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[***] 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.


 
 

Exhibit 10.60    
  


 
 

[Translation]    
  


 
  Assets Transfer Agreement    
  


    This assets transfer agreement ("this Agreement") is made between and by the following parties in Beijing on August 18, 2000. 



	Party A:	 	Hainan Xinhuangpu Investment Co., Ltd.
	Address:	 	Floor 16, Huaneng Mansions, No. 36 Datong Road, Haikou, Hainan
	Party B:	 	UTStarcom (China) Co., Ltd.
	Address:	 	11th Floor, CNT Manhattan Building, No. 6 Beidajie, Chaoyangmen, Dongcheng District, Beijing





    WHEREAS
Party A agrees to assign to Party B the assets concerned to Party B and Party B agrees to accept the said assets; therefore, the parties reach the following agreement through
friendly consultations: 


 
 

ARTICLE 1    



    Party
A agrees to assign the assets listed in Attachment I of this Agreement, and Party B agrees to accept the foregoing assets. 


 
 

ARTICLE 2    



    The
parties agree that Party A will complete all the procedures necessary for the transfer of the assets listed in Attachment I hereto from Party A to Party B within
[***] upon execution of this Agreement (excluding the day of execution for this Agreement), which include but are not limited to the hand-over of certification of
ownership for such assets and the handling of registration procedures (if applicable). 


 
 

ARTICLE 3    




    Party
B will pay Party A an assignment fee of [***] for the assets assigned by Party A. 


 
 

ARTICLE 4    



    The
parties agree that the title of the assets listed in Attachment I hereto will be transferred to Party B on the [***] upon execution of this Agreement.
Party A shall be responsible for all the liabilities and risks involving the title transfer of the assets listed in Attachment I hereto prior to such transfer (no matter such liabilities and risks are
claimed before or after the transfer of such title), for which Party B shall bear no liabilities and obligations. In case Party B does not receive the foregoing assets within
[***] upon execution of this Agreement, Party A shall compensate in [***]. 


 
 

ARTICLE 5    



 
 

Representation and Guarantee    



	5.1
	Party
represents and guarantees as follows: 



    (a) Party
A is a company incorporated and validly existing pursuant to the Chinese laws; 






 


    (b) By executing and performing this Agreement, Party A does not violate the relevant laws and contracts that have a binding force on it, and has obtained the proper
authorization and all the necessary approval of executing and performing this Agreement; and 


    (c) Party
A is entitled to the ownership of the assets listed in Attachment I hereto and has not placed mortgage or any third party's interests against such ownership,
nor does it impose any obstacle to Party B for the obtainment of the title of such assets. 



	5.2
	Party
B represents and guarantees as follows: 



    (a) Party
A is a company incorporated and validly existing pursuant to the Chinese laws; and 



    (b) By
executing and performing this Agreement, Party B does not violate the relevant laws and contracts that have a binding force on it, and has obtained the proper
authorization and all the necessary approval of executing and performing this Agreement. 



 
 

ARTICLE 6    



 
 

Liability for Breach of Agreement    



	6.1
	If
one party to this Agreement ("the Breaching Party") fails to implement its obligations under this Agreement (including violation of the provisions involving representation and
guarantee), and fails to adopt effective measures to correct such violation within [***] upon receipt of a written notice by the other party ("the Non-Breaching
Party") for such correction within the stipulated time, the non-breaching party has the right to terminate this Agreement and claim compensation from the breaching party for the losses
sustained therefrom.



	6.2
	If
Party A violates the provisions of Articles 2 and 5 of this Agreement, Party B has the right to seek return of all the payment and a penalty equal to
[***] of the total price from Party A. 


 
 

ARTICLE 7    



 
 

Settlement of Dispute    



    Any
dispute arising out of or in connection with this Agreement shall be settled by the parties through consultations. If it cannot be settled through consultations, any party may
submit the said dispute to China International Economic and Trade Arbitration Commission for arbitration in Beijing according to its valid rules of arbitration. The arbitration award is final and
shall be binding over the parties. 


 
 

ARTICLE 8    



 
 

Force Majeure    



    A
force majeure event refers to any event that cannot be foreseen and its occurrence and consequences cannot be avoided or overcome at the time when this Agreement is executed. Any
party to this Agreement shall not bear the liabilities for breach of this Agreement if it is prevented from implementing all or any part of the responsibilities associated with the provisions of this
Agreement.
The party that is affected with such a force majeure event shall notify the other party of the effects of such event within [***] after its occurrence, and present
certification by the local notarization organ. 


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ARTICLE 9    



 
 

Transfer of Agreement    



    No
party shall transfer its rights and obligations under this Agreement to any third party unless consented by the other party in writing. 


 
 

ARTICLE 10    



 
 

Separability of Agreement    



    If
any article or section of this Agreement becomes invalid or unenforceable, it will not affect the validity and enforceability of other articles or sections. 


 
 

ARTICLE 11    



 
 

Amendment and Supplement of Agreement    



    The
parties may amend or supplement this Agreement in writing. The amendment and supplement to this Agreement shall constitute an inseparable part of this Agreement and be equally
authentic to this Agreement. 


 
 

ARTICLE 12    



 
 

Miscellaneous    



    12.1 This
Agreement shall come to force upon execution by the authorized representatives of the parties and fixation of their official seals as of the date first seen
in this Agreement. 


    12.2 This
Agreement has two original copies, of which each party holds one, and they are equally authentic. 


3







	 	 	Party A: Hainan Xinhuangpu Investment Co., Ltd.
	 	 	(Official Seal)
	

 	
 	

Authorized Representative: Xue Weibin
	

 	
 	

 (Signature)
	

 	
 	

Party B: UTStarcom (China) Co., Ltd.

(Official Seal)
	

 	
 	

Authorized Representative:
	

 	
 	

 (Signature)







 
 

Translation Verification    
  


    The foregoing represents a fair and accurate English translation of the original Chinese document. 


Dated:
May 11, 2001 



	 	 	By:	 	/s/ SHAO-NING J. CHOU   

	 	 	Name:	 	Shao-Ning J. Chou
	 	 	Title:	 	Executive Vice President and Chief Operating Officer, China Operations







 
 

Attachment I
  List of Assets for Assignment    
  





 

[***] 


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Exhibit 10.60


[Translation]

Assets Transfer Agreement

ARTICLE 1

ARTICLE 2

ARTICLE 3

ARTICLE 4

ARTICLE 5

Representation and Guarantee

ARTICLE 6

Liability for Breach of Agreement

ARTICLE 7

Settlement of Dispute

ARTICLE 8

Force Majeure

ARTICLE 9

Transfer of Agreement

ARTICLE 10

Separability of Agreement

ARTICLE 11

Amendment and Supplement of Agreement

ARTICLE 12

Miscellaneous

Translation Verification

Attachment I List of Assets for Assignment