, with copy by email to Samsung.



To the extent any notice sent to Samsung is not delivered or is returned or rejected, notice to
Weil, Gotshal & Manges LLP shall be deemed sufficient.



15. Attorneys’ Fees and Costs. The Parties shall bear their own respective attorneys’ fees and
costs incurred on any and all matters related to the Term Sheet or this Agreement.



16. No Waiver. The failure of either Party to assert a right hereunder or to insist upon
compliance with any term or condition of this Agreement shall not constitute a waiver of that right
or excuse a similar subsequent failure to perform any such term or condition by the other Party.



17. Severability. If any one or more of the provisions contained in this Agreement is held
invalid, illegal or unenforceable in any respect, other than payment obligations set forth herein,
the validity, legality and enforceability of the remaining provisions contained herein shall not in
any way be affected or impaired thereby. In the event that the absence of the invalidated
provision(s) adversely affects the substantive rights of the Parties, the Parties shall use their
best efforts to replace the invalid, illegal or unenforceable provision(s) with valid, legal and
enforceable provision(s) which, as much as legally possible, implement the purposes of this
Agreement as originally written. To the extent permitted by applicable law, each of the Parties
hereby waives any provision of law that would render any provision hereof prohibited or
unenforceable in any respect.




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18. Construction. In the event of a dispute, neither Party shall be entitled to claim that any
provision should be construed against the other Party by reason of the fact that it was drafted by
the other Party.



19. Entire Agreement. This Agreement, including any exhibits hereto and the letter from
InterDigital, Inc. dated as of November 24, 2008, constitutes the entire, complete and final
agreement and understanding among the Parties as to the subjects addressed in this document, and
supersedes all prior agreements (including, without limitation, the Term Sheet), understandings,
discussions and other communications, if any, between the Parties with respect to the subject
matter thereof, whether oral or written. Notwithstanding anything to the contrary contained
herein, any obligations under any non-disclosure or non-use agreement arising after the 1996
Agreements in connection with any technology development or evaluation, collaboration, joint
development or transfer, or, any product initiatives including but not limited to any actual or
potential product development, purchases, sales or other transactions involving either Party’s
goods or services shall NOT be affected by this provision. The Parties and each of the respective
signatories represent and warrant to the other Party that the signatories have authority to enter
into this Agreement and bind the respective Parties and each of their Affiliates.



20. Governing Law/Jurisdiction. New York law (without regard to its choice of law and conflict of
laws rules) governs this Agreement, and any disputes relating to this Agreement will be subject to
the exclusive jurisdiction of the United States District Court for the Southern District of New
York. (In the event there is a lack of jurisdiction in the United States District Court for the
Southern District of New York, the New York State Courts in Manhattan shall assume exclusive
jurisdiction.) The foregoing exclusive jurisdiction provision does not apply to, and may not be
used as a basis for requesting a stay, dismissal, termination or transfer of, any claim relating to
patent infringement that is brought in another jurisdiction.



21. Related Party Performance. Each Party shall be responsible for all actions required of its
Related Parties hereunder and shall be liable to the other Party for any adverse action or failure
to perform by Related Parties of the first Party hereunder. In addition, each Party agrees that
any entity that, directly or indirectly, that Controls or that owns more than fifty percent (50%)
of such Party shall be and shall have agreed to be liable to the other Party for any adverse action
or failure to perform by Related Parties of the first Party hereunder. [***]: (i) [***]; or (ii)
[***].



22. Performance. Time is of the essence.



23. Audit. Each Party shall (and shall cause its Related Parties to) keep books and records
(including, without limitation, electronic files) adequate to accurately determine whether the
[***], or whether the [***], 21 (Related Party performance), 27(k) (definition of Acquisition),
27(l) (definition of Affiliate), or 27(v) (definition of Related Party) [***], and the other Party
shall have the right to audit the same. Each Party shall (and shall cause its Related Parties to)
keep books and records (including, without limitation, electronic files) adequate to accurately
determine the applicability of the Acquisition limitations in the definitions of Affiliate, 2G
Licensed Products, and 3G Licensed Products under this Agreement. The books and records shall be
retained for at least five (5) years after the Acquisition to which they relate. The auditing
Party shall have the right in the event of an announcement (or other media release) of an
Acquisition by the other Party or any of its Affiliates and following the end of the 3G Term, to
inspect during regular business hours all relevant books and records of such other Party and its
Related Parties at a single location on seven (7) business days prior notice, and such other Party
and its Related Parties shall fully cooperate therewith (including without limitation by making
available such


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personnel as are reasonably necessary to interpret such books and records). The auditing Party
shall conduct the audit using an independent certified public accountant. All information obtained
through such audit shall be held in confidence, except as necessary to enforce this Agreement.



24. Representations and Warranties. As of the execution and delivery of this Agreement, the
Parties make the following representations and warranties:





	 	a.	 	Each Party represents and warrants to the other Party that such Party
or its Affiliates are the sole and lawful owners of all rights, title and interest
in and to each and every claim that they purport to release herein and that such
Party or its Affiliates have not heretofore assigned or transferred to any person
or entity any right, title or interest in the released claims.
	 
	 	b.	 	Each Party represents and warrants to the other Party that (i) the
person signing this Agreement on its behalf is fully authorized and legally
competent to execute and deliver this Agreement on its behalf; (ii) it is
executing this Agreement wholly upon its own volition, individual judgment,
belief, and knowledge; (iii) the performance of this Agreement and the
transactions contemplated hereunder have been fully authorized by all necessary
corporate and other action; and (iv) it is executing this Agreement after
consultation with its own independent legal counsel.
	 
	 	c.	 	Each Party represents and warrants to the other Party that the only
suits, arbitrations (including dispute resolution notices under the Master
Agreement), administrative or regulatory complaints, or any other actions
initiated or participated in by the Parties or their Affiliates are the Lawsuits.






THE WARRANTIES SET FORTH IN THIS SECTION 24 CONSTITUTE THE ONLY WARRANTIES WITH RESPECT TO
THIS AGREEMENT AND THE SUBJECT MATTER HEREOF, AND THEY ARE IN LIEU OF ALL OTHER WARRANTIES
WRITTEN OR ORAL, STATUTORY, EXPRESS, IMPLIED OR OTHERWISE.


25. Execution; Counterparts; Amendments. This Agreement may be executed in any number of
counterparts, each of which, when executed and delivered, shall be deemed an original, but all of
which together shall constitute one and the same instrument. Any signatory hereto may indicate
acceptance of this Agreement with a facsimile signature or PDF copy, and any Party that does so
shall thereafter provide an original signature to all other Parties. This Agreement may not be
amended, supplemented, or modified in any manner, orally or otherwise, except by an instrument in
writing referencing this Agreement signed by duly authorized representatives of the parties hereto.



26. Survival. Except as otherwise specifically set forth herein, and without limiting or
superseding any provision which specifically address survival (including, without limitation,
Section 3 herein), the following provisions of this Agreement shall survive expiration or
termination of this Agreement: [***]. The provisions of Sections [***] and [***] shall survive
expiration or termination of this Agreement only to the extent specifically provided for in such
Sections [***] and [***]. The provisions of Sections [***] shall survive expiration or termination
of this Agreement only to the extent provided for by Section 3 of this Agreement. The provisions of
Section [***] shall survive expiration or termination of this Agreement as to payments made and
payment obligations that survive under this Agreement. For purposes of clarity, Sections [***] and
[***] shall terminate upon the expiration or termination of this Agreement subject to the cure
provisions contained herein and the reinstatement provisions contained in those Sections.




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27. Definitions:




          a. 2G Covenant Patent Claim: Any claim in any patent owned by ITC or its Affiliates, and to
which ITC or its Affiliates has the right to grant licenses, (i) which claim covers features or
functionality required for compliance with one or more Licensed 2G Standards, but (ii) excluding
any patent claim covering any other feature or functionality required or allowed by any Excluded
Standard or any Licensed 3G Standard [***]. 2G Covenant Patent Claims also specifically excludes
patent families which include any of the patents in the USITC Action, the InterDigital Delaware
Action, or the Samsung Delaware Actions, as set forth in Exhibit “G”.




          b. 2G Licensed Products: A Terminal Unit or Infrastructure Equipment designed to operate in
accordance with one or more 2G Licensed Standards, but not also any 3G Licensed Standard or any
Excluded Standards, which is or has been (i) substantially designed by or for Samsung or its
Affiliates, and (ii) either (a) branded by Samsung, or (b) sold directly by Samsung or its
Affiliates to a mobile operator. 2G Licensed Products shall not include any Terminal Unit designed
to operate in accordance with any 3G Licensed Standards or Excluded Standards.




          c. 2G Licensed Standards: US-TDMA (i.e., TIA/EIA 54/136), GSM, GPRS and EDGE.




          d. 2G Multi-Mode Products: Terminal Units or Infrastructure Equipment designed to operate in
accordance with both (i) one or more 2G Licensed Standards, and (ii) one or more Excluded Standards
or 3G Licensed Standards.




          e. 3G Covenant Patent Claim: Any claim in any patent owned by ITC or its Affiliates, and to
which ITC or its Affiliates has the right to grant licenses, (i) which claim covers features or
functionality required for compliance with one or more Licensed 3G Standards, but (ii) excluding
any patent claim covering any other feature or functionality required or allowed by any Excluded
Standard [***].




          f. 3G Licensed Products: A Terminal Unit or Infrastructure Equipment designed to operate in
accordance with one or more 3G Licensed Standards, but no Excluded Standards, which is or has been
(i) substantially designed by or for Samsung or its Affiliates, and (ii) either (a) branded by
Samsung, or (b) sold directly by Samsung or its Affiliates to a mobile operator.




          g. 3G Licensed Standards: CDMA2000 1XRTT, CDMA2000 EV-DV, CDMA2000 EV-DO Rev A, CDMA2000
EV-DO Rev B, TD-SCDMA, and WCDMA (FDD and TDD) [***].




          h. 3G Multi-Mode Products: Terminal Units or Infrastructure Equipment designed to operate in
accordance with both (i) one or more 3G Licensed Standards, and (ii) one or more Excluded
Standards. By way of example and not limitation, a 3G Multi-Mode Product would include a handset
designed to operate in accordance with any of the following: (a) GSM or WCDMA and LTE
functionality, (b) GSM, WCDMA, and [***] functionality, (c) WCDMA, [***] functionality, or (d)
WCDMA, [***] functionality. In contrast, a 3G Multi-Mode Product would not include a handset with
only GSM and WCDMA functionality.




          i. 3G Term: The period from [***] through December 31, 2012.




          j. [***]: [***] (i) [***], and (ii) [***] (iii) [***].




          k. Acquire/Acquisition: Without limitation, either directly or indirectly, whether through
purchase, merger or otherwise: (i) obtaining ownership of more than fifty percent (50%) of the
shares or



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other securities of a third party; (ii) obtaining the right to vote for election of a majority
of the directors (or other managing authority) of a third party; (iii) gaining ownership of
substantially all of the assets of a third party which relate to the manufacture, distribution, or
sales of Terminal Units; (iii) the acquisition of the right to Control of an entity, or a business
or assets of an entity, or (iv) the formation of a new Affiliate in combination with another entity
- in each case, as a result of any transaction or series of related transactions by Samsung or any
Samsung Affiliate or by InterDigital or any InterDigital Related Party.




          l. Affiliate: A legal entity more than fifty percent (50%) of whose assets, or whose shares
or other securities entitled to vote in the election of directors (or other managing authority),
are owned, directly or indirectly, by a Party (or InterDigital, Inc. as applicable) or Controlled
by the Party (or InterDigital, Inc. as applicable) on the Effective Date.




          m. [***]: A finished, end user product designed to operate in accordance with [***], which is
or has been (i) substantially designed by or for Samsung or its Affiliates, and (ii) either (a)
branded by Samsung, or (b) sold directly by Samsung or its Affiliates to a mobile operator.




          n. [***]: A procedure that [***], to obtain assistance from the government of the United
States and the government of the Republic of Korea to establish the same determination of the
[***].




          o. Components: [***].




          p. Control: The possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a person or an entity, whether through the ability to
exercise voting power, by contract or otherwise.




          q. Excluded Standards: All wireless communication standards other than the 2G Licensed
Standards, 3G Licensed Standards, [***]. “Excluded Standards” includes, without limitation, (i)
any wireless communications standard considered by the industry to be a third or fourth generation
standard, other than a 3G Licensed Standard, including but not limited to standards resulting from
the Ultra Mobile Broadband (UMB) project within the 3rd Generation Partnership Project 2 (3GPP2),
(ii) any wireless communications standard considered by the industry to be a standard beyond fourth
generation (e.g. 5G), or (iii) any wireless data communication network standard, as amended from
time to time, whether or not adopted by any recognized standardizing body, considered by the
industry as [***].




          r. Infrastructure Equipment: Mobile switching centers, radio network controllers, service
nodes, Node B’s, base stations, radio resource management devices and software, base station
controllers, digital transceivers, digital channel cards, and software necessary to operate the
aforementioned devices whether sold as individual items or bundled as an integrated product, which
are used to interconnect a Terminal Unit to a public or private data or voice network (whether
wired or unwired), including the Internet.




          s. Lawsuits: The following actions between the Parties: Samsung Electronics Co., Ltd. v.
InterDigital Technology Corp., ICC Case No. 13 033/JNK/EBS (“Samsung II Arbitration”); InterDigital
Communications, LLC v. Samsung Electronics Co., Ltd., No. 06 Civ. 6833 (RJS) (S.D.N.Y.) (“Samsung
II Enforcement Action”); InterDigital Communications, LLC v. Samsung Electronics Co., Ltd., No.
07-5669-cv in the United States Court of Appeals for the Second Circuit (“Samsung II Appeal”);
Samsung Electronics Co., Ltd. v. InterDigital Communications LLC, ICC Case No. 14 645/EBS/VRO
(“Samsung III Arbitration”); In re Certain 3G Wideband Code Division Multiple Access (WCDMA)
Handsets and Components Thereof, Inv. No. 337-TA-601 pending in the United States International
Trade Commission (the “USITC Action”); InterDigital Communications, LLC et al. v. Samsung
Electronics Co. Ltd. et al., Case No. 1:07-cv-00165-JJF (D. Del.) (“InterDigital Delaware Action”);
and Samsung Telecommunications America LLP et al. v.




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InterDigital Communications, LLC et al., Case No. 1:07-cv-00167-JJF (D. Del.) (“Samsung
Delaware Action”).




          t. Licensed Patents: All patents and patent applications, including reexaminations and
reissues thereof, in every country of the world, that are owned by InterDigital Inc. or any
Affiliate of InterDigital, Inc. and to which InterDigital Inc. or any Affiliate of InterDigital,
Inc. has the right to grant licenses. As to the 3G License Grant, Licensed Patents shall include
only those patents and patent applications with a priority date prior to [***]. Licensed Patents
excludes patents and patent applications where the sole basis for infringement is an element,
feature or functionality required for compliance with an Excluded Standard.




          u. Or: And/or.




          v. Related Parties: Affiliates of a Party, or parent companies of a Party, or a legal entity
that is more than fifty percent (50%) owned, directly or indirectly, by such parent company of a
Party or is Controlled by a parent company of a Party, or companies Controlled by, under common
Control with, or Controlling, a Party or its Affiliates.




          w. Samsung [***] Patents: All patents and patent applications, including reexaminations and
reissues thereof, in every country of the world, that are or were at any time owned, controlled or
sublicensable by [***] Samsung. For the avoidance of doubt, but subject to Section 7(a), all
patents and patent applications, including reexaminations and reissues thereof, in every country of
the world, that are owned, controlled or sublicensable [***] included in the Samsung [***] Patents.
Samsung [***] Patents shall include only those patents and patent applications with a priority
date prior to [***]. Samsung [***] Patents excludes patents and patent applications where the sole
basis for infringement is an element, feature or functionality required for compliance with an
Excluded Standard.




          x. Terminal Unit: An end-user terminal device, whether fixed, mobile, vehicular, portable, or
hand-held, having RF transmit and/or RF receive capabilities, which device is designed for wireless
voice and/or data communications. Components and Wireless Modules are not Terminal Units.




          y. Wireless Modules: A device in the form of a complete modem card sold for use with and
physical integration into another product, such as a handset, computer, printer, facsimile machine,
monitoring device, multi-media terminal, data entry terminal, or point of sale terminal, provided
that the card (i) includes at least a printed circuit board and all of the circuitry necessary for
the other product to perform reverse link modulation and forward link demodulation, baseband
processing, and protocol stack messaging, and (ii) is not capable of initiating or receiving
wireless communications without being connected to another product.



IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized
representatives set forth below.




	 	 	 	 	 	 	 
	SAMSUNG ELECTRONICS CO., LTD.	 	IPR LICENSING, INC.
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:
	 	 	 	Name:
	 

	 	Title:
	 	 	 	Title:
	 

	 	Date:
	 	 	 	Date:






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	INTERDIGITAL COMMUNICATIONS, LLC	 	TANTIVY COMMUNICATIONS, INC.
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:
	 	 	 	Name:
	 

	 	Title:
	 	 	 	Title:
	 

	 	Date:
	 	 	 	Date:
	 
	 	 	 	 	 	 
	INTERDIGITAL 

TECHNOLOGY CORPORATION	 	INTERDIGITAL PATENT HOLDINGS, INC.
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:
	 	 	 	Name:
	 

	 	Title:
	 	 	 	Title:
	 

	 	Date:
	 	 	 	Date:






EXHIBIT A









Invoice Sample




 





	 	 	 
	Sender

	 	Invoice No. :       
	 

	 	Date :






 










	 	 	 
	Bill to
	 	 
	 

	 	Samsung Electronics Co. Ltd.
	Attn :

	 	Seunggun Park, Vice President
	Address :

	 	IT Center, 416 Maetan-3dong, 19th floor
	 

	 	Suwon City, Kyeonggi-do, 443-742
	 

	 	Korea















	 	 	 	 	 	 
	 	Description

	 	 	Price	 
	 	            —      Xxxx(including due date)

	 	 	$000000USD     	 
	 





	 	 	 
	Payment Instruction
Send by Wire Transfer to:
Wire to:  

	 	[***]
	 

	 	PNC Bank
	 

	 	300 Delaware Avenue
	 

	 	Wilmington, DE 19801
	 
	 	 
	Credit to:  

	 	[***]
	 

	 	[***]
















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	Execution Copy

	 	CONFIDENTIAL TREATMENT REQUESTED BY
	 

	 	INTERDIGITAL, INC.






ATTACHMENT CONTAINS

INTERDIGITAL-SAMSUNG CONFIDENTIAL BUSINESS INFORMATION

SUBJECT TO PROTECTIVE ORDER




EXHIBIT B




ATTACHMENT CONTAINS

INTERDIGITAL-SAMSUNG CONFIDENTIAL BUSINESS INFORMATION

SUBJECT TO PROTECTIVE ORDER




THE UNITED STATES INTERNATIONAL TRADE COMMISSION

Washington, D.C.




Before The Honorable Paul J. Luckern

Chief Administrative Law Judge




	 	 	 	 	 
	 	 	 	 	 
	 	In the Matter of
	 	 	 
	 	 
	 	 	 
	 	CERTAIN 3G WIDEBAND CODE DIVISION

	 	 	Investigation No. 337-TA-601
	 	MULTIPLE ACCESS (WCDMA) HANDSETS
	 	 	 
	 	AND COMPONENTS THEREOF
	 	 	 
	 	 	 	 	 





JOINT MOTION FOR TERMINATION OF THE

INVESTIGATION BASED ON A SETTLEMENT




     Complainants InterDigital Communications, LLC and InterDigital Technology Corporation
(collectively “InterDigital”) and respondents Samsung Electronics Co., Ltd., Samsung Electronics
America, Inc., and Samsung Telecommunications America LLC (collectively “Samsung”) hereby move
for issuance of an initial determination terminating this investigation based on a settlement.
InterDigital and Samsung have reached a settlement that includes an agreement to terminate this
investigation. The terms of settlement are set forth in the attached Exhibit (Exhibit 1). The
parties’ current agreement replaces the term sheet previously agreed upon by the parties. The
parties state that there are no other agreements, written or oral, express or implied, between
them concerning the subject matter of this investigation.



     Commission policy and the public interest generally favor settlements, which preserve
resources for both the Commission and the private parties, and termination based on a settlement
agreement is routinely granted. See, e.g., Certain Equipment for Telecommunications or Data
Communications networks, Including Routers, Switches, and Hubs, and Components Thereof, Inv. No.
337-TA-574, Order No. 27 at 4 (May 24, 2007); Certain Safety Eyewear and Components Thereof,
Inv. No. 337-TA-433, Order No. 37 at 2 (November 3, 2000); Certain Synchronous Dynamic Random
Access Memory Devices, Microprocessors, and Products Containing Same, Inv. No. 337-TA-431, Order
No. 11 at 2 (July 13, 2000); Certain Integrated Circuit Chipsets, Components Thereof and
Products Containing Same, Inv. No. 337-TA-428, Order No. 16 at 5 (August 22, 2000); Certain
Equipment for Telecommunications or Data Communications Networks, Including Routers, Switches,
and Hubs, And Components, Thereof, Inv. No. 337-TA-574, Order No. 52 (September 8, 2008). The
parties accordingly urge that the joint motion to terminate the investigation based on a
settlement be granted.



 









 




Execution Copy



     Complainants have consulted with the Commission Investigative Attorney regarding this
Motion. The Commission Investigative Attorney will provide the position of the Office of Unfair
Import Investigations after reviewing the attached papers in more detail.



          Respectfully submitted,




	 	 	 
	 

	 	 
	 

	 	     David N. Southard
	 

	 	     WEIL, GOTSHAL & MANGES L.L.P.
	Smith Brittingham IV

	 	 
	Patrick J. Coyne

	 	     1300 I Street, NW
	Christopher P. Isaac

	 	     Washington, DC 20005
	Lionel M. Lavenue

	 	     (202) 682-7000
	Houtan K. Esfahani

	 	     (202) 857-0940 (fax)
	Elizabeth A. Niemeyer

	 	 
	Vamsi K. Kakarla

	 	      Matthew Powers
	Rajeev Gupta

	 	     WEIL, GOTSHAL & MANGES L.L.P.
	Qingyu Yin

	 	 
	 

	 	     201 Redwood Shores Parkway
	FINNEGAN, HENDERSON, FARABOW,

	 	      Redwood Shores, CA 94605
	GARRETT & DUNNER, L.L.P.

	 	     (650) 802-3000
	901 New York Avenue, N.W.

	 	     (650) 802-3100 (fax)
	Washington, D.C. 20001-4413

	 	 
	 
	 	 
	(202) 408-4000

	 	     Counsel for Respondents
	 

	 	     Samsung Electronics Co., Ltd.,
	Counsel for Complainants

	 	Samsung Electronics America, Inc., and Samsung
	InterDigital Communications, LLC and

	 	Telecommunications America LLC
	InterDigital Technology Corp.
	 	 
	 
	 	 
	DATE
	 	 






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CONFIDENTIAL EXHIBIT 1




 









 





Execution Copy





THE UNITED STATES INTERNATIONAL TRADE COMMISSION

Washington, D.C.




Before The Honorable Paul J. Luckern

Chief Administrative Law Judge




	 	 	 	 	 
	 	 	 	 	 
	 	In the Matter of
	 	 	 
	 	 
	 	 	 
	 	CERTAIN 3G WIDEBAND CODE DIVISION

	 	 	Investigation No. 337-TA-601
	 	MULTIPLE ACCESS (WCDMA) HANDSETS
	 	 	 
	 	AND COMPONENTS THEREOF
	 	 	 
	 	 	 	 	 





JOINT MOTION FOR TERMINATION OF THE

INVESTIGATION BASED ON A SETTLEMENT




     Complainants InterDigital Communications, LLC and InterDigital Technology Corporation
(collectively “InterDigital”) and respondents Samsung Electronics Co., Ltd., Samsung Electronics
America, Inc., and Samsung Telecommunications America LLC (collectively “Samsung”) hereby move for
issuance of an initial determination terminating this investigation based on a settlement.
InterDigital and Samsung have reached a settlement that includes an agreement to terminate this
investigation. The terms of settlement are set forth in the attached Exhibit (Exhibit 1). The
parties’ current agreement replaces the term sheet previously agreed upon by the parties. The
parties state that there are no other agreements, written or oral, express or implied, between them
concerning the subject matter of this investigation.



     Commission policy and the public interest generally favor settlements, which preserve
resources for both the Commission and the private parties, and termination based on a settlement
agreement is routinely granted. See, e.g., Certain Equipment for Telecommunications or Data
Communications networks, Including Routers, Switches, and Hubs, and Components Thereof, Inv. No.
337-TA-574, Order No. 27 at 4 (May 24, 2007); Certain Safety Eyewear and Components Thereof, Inv.
No. 337-TA-433, Order No. 37 at 2 (November 3, 2000); Certain Synchronous Dynamic Random Access
Memory Devices, Microprocessors, and Products Containing Same, Inv. No. 337-TA-431, Order No. 11 at
2 (July 13, 2000); Certain Integrated Circuit Chipsets, Components Thereof and Products Containing
Same, Inv. No. 337-TA-428, Order No. 16 at 5 (August 22, 2000); Certain Equipment for
Telecommunications or Data Communications Networks, Including Routers, Switches, and Hubs, And
Components, Thereof, Inv. No. 337-TA-574, Order No. 52 (September 8, 2008). The parties
accordingly urge that the joint motion to terminate the investigation based on a settlement be
granted.



     Complainants have consulted with the Commission Investigative Attorney regarding this Motion.
The Commission Investigative Attorney will provide the position of the Office of Unfair Import
Investigations after reviewing the attached papers in more detail.



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Respectfully submitted,




	 	 	 
	 

	 	 
	 

	 	David N. Southard
	 

	 	WEIL, GOTSHAL & MANGES L.L.P.
	Smith Brittingham IV

	 	1300 I Street, NW
	Patrick J. Coyne

	 	Washington, DC 20005
	Christopher P. Isaac

	 	(202) 682-7000
	Lionel M. Lavenue

	 	(202) 857-0940 (fax)
	Houtan K. Esfahani

	 	 
	Elizabeth A. Niemeyer

	 	Matthew Powers
	Vamsi K. Kakarla

	 	WEIL, GOTSHAL & MANGES L.L.P.
	Rajeev Gupta

	 	201 Redwood Shores Parkway
	Qingyu Yin

	 	Redwood Shores, CA 94605
	 

	 	(650) 802-3000
	FINNEGAN, HENDERSON, FARABOW,

	 	(650) 802-3100 (fax)
	GARRETT & DUNNER, L.L.P.

	 	 
	901 New York Avenue, N.W.

	 	Counsel for Respondents
	Washington, D.C. 20001-4413

	 	Samsung Electronics Co., Ltd.,
	(202) 408-4000

	 	Samsung Electronics America, Inc., and Samsung
	 

	 	Telecommunications America LLC
	Counsel for Complainants
	 	 
	InterDigital Communications, LLC and
	 	 
	InterDigital Technology Corp.
	 	 
	 
	 	 
	DATE
	 	 






EXHIBIT 1

[PUBLIC VERSION]




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EXHIBIT C




IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF DELAWARE




	 	 	 	 	 	 
	INTERDIGITAL COMMUNICATIONS, LLC,
	 	 	 	 	 
	and
	 	 	 	 	 
	INTERDIGITAL TECHNOLOGY CORP.,

	 	 	 	 	Civil Action No. 07-165 (JJF)
	 
	 	 	 	 	 
	Plaintiffs,

	 	 	 	 	 
	 
	 	 	 	 	 
	           v.
	 	 	 	 	 
	 
	 	 	 	 	 
	SAMSUNG ELECTRONICS CO., LTD.,
	 	 	 	 	 
	SAMSUNG ELECTRONICS AMERICA, INC.,
	 	 	 	 	 
	and
	 	 	 	 	 
	SAMSUNG TELECOMMUNICATIONS AMERICA LLC,
	 	 	 	 	 
	 
	 	 	 	 	 
	Defendants.
	 	 	 	 	 






JOINT STIPULATION OF DISMISSAL WITHOUT PREJUDICE




     Having agreed to a settlement, the parties hereby stipulate and agree, by and between counsel
and subject to the approval of the Court, and pursuant to Fed. R. Civ. P. 41(a)(1), that this
action is dismissed without prejudice, and each party bears its own costs and attorneys’ fees.


Dated:
                                        
                     , 2009




	 	 	 
	Richard K. Herrmann (I.D. #405)

	 	John G. Day (I.D. #2403)
	Morris James LLP

	 	Ashby & Geddes
	500 Delaware Avenue, Suite 1500

	 	500 Delaware Ave., Suite 800
	Wilmington, DE 19801

	 	Wilmington, DE 19801
	(302) 888-6800

	 	(302) 654-1888
	rherrmann@morrisjames.com

	 	sbalick@ashby-geddes.com
	mmatterer@morrisjames.com

	 	jday@ashby-geddes.com
	Attorneys for Plaintiffs

	 	Attorneys for Defendants
	InterDigital Communications, LLC,

	 	Samsung Electronics Co., Ltd,
	InterDigital Technology Corporation

	 	Samsung Electronics America, Inc., and
	 

	 	Samsung Telecommunications America LLC






ORDER




SO ORDERED this                      day of
                                        
, 2009.




	 	 	 	 	 
	 

	 	 

The Honorable Joseph J. Farnan, Jr.
	 	 






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EXHIBIT D




IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF DELAWARE




	 	 	 	 
	SAMSUNG ELECTRONICS CO., LTD.,
	 	 	 
	 
	 	 	 
	Plaintiff,
	 	 	 
	 
	 	 	 
	           vs.
	 	 	 
	 
	 	 	 
	 

	 	 	Civil Action No. 07-167 (JJF)
	INTERDIGITAL COMMUNICATIONS, LLC,
	 	 	 
	INTERDIGITAL TECHNOLOGY CORPORATION and TANTIVY
	 	 	 
	COMMUNICATIONS, INC.,
	 	 	 
	Defendants.
	 	 	 
	 
	 	 	 
	 


	 	 	 
	 
	 	 	 
	INTERDIGITAL COMMUNICATIONS, LLC and
INTERDIGITAL TECHNOLOGY CORPORATION,
	 	 	 
	 
	 	 	 
	Counterclaim and
	 	 	 
	Third Party Plaintiffs,
	 	 	 
	 
	 	 	 
	           vs.
	 	 	 
	 
	 	 	 
	SAMSUNG ELECTRONICS CO., LTD.,
	 	 	 
	 
	 	 	 
	Counterclaim Defendant,
	 	 	 
	 
	 	 	 
	           and
	 	 	 
	 
	 	 	 
	SAMSUNG ELECTRONICS AMERICA, INC. and SAMSUNG
TELECOMMUNICATIONS AMERICA, LLC,
	 	 	 
	 
	 	 	 
	Third Party Defendants.
	 	 	 






JOINT STIPULATION OF DISMISSAL




     Having agreed to a settlement, the parties hereby stipulate and agree, by and between counsel
and subject to the approval of the Court, and pursuant to Fed. R. Civ. P. 41(a)(1), that: (1) the
claims set forth in the Complaint, filed on March 23, 2007, and the claims set forth in the First
Amended Complaint, filed on September 14, 2007, are both by joint stipulation dismissed with
prejudice based on conduct occurring before the date of dismissal of this action; (2) the
counterclaims set forth in the Counterclaims, filed on November 19, 2007, and the counterclaims set
forth in the Amended Counterclaims, filed on November 30, 2007, are both dismissed without
prejudice by joint stipulation; and (3) each party bears its own costs and attorneys’ fees.


Dated:
                                        
                     , 2009




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Execution Copy





	 	 	 
	 


	 	 
	Steven J. Balick (I.D. #2114)
	 	 
	John G . Day (I.D. #2403)
	 	 
	Ashby & Geddes
	 	 
	500 Delaware Ave., Suite 800
	 	 
	Wilmington, DE 19801
	 	 
	(302) 654-1888
	 	 
	sbalick@ashby-geddes.com
	 	 
	jday@ashby-geddes.com
	 	 
	Attorneys for
	 	 
	Samsung Electronics Co., Ltd.,
	 	 
	Samsung Electronics America, Inc., and
	 	 
	Samsung Telecommunications America, LLC
	 	 
	 
	 	 
	 


	 	 
	Richard K. Herrmann (I.D. #405)
	 	 
	Mary B. Matterer (I.D. #2696)
	 	 
	Morris James LLP
	 	 
	500 Delaware Avenue, Suite 1500
	 	 
	Wilmington, DE 19801
	 	 
	(302) 888-6800
	 	 
	rherrmann@morrisjames.com
	 	 
	mmatterer@morrisjames.com
	 	 
	Attorneys for
	 	 
	InterDigital Communications, LLC,
	 	 
	InterDigital Technology Corporation, and
Tantivy Communications, Inc.
	 	 






ORDER




SO ORDERED this                      day of
                                        
, 2009.




	 	 	 	 	 
	 

	 	 

The Honorable Joseph J. Farnan, Jr.
	 	 






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EXHIBIT E




RELEASE OF BOND 




     WHEREAS, the Fidelity and Deposit Company of Maryland (Fidelity) executed Appeal Bond No. CGB
8796 870 on or about December 18, 2007, to secure the judgment rendered in favor of InterDigital
Communications, LLC and InterDigital Technology Corporation and against Samsung Electronics Co.,
Ltd., in Case No. 06 Civ. 6833 (RJS) in the United States District Court, Southern District of New
York.


WHEREAS, the penalty of the Bond is $166,777,500.




     NOW THEREFORE, in consideration of the payment of good and valuable consideration by Samsung
Electronics Co., Ltd., the receipt and sufficiency of which is hereby acknowledged, and in
consideration of the release of collateral by Fidelity, InterDigital Communications, LLC and
InterDigital Technology Corporation hereby release, discharge and forever waive any and all claims
which they have, may have or may acquire against Fidelity by reason of executing the Bond or as
otherwise pertaining to Case No. 06 Civ. 6833 (RJS) in the United States District Court, Southern
District of New York. InterDigital Communications, LLC and InterDigital Technology Corporation
acknowledge and agree that this Release is absolute and unconditional and shall not be void or
voidable for any reason whatsoever including, but not limited to, failure of consideration for this
Release. InterDigital Communications, LLC and InterDigital Technology Corporation specifically
acknowledge that Fidelity will rely upon this Release, to its detriment, immediately upon execution
of this Release.



	 	 	 	 	 	 	 	 	 
	Date:	 	 	 	InterDigital Communications, LLC	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:	 	 	 	InterDigital Technology Corporation	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	STATE OF

	 	 

	 	COUNTY OF
	 	 

	 	 





On the                      day of
                     in the year 2009, before me, the
undersigned, personally
appeared                                    
                        
personally known to me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me
that he/she executed the same in his/her capacities as
                                        
                    
of InterDigital Communications, LLC, and that by his/her signature on the instruments, InterDigital
Communications, LLC executed the instrument.




	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Notary Public	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	My commission expires	 	 	 	 
	 

	 	 	 	 	 	 





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	STATE OF

	 	 	 	COUNTY OF	 	 
	 

	 	 
	 	 	 	 




On the                      day of
                     in the year 2009, before me, the
undersigned, personally appeared
                                        

personally known to me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me
that he/she executed the same in his/her capacities as
                                        

of InterDigital Technology Corporation, and that by his/her signature on the instruments,
InterDigital Technology Corporation executed the instrument.




	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Notary Public	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	My commission expires
	 	 

	 	 






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EXHIBIT F




	 	 	 
	 


	 	 
	UNITED STATES DISTRICT COURT

	 	X
	SOUTHERN DISTRICT OF NEW YORK
	 	 






In the matter of Arbitration between




INTERDIGITAL COMMUNICATIONS, LLC,

a Pennsylvania limited liability company and

INTERDIGITAL TECHNOLOGY CORPORATION,

a Delaware Corporation,




	 	 	 	 	 
	 

	 	Petitioners,
	 	No. 06 Civ. 6833 (RJS)
	 

	 	 	 	ECF Case






and




SAMSUNG ELECTRONICS CO., LTD., a corporation

existing under the laws of the Republic of Korea,




	 	 	 
	Respondent.
	 	 
	 
	 	 
	 

	 	X
	 
	 	 





SATISFACTION OF JUDGMENT




     WHEREAS, a judgment was entered in the above entitled action on December 7, 2007, in favor
of InterDigital Communications, LLC and InterDigital Technology Corporation, petitioners and
against Samsung Electronics Co., Ltd., respondent, in the amount of $150,250,000 plus interest
thereon from December 7, 2007.



     WHEREAS, said judgment has been fully settled and satisfied, and it is certified that there
are no outstanding executions with any Sheriff or Marshall.



     THEREFORE, full and complete satisfaction of said judgment is hereby acknowledged, and the
Clerk of the Court is hereby authorized and directed to make an entry of full satisfaction on
the docket of said judgment.



	 	 	 	 	 	 	 	 	 
	Date:	 	 	 	InterDigital Communications, LLC	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Date:	 	 	 	InterDigital Technology Corporation	 	 
	 

	 	 	 	 	 	 	 	 





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Execution Copy



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 	 	 	 	 
	STATE OF

	 	 
	 	COUNTY OF
	 	 
	 	 





On the                      day of
                     in the year 2009, before me, the
undersigned, personally
appeared                                 
       
personally known to me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me
that he/she executed the same in his/her capacities as
                                        

of InterDigital Communications, LLC, and that by his/her signature on the instruments, InterDigital
Communications, LLC executed the instrument.




	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Notary Public	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	My commission expires	 	 	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 	 	 	 	 
	STATE OF

	 	 
	 	COUNTY OF
	 	 
	 	 





On the                      day of
                     in the year 2009, before me, the
undersigned, personally appeared                                         
personally known to me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me
that he/she executed the same in his/her capacities as
                                        
of InterDigital Technology Corporation, and that by his/her signature on the instruments,
InterDigital Technology Corporation executed the instrument.




	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Notary Public	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	My commission expires
	 	 

	 	 






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EXHIBIT G



Patents specifically excluded from “2G Covenant Patent Claim”:



U.S. Patents in the USITC Action, the InterDigital Delaware Action, and the Samsung Delaware
Action:




US Patent No. 5,799,010




US Patent No. 6,215,778




US Patent No. 6,674,791




US Patent No. 6,973,579




US Patent No. 7,117,004




US Patent No. 7,190,966




US Patent No. 7,286,847




     In addition to the above-identified patents, all existing and future patents and applications
in the families of the above patents that, at any time, claim priority to the applications to which
the above-identified patents claim priority, including: (1) all divisional, continuation, and
continuation-in-part applications of any such patent applications, (2) all patents issuing from any
of the foregoing patent applications, (3) all reissues, renewals, reexaminations, extensions, and
additions of any of the foregoing patents, and (4) all existing and future patents and patent
applications anywhere in the world that, at any time, claim priority to any of the foregoing patent
applications including, without limitation, utility models, design patents, and certificates of
invention.




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