Exhibit 10.12





  





CONFIDENTIAL TREATMENT REQUESTED


WITH RESPECT TO CERTAIN PORTIONS
HEREOF


DENOTED WITH “***”


 


LICENSE AGREEMENT


 


THIS AGREEMENT is made and entered into
as of this 2nd day of November, 2011 (the “Effective Date”) by and between Vringo, Inc., a company organized
under the laws of the State of Delaware, with a place of business at 44 West 28th Street, Suite 1414, New York, NY 10001,
(hereinafter referred to as “Owner”) and ZTE Corporation, a company organized under the laws of P.R.
China, with a place of business at Building J,889 Bibo Rd., Zhangjiang Hi-Tech Park, Pudong, Shanghai, P.R. China (hereinafter
referred to as “Licensee”).


 


In consideration of the mutual covenants
and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the parties hereby agree as follows:


 


		1.	NON-EXCLUSIVE
                                                          LICENSE.  Owner hereby grants to Licensee and its Affiliate, during
                                                          the Term and pursuant to the terms and conditions of this Agreement,
                                                          a non-exclusive, non-transferable, worldwide license to copy and embed
                                                          a generic “Premium” version of Owner’s Facetones mobile
                                                          application product (the “Application”) in
                                                          Licensee’s Android mobile handsets, and Licensee agrees, during
                                                          the Term and pursuant to the terms and conditions of this Agreement,
                                                          at a minimum, to embed the Application on at least [***] of its
                                                          Android handsets. “Affiliate” shall mean any
                                                          entity which, directly or indirectly, Controls, is Controlled by, or
                                                          is under common Control with Licensee. As used herein, “Control”
                                                          means the possession, directly or indirectly, of the power to direct
                                                          or cause the direction of the management and policies of an entity through
                                                          direct ownership of more than 50% of the voting securities of any such
                                                          entity. Since Licensee’s Affiliates are not contractual parties
                                                          to this Agreement, Licensee shall be fully responsible for any breach
                                                          of the terms and conditions of this Agreement by its Affiliates as if
                                                          such Affiliates executed this Agreement directly with Owner.



 


		2.	TERM. The initial term of this Agreement shall be for a three (3) year period beginning
on the Effective Date hereof (the “Initial Term”) and shall automatically renew for successive one (1)
year terms (each a “Renewal Term”, and the Initial Term together with all Renewal Terms collectively
referred to herein as the “Term”), until terminated by either party at any time after the Initial Term
by providing the other party with not less than sixty (60) days prior written notice.



 


		3.	ADVANCE.
                                                          Licensee agrees to pay Owner a non-recoupable, non-refundable up-front
                                                          prepayment of USD [***] (the “Advance”),
                                                          due and payable in full upon Licensee’s shipment of the first
                                                          [***] Android devices preloaded with the Application.



 


		4.	ROYALTY PAYMENTS. In addition to the Advance payment, Licensee agrees to pay Owner royalty
payments (“Royalty Payments”) based on the number of pre-installed devices as follows:



 



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CONFIDENTIAL TREATMENT REQUESTED


WITH RESPECT TO CERTAIN PORTIONS
HEREOF


DENOTED WITH “***”


 


Pricing
For Premium Generic Version Of The Application


		(i)	USD$[***]
                                                                per pre-installed device for the first [***] devices;



		(ii)	USD$[***]
                                                                 per pre-installed device for the next [***] devices;
                                                                 and



		(iii)	USD$[***]
                                                                  per pre-installed device for any installation over [***]
                                                                  devices in calendar years 2012 and 2013.



 


The parties shall negotiate in
good faith regarding Royalty Payments after calendar year 2013.


 


		5.	ROYALTY REPORTS. All Royalty
                                                          Reports shall be in a form and format reasonably approved by Owner (the
                                                          “Royalty Reports”). Within thirty (30) days
                                                          from the end of each calendar month, Licensee shall furnish Royalty
                                                          Reports and make corresponding Royalty Payments to Owner in U.S. Dollars
                                                          pursuant to Section 4 at Licensee's sole expense. All Royalty Reports
                                                          shall be sent electronically to Owner at the following email address:
                                                          josh.wolff@vringo.com. Royalty Reports shall be furnished whether
                                                          or not any devices have been pre-installed with the Application during
                                                          the relevant calendar month



 


		6.	METHOD OF PAYMENTS. The Advance, all Royalty Payments, other payments and any applicable
interest shall be made payable to Owner utilizing electronic bank transfer paid to:



FC - SILICON VALLEY BANK


3003 TASMAN DRIVE


SANTA CLARA, CA 95054, USA


ROUTING & TRANSIT #:121140399


SWIFT CODE: SVBKUS6S


FOR CREDIT OF: Vringo, Inc.


FINAL CREDIT ACCOUNT #:3300532133


BY ORDER OF: (Name of Sender)


 


Wire transfer fees as well as
all other bank fees related to any payments required to be made by Licensee under this Agreement shall be the sole expense of Licensee,
so that Owner shall receive the full amount of all payments without reduction.


 


Written confirmation of each
electronic transfer and all Royalty Reports and any other reports of payments as required by this Agreement shall be certified
as accurate by Licensee's authorized officer, and shall be sent to Owner electronically on or before the due date.


 


Any past due amount by Licensee
shall bear interest at the lesser of: (i) 1.5% per month or (ii) the highest rate allowed by law; which in either case is applicable
from the due date until the date of payment.


 



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CONFIDENTIAL TREATMENT REQUESTED


WITH RESPECT TO CERTAIN PORTIONS
HEREOF


DENOTED WITH “***”


 


		7.	TAXES AND DUTIES. All taxes and duties in connection with this Agreement levied by P.R.
China on Licensee shall be borne by Licensee. All taxes and duties levied by P.R. China on Owner, in connection with this Agreement,
according to the income tax laws of P.R. China and the agreement between P.R. China and the USA for the reciprocal avoidance of
double taxation and the prevention of fiscal evasion with respect to taxes on income shall be borne by Owner. Licensee is legally
obligated to withhold as a withholding agent, the amount of taxes pro-rated to each taxable payment under this Agreement and pay
them to the relevant tax authorities of P.R. China. After receiving the tax receipts issued by the relevant tax authorities of
P.R. China for the aforesaid withholding taxes, Licensee shall forward and pay them to Owner without delay. All taxes and duties
arising outside P.R. China in connection with this Agreement shall be borne by Owner. Any tax levied by a tax jurisdiction outside
China shall be borne by Owner. Licensee shall submit to Owner originals of the remittance vouchers and the official receipts evidencing
the payment of all taxes. Licensee shall fully cooperate with Owner and provide such documents, information and records as Owner
may require in connection with any application by Owner to a relevant tax authority including, without limitation, qualifying Owner
for the minimum amount of withholding tax allowable under applicable tax treaties, and the obtaining of a credit for any withholding
tax paid in any country from which Royalty Payments and any other payments are being made by Licensee to Owner pursuant to this
Agreement.



 


		8.	EXPENSES. Except as otherwise expressly provided herein, all acts, duties, obligations and
responsibilities of Licensee under this Agreement shall be at Licensee’s sole cost and expense. No costs of any kind, paid
or incurred, directly or indirectly, by Licensee or any person or entity associated with Licensee, or any other activities of Licensee
hereunder, shall be recouped, deducted or otherwise charged to Owner or against any amounts owed to Owner under this Agreement.



 


		9.	RECORDS. During the Term of this Agreement and for at least three (3) years thereafter,
Licensee shall keep in its possession or under its control accurate records covering all transactions. Such records shall substantiate
and support the Royalty Reports submitted to Owner and shall be accurate enough that Owner can re-perform royalty calculations
using reasonable and customary accounting procedures to reconcile and confirm the accuracy of all such reports. Records shall include,
but not be limited to, correspondence, inventory records, manufacturing records, quality control and approvals, invoices and credit
memos, financial information and general ledgers. Records shall be provided in electronic format (CSV, Excel, Access or tabular
text format) such that text included in the records is searchable.



 



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CONFIDENTIAL TREATMENT REQUESTED


WITH RESPECT TO CERTAIN PORTIONS
HEREOF


DENOTED WITH “***”


 


		10.	AUDIT. Owner shall have the right to conduct an audit of Licensee not more than once in
any twenty-four (24) month period, at Owner’s cost and expense, and make copies of all records listed in Section 9, and to
make a physical inventory count of devices pre-installed with the Application in production and/or storage during the Term or following
the conclusion of the Term. If the audit reveals an underpayment of Royalty Payments or reveals that devices pre-installed with
the Application are not accounted for, Licensee agrees to immediately pay Owner any past due Royalty Payments plus applicable interest.
If the audit reveals a royalty underpayment of three percent (3%) or more, Licensee agrees to reimburse Owner for all of its out-of-pocket
costs and expenses of the audit for the audited period (in addition to past due Royalty Payments plus applicable interest). Audit
information shall only be used for purposes of this Agreement, unless used to judicially enforce obligations of Licensee. The exercise
by Owner, in whole or in part, or at any time or times, of the right to inspect or audit records and accounts or of any other right
herein granted, or the acceptance by Owner of any Royalty Report, or the receipt or deposit by Owner of any Royalty Payment from
Licensee, shall be without prejudice to any other rights or remedies of Owner and shall not stop or prevent Owner from thereafter
disputing the accuracy of any such Royalty Report.



 


		11.	TITLE. Licensee acknowledges that the Application (i) is protected by copyright and trade
secret rights, (ii) is and shall remain the sole property of Owner and (iii) title and full Ownership rights in the Application
are reserved to and shall remain with Owner. Licensee acknowledges Owner’s ownership of the Application, and that all rights
therein (including trademark and copyright) and good will attached thereto, belongs exclusively to Owner. Licensee shall not challenge,
attack or put in issue the title or any rights of Owner in and to the Application. Licensee covenants that it will never take any
action which it knows or has reason to know would threaten to injure the image or reputation of Owner or the Application. Licensee
represents and warrants that it shall reproduce all relevant copyright notices on all permitted copies of the Application.



 


		12.	RESERVATION OF RIGHTS. Owner explicitly reserves and retains all rights not expressly granted
to Licensee herein.



 


		13.	COMPLIANCE. Licensee’s performance hereunder including, without limitation, embedding
of the Application in Licensee’s mobile handsets hereunder shall be conducted in accordance with all applicable laws and
regulations.



 


		14.	NOTICE OF INFRINGEMENT. Licensee shall notify Owner promptly in writing of any alleged infringements
or imitations by others of Owner’s name, intellectual property, or the Application which come to Licensee’s attention.
Licensee shall corporate with Owner to determine what, if any, actions shall be taken on account of any such infringements. Owner
shall indemnify Licensee according to section 16 hereunder.



 


		15.	UNAUTHORIZED USE. Licensee acknowledges that the Application possesses special, unique,
and extraordinary characteristics, which make difficult the assessment of monetary damages that Owner would sustain by Licensee’s
unauthorized use. Licensee recognizes that Owner would suffer irreparable injury by such unauthorized use and agrees that injunctive
and other equitable relief is appropriate in the event of a breach of this Agreement by Licensee. Such remedy shall not be exclusive
of any other remedies available to Owner, nor shall it be deemed an election of remedies by Owner.



 



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CONFIDENTIAL TREATMENT REQUESTED


WITH RESPECT TO CERTAIN PORTIONS
HEREOF


DENOTED WITH “***”


 


		16.	REPRESENTATION AND WARRANTY. Licensee and Owner each represent and warrant to the other
party that it has the full power and authority to enter into this Agreement, to grant the rights granted herein and to perform
its obligations hereunder. THE APPLICATION IS PROVIDED "AS IS." ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD
TO THE APPLICATION ARE HEREBY DISCLAIMED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED BY ANY END-USERS FROM THE USE OF THE APPLICATION.



 


		17.	INDEMNIFICATION. Licensee and Owner shall each indemnify, defend, and hold the other party
harmless against all third-party claims or actions, and any liabilities, losses, expenses, damages and costs (including, but not
limited to, reasonable attorneys’ fees) related thereto, to the extent same arise out of any breach or alleged breach of
Licensee’s or Owner’s, as the case may be, representations, warranties and/or covenants contained in this Agreement.
Each indemnified party shall cooperate fully with the indemnifying party in the defense of any claims covered under this Section.
Each party claiming a right of indemnification shall give notice to the other party within fifteen (15) days after learning of
any claim, but failure to do so in such time period shall only relieve the indemnifying party of its obligations to indemnify to
the extent such delay actually prejudices the indemnifying party.



 


		18.	LIMITATION OF LIABILITY. NOTWITHSTANDING ANY CONTRARY PROVISION HEREIN, IN NO EVENT
SHALL OWNER BE OR BECOME LIABLE FOR LOST PROFITS, LOST SAVINGS, OR OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES
ARISING OUT OF THIS AGREEMENT OR ANY USE OF OR INABILITY TO USE THE APPLICATION OR ANY PORTION THEREOF, REGARDLESS OF WHETHER OWNER
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY,
TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. Notwithstanding any contrary provision herein, the total aggregate
liability of Owner to Licensee for all losses or liabilities arising out of this Agreement, shall be limited to an amount not to
exceed the amount of payment from Licensee during the twelve (12) months prior to the date the basis for the claim arose with respect
to the actions that are the subject of, or gave rise to, the claim. This limitation of liability shall apply regardless of the
form of action, whether in contract, warranty, tort (including negligence), strict liability, or otherwise, and shall apply to
any losses or liabilities including, without limitation, losses or liabilities incurred in connection with (i) any use or inability
to use the Application or any portion thereof; or (ii) any errors, omissions, delays, or inaccuracies of the Application.



 


		19.	CONFIDENTIALITY. During the Term of this Agreement and for a period of three (3) years after
this Agreement expires or is terminated for any reason, neither party, without prior written permission of the other party, shall
disclose, reveal, divulge, use or by whatever means make available, except as required to perform its obligations or exercise its
rights pursuant to this Agreement, the terms and conditions of this Agreement, information relating to the Application, and information
of the other party which was (a) denominated or marked as “confidential” at the time of disclosure, or (b) confirmed
in writing as “confidential” within thirty (30) days from an oral disclosure obtained from the other party. Each party
hereto may disclose confidential information from the other party to its affiliates subject to all the terms and conditions of
this Section.



 



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CONFIDENTIAL TREATMENT REQUESTED


WITH RESPECT TO CERTAIN PORTIONS
HEREOF


DENOTED WITH “***”


 


The obligations of
confidentiality shall not apply to information which:


 


		(i)	is, or subsequently becomes, available to the public through no fault of the receiving party;



		(ii)	the receiving party can show was previously known to it at the time of disclosure;



		(iii)	is subsequently obtained from a third party who has obtained the information through no fault of
the receiving party;



		(iv)	is independently developed as evidenced by the written records of the receiving party;



		(v)	is disclosed to a third party by the disclosing party without a corresponding obligation of confidence;
or



		(vi)	is required to be disclosed by the receiving party pursuant to a requirement, order or directive
of a government agency or by operation of law subject to prior consultation with the disclosing party’s legal counsel.



 


		20.	NO RIGHT TO ASSIGN. This Agreement and all rights and duties herein are personal to Licensee
and are not assignable, in whole or in part, by Licensee without Owner’s prior written consent. Except as provided herein,
any grant or attempted grant by Licensee of any assignment of part or all of this Agreement, is prohibited, whether it is voluntary
or involuntary, by merger, consolidation, dissolution, operation of law, sublicense, subcontract, or any other act of Licensee
which in any way attempts to encumber or transfer, or, in fact, encumbers or transfers any of Licensee’s rights and obligations
hereunder. Any assignment or other change approved by Owner shall make this Agreement fully binding upon and enforceable against
any successors or assigns.



 


		21.	TERMINATION. Without prejudice to any other rights herein, Owner shall have the right to
terminate this Agreement upon written notice to Licensee at any time, provided Owner first notice Licensee and Licensee fail to
cure after thirty (30) days of such notice:



 


		(i)	If Licensee does not diligently and commercially embed the Application in its mobile handsets after
one (1) year of the Effective Date.



		(ii)	If Owner or Licensee is ordered to withdraw, discontinue, remove or recall the Application from
Licensee’s mobile handsets by a government or governmental agency, regulatory body, court or the like.



		(iii)	If Licensee does not begin the bona fide distribution and sale of mobile handsets with the Application
embedded on or before January 1, 2012.



		(iv)	If Licensee uses the Application in an unauthorized manner, asserts rights in the Application without
Owner’s prior written consent, or if Licensee fails to obtain Owner’s approval or exceeds Owner’s approval, or
ignores Owner’s disapproval for any action not explicitly permitted hereunder.



 



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CONFIDENTIAL TREATMENT REQUESTED


WITH RESPECT TO CERTAIN PORTIONS
HEREOF


DENOTED WITH “***”


 


		(v)	If Licensee shall fail to perform any other material term or condition of this Agreement or otherwise
materially breaches any provision herein and does not cure such failure within thirty (30) days after written notice from Owner.



 


Termination of the license under
the provisions of this Section shall be without prejudice to any rights that Owner may otherwise have against Licensee. Notwithstanding
any termination or expiration of this Agreement, Owner shall have and hereby reserves all rights and remedies which it has or which
are granted to it by operation of law, to enjoin the unlawful or unauthorized use of the Application.


 


		22.	DISTRIBUTION REQUIREMENTS. Licensee shall begin the bona fide distribution and sale of its
mobile handsets with the Application embedded on or before January 1, 2012.



 


		23.	ADVERTISING. Licensee shall not advertise the Application in any publication or communications
medium that could damage the goodwill of Owner or the Application in any way. In particular, and without limitation, the Application
shall not be advertised in any illegal, vulgar, obscene, immoral, unsavory or offensive manner or in any potentially controversial
publication or other controversial media or setting whatsoever. 



 


		24.	PRESS RELEASES. Upon the full execution of this Agreement, the parties may mutually agree
in writing to place one or more press/media announcements in such newspapers, periodicals, websites and other hardcopy and/or online
media sources as they may choose, describing the subject matter of this Agreement and license granted to Licensee herein, except
limited by section 19.  All press releases and/or public announcements with respect to the subject matter of this Agreement
must be subject to the prior written approval of the parties as to content, timing and distribution of any such release. Since
Owner is a publicly traded company, Licensee shall not have any rights against Owner for damages or other remedy by reason of Owner’s
failure or refusal to grant approval of any press release due to any relevant laws and/or regulations relating to public companies
regarding public disclosures, timing, and/or press/media announcements. Notwithstanding the foregoing, Licensee shall have
the right to announce such transaction to the public without the Owner’s prior written approval as long as the timing and
manner of such announcement does not cause Owner to violate the laws and/or regulations that it must comply with.



 


		25.	NOTICES. All notices and statements to be given hereunder, shall be given or made at the
respective address of the parties as set forth below unless notification of a change of address is given in writing. Any notice
shall be sent by registered or certified mail or by overnight courier providing a receipt upon delivery, and shall be deemed to
have been given at the time it is mailed.



 



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CONFIDENTIAL TREATMENT REQUESTED


WITH RESPECT TO CERTAIN PORTIONS
HEREOF


DENOTED WITH “***”


 


	If to Owner:	 	Vringo, Inc.
	 	 	44 West 28th Street
	 	 	Suite 1414
	 	 	New York, NY 10001
	 	 	Attention:  Mr. Andrew Perlman
	 	 	 
	If to Licensee:	 	ZTE Corporation
	 	 	Handset Product System, Commercial Team
	 	 	Building J,889 Bibo Rd.
	 	 	Zhangjiang Hi-Tech Park
	 	 	Pudong, Shanghai, P.R. China
	 	 	Attention:  Mr. Fu Zhifang


 


		26.	ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding between
the parties hereto and terminates and supersedes any prior agreement or understanding, either oral or written, relating to the
subject matter hereof between Owner and Licensee. None of the provisions of this Agreement can be waived or modified except in
a writing signed by both parties. There are no representations, discussions, proposals, promises, agreements, warranties, covenants
or undertakings, whether oral or written, other than those contained herein.



 


		27.	NO JOINT VENTURE. The parties to this Agreement each shall be deemed to be independent contractors
and in no event shall the acts or omissions of one party be attributable to the other party. Neither party, nor its employees,
shall be or shall be deemed to be an employee of the other party for any purpose whatsoever. Nothing herein contained shall be
construed to place the parties in the relationship of partners, joint venturers, or any agency relationship, and neither party
shall have any right or power to obligate or bind the other in any manner whatsoever except as authorized in this Agreement or
otherwise specifically authorized in writing.



 


		28.	SURVIVAL. Upon any expiration or termination of this Agreement, neither party shall have
any obligations to the other except as set forth in Sections 3, 4, 9, 10, 11, 12, 15, 16, 17, 18, 19 and 29 hereof which shall
survive the termination of this Agreement, as well as the provisions of this Agreement which by their terms or by implication are
to have continuing effect after the termination or expiration of this Agreement.



 


		29.	APPLICABLE LAW AND JURISDICTION.  The terms and provisions of this Agreement shall be interpreted
in accordance with and governed by the laws of England and Wales. Each party irrevocably agrees to submit to the exclusive jurisdiction
of the Courts of England and Wales over any claim or matter arising under or in connection with this Agreement or the legal relationships
established by this Agreement. The arbitration board will be constituted of three (3) arbitrators, each party shall select one
arbitrator and the third arbitrator will be selected by the two arbitrators, who will be selected by the Courts of England and
Wales if the two arbitrators can’t reach an agreement. The arbitration language will be English and the arbitration fees
shall be borne by the losing party except as otherwise awarded by the arbitration board. Licensee consents to a jurisdiction in
said arbitration center (i.e., England and Wales) and shall not seek to transfer or to change the venue of any action brought
in compliance with this Section.



 



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CONFIDENTIAL TREATMENT REQUESTED


WITH RESPECT TO CERTAIN PORTIONS
HEREOF


DENOTED WITH “***”


 


		30.	MISCELLANEOUS.  The provisions of this Agreement are severable, and if any clause or provision
shall be held invalid or unenforceable, in whole or in part, the remaining terms and provisions shall be unimpaired and the unenforceable
term or provision shall be replaced by such enforceable term or provision as comes closest to the intention underlying the unenforceable
term or provision. This Agreement is the product of arms-length negotiations between parties knowledgeable of its subject matter
who have had the opportunity to consult counsel concerning the terms and conditions of this Agreement prior to the execution hereof.
Any rule of law that would require interpretation of any provision against the party responsible for its inclusion herein shall
have no effect on the interpretation of this Agreement. Each party agrees that, in its respective dealings with the other party
under or in connection with this Agreement, it shall act in good faith and fair dealing. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile
copy of an executed counterpart shall be valid and have the same force and effect as an original.



 


IN WITNESS WHEREOF, each of the parties
hereto has caused this Agreement to be executed by its duly authorized officer as of the date first above written.


 


	Vringo, Inc.	ZTE Corporation
	 	 
	By: 	/s/ Andrew Perlman	By: 	/s/ Fu Zhifang
	Name: Andrew Perlman	Name:  Fu Zhifang
	Title: President	Title:  Purchasing Manager
	Date:  November 2, 2011	Date:  November 2, 2011


 



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