Exhibit 10.1


 


INTELLECTUAL PROPERTY LICENSE AND ROYALTY AGREEMENT


 


This Intellectual Property
License and Royalty Agreement (the “Agreement”) is made and entered on 22 February 2022 (“Effective
Date”), into by and between GBT Technologies Inc., a Nevada corporation having its principal place of business at c/o VCORP
Services LLC - 701 S Carson St., Suite 200, Carson City, NV 89701 with virtual office at 2450 Colorado Ave., Suite 100E, Santa
Monica, California 90404 (“GTCH”), and Touchpoint Group Holdings, Inc. a Delaware Corporation having its principal
place of business at 4300 Biscayne Blvd, Suite 203 Miami, FL 33137 (“TGHI”).


 


RECITALS


 


WHEREAS, GTCH specializes
in the creation of Internet of Things (IoT) and Artificial Intelligence enabled mobile technologies (the “GTCH Business”
or “the Technology”);


 


WHEREAS, GTCH wishes
to grant to TGHI, a license to the Technology and TGHI wishes to accept a license;


 


NOW, THEREFORE, in
consideration of the mutual covenants expressed herein and other good and valuable consideration, the receipt of which hereby is
acknowledged, GTCH and TGHI agree as follows:


 


		1.	Definitions



 


		1.1.	“Earned
                                                                                                                                                                                                                        Royalties”
                                                                                                                                                                                                                        means
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        variable
                                                                                                                                                                                                                        annual
                                                                                                                                                                                                                        royalty
                                                                                                                                                                                                                        payments
                                                                                                                                                                                                                        based
                                                                                                                                                                                                                        upon
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        sale
                                                                                                                                                                                                                        volume
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        Licensed
                                                                                                                                                                                                                        Products
                                                                                                                                                                                                                        pursuant
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        Section
                                                                                                                                                                                                                        2.5.



 


		1.2.	“Effective
                                                                                                                                                                                                                        Date”
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        mean
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        date
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        execution
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        this
                                                                                                                                                                                                                        Agreement.



 


		1.3.	“Gross
                                                                                                                                                                                                                                             Revenue”
                                                                                                                                                                                                                                             means
                                                                                                                                                                                                                                             amounts
                                                                                                                                                                                                                                             earned
                                                                                                                                                                                                                                             by
                                                                                                                                                                                                                                             GTCH
                                                                                                                                                                                                                                             resulting
                                                                                                                                                                                                                                             from
                                                                                                                                                                                                                                             revenue
                                                                                                                                                                                                                                             attributable
                                                                                                                                                                                                                                             to
                                                                                                                                                                                                                                             the
                                                                                                                                                                                                                                             use,
                                                                                                                                                                                                                                             performance
                                                                                                                                                                                                                                             or
                                                                                                                                                                                                                                             other
                                                                                                                                                                                                                                             exploitation
                                                                                                                                                                                                                                             of
                                                                                                                                                                                                                                             the
                                                                                                                                                                                                                                             Technology,
                                                                                                                                                                                                                                             to
                                                                                                                                                                                                                                             the
                                                                                                                                                                                                                                             extent
                                                                                                                                                                                                                                             applicable,
                                                                                                                                                                                                                                             after
                                                                                                                                                                                                                                             deducting
                                                                                                                                                                                                                                             any
                                                                                                                                                                                                                                             taxes
                                                                                                                                                                                                                                             that
                                                                                                                                                                                                                                             GTCH
                                                                                                                                                                                                                                             may
                                                                                                                                                                                                                                             be
                                                                                                                                                                                                                                             required
                                                                                                                                                                                                                                             to
                                                                                                                                                                                                                                             collect,
                                                                                                                                                                                                                                             and
                                                                                                                                                                                                                                             deducting
                                                                                                                                                                                                                                             any
                                                                                                                                                                                                                                             international
                                                                                                                                                                                                                                             sales,
                                                                                                                                                                                                                                             goods
                                                                                                                                                                                                                                             and
                                                                                                                                                                                                                                             services,
                                                                                                                                                                                                                                             value
                                                                                                                                                                                                                                             added
                                                                                                                                                                                                                                             taxes
                                                                                                                                                                                                                                             or
                                                                                                                                                                                                                                             similar
                                                                                                                                                                                                                                             taxes
                                                                                                                                                                                                                                             which
                                                                                                                                                                                                                                             GTCH
                                                                                                                                                                                                                                             is
                                                                                                                                                                                                                                             required
                                                                                                                                                                                                                                             to
                                                                                                                                                                                                                                             pay,
                                                                                                                                                                                                                                             if
                                                                                                                                                                                                                                             any,
                                                                                                                                                                                                                                             excluding
                                                                                                                                                                                                                                             deductions
                                                                                                                                                                                                                                             for
                                                                                                                                                                                                                                             taxes
                                                                                                                                                                                                                                             on
                                                                                                                                                                                                                                             GTCH’s
                                                                                                                                                                                                                                             net
                                                                                                                                                                                                                                             income.



 


		1.4.	“Licensed
                                                                                                                                                                                                                        Products”
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        mean
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        apparatus,
                                                                                                                                                                                                                        product,
                                                                                                                                                                                                                        device
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        portion
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        apparatus,
                                                                                                                                                                                                                        product
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        device,
                                                                                                                                                                                                                        based
                                                                                                                                                                                                                        on
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        embodying
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Technology,
                                                                                                                                                                                                                        Patent
                                                                                                                                                                                                                        Rights,
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        Trade
                                                                                                                                                                                                                        Secrets,
                                                                                                                                                                                                                        including
                                                                                                                                                                                                                        but
                                                                                                                                                                                                                        not
                                                                                                                                                                                                                        limited
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        apparatus,
                                                                                                                                                                                                                        product
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        device
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        portion
                                                                                                                                                                                                                        thereof
                                                                                                                                                                                                                        described
                                                                                                                                                                                                                        in
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        patent
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        patent
                                                                                                                                                                                                                        application
                                                                                                                                                                                                                        claiming
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Technology.



 


		1.5.	“Patent
                                                                                                                                                                                                                        Rights”
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        mean
                                                                                                                                                                                                                        patents
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        patent
                                                                                                                                                                                                                        applications
                                                                                                                                                                                                                        owned,
                                                                                                                                                                                                                        controlled
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        pending
                                                                                                                                                                                                                        by
                                                                                                                                                                                                                        GTCH
                                                                                                                                                                                                                        covering
                                                                                                                                                                                                                        various
                                                                                                                                                                                                                        aspects
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Technology,
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        all
                                                                                                                                                                                                                        continuations,
                                                                                                                                                                                                                        divisions,
                                                                                                                                                                                                                        continuations-in-part,
                                                                                                                                                                                                                        reexaminations,
                                                                                                                                                                                                                        reissues
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        foreign
                                                                                                                                                                                                                        counterparts
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        such
                                                                                                                                                                                                                        patents
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        patent
                                                                                                                                                                                                                        applications,
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        rights
                                                                                                                                                                                                                        in
                                                                                                                                                                                                                        patents
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        patent
                                                                                                                                                                                                                        applications
                                                                                                                                                                                                                        pertaining
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Technology
                                                                                                                                                                                                                        acquired
                                                                                                                                                                                                                        by
                                                                                                                                                                                                                        GTCH
                                                                                                                                                                                                                        by
                                                                                                                                                                                                                        license
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        agreement
                                                                                                                                                                                                                        during
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        term
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        this
                                                                                                                                                                                                                        Agreement.



 


		1.6.	“Royalty
                                                                                                                                                                                                                        Period”
                                                                                                                                                                                                                        means
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        period
                                                                                                                                                                                                                        beginning
                                                                                                                                                                                                                        on
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        initial
                                                                                                                                                                                                                        date
                                                                                                                                                                                                                        in
                                                                                                                                                                                                                        which
                                                                                                                                                                                                                        Gross
                                                                                                                                                                                                                        Revenue
                                                                                                                                                                                                                        is
                                                                                                                                                                                                                        generated
                                                                                                                                                                                                                        by
                                                                                                                                                                                                                        GTCH
                                                                                                                                                                                                                        under
                                                                                                                                                                                                                        this
                                                                                                                                                                                                                        Agreement
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        expiring
                                                                                                                                                                                                                        five
                                                                                                                                                                                                                        (5)
                                                                                                                                                                                                                        years
                                                                                                                                                                                                                        thereafter.



 


		1.7.	“Royalty
                                                                                                                                                                                                                        Year”
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        mean
                                                                                                                                                                                                                        each
                                                                                                                                                                                                                        12-month
                                                                                                                                                                                                                        period
                                                                                                                                                                                                                        starting
                                                                                                                                                                                                                        with
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        beginning
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        first
                                                                                                                                                                                                                        full
                                                                                                                                                                                                                        calendar
                                                                                                                                                                                                                        quarter
                                                                                                                                                                                                                        that
                                                                                                                                                                                                                        Gross
                                                                                                                                                                                                                        Revenue
                                                                                                                                                                                                                        is
                                                                                                                                                                                                                        generated
                                                                                                                                                                                                                        by
                                                                                                                                                                                                                        GTCH
                                                                                                                                                                                                                        under
                                                                                                                                                                                                                        this
                                                                                                                                                                                                                        Agreement.



 


		1.8.	“Subsidiary”
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        mean
                                                                                                                                                                                                                        a
                                                                                                                                                                                                                        corporation,
                                                                                                                                                                                                                        company,
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        other
                                                                                                                                                                                                                        entity
                                                                                                                                                                                                                        fifty
                                                                                                                                                                                                                        percent
                                                                                                                                                                                                                        (50%)
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        more
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        whose
                                                                                                                                                                                                                        voting
                                                                                                                                                                                                                        stock
                                                                                                                                                                                                                        is
                                                                                                                                                                                                                        owned
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        controlled,
                                                                                                                                                                                                                        directly
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        indirectly,
                                                                                                                                                                                                                        by
                                                                                                                                                                                                                        GTCH.



 


		1.9.	“Technology”
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        mean,
                                                                                                                                                                                                                        collectively,
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Digital
                                                                                                                                                                                                                        Currency
                                                                                                                                                                                                                        Technology,
                                                                                                                                                                                                                        Trade
                                                                                                                                                                                                                        Secrets
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        all
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Patent
                                                                                                                                                                                                                        Rights,
                                                                                                                                                                                                                        patents
                                                                                                                                                                                                                        pending,
                                                                                                                                                                                                                        know-how
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        show
                                                                                                                                                                                                                        how
                                                                                                                                                                                                                        relating
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Licensed
                                                                                                                                                                                                                        Products
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        necessary
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        helpful
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        commercialization
                                                                                                                                                                                                                        thereof.



 


		1.10.	“Trade
                                                                                                                                                                                                                         Secrets”
                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                         mean,
                                                                                                                                                                                                                         collectively,
                                                                                                                                                                                                                         proprietary
                                                                                                                                                                                                                         non-public
                                                                                                                                                                                                                         documentation
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         know-how
                                                                                                                                                                                                                         covering
                                                                                                                                                                                                                         or
                                                                                                                                                                                                                         relating
                                                                                                                                                                                                                         to
                                                                                                                                                                                                                         various
                                                                                                                                                                                                                         aspects
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         Technology
                                                                                                                                                                                                                         owned
                                                                                                                                                                                                                         or
                                                                                                                                                                                                                         controlled
                                                                                                                                                                                                                         by
                                                                                                                                                                                                                         GTCH.



 



    	1



    	 



    

 


		2.	License,
                                                                                                                                                                                                                   Royalty
                                                                                                                                                                                                                   Obligations
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   Payments



 


		2.1.	License
                                                                                                                                                                                                                        Grant
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        TGHI.
                                                                                                                                                                                                                        As
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Effective
                                                                                                                                                                                                                        Date
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        subject
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        terms
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        conditions
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        this
                                                                                                                                                                                                                        Agreement,
                                                                                                                                                                                                                        GTCH
                                                                                                                                                                                                                        hereby
                                                                                                                                                                                                                        grants
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        TGHI
                                                                                                                                                                                                                        a
                                                                                                                                                                                                                        worldwide
                                                                                                                                                                                                                        license
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        use
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Technology
                                                                                                                                                                                                                        during
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Term
                                                                                                                                                                                                                        (as
                                                                                                                                                                                                                        defined
                                                                                                                                                                                                                        herein)
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        this
                                                                                                                                                                                                                        Agreement
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        make,
                                                                                                                                                                                                                        use,
                                                                                                                                                                                                                        sell,
                                                                                                                                                                                                                        lease
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        otherwise
                                                                                                                                                                                                                        commercialize
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        dispose
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        Licensed
                                                                                                                                                                                                                        Products.
                                                                                                                                                                                                                        The
                                                                                                                                                                                                                        licenses
                                                                                                                                                                                                                        granted
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Technology
                                                                                                                                                                                                                        involving
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        Trade
                                                                                                                                                                                                                        Secrets
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        survive
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        expiration
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Term
                                                                                                                                                                                                                        provided
                                                                                                                                                                                                                        this
                                                                                                                                                                                                                        Agreement
                                                                                                                                                                                                                        was
                                                                                                                                                                                                                        not
                                                                                                                                                                                                                        terminated
                                                                                                                                                                                                                        by
                                                                                                                                                                                                                        GTCH
                                                                                                                                                                                                                        pursuant
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        Section
                                                                                                                                                                                                                        8.1
                                                                                                                                                                                                                        during
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Term.



 


		2.2.	Right
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        Sublicense.
                                                                                                                                                                                                                        The
                                                                                                                                                                                                                        right
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        sublicense
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Technology
                                                                                                                                                                                                                        is
                                                                                                                                                                                                                        hereby
                                                                                                                                                                                                                        granted
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        TGHI
                                                                                                                                                                                                                        as
                                                                                                                                                                                                                        follows:



 


		2.2.1.	to
                                                                                                                                                                                                                            customers,
                                                                                                                                                                                                                            including
                                                                                                                                                                                                                            distributors,
                                                                                                                                                                                                                            resellers
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            other
                                                                                                                                                                                                                            parties
                                                                                                                                                                                                                            in
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            distribution
                                                                                                                                                                                                                            channel
                                                                                                                                                                                                                            who
                                                                                                                                                                                                                            have
                                                                                                                                                                                                                            acquired
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            Licensed
                                                                                                                                                                                                                            Products
                                                                                                                                                                                                                            through
                                                                                                                                                                                                                            sale,
                                                                                                                                                                                                                            lease
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            other
                                                                                                                                                                                                                            permitted
                                                                                                                                                                                                                            disposition
                                                                                                                                                                                                                            hereunder
                                                                                                                                                                                                                            by
                                                                                                                                                                                                                            GTCH;



 


		2.2.2.	to
                                                                                                                                                                                                                            have
                                                                                                                                                                                                                            all
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            part
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            Licensed
                                                                                                                                                                                                                            Products
                                                                                                                                                                                                                            made
                                                                                                                                                                                                                            by
                                                                                                                                                                                                                            another
                                                                                                                                                                                                                            manufacturer
                                                                                                                                                                                                                            for
                                                                                                                                                                                                                            use,
                                                                                                                                                                                                                            sale,
                                                                                                                                                                                                                            offer
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            sell,
                                                                                                                                                                                                                            import,
                                                                                                                                                                                                                            lease
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            otherwise
                                                                                                                                                                                                                            dispose
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            by
                                                                                                                                                                                                                            TGHI,
                                                                                                                                                                                                                            provided
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            Licensed
                                                                                                                                                                                                                            Products
                                                                                                                                                                                                                            are
                                                                                                                                                                                                                            made
                                                                                                                                                                                                                            in
                                                                                                                                                                                                                            accordance
                                                                                                                                                                                                                            with
                                                                                                                                                                                                                            written
                                                                                                                                                                                                                            specifications
                                                                                                                                                                                                                            created
                                                                                                                                                                                                                            by
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            for
                                                                                                                                                                                                                            GTCH;



 


		2.3.	Notice
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        Other
                                                                                                                                                                                                                        Licenses.
                                                                                                                                                                                                                        TGHI
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        provide
                                                                                                                                                                                                                        written
                                                                                                                                                                                                                        notice
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        GTCH
                                                                                                                                                                                                                        within
                                                                                                                                                                                                                        thirty
                                                                                                                                                                                                                        (30)
                                                                                                                                                                                                                        days
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        providing
                                                                                                                                                                                                                        a
                                                                                                                                                                                                                        sublicense
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Technology
                                                                                                                                                                                                                        including
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        name
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        licensee,
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        information
                                                                                                                                                                                                                        concerning
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Technology
                                                                                                                                                                                                                        licensed
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        relevant
                                                                                                                                                                                                                        sublicense
                                                                                                                                                                                                                        agreements
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        similar
                                                                                                                                                                                                                        restrictions
                                                                                                                                                                                                                        in
                                                                                                                                                                                                                        connection
                                                                                                                                                                                                                        therewith.



 


		2.4.	Earned
                                                                                                                                                                                                                        Royalties.
                                                                                                                                                                                                                        TGHI
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        pay
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        following
                                                                                                                                                                                                                        amounts
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        GTCH
                                                                                                                                                                                                                        during
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Royalty
                                                                                                                                                                                                                        Period
                                                                                                                                                                                                                        with
                                                                                                                                                                                                                        respect
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        sales
                                                                                                                                                                                                                        that
                                                                                                                                                                                                                        occur
                                                                                                                                                                                                                        during
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Royalty
                                                                                                                                                                                                                        Period:



 


		2.4.1.	TGHI
                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                            pay
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            GTCH
                                                                                                                                                                                                                            on
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            before
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            last
                                                                                                                                                                                                                            business
                                                                                                                                                                                                                            day
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            each
                                                                                                                                                                                                                            month
                                                                                                                                                                                                                            during
                                                                                                                                                                                                                            Royalty
                                                                                                                                                                                                                            Year
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            royalty
                                                                                                                                                                                                                            as
                                                                                                                                                                                                                            invoiced
                                                                                                                                                                                                                            by
                                                                                                                                                                                                                            GTCH.
                                                                                                                                                                                                                            (the
                                                                                                                                                                                                                            “Earned
                                                                                                                                                                                                                            Royalties”).



 


		2.4.2.	There
                                                                                                                                                                                                                            are
                                                                                                                                                                                                                            no
                                                                                                                                                                                                                            minimum
                                                                                                                                                                                                                            royalties
                                                                                                                                                                                                                            due
                                                                                                                                                                                                                            under
                                                                                                                                                                                                                            this
                                                                                                                                                                                                                            Agreement.



 


		2.5.	Accounting.
                                                                                                                                                                                                                        GTCH
                                                                                                                                                                                                                        agrees
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        keep
                                                                                                                                                                                                                        complete
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        accurate
                                                                                                                                                                                                                        records
                                                                                                                                                                                                                        with
                                                                                                                                                                                                                        respect
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        Earned
                                                                                                                                                                                                                        Royalties
                                                                                                                                                                                                                        payment
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        provide
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        TGHI
                                                                                                                                                                                                                        upon
                                                                                                                                                                                                                        request
                                                                                                                                                                                                                        copies
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        records
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        enable
                                                                                                                                                                                                                        TGHI
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        determine
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Gross
                                                                                                                                                                                                                        Revenue
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        Licensed
                                                                                                                                                                                                                        Products
                                                                                                                                                                                                                        sold
                                                                                                                                                                                                                        which
                                                                                                                                                                                                                        are
                                                                                                                                                                                                                        subject
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        Earned
                                                                                                                                                                                                                        Royalties.
                                                                                                                                                                                                                        TGHI
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        have
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        right
                                                                                                                                                                                                                        through
                                                                                                                                                                                                                        its
                                                                                                                                                                                                                        accredited
                                                                                                                                                                                                                        auditors
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        at
                                                                                                                                                                                                                        its
                                                                                                                                                                                                                        expense
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        examine
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        records
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        accounts
                                                                                                                                                                                                                        for
                                                                                                                                                                                                                        a
                                                                                                                                                                                                                        Royalty
                                                                                                                                                                                                                        Year
                                                                                                                                                                                                                        during
                                                                                                                                                                                                                        normal
                                                                                                                                                                                                                        business
                                                                                                                                                                                                                        hours
                                                                                                                                                                                                                        solely
                                                                                                                                                                                                                        for
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        purpose
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        verifying
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Earned
                                                                                                                                                                                                                        Royalties
                                                                                                                                                                                                                        made
                                                                                                                                                                                                                        under
                                                                                                                                                                                                                        this
                                                                                                                                                                                                                        Agreement.
                                                                                                                                                                                                                        Such
                                                                                                                                                                                                                        examinations
                                                                                                                                                                                                                        may
                                                                                                                                                                                                                        be
                                                                                                                                                                                                                        made
                                                                                                                                                                                                                        four
                                                                                                                                                                                                                        times
                                                                                                                                                                                                                        per
                                                                                                                                                                                                                        year.
                                                                                                                                                                                                                        TGHI
                                                                                                                                                                                                                        agrees
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        make
                                                                                                                                                                                                                        prompt
                                                                                                                                                                                                                        adjustment,
                                                                                                                                                                                                                        if
                                                                                                                                                                                                                        necessary,
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        compensate
                                                                                                                                                                                                                        for
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        errors
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        omissions
                                                                                                                                                                                                                        disclosed
                                                                                                                                                                                                                        by
                                                                                                                                                                                                                        such
                                                                                                                                                                                                                        examination.



 


		2.6.	Interest.
                                                                                                                                                                                                                        Without
                                                                                                                                                                                                                        excusing
                                                                                                                                                                                                                        prompt
                                                                                                                                                                                                                        payment,
                                                                                                                                                                                                                        all
                                                                                                                                                                                                                        undisputed
                                                                                                                                                                                                                        amounts
                                                                                                                                                                                                                        due
                                                                                                                                                                                                                        from
                                                                                                                                                                                                                        TGHI
                                                                                                                                                                                                                        hereunder
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        accrue
                                                                                                                                                                                                                        interest
                                                                                                                                                                                                                        at
                                                                                                                                                                                                                        a
                                                                                                                                                                                                                        rate
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        1.5%
                                                                                                                                                                                                                        per
                                                                                                                                                                                                                        month
                                                                                                                                                                                                                        after
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        due
                                                                                                                                                                                                                        date
                                                                                                                                                                                                                        thereto,
                                                                                                                                                                                                                        but
                                                                                                                                                                                                                        not
                                                                                                                                                                                                                        more
                                                                                                                                                                                                                        than
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        maximum
                                                                                                                                                                                                                        rate
                                                                                                                                                                                                                        allowed
                                                                                                                                                                                                                        by
                                                                                                                                                                                                                        law,
                                                                                                                                                                                                                        compounding
                                                                                                                                                                                                                        daily
                                                                                                                                                                                                                        from
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        date
                                                                                                                                                                                                                        due
                                                                                                                                                                                                                        until
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        date
                                                                                                                                                                                                                        received
                                                                                                                                                                                                                        by
                                                                                                                                                                                                                        GTCH.



 



    	2



    	 



    

 


		2.7.	TGHI
                                                                                                                                                                                                                        Efforts.
                                                                                                                                                                                                                        The
                                                                                                                                                                                                                        license
                                                                                                                                                                                                                        granted
                                                                                                                                                                                                                        hereunder
                                                                                                                                                                                                                        is
                                                                                                                                                                                                                        expressly
                                                                                                                                                                                                                        subject
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        TGHI
                                                                                                                                                                                                                        undertaking
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        continuing
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        exercise
                                                                                                                                                                                                                        diligence
                                                                                                                                                                                                                        in
                                                                                                                                                                                                                        developing,
                                                                                                                                                                                                                        marketing,
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        selling
                                                                                                                                                                                                                        Licensed
                                                                                                                                                                                                                        Products.
                                                                                                                                                                                                                        The
                                                                                                                                                                                                                        parties
                                                                                                                                                                                                                        agree
                                                                                                                                                                                                                        that
                                                                                                                                                                                                                        TGHI’s
                                                                                                                                                                                                                        good
                                                                                                                                                                                                                        faith,
                                                                                                                                                                                                                        commercially
                                                                                                                                                                                                                        reasonable
                                                                                                                                                                                                                        efforts
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        be
                                                                                                                                                                                                                        sufficient
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        satisfy
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        preceding.



 


		2.8.	Payments;
                                                                                                                                                                                                                        GBT
                                                                                                                                                                                                                        Equity.



 


	2.8.1		On
                                                                                                                                                   the
                                                                                                                                                   Effective
                                                                                                                                                   Date,
                                                                                                                                                   TGHI
                                                                                                                                                   will
                                                                                                                                                   pay
                                                                                                                                                   GTCH
                                                                                                                                                   10,000,000
                                                                                                                                                   common
                                                                                                                                                   shares
                                                                                                                                                   of
                                                                                                                                                   TGHI
                                                                                                                                                   in
                                                                                                                                                   consideration
                                                                                                                                                   of
                                                                                                                                                   GTCH
                                                                                                                                                   entering
                                                                                                                                                   this
                                                                                                                                                   Agreement
                                                                                                                                                   and
                                                                                                                                                   such
                                                                                                                                                   fee
                                                                                                                                                   shall
                                                                                                                                                   be
                                                                                                                                                   non-refundable.



 


	2.8.2		Upon
                                                                                                                                                   GTCH
                                                                                                                                                   accounting
                                                                                                                                                   and
                                                                                                                                                   involving
                                                                                                                                                   TGHI
                                                                                                                                                   shall
                                                                                                                                                   make
                                                                                                                                                   payments
                                                                                                                                                   by
                                                                                                                                                   the
                                                                                                                                                   end
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   month.
                                                                                                                                                   (the
                                                                                                                                                   “Commercial
                                                                                                                                                   Event”)



 


		3.	Disclosure
                                                                                                                                                                                                                   Of
                                                                                                                                                                                                                   Technology



 


		3.1.	Disclosure
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        Technical
                                                                                                                                                                                                                        Information.
                                                                                                                                                                                                                        GTCH
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        fully
                                                                                                                                                                                                                        disclose
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        TGHI
                                                                                                                                                                                                                        its
                                                                                                                                                                                                                        existing
                                                                                                                                                                                                                        information
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        all
                                                                                                                                                                                                                        Trade
                                                                                                                                                                                                                        Secrets
                                                                                                                                                                                                                        related
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Technology
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        provide
                                                                                                                                                                                                                        a
                                                                                                                                                                                                                        written
                                                                                                                                                                                                                        summary
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        such
                                                                                                                                                                                                                        Trade
                                                                                                                                                                                                                        Secrets
                                                                                                                                                                                                                        within
                                                                                                                                                                                                                        thirty
                                                                                                                                                                                                                        (30)
                                                                                                                                                                                                                        days
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        disclosure
                                                                                                                                                                                                                        by
                                                                                                                                                                                                                        written
                                                                                                                                                                                                                        request.



 


		3.2.	Disclosure
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        Technical
                                                                                                                                                                                                                        Improvements.
                                                                                                                                                                                                                        GTCH
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        regularly
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        promptly
                                                                                                                                                                                                                        notify
                                                                                                                                                                                                                        TGHI
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        all
                                                                                                                                                                                                                        information
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        results
                                                                                                                                                                                                                        generated
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        developed
                                                                                                                                                                                                                        in
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        course
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        its
                                                                                                                                                                                                                        research
                                                                                                                                                                                                                        including
                                                                                                                                                                                                                        data,
                                                                                                                                                                                                                        findings,
                                                                                                                                                                                                                        conclusions
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        inventions
                                                                                                                                                                                                                        relating
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Technology,
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        all
                                                                                                                                                                                                                        improvements
                                                                                                                                                                                                                        in
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Technology,
                                                                                                                                                                                                                        all
                                                                                                                                                                                                                        only
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        extent
                                                                                                                                                                                                                        applicable
                                                                                                                                                                                                                        in
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Field.
                                                                                                                                                                                                                        Disclosure
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        all
                                                                                                                                                                                                                        such
                                                                                                                                                                                                                        information
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        be
                                                                                                                                                                                                                        subject
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Confidentiality
                                                                                                                                                                                                                        provisions
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Improvements
                                                                                                                                                                                                                        provisions
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        this
                                                                                                                                                                                                                        Agreement.



 


		3.3.	Prior
                                                                                                                                                                                                                        Information.
                                                                                                                                                                                                                        This
                                                                                                                                                                                                                        section
                                                                                                                                                                                                                        applies
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        Technology
                                                                                                                                                                                                                        previously
                                                                                                                                                                                                                        provided
                                                                                                                                                                                                                        by
                                                                                                                                                                                                                        either
                                                                                                                                                                                                                        party
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        other
                                                                                                                                                                                                                        prior
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Effective
                                                                                                                                                                                                                        Date
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        this
                                                                                                                                                                                                                        Agreement.
                                                                                                                                                                                                                        Any
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        all
                                                                                                                                                                                                                        such
                                                                                                                                                                                                                        prior
                                                                                                                                                                                                                        information
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        be
                                                                                                                                                                                                                        deemed
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        be
                                                                                                                                                                                                                        included
                                                                                                                                                                                                                        in
                                                                                                                                                                                                                        this
                                                                                                                                                                                                                        Agreement
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        subject
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Confidentiality
                                                                                                                                                                                                                        provisions
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        this
                                                                                                                                                                                                                        Agreement.



 


		4.	Confidentiality



 


		4.1.	Confidential
                                                                                                                                                                                                                        Information.
                                                                                                                                                                                                                        During
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Term
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        this
                                                                                                                                                                                                                        Agreement,
                                                                                                                                                                                                                        GTCH
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        TGHI
                                                                                                                                                                                                                        agree
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        take
                                                                                                                                                                                                                        all
                                                                                                                                                                                                                        steps
                                                                                                                                                                                                                        reasonably
                                                                                                                                                                                                                        necessary
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        safeguard
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        secrecy
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        confidentiality
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        all
                                                                                                                                                                                                                        proprietary
                                                                                                                                                                                                                        Technology
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        proprietary
                                                                                                                                                                                                                        information
                                                                                                                                                                                                                        concerning
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        sales
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Licensed
                                                                                                                                                                                                                        Products.
                                                                                                                                                                                                                        All
                                                                                                                                                                                                                        written
                                                                                                                                                                                                                        confidential
                                                                                                                                                                                                                        information
                                                                                                                                                                                                                        produced
                                                                                                                                                                                                                        by
                                                                                                                                                                                                                        either
                                                                                                                                                                                                                        party
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        clearly
                                                                                                                                                                                                                        be
                                                                                                                                                                                                                        marked
                                                                                                                                                                                                                        “CONFIDENTIAL”
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        “PROPRIETARY”
                                                                                                                                                                                                                        on
                                                                                                                                                                                                                        each
                                                                                                                                                                                                                        page
                                                                                                                                                                                                                        containing
                                                                                                                                                                                                                        confidential
                                                                                                                                                                                                                        information.
                                                                                                                                                                                                                        This
                                                                                                                                                                                                                        Section
                                                                                                                                                                                                                        5.1
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        not
                                                                                                                                                                                                                        limit
                                                                                                                                                                                                                        TGHI’s
                                                                                                                                                                                                                        use
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        information
                                                                                                                                                                                                                        for
                                                                                                                                                                                                                        regulatory
                                                                                                                                                                                                                        purposes
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        disclosures
                                                                                                                                                                                                                        reasonably
                                                                                                                                                                                                                        necessary
                                                                                                                                                                                                                        (in
                                                                                                                                                                                                                        TGHI’s
                                                                                                                                                                                                                        discretion)
                                                                                                                                                                                                                        for
                                                                                                                                                                                                                        commercializing
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Licensed
                                                                                                                                                                                                                        Products;
                                                                                                                                                                                                                        provided
                                                                                                                                                                                                                        that
                                                                                                                                                                                                                        such
                                                                                                                                                                                                                        information
                                                                                                                                                                                                                        disclosed
                                                                                                                                                                                                                        for
                                                                                                                                                                                                                        regulatory
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        commercial
                                                                                                                                                                                                                        purposes
                                                                                                                                                                                                                        for
                                                                                                                                                                                                                        terminating
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Agreement
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        calculating
                                                                                                                                                                                                                        Royalties
                                                                                                                                                                                                                        will
                                                                                                                                                                                                                        remain
                                                                                                                                                                                                                        Confidential
                                                                                                                                                                                                                        Information.



 


		4.2.	Exclusions.
                                                                                                                                                                                                                        The
                                                                                                                                                                                                                        obligation
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        confidentiality
                                                                                                                                                                                                                        imposed
                                                                                                                                                                                                                        by
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        foregoing
                                                                                                                                                                                                                        Section
                                                                                                                                                                                                                        5.1
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        not
                                                                                                                                                                                                                        apply
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        information
                                                                                                                                                                                                                        which
                                                                                                                                                                                                                        is:



 



    	3



    	 



    

 





		4.2.1.	in
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            public
                                                                                                                                                                                                                            domain
                                                                                                                                                                                                                            at
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            time
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            such
                                                                                                                                                                                                                            disclosure
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            development
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            subsequently
                                                                                                                                                                                                                            came
                                                                                                                                                                                                                            into
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            public
                                                                                                                                                                                                                            domain
                                                                                                                                                                                                                            by
                                                                                                                                                                                                                            publication
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            otherwise
                                                                                                                                                                                                                            except
                                                                                                                                                                                                                            by
                                                                                                                                                                                                                            breach
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            this
                                                                                                                                                                                                                            Agreement
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            any
                                                                                                                                                                                                                            prior
                                                                                                                                                                                                                            non-disclosure
                                                                                                                                                                                                                            agreement
                                                                                                                                                                                                                            between
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            parties;



 


		4.2.2.	received
                                                                                                                                                                                                                            by
                                                                                                                                                                                                                            GTCH
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            TGHI
                                                                                                                                                                                                                            from
                                                                                                                                                                                                                            a
                                                                                                                                                                                                                            third
                                                                                                                                                                                                                            party
                                                                                                                                                                                                                            not
                                                                                                                                                                                                                            under
                                                                                                                                                                                                                            any
                                                                                                                                                                                                                            confidentiality
                                                                                                                                                                                                                            obligation
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            GTCH
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            TGHI;



 


		4.2.3.	in
                                                                                                                                                                                                                            GTCH’s
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            TGHI
                                                                                                                                                                                                                            possession
                                                                                                                                                                                                                            prior
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            disclosure
                                                                                                                                                                                                                            by
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            disclosing
                                                                                                                                                                                                                            party,
                                                                                                                                                                                                                            as
                                                                                                                                                                                                                            shown
                                                                                                                                                                                                                            by
                                                                                                                                                                                                                            clear
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            convincing
                                                                                                                                                                                                                            proof;
                                                                                                                                                                                                                            or



 


		4.2.4.	required
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            be
                                                                                                                                                                                                                            disclosed
                                                                                                                                                                                                                            by
                                                                                                                                                                                                                            operation
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            law.



 


		5.	Improvements,
                                                                                                                                                                                                                   Patent
                                                                                                                                                                                                                   Prosecution
                                                                                                                                                                                                                   and
                                                                                                                                                                                                                   Enforcement



 


		5.1.	Improvements.
                                                                                                                                                                                                                        Improvements
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Technology
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        Licensed
                                                                                                                                                                                                                        Product
                                                                                                                                                                                                                        which
                                                                                                                                                                                                                        are
                                                                                                                                                                                                                        conceived
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        by
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        employees
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        agents
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        either
                                                                                                                                                                                                                        party
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        be
                                                                                                                                                                                                                        owned
                                                                                                                                                                                                                        by
                                                                                                                                                                                                                        GTCH.
                                                                                                                                                                                                                        As
                                                                                                                                                                                                                        used
                                                                                                                                                                                                                        herein,
                                                                                                                                                                                                                        “Improvement”
                                                                                                                                                                                                                        means
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        improvement,
                                                                                                                                                                                                                        modification
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        enhancement
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Technology,
                                                                                                                                                                                                                        whether
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        not
                                                                                                                                                                                                                        patentable.



 


		5.2.	Patent
                                                                                                                                                                                                                        Prosecution
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        Maintenance.



 


		5.2.1.	Beginning
                                                                                                                                                                                                                            on
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            date
                                                                                                                                                                                                                            hereof,
                                                                                                                                                                                                                            GTCH
                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                            assume
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            obligations
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            prosecute
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            maintain
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            Patents,
                                                                                                                                                                                                                            including
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            selection
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            counsel.
                                                                                                                                                                                                                            Subject
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            Section
                                                                                                                                                                                                                            6.2.2.,
                                                                                                                                                                                                                            for
                                                                                                                                                                                                                            each
                                                                                                                                                                                                                            patent
                                                                                                                                                                                                                            application
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            patent
                                                                                                                                                                                                                            under
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            Patent
                                                                                                                                                                                                                            Rights,
                                                                                                                                                                                                                            GTCH
                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                            (i)
                                                                                                                                                                                                                            prepare,
                                                                                                                                                                                                                            file,
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            prosecute
                                                                                                                                                                                                                            such
                                                                                                                                                                                                                            patent
                                                                                                                                                                                                                            application;
                                                                                                                                                                                                                            (ii)
                                                                                                                                                                                                                            maintain
                                                                                                                                                                                                                            such
                                                                                                                                                                                                                            patent;
                                                                                                                                                                                                                            (iii)
                                                                                                                                                                                                                            pay
                                                                                                                                                                                                                            at
                                                                                                                                                                                                                            its
                                                                                                                                                                                                                            own
                                                                                                                                                                                                                            cost
                                                                                                                                                                                                                            all
                                                                                                                                                                                                                            fees
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            expenses
                                                                                                                                                                                                                            associated
                                                                                                                                                                                                                            with
                                                                                                                                                                                                                            its
                                                                                                                                                                                                                            activities
                                                                                                                                                                                                                            pursuant
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            Section
                                                                                                                                                                                                                            6.2.2.(i)
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            (ii);
                                                                                                                                                                                                                            (iv)
                                                                                                                                                                                                                            keep
                                                                                                                                                                                                                            TGHI
                                                                                                                                                                                                                            currently
                                                                                                                                                                                                                            informed
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            filing
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            progress
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            all
                                                                                                                                                                                                                            material
                                                                                                                                                                                                                            aspects
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            prosecution
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            such
                                                                                                                                                                                                                            patent
                                                                                                                                                                                                                            application
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            issuance
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            patents
                                                                                                                                                                                                                            from
                                                                                                                                                                                                                            any
                                                                                                                                                                                                                            such
                                                                                                                                                                                                                            patent
                                                                                                                                                                                                                            application;
                                                                                                                                                                                                                            (v)
                                                                                                                                                                                                                            consult
                                                                                                                                                                                                                            with
                                                                                                                                                                                                                            TGHI
                                                                                                                                                                                                                            concerning
                                                                                                                                                                                                                            any
                                                                                                                                                                                                                            decisions
                                                                                                                                                                                                                            which
                                                                                                                                                                                                                            could
                                                                                                                                                                                                                            affect
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            scope
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            enforcement
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            any
                                                                                                                                                                                                                            issued
                                                                                                                                                                                                                            claims
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            potential
                                                                                                                                                                                                                            abandonment
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            such
                                                                                                                                                                                                                            patent
                                                                                                                                                                                                                            application
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            patent;
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            (vi)
                                                                                                                                                                                                                            notify
                                                                                                                                                                                                                            TGHI
                                                                                                                                                                                                                            in
                                                                                                                                                                                                                            writing
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            any
                                                                                                                                                                                                                            additions,
                                                                                                                                                                                                                            deletions,
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            changes
                                                                                                                                                                                                                            in
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            status
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            such
                                                                                                                                                                                                                            patent
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            patent
                                                                                                                                                                                                                            application.
                                                                                                                                                                                                                            If
                                                                                                                                                                                                                            no
                                                                                                                                                                                                                            patents
                                                                                                                                                                                                                            have
                                                                                                                                                                                                                            been
                                                                                                                                                                                                                            issued
                                                                                                                                                                                                                            in
                                                                                                                                                                                                                            respect
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            applications
                                                                                                                                                                                                                            referenced
                                                                                                                                                                                                                            herein
                                                                                                                                                                                                                            in
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            United
                                                                                                                                                                                                                            States
                                                                                                                                                                                                                            on
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            prior
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            second
                                                                                                                                                                                                                            anniversary
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            Effective
                                                                                                                                                                                                                            Date,
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            Earned
                                                                                                                                                                                                                            Royalty
                                                                                                                                                                                                                            rate
                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                            be
                                                                                                                                                                                                                            reduced
                                                                                                                                                                                                                            as
                                                                                                                                                                                                                            determined,
                                                                                                                                                                                                                            in
                                                                                                                                                                                                                            good
                                                                                                                                                                                                                            faith,
                                                                                                                                                                                                                            by
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            parties.



 


		5.2.2.	If
                                                                                                                                                                                                                            GTCH
                                                                                                                                                                                                                            wishes
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            abandon
                                                                                                                                                                                                                            any
                                                                                                                                                                                                                            patent
                                                                                                                                                                                                                            application
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            patent
                                                                                                                                                                                                                            that
                                                                                                                                                                                                                            is
                                                                                                                                                                                                                            a
                                                                                                                                                                                                                            Patent
                                                                                                                                                                                                                            Right,
                                                                                                                                                                                                                            it
                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                            give
                                                                                                                                                                                                                            TGHI
                                                                                                                                                                                                                            ninety
                                                                                                                                                                                                                            (90)
                                                                                                                                                                                                                            days
                                                                                                                                                                                                                            prior
                                                                                                                                                                                                                            written
                                                                                                                                                                                                                            notice
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            desired
                                                                                                                                                                                                                            abandonment.
                                                                                                                                                                                                                            On
                                                                                                                                                                                                                            TGHI’s
                                                                                                                                                                                                                            request
                                                                                                                                                                                                                            at
                                                                                                                                                                                                                            TGHI’s
                                                                                                                                                                                                                            sole
                                                                                                                                                                                                                            discretion,
                                                                                                                                                                                                                            which
                                                                                                                                                                                                                            may
                                                                                                                                                                                                                            be
                                                                                                                                                                                                                            provided
                                                                                                                                                                                                                            at
                                                                                                                                                                                                                            any
                                                                                                                                                                                                                            time
                                                                                                                                                                                                                            after
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            notice
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            desired
                                                                                                                                                                                                                            abandonment,
                                                                                                                                                                                                                            TGHI
                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                            have
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            right
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            assume
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            obligation
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            prosecute
                                                                                                                                                                                                                            any
                                                                                                                                                                                                                            such
                                                                                                                                                                                                                            abandoned
                                                                                                                                                                                                                            patent
                                                                                                                                                                                                                            application
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            patent
                                                                                                                                                                                                                            TGHI
                                                                                                                                                                                                                            wishes
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            prosecute.
                                                                                                                                                                                                                            GTCH
                                                                                                                                                                                                                            may
                                                                                                                                                                                                                            abandon
                                                                                                                                                                                                                            any
                                                                                                                                                                                                                            such
                                                                                                                                                                                                                            patent
                                                                                                                                                                                                                            application
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            patent
                                                                                                                                                                                                                            that
                                                                                                                                                                                                                            is
                                                                                                                                                                                                                            a
                                                                                                                                                                                                                            Patent
                                                                                                                                                                                                                            Right
                                                                                                                                                                                                                            in
                                                                                                                                                                                                                            GTCH’s
                                                                                                                                                                                                                            sole
                                                                                                                                                                                                                            discretion.
                                                                                                                                                                                                                            Effective
                                                                                                                                                                                                                            as
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            effective
                                                                                                                                                                                                                            date
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            its
                                                                                                                                                                                                                            abandonment,
                                                                                                                                                                                                                            such
                                                                                                                                                                                                                            abandoned
                                                                                                                                                                                                                            patent
                                                                                                                                                                                                                            application
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            patent
                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                            no
                                                                                                                                                                                                                            longer
                                                                                                                                                                                                                            be
                                                                                                                                                                                                                            a
                                                                                                                                                                                                                            Patent
                                                                                                                                                                                                                            Right
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            GTCH
                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                            not
                                                                                                                                                                                                                            have
                                                                                                                                                                                                                            any
                                                                                                                                                                                                                            further
                                                                                                                                                                                                                            royalty
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            other
                                                                                                                                                                                                                            payment
                                                                                                                                                                                                                            obligation
                                                                                                                                                                                                                            for
                                                                                                                                                                                                                            such
                                                                                                                                                                                                                            patent
                                                                                                                                                                                                                            application
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            patent.



 


		5.2.3.	GTCH
                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                            be
                                                                                                                                                                                                                            consulted
                                                                                                                                                                                                                            about
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            prosecution
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            Patent
                                                                                                                                                                                                                            Rights
                                                                                                                                                                                                                            as
                                                                                                                                                                                                                            set
                                                                                                                                                                                                                            forth
                                                                                                                                                                                                                            in
                                                                                                                                                                                                                            Section
                                                                                                                                                                                                                            6.2.1.



 



    	4



    	 



    

 


		5.3.	Patent
                                                                                                                                                                                                                        Infringement.



 


		5.3.1.	Each
                                                                                                                                                                                                                            party
                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                            notify
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            other
                                                                                                                                                                                                                            party
                                                                                                                                                                                                                            in
                                                                                                                                                                                                                            writing
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            any
                                                                                                                                                                                                                            suspected
                                                                                                                                                                                                                            infringement(s)
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            Patent
                                                                                                                                                                                                                            Rights
                                                                                                                                                                                                                            anywhere
                                                                                                                                                                                                                            in
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            world
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                            inform
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            other
                                                                                                                                                                                                                            party
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            any
                                                                                                                                                                                                                            evidence
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            such
                                                                                                                                                                                                                            infringement(s).
                                                                                                                                                                                                                            Both
                                                                                                                                                                                                                            GTCH
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            TGHI
                                                                                                                                                                                                                            will
                                                                                                                                                                                                                            use
                                                                                                                                                                                                                            good
                                                                                                                                                                                                                            faith
                                                                                                                                                                                                                            efforts
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            cooperate
                                                                                                                                                                                                                            with
                                                                                                                                                                                                                            each
                                                                                                                                                                                                                            other
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            terminate
                                                                                                                                                                                                                            such
                                                                                                                                                                                                                            infringement
                                                                                                                                                                                                                            without
                                                                                                                                                                                                                            litigation.



 


		5.3.2.	The
                                                                                                                                                                                                                            parties
                                                                                                                                                                                                                            will
                                                                                                                                                                                                                            cooperate
                                                                                                                                                                                                                            in
                                                                                                                                                                                                                            good
                                                                                                                                                                                                                            faith
                                                                                                                                                                                                                            in
                                                                                                                                                                                                                            any
                                                                                                                                                                                                                            litigation
                                                                                                                                                                                                                            related
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            infringement
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            Licensed
                                                                                                                                                                                                                            Products.
                                                                                                                                                                                                                            The
                                                                                                                                                                                                                            parties
                                                                                                                                                                                                                            may
                                                                                                                                                                                                                            jointly
                                                                                                                                                                                                                            pursue
                                                                                                                                                                                                                            a
                                                                                                                                                                                                                            claim
                                                                                                                                                                                                                            against
                                                                                                                                                                                                                            an
                                                                                                                                                                                                                            alleged
                                                                                                                                                                                                                            infringer,
                                                                                                                                                                                                                            including
                                                                                                                                                                                                                            litigation,
                                                                                                                                                                                                                            in
                                                                                                                                                                                                                            which
                                                                                                                                                                                                                            case
                                                                                                                                                                                                                            each
                                                                                                                                                                                                                            party
                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                            bear
                                                                                                                                                                                                                            its
                                                                                                                                                                                                                            own
                                                                                                                                                                                                                            costs
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                            jointly
                                                                                                                                                                                                                            control
                                                                                                                                                                                                                            settlement
                                                                                                                                                                                                                            terms
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            conditions
                                                                                                                                                                                                                            associated
                                                                                                                                                                                                                            with
                                                                                                                                                                                                                            such
                                                                                                                                                                                                                            claim
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            litigation
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            timing
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            resolution.



 


		5.3.3.	If
                                                                                                                                                                                                                            a
                                                                                                                                                                                                                            party
                                                                                                                                                                                                                            decides
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            pursue
                                                                                                                                                                                                                            a
                                                                                                                                                                                                                            claim
                                                                                                                                                                                                                            against
                                                                                                                                                                                                                            an
                                                                                                                                                                                                                            alleged
                                                                                                                                                                                                                            infringer,
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            other
                                                                                                                                                                                                                            party
                                                                                                                                                                                                                            declines
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            jointly
                                                                                                                                                                                                                            pursue
                                                                                                                                                                                                                            such
                                                                                                                                                                                                                            claim
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            litigation
                                                                                                                                                                                                                            (the
                                                                                                                                                                                                                            “Declining
                                                                                                                                                                                                                            Party”),
                                                                                                                                                                                                                            then
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            party
                                                                                                                                                                                                                            pursuing
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            claim
                                                                                                                                                                                                                            (the
                                                                                                                                                                                                                            “Controlling
                                                                                                                                                                                                                            Party”)
                                                                                                                                                                                                                            may
                                                                                                                                                                                                                            pursue
                                                                                                                                                                                                                            such
                                                                                                                                                                                                                            claim
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            litigation
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                            pay
                                                                                                                                                                                                                            its
                                                                                                                                                                                                                            own
                                                                                                                                                                                                                            expenses
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            reasonable
                                                                                                                                                                                                                            expenses
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            Declining
                                                                                                                                                                                                                            Party,
                                                                                                                                                                                                                            if
                                                                                                                                                                                                                            any,
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            shall,
                                                                                                                                                                                                                            after
                                                                                                                                                                                                                            consultation
                                                                                                                                                                                                                            with
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            Declining
                                                                                                                                                                                                                            Party,
                                                                                                                                                                                                                            maintain
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            exclusive
                                                                                                                                                                                                                            right
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            determine
                                                                                                                                                                                                                            settlement
                                                                                                                                                                                                                            terms
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            conditions
                                                                                                                                                                                                                            associated
                                                                                                                                                                                                                            with
                                                                                                                                                                                                                            such
                                                                                                                                                                                                                            claim
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            litigation
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            timing
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            resolution,
                                                                                                                                                                                                                            except
                                                                                                                                                                                                                            that
                                                                                                                                                                                                                            GBT
                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                            not
                                                                                                                                                                                                                            admit
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            concede
                                                                                                                                                                                                                            invalidity,
                                                                                                                                                                                                                            lack
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            infringement,
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            unenforceability
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            any
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            any
                                                                                                                                                                                                                            Patent
                                                                                                                                                                                                                            without
                                                                                                                                                                                                                            GTCH’s
                                                                                                                                                                                                                            prior
                                                                                                                                                                                                                            written
                                                                                                                                                                                                                            consent.
                                                                                                                                                                                                                            The
                                                                                                                                                                                                                            Declining
                                                                                                                                                                                                                            Party
                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                            consent
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            be
                                                                                                                                                                                                                            joined
                                                                                                                                                                                                                            in
                                                                                                                                                                                                                            such
                                                                                                                                                                                                                            claim
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            litigation,
                                                                                                                                                                                                                            subject
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            payment
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            reasonable
                                                                                                                                                                                                                            expenses
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            Declining
                                                                                                                                                                                                                            Party
                                                                                                                                                                                                                            by
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            Controlling
                                                                                                                                                                                                                            Party.



 


		5.3.4.	Any
                                                                                                                                                                                                                            recovery
                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                            be
                                                                                                                                                                                                                            apportioned
                                                                                                                                                                                                                            as
                                                                                                                                                                                                                            follows:



 


		5.3.4.1.	first
                                                                                                                                                                                                                              to
                                                                                                                                                                                                                              expenses
                                                                                                                                                                                                                              of
                                                                                                                                                                                                                              the
                                                                                                                                                                                                                              parties
                                                                                                                                                                                                                              in
                                                                                                                                                                                                                              pursuing
                                                                                                                                                                                                                              such
                                                                                                                                                                                                                              claim
                                                                                                                                                                                                                              or
                                                                                                                                                                                                                              litigation;



 


		5.3.4.2.	if
                                                                                                                                                                                                                              the
                                                                                                                                                                                                                              parties
                                                                                                                                                                                                                              jointly
                                                                                                                                                                                                                              pursued
                                                                                                                                                                                                                              such
                                                                                                                                                                                                                              claim
                                                                                                                                                                                                                              or
                                                                                                                                                                                                                              litigation,
                                                                                                                                                                                                                              and
                                                                                                                                                                                                                              each
                                                                                                                                                                                                                              paid
                                                                                                                                                                                                                              its
                                                                                                                                                                                                                              own
                                                                                                                                                                                                                              expenses,
                                                                                                                                                                                                                              then
                                                                                                                                                                                                                              any
                                                                                                                                                                                                                              recovery
                                                                                                                                                                                                                              excess
                                                                                                                                                                                                                              of
                                                                                                                                                                                                                              expenses
                                                                                                                                                                                                                              shall
                                                                                                                                                                                                                              be
                                                                                                                                                                                                                              shared
                                                                                                                                                                                                                              equally
                                                                                                                                                                                                                              but
                                                                                                                                                                                                                              amounts
                                                                                                                                                                                                                              received
                                                                                                                                                                                                                              by
                                                                                                                                                                                                                              GTCH
                                                                                                                                                                                                                              shall
                                                                                                                                                                                                                              not
                                                                                                                                                                                                                              be
                                                                                                                                                                                                                              Gross
                                                                                                                                                                                                                              Revenue
                                                                                                                                                                                                                              and
                                                                                                                                                                                                                              shall
                                                                                                                                                                                                                              not
                                                                                                                                                                                                                              be
                                                                                                                                                                                                                              subject
                                                                                                                                                                                                                              to
                                                                                                                                                                                                                              any
                                                                                                                                                                                                                              royalty
                                                                                                                                                                                                                              hereunder;



 


		5.3.4.3.	if
                                                                                                                                                                                                                              GTCH
                                                                                                                                                                                                                              pursued
                                                                                                                                                                                                                              such
                                                                                                                                                                                                                              claim
                                                                                                                                                                                                                              or
                                                                                                                                                                                                                              litigation,
                                                                                                                                                                                                                              and
                                                                                                                                                                                                                              paid
                                                                                                                                                                                                                              TGHI’s
                                                                                                                                                                                                                              expenses,
                                                                                                                                                                                                                              then
                                                                                                                                                                                                                              any
                                                                                                                                                                                                                              recovery
                                                                                                                                                                                                                              excess
                                                                                                                                                                                                                              of
                                                                                                                                                                                                                              expenses
                                                                                                                                                                                                                              shall
                                                                                                                                                                                                                              be
                                                                                                                                                                                                                              kept
                                                                                                                                                                                                                              by
                                                                                                                                                                                                                              GTCH;



 


		5.3.4.4.	if
                                                                                                                                                                                                                                            TGHI
                                                                                                                                                                                                                                            pursued
                                                                                                                                                                                                                                            such
                                                                                                                                                                                                                                            claim
                                                                                                                                                                                                                                            or
                                                                                                                                                                                                                                            litigation,
                                                                                                                                                                                                                                            and
                                                                                                                                                                                                                                            paid
                                                                                                                                                                                                                                            GTCH’s
                                                                                                                                                                                                                                            expenses,
                                                                                                                                                                                                                                            then
                                                                                                                                                                                                                                            any
                                                                                                                                                                                                                                            recovery
                                                                                                                                                                                                                                            excess
                                                                                                                                                                                                                                            of
                                                                                                                                                                                                                                            expenses
                                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                                            be
                                                                                                                                                                                                                                            kept
                                                                                                                                                                                                                                            by
                                                                                                                                                                                                                                            TGHI,
                                                                                                                                                                                                                                            and
                                                                                                                                                                                                                                            such
                                                                                                                                                                                                                                            excess
                                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                                            be
                                                                                                                                                                                                                                            considered
                                                                                                                                                                                                                                            to
                                                                                                                                                                                                                                            be
                                                                                                                                                                                                                                            Gross
                                                                                                                                                                                                                                            Revenue,
                                                                                                                                                                                                                                            and
                                                                                                                                                                                                                                            royalties
                                                                                                                                                                                                                                            thereon
                                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                                            paid
                                                                                                                                                                                                                                            to
                                                                                                                                                                                                                                            GTCH
                                                                                                                                                                                                                                            thereon.



 


		6.	Term



 


	 	7.1	Original
                                                                                                                                                 Term;
                                                                                                                                                 Renewal
                                                                                                                                                 by
                                                                                                                                                 Mutual
                                                                                                                                                 Agreement.
                                                                                                                                                 This
                                                                                                                                                 Agreement
                                                                                                                                                 shall
                                                                                                                                                 commence
                                                                                                                                                 as
                                                                                                                                                 of
                                                                                                                                                 the
                                                                                                                                                 Effective
                                                                                                                                                 Date
                                                                                                                                                 and,
                                                                                                                                                 unless
                                                                                                                                                 terminated
                                                                                                                                                 in
                                                                                                                                                 accordance
                                                                                                                                                 with
                                                                                                                                                 the
                                                                                                                                                 Termination
                                                                                                                                                 provisions
                                                                                                                                                 of
                                                                                                                                                 this
                                                                                                                                                 Agreement,
                                                                                                                                                 shall
                                                                                                                                                 remain
                                                                                                                                                 in
                                                                                                                                                 force
                                                                                                                                                 until
                                                                                                                                                 the
                                                                                                                                                 expiration
                                                                                                                                                 of
                                                                                                                                                 the
                                                                                                                                                 last
                                                                                                                                                 to
                                                                                                                                                 expire
                                                                                                                                                 of
                                                                                                                                                 the
                                                                                                                                                 Patents
                                                                                                                                                 pertaining
                                                                                                                                                 to
                                                                                                                                                 the
                                                                                                                                                 Technology;
                                                                                                                                                 provided
                                                                                                                                                 that
                                                                                                                                                 the
                                                                                                                                                 right
                                                                                                                                                 to
                                                                                                                                                 use
                                                                                                                                                 Trade
                                                                                                                                                 Secrets
                                                                                                                                                 shall
                                                                                                                                                 survive
                                                                                                                                                 the
                                                                                                                                                 expiration
                                                                                                                                                 of
                                                                                                                                                 this
                                                                                                                                                 Agreement
                                                                                                                                                 provided
                                                                                                                                                 GTCH
                                                                                                                                                 has
                                                                                                                                                 not
                                                                                                                                                 terminated
                                                                                                                                                 this
                                                                                                                                                 Agreement
                                                                                                                                                 pursuant
                                                                                                                                                 to
                                                                                                                                                 Section
                                                                                                                                                 8.1
                                                                                                                                                 prior
                                                                                                                                                 to
                                                                                                                                                 its
                                                                                                                                                 expiration.



 


	 	7.2.	Intentionally
                                                                                                                                                  Left
                                                                                                                                                  Blank.



 



    	5



    	 



    

 


		8.	Termination



 


		8.1.	This
                                                                                                                                                                                                                        Agreement
                                                                                                                                                                                                                        may
                                                                                                                                                                                                                        be
                                                                                                                                                                                                                        terminated
                                                                                                                                                                                                                        by
                                                                                                                                                                                                                        either
                                                                                                                                                                                                                        party
                                                                                                                                                                                                                        in
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        event
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        a
                                                                                                                                                                                                                        material
                                                                                                                                                                                                                        breach
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        default
                                                                                                                                                                                                                        under
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        terms
                                                                                                                                                                                                                        hereof.
                                                                                                                                                                                                                        Upon
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        occurrence
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        a
                                                                                                                                                                                                                        material
                                                                                                                                                                                                                        breach
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        default
                                                                                                                                                                                                                        under
                                                                                                                                                                                                                        this
                                                                                                                                                                                                                        Agreement
                                                                                                                                                                                                                        by
                                                                                                                                                                                                                        GTCH
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        TGHI,
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        other
                                                                                                                                                                                                                        party
                                                                                                                                                                                                                        may
                                                                                                                                                                                                                        at
                                                                                                                                                                                                                        its
                                                                                                                                                                                                                        sole
                                                                                                                                                                                                                        option
                                                                                                                                                                                                                        terminate
                                                                                                                                                                                                                        this
                                                                                                                                                                                                                        Agreement
                                                                                                                                                                                                                        by
                                                                                                                                                                                                                        providing
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        breaching
                                                                                                                                                                                                                        party
                                                                                                                                                                                                                        with
                                                                                                                                                                                                                        written
                                                                                                                                                                                                                        notice
                                                                                                                                                                                                                        specifying
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        breach
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        default.
                                                                                                                                                                                                                        The
                                                                                                                                                                                                                        breaching
                                                                                                                                                                                                                        party
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        be
                                                                                                                                                                                                                        entitled
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        cure
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        breach
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        default
                                                                                                                                                                                                                        identified
                                                                                                                                                                                                                        in
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        notice
                                                                                                                                                                                                                        within
                                                                                                                                                                                                                        90
                                                                                                                                                                                                                        calendar
                                                                                                                                                                                                                        days
                                                                                                                                                                                                                        after
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        date
                                                                                                                                                                                                                        upon
                                                                                                                                                                                                                        which
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        notice
                                                                                                                                                                                                                        was
                                                                                                                                                                                                                        received.
                                                                                                                                                                                                                        If,
                                                                                                                                                                                                                        at
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        end
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        90-day
                                                                                                                                                                                                                        cure
                                                                                                                                                                                                                        period,
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        identified
                                                                                                                                                                                                                        breaches
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        defaults
                                                                                                                                                                                                                        has
                                                                                                                                                                                                                        not
                                                                                                                                                                                                                        been
                                                                                                                                                                                                                        cured,
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        if
                                                                                                                                                                                                                        a
                                                                                                                                                                                                                        cure
                                                                                                                                                                                                                        acceptable
                                                                                                                                                                                                                        to
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        non-breaching
                                                                                                                                                                                                                        party
                                                                                                                                                                                                                        has
                                                                                                                                                                                                                        not
                                                                                                                                                                                                                        been
                                                                                                                                                                                                                        agreed
                                                                                                                                                                                                                        upon,
                                                                                                                                                                                                                        this
                                                                                                                                                                                                                        Agreement
                                                                                                                                                                                                                        shall
                                                                                                                                                                                                                        terminate,
                                                                                                                                                                                                                        effective
                                                                                                                                                                                                                        as
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        end
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        90-day
                                                                                                                                                                                                                        cure
                                                                                                                                                                                                                        period,
                                                                                                                                                                                                                        without
                                                                                                                                                                                                                        additional
                                                                                                                                                                                                                        notice
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        further
                                                                                                                                                                                                                        act
                                                                                                                                                                                                                        by
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        non-breaching
                                                                                                                                                                                                                        party.



 


		9.	Indemnification



 


		9.1.	TGHI
                                                                                                                                                                                                                        will
                                                                                                                                                                                                                        indemnify,
                                                                                                                                                                                                                        defend,
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        hold
                                                                                                                                                                                                                        harmless
                                                                                                                                                                                                                        GTCH
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        its
                                                                                                                                                                                                                        officers,
                                                                                                                                                                                                                        directors,
                                                                                                                                                                                                                        employees,
                                                                                                                                                                                                                        agents,
                                                                                                                                                                                                                        successors,
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        assigns
                                                                                                                                                                                                                        against
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        all
                                                                                                                                                                                                                        losses,
                                                                                                                                                                                                                        damages,
                                                                                                                                                                                                                        liabilities,
                                                                                                                                                                                                                        deficiencies,
                                                                                                                                                                                                                        claims,
                                                                                                                                                                                                                        actions,
                                                                                                                                                                                                                        judgments,
                                                                                                                                                                                                                        settlements,
                                                                                                                                                                                                                        interest,
                                                                                                                                                                                                                        awards,
                                                                                                                                                                                                                        penalties,
                                                                                                                                                                                                                        fines,
                                                                                                                                                                                                                        costs
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        expenses
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        whatever
                                                                                                                                                                                                                        kind,
                                                                                                                                                                                                                        including
                                                                                                                                                                                                                        reasonable
                                                                                                                                                                                                                        attorneys’
                                                                                                                                                                                                                        fees,
                                                                                                                                                                                                                        arising
                                                                                                                                                                                                                        out
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        resulting
                                                                                                                                                                                                                        from
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        third
                                                                                                                                                                                                                        party
                                                                                                                                                                                                                        claims,
                                                                                                                                                                                                                        suits,
                                                                                                                                                                                                                        actions,
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        proceeding
                                                                                                                                                                                                                        related
                                                                                                                                                                                                                        to,
                                                                                                                                                                                                                        arising
                                                                                                                                                                                                                        out
                                                                                                                                                                                                                        of,
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        resulting
                                                                                                                                                                                                                        from
                                                                                                                                                                                                                        (a)
                                                                                                                                                                                                                        TGHI’s
                                                                                                                                                                                                                        breach
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        representation,
                                                                                                                                                                                                                        warranty,
                                                                                                                                                                                                                        covenant,
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        obligation
                                                                                                                                                                                                                        under
                                                                                                                                                                                                                        this
                                                                                                                                                                                                                        Agreement
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        (b)
                                                                                                                                                                                                                        TGHI’s
                                                                                                                                                                                                                        gross
                                                                                                                                                                                                                        negligence
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        willful
                                                                                                                                                                                                                        misconduct.



 


		9.2.	GTCH
                                                                                                                                                                                                                        will
                                                                                                                                                                                                                        indemnify,
                                                                                                                                                                                                                        defend
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        hold
                                                                                                                                                                                                                        harmless
                                                                                                                                                                                                                        TGHI,
                                                                                                                                                                                                                        its
                                                                                                                                                                                                                        officers,
                                                                                                                                                                                                                        directors,
                                                                                                                                                                                                                        employees,
                                                                                                                                                                                                                        agents,
                                                                                                                                                                                                                        ,
                                                                                                                                                                                                                        successors,
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        assigns
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        inventors
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        invention
                                                                                                                                                                                                                        claimed
                                                                                                                                                                                                                        in
                                                                                                                                                                                                                        patents
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        patent
                                                                                                                                                                                                                        applications
                                                                                                                                                                                                                        under
                                                                                                                                                                                                                        Patent
                                                                                                                                                                                                                        Rights
                                                                                                                                                                                                                        (including
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        Licensed
                                                                                                                                                                                                                        Products
                                                                                                                                                                                                                        contemplated
                                                                                                                                                                                                                        thereunder)
                                                                                                                                                                                                                        against
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        all
                                                                                                                                                                                                                        losses,
                                                                                                                                                                                                                        damages,
                                                                                                                                                                                                                        liabilities,
                                                                                                                                                                                                                        deficiencies,
                                                                                                                                                                                                                        claims,
                                                                                                                                                                                                                        actions,
                                                                                                                                                                                                                        judgments,
                                                                                                                                                                                                                        settlements,
                                                                                                                                                                                                                        interest,
                                                                                                                                                                                                                        awards,
                                                                                                                                                                                                                        penalties,
                                                                                                                                                                                                                        fines,
                                                                                                                                                                                                                        costs
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        expenses
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        whatever
                                                                                                                                                                                                                        kind,
                                                                                                                                                                                                                        including
                                                                                                                                                                                                                        reasonable
                                                                                                                                                                                                                        attorneys’
                                                                                                                                                                                                                        fees,
                                                                                                                                                                                                                        arising
                                                                                                                                                                                                                        out
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        resulting
                                                                                                                                                                                                                        from
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        third
                                                                                                                                                                                                                        party
                                                                                                                                                                                                                        claims,
                                                                                                                                                                                                                        suits,
                                                                                                                                                                                                                        actions,
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        proceeding
                                                                                                                                                                                                                        related
                                                                                                                                                                                                                        to,
                                                                                                                                                                                                                        arising
                                                                                                                                                                                                                        out
                                                                                                                                                                                                                        of,
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        resulting
                                                                                                                                                                                                                        from
                                                                                                                                                                                                                        (i)
                                                                                                                                                                                                                        GTCH’s
                                                                                                                                                                                                                        breach
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        representation,
                                                                                                                                                                                                                        warranty,
                                                                                                                                                                                                                        covenant,
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        obligation
                                                                                                                                                                                                                        under
                                                                                                                                                                                                                        this
                                                                                                                                                                                                                        Agreement
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        (ii)
                                                                                                                                                                                                                        in
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        manufacture,
                                                                                                                                                                                                                        use,
                                                                                                                                                                                                                        sale
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        other
                                                                                                                                                                                                                        transfer
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        Licensed
                                                                                                                                                                                                                        Product
                                                                                                                                                                                                                        by
                                                                                                                                                                                                                        GTCH,
                                                                                                                                                                                                                        including
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        and
                                                                                                                                                                                                                        all
                                                                                                                                                                                                                        expenses,
                                                                                                                                                                                                                        costs,
                                                                                                                                                                                                                        reasonable
                                                                                                                                                                                                                        attorneys’
                                                                                                                                                                                                                        fees,
                                                                                                                                                                                                                        settlement,
                                                                                                                                                                                                                        judgments
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        awards
                                                                                                                                                                                                                        incurred
                                                                                                                                                                                                                        by
                                                                                                                                                                                                                        TGHI
                                                                                                                                                                                                                        in
                                                                                                                                                                                                                        the
                                                                                                                                                                                                                        defense
                                                                                                                                                                                                                        of
                                                                                                                                                                                                                        any
                                                                                                                                                                                                                        such
                                                                                                                                                                                                                        claim
                                                                                                                                                                                                                        or
                                                                                                                                                                                                                        lawsuit.



 


		10.	Representations
                                                                                                                                                                                                                    and
                                                                                                                                                                                                                    Warranties



 


		10.1.	Mutual
                                                                                                                                                                                                                         Representations
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         Warranties.
                                                                                                                                                                                                                         Each
                                                                                                                                                                                                                         party
                                                                                                                                                                                                                         represents
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         warrants
                                                                                                                                                                                                                         to
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         other
                                                                                                                                                                                                                         party
                                                                                                                                                                                                                         that
                                                                                                                                                                                                                         (a)
                                                                                                                                                                                                                         it
                                                                                                                                                                                                                         is
                                                                                                                                                                                                                         duly
                                                                                                                                                                                                                         organized,
                                                                                                                                                                                                                         validly
                                                                                                                                                                                                                         existing,
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         in
                                                                                                                                                                                                                         good
                                                                                                                                                                                                                         standing
                                                                                                                                                                                                                         as
                                                                                                                                                                                                                         a
                                                                                                                                                                                                                         corporation
                                                                                                                                                                                                                         as
                                                                                                                                                                                                                         represented
                                                                                                                                                                                                                         herein
                                                                                                                                                                                                                         under
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         laws
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         regulations
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         its
                                                                                                                                                                                                                         jurisdiction
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         incorporation;
                                                                                                                                                                                                                         (b)
                                                                                                                                                                                                                         it
                                                                                                                                                                                                                         has
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         throughout
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         Term
                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                         retain,
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         full
                                                                                                                                                                                                                         right,
                                                                                                                                                                                                                         power,
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         authority
                                                                                                                                                                                                                         to
                                                                                                                                                                                                                         enter
                                                                                                                                                                                                                         into
                                                                                                                                                                                                                         this
                                                                                                                                                                                                                         Agreement
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         to
                                                                                                                                                                                                                         perform
                                                                                                                                                                                                                         its
                                                                                                                                                                                                                         obligations
                                                                                                                                                                                                                         hereunder;
                                                                                                                                                                                                                         (c)
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         execution
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         this
                                                                                                                                                                                                                         Agreement
                                                                                                                                                                                                                         by
                                                                                                                                                                                                                         its
                                                                                                                                                                                                                         representative
                                                                                                                                                                                                                         whose
                                                                                                                                                                                                                         signature
                                                                                                                                                                                                                         is
                                                                                                                                                                                                                         set
                                                                                                                                                                                                                         forth
                                                                                                                                                                                                                         at
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         end
                                                                                                                                                                                                                         hereof
                                                                                                                                                                                                                         has
                                                                                                                                                                                                                         been
                                                                                                                                                                                                                         duly
                                                                                                                                                                                                                         authorized
                                                                                                                                                                                                                         by
                                                                                                                                                                                                                         all
                                                                                                                                                                                                                         necessary
                                                                                                                                                                                                                         corporate
                                                                                                                                                                                                                         action
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         party;
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         (d)
                                                                                                                                                                                                                         when
                                                                                                                                                                                                                         executed
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         delivered
                                                                                                                                                                                                                         by
                                                                                                                                                                                                                         such
                                                                                                                                                                                                                         party,
                                                                                                                                                                                                                         this
                                                                                                                                                                                                                         Agreement
                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                         constitute
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         legal,
                                                                                                                                                                                                                         valid,
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         binding
                                                                                                                                                                                                                         obligation
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         that
                                                                                                                                                                                                                         party,
                                                                                                                                                                                                                         enforceable
                                                                                                                                                                                                                         against
                                                                                                                                                                                                                         that
                                                                                                                                                                                                                         party
                                                                                                                                                                                                                         in
                                                                                                                                                                                                                         accordance
                                                                                                                                                                                                                         with
                                                                                                                                                                                                                         its
                                                                                                                                                                                                                         terms.



 



    	6



    	 



    

 


		10.2.	Representations
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         Warranties
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         GTCH.
                                                                                                                                                                                                                         GTCH
                                                                                                                                                                                                                         represents
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         warrants
                                                                                                                                                                                                                         to
                                                                                                                                                                                                                         TGHI
                                                                                                                                                                                                                         that:



 


		10.2.1.	the
                                                                                                                                                                                                                             Technology,
                                                                                                                                                                                                                             including
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             Patent
                                                                                                                                                                                                                             Rights
                                                                                                                                                                                                                             and
                                                                                                                                                                                                                             patent
                                                                                                                                                                                                                             applications
                                                                                                                                                                                                                             are
                                                                                                                                                                                                                             all
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             Technology,
                                                                                                                                                                                                                             patents
                                                                                                                                                                                                                             and
                                                                                                                                                                                                                             patent
                                                                                                                                                                                                                             applications
                                                                                                                                                                                                                             owned
                                                                                                                                                                                                                             by
                                                                                                                                                                                                                             GTCH
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             in
                                                                                                                                                                                                                             which
                                                                                                                                                                                                                             GTCH
                                                                                                                                                                                                                             has
                                                                                                                                                                                                                             a
                                                                                                                                                                                                                             licensable
                                                                                                                                                                                                                             interest,
                                                                                                                                                                                                                             that
                                                                                                                                                                                                                             are
                                                                                                                                                                                                                             necessary
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             useful
                                                                                                                                                                                                                             for
                                                                                                                                                                                                                             TGHI
                                                                                                                                                                                                                             to
                                                                                                                                                                                                                             make,
                                                                                                                                                                                                                             have
                                                                                                                                                                                                                             made,
                                                                                                                                                                                                                             use,
                                                                                                                                                                                                                             offer
                                                                                                                                                                                                                             to
                                                                                                                                                                                                                             sell,
                                                                                                                                                                                                                             sell,
                                                                                                                                                                                                                             and
                                                                                                                                                                                                                             import
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             Licensed
                                                                                                                                                                                                                             Products;



 


		10.2.2.	it
                                                                                                                                                                                                                             has
                                                                                                                                                                                                                             control
                                                                                                                                                                                                                             (by
                                                                                                                                                                                                                             ownership,
                                                                                                                                                                                                                             license
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             otherwise)
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             entire
                                                                                                                                                                                                                             right,
                                                                                                                                                                                                                             title,
                                                                                                                                                                                                                             and
                                                                                                                                                                                                                             interest
                                                                                                                                                                                                                             in
                                                                                                                                                                                                                             and
                                                                                                                                                                                                                             to
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             Technology,
                                                                                                                                                                                                                             and
                                                                                                                                                                                                                             is
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             record
                                                                                                                                                                                                                             owner
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             all
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             Technology;



 


		10.2.3.	it
                                                                                                                                                                                                                             has,
                                                                                                                                                                                                                             and
                                                                                                                                                                                                                             throughout
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             Term
                                                                                                                                                                                                                             will
                                                                                                                                                                                                                             retain,
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             unconditional
                                                                                                                                                                                                                             and
                                                                                                                                                                                                                             irrevocable
                                                                                                                                                                                                                             right,
                                                                                                                                                                                                                             power,
                                                                                                                                                                                                                             and
                                                                                                                                                                                                                             authority
                                                                                                                                                                                                                             to
                                                                                                                                                                                                                             grant
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             licenses
                                                                                                                                                                                                                             hereunder;



 


		10.2.4.	neither
                                                                                                                                                                                                                             its
                                                                                                                                                                                                                             grant
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             license,
                                                                                                                                                                                                                             nor
                                                                                                                                                                                                                             its
                                                                                                                                                                                                                             performance
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             any
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             its
                                                                                                                                                                                                                             obligations,
                                                                                                                                                                                                                             under
                                                                                                                                                                                                                             this
                                                                                                                                                                                                                             Agreement
                                                                                                                                                                                                                             does
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             will
                                                                                                                                                                                                                             at
                                                                                                                                                                                                                             any
                                                                                                                                                                                                                             time
                                                                                                                                                                                                                             during
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             Term
                                                                                                                                                                                                                             (i)
                                                                                                                                                                                                                             conflict
                                                                                                                                                                                                                             with
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             violate
                                                                                                                                                                                                                             any
                                                                                                                                                                                                                             applicable
                                                                                                                                                                                                                             law;
                                                                                                                                                                                                                             (ii)
                                                                                                                                                                                                                             require
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             consent,
                                                                                                                                                                                                                             approval,
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             authorization
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             any
                                                                                                                                                                                                                             governmental
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             regulatory
                                                                                                                                                                                                                             authority
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             other
                                                                                                                                                                                                                             third
                                                                                                                                                                                                                             party;
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             (iii)
                                                                                                                                                                                                                             require
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             provision
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             any
                                                                                                                                                                                                                             payment
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             other
                                                                                                                                                                                                                             consideration
                                                                                                                                                                                                                             to
                                                                                                                                                                                                                             any
                                                                                                                                                                                                                             third
                                                                                                                                                                                                                             party;



 


		10.2.5.	it
                                                                                                                                                                                                                             has
                                                                                                                                                                                                                             not
                                                                                                                                                                                                                             granted
                                                                                                                                                                                                                             and
                                                                                                                                                                                                                             will
                                                                                                                                                                                                                             not
                                                                                                                                                                                                                             grant
                                                                                                                                                                                                                             any
                                                                                                                                                                                                                             licenses
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             other
                                                                                                                                                                                                                             contingent
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             non-contingent
                                                                                                                                                                                                                             right,
                                                                                                                                                                                                                             title,
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             interest
                                                                                                                                                                                                                             under
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             relating
                                                                                                                                                                                                                             to
                                                                                                                                                                                                                             Technology,
                                                                                                                                                                                                                             that
                                                                                                                                                                                                                             does
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             will
                                                                                                                                                                                                                             conflict
                                                                                                                                                                                                                             with
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             otherwise
                                                                                                                                                                                                                             affect
                                                                                                                                                                                                                             this
                                                                                                                                                                                                                             Agreement,
                                                                                                                                                                                                                             including
                                                                                                                                                                                                                             any
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             GTCH’s
                                                                                                                                                                                                                             representations,
                                                                                                                                                                                                                             warranties,
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             obligations,
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             TGHI’s
                                                                                                                                                                                                                             rights
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             licenses
                                                                                                                                                                                                                             hereunder;



 


		10.2.6.	there
                                                                                                                                                                                                                             neither
                                                                                                                                                                                                                             are,
                                                                                                                                                                                                                             nor
                                                                                                                                                                                                                             will
                                                                                                                                                                                                                             GTCH
                                                                                                                                                                                                                             at
                                                                                                                                                                                                                             any
                                                                                                                                                                                                                             time
                                                                                                                                                                                                                             during
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             Term
                                                                                                                                                                                                                             enter,
                                                                                                                                                                                                                             any
                                                                                                                                                                                                                             encumbrances,
                                                                                                                                                                                                                             liens,
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             security
                                                                                                                                                                                                                             interests
                                                                                                                                                                                                                             involving
                                                                                                                                                                                                                             any
                                                                                                                                                                                                                             Technology;
                                                                                                                                                                                                                             and



 


		10.2.7.	there
                                                                                                                                                                                                                             is
                                                                                                                                                                                                                             no
                                                                                                                                                                                                                             settled,
                                                                                                                                                                                                                             pending,
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             threatened
                                                                                                                                                                                                                             litigation
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             reissue
                                                                                                                                                                                                                             application,
                                                                                                                                                                                                                             re-examination,
                                                                                                                                                                                                                             post-grant,
                                                                                                                                                                                                                             inter
                                                                                                                                                                                                                             partes,
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             covered
                                                                                                                                                                                                                             business
                                                                                                                                                                                                                             method
                                                                                                                                                                                                                             patent
                                                                                                                                                                                                                             review,
                                                                                                                                                                                                                             interference,
                                                                                                                                                                                                                             derivation,
                                                                                                                                                                                                                             opposition,
                                                                                                                                                                                                                             claim
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             invalidity,
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             other
                                                                                                                                                                                                                             claim
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             proceeding
                                                                                                                                                                                                                             (including
                                                                                                                                                                                                                             in
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             form
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             any
                                                                                                                                                                                                                             offer
                                                                                                                                                                                                                             to
                                                                                                                                                                                                                             obtain
                                                                                                                                                                                                                             a
                                                                                                                                                                                                                             license):
                                                                                                                                                                                                                             (i)
                                                                                                                                                                                                                             alleging
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             unpatentability,
                                                                                                                                                                                                                             invalidity,
                                                                                                                                                                                                                             misuse,
                                                                                                                                                                                                                             unregisterability,
                                                                                                                                                                                                                             unenforceability,
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             noninfringement
                                                                                                                                                                                                                             of,
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             error
                                                                                                                                                                                                                             in
                                                                                                                                                                                                                             any
                                                                                                                                                                                                                             Technology;
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             (ii)
                                                                                                                                                                                                                             challenging
                                                                                                                                                                                                                             GTCH’s
                                                                                                                                                                                                                             ownership
                                                                                                                                                                                                                             of,
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             right
                                                                                                                                                                                                                             to
                                                                                                                                                                                                                             practice
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             license,
                                                                                                                                                                                                                             any
                                                                                                                                                                                                                             Technology,
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             alleging
                                                                                                                                                                                                                             any
                                                                                                                                                                                                                             adverse
                                                                                                                                                                                                                             right,
                                                                                                                                                                                                                             title,
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             interest
                                                                                                                                                                                                                             with
                                                                                                                                                                                                                             respect
                                                                                                                                                                                                                             thereto.



 


		10.3.	Representations
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           Warranties
                                                                                                                                                                                                                           of
                                                                                                                                                                                                                           TGHI.
                                                                                                                                                                                                                           TGHI
                                                                                                                                                                                                                           represents
                                                                                                                                                                                                                           and
                                                                                                                                                                                                                           warrants
                                                                                                                                                                                                                           to
                                                                                                                                                                                                                           GTCH
                                                                                                                                                                                                                           that:



 


		10.3.1.	It
                                                                                                                                                                                                                             has
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             resources,
                                                                                                                                                                                                                             including
                                                                                                                                                                                                                             without
                                                                                                                                                                                                                             limitation
                                                                                                                                                                                                                             capital,
                                                                                                                                                                                                                             facilities,
                                                                                                                                                                                                                             equipment,
                                                                                                                                                                                                                             know-how,
                                                                                                                                                                                                                             personnel,
                                                                                                                                                                                                                             distribution,
                                                                                                                                                                                                                             suppliers,
                                                                                                                                                                                                                             marketing,
                                                                                                                                                                                                                             and
                                                                                                                                                                                                                             customer
                                                                                                                                                                                                                             relationships
                                                                                                                                                                                                                             to
                                                                                                                                                                                                                             commercially
                                                                                                                                                                                                                             sell
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             Technology
                                                                                                                                                                                                                             in
                                                                                                                                                                                                                             a
                                                                                                                                                                                                                             commercially
                                                                                                                                                                                                                             reasonable
                                                                                                                                                                                                                             manner;



 


		10.3.2.	it
                                                                                                                                                                                                                             has
                                                                                                                                                                                                                             control
                                                                                                                                                                                                                             (by
                                                                                                                                                                                                                             ownership,
                                                                                                                                                                                                                             license
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             otherwise)
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             entire
                                                                                                                                                                                                                             right,
                                                                                                                                                                                                                             title,
                                                                                                                                                                                                                             and
                                                                                                                                                                                                                             interest
                                                                                                                                                                                                                             in
                                                                                                                                                                                                                             and
                                                                                                                                                                                                                             to
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             Improvements
                                                                                                                                                                                                                             made
                                                                                                                                                                                                                             by
                                                                                                                                                                                                                             its
                                                                                                                                                                                                                             employees
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             agents;
                                                                                                                                                                                                                             and



 


		10.3.3.	neither
                                                                                                                                                                                                                             its
                                                                                                                                                                                                                             receipt
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             license,
                                                                                                                                                                                                                             nor
                                                                                                                                                                                                                             its
                                                                                                                                                                                                                             performance
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             any
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             its
                                                                                                                                                                                                                             obligations,
                                                                                                                                                                                                                             under
                                                                                                                                                                                                                             this
                                                                                                                                                                                                                             Agreement
                                                                                                                                                                                                                             does
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             will
                                                                                                                                                                                                                             at
                                                                                                                                                                                                                             any
                                                                                                                                                                                                                             time
                                                                                                                                                                                                                             during
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             Term
                                                                                                                                                                                                                             (i)
                                                                                                                                                                                                                             conflict
                                                                                                                                                                                                                             with
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             violate
                                                                                                                                                                                                                             any
                                                                                                                                                                                                                             applicable
                                                                                                                                                                                                                             law;
                                                                                                                                                                                                                             (ii)
                                                                                                                                                                                                                             require
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             consent,
                                                                                                                                                                                                                             approval,
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             authorization
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             any
                                                                                                                                                                                                                             governmental
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             regulatory
                                                                                                                                                                                                                             authority
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             other
                                                                                                                                                                                                                             third
                                                                                                                                                                                                                             party;
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             (iii)
                                                                                                                                                                                                                             require
                                                                                                                                                                                                                             the
                                                                                                                                                                                                                             provision
                                                                                                                                                                                                                             of
                                                                                                                                                                                                                             any
                                                                                                                                                                                                                             payment
                                                                                                                                                                                                                             or
                                                                                                                                                                                                                             other
                                                                                                                                                                                                                             consideration
                                                                                                                                                                                                                             to
                                                                                                                                                                                                                             any
                                                                                                                                                                                                                             third
                                                                                                                                                                                                                             party.



 



    	7



    	 



    

 


		11.	Arbitration



 


		11.1.	Dispute
                                                                                                                                                                                                                         Resolution.
                                                                                                                                                                                                                         The
                                                                                                                                                                                                                         parties
                                                                                                                                                                                                                         hereto
                                                                                                                                                                                                                         agree
                                                                                                                                                                                                                         that
                                                                                                                                                                                                                         all
                                                                                                                                                                                                                         claims,
                                                                                                                                                                                                                         disputes
                                                                                                                                                                                                                         or
                                                                                                                                                                                                                         controversies
                                                                                                                                                                                                                         arising
                                                                                                                                                                                                                         under,
                                                                                                                                                                                                                         out
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         or
                                                                                                                                                                                                                         in
                                                                                                                                                                                                                         connection
                                                                                                                                                                                                                         with
                                                                                                                                                                                                                         this
                                                                                                                                                                                                                         Agreement
                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                         be
                                                                                                                                                                                                                         resolved
                                                                                                                                                                                                                         by
                                                                                                                                                                                                                         binding
                                                                                                                                                                                                                         arbitration
                                                                                                                                                                                                                         under
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         rules
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         American
                                                                                                                                                                                                                         Arbitration
                                                                                                                                                                                                                         Association
                                                                                                                                                                                                                         for
                                                                                                                                                                                                                         commercial
                                                                                                                                                                                                                         disputes
                                                                                                                                                                                                                         by
                                                                                                                                                                                                                         a
                                                                                                                                                                                                                         single
                                                                                                                                                                                                                         mediator.
                                                                                                                                                                                                                         Such
                                                                                                                                                                                                                         arbitration
                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                         be
                                                                                                                                                                                                                         held
                                                                                                                                                                                                                         in
                                                                                                                                                                                                                         Las
                                                                                                                                                                                                                         Vegas,
                                                                                                                                                                                                                         NV
                                                                                                                                                                                                                         or
                                                                                                                                                                                                                         any
                                                                                                                                                                                                                         other
                                                                                                                                                                                                                         forum
                                                                                                                                                                                                                         agreed
                                                                                                                                                                                                                         upon
                                                                                                                                                                                                                         by
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         parties.
                                                                                                                                                                                                                         The
                                                                                                                                                                                                                         parties
                                                                                                                                                                                                                         agree
                                                                                                                                                                                                                         to
                                                                                                                                                                                                                         select
                                                                                                                                                                                                                         a
                                                                                                                                                                                                                         single
                                                                                                                                                                                                                         arbitrator
                                                                                                                                                                                                                         who
                                                                                                                                                                                                                         will
                                                                                                                                                                                                                         establish
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         rules
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         procedure
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         arbitration
                                                                                                                                                                                                                         under
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         applicable
                                                                                                                                                                                                                         rules
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         American
                                                                                                                                                                                                                         Arbitration
                                                                                                                                                                                                                         Association.
                                                                                                                                                                                                                         Both
                                                                                                                                                                                                                         GOPH
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         GBT
                                                                                                                                                                                                                         irrevocably
                                                                                                                                                                                                                         submit
                                                                                                                                                                                                                         to
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         jurisdiction
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         United
                                                                                                                                                                                                                         States
                                                                                                                                                                                                                         District
                                                                                                                                                                                                                         Courts
                                                                                                                                                                                                                         in
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         Central
                                                                                                                                                                                                                         District
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         California
                                                                                                                                                                                                                         for
                                                                                                                                                                                                                         entry
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         any
                                                                                                                                                                                                                         arbitration
                                                                                                                                                                                                                         decision
                                                                                                                                                                                                                         or
                                                                                                                                                                                                                         to
                                                                                                                                                                                                                         obtain
                                                                                                                                                                                                                         any
                                                                                                                                                                                                                         preliminary
                                                                                                                                                                                                                         relief
                                                                                                                                                                                                                         which
                                                                                                                                                                                                                         may
                                                                                                                                                                                                                         be
                                                                                                                                                                                                                         necessary
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         consent
                                                                                                                                                                                                                         to
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         enforcement
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         any
                                                                                                                                                                                                                         award
                                                                                                                                                                                                                         rendered
                                                                                                                                                                                                                         in
                                                                                                                                                                                                                         such
                                                                                                                                                                                                                         arbitration.



 


		12.	Miscellaneous



 


		12.1.	Notices.
                                                                                                                                                                                                                         Notices,
                                                                                                                                                                                                                         approvals,
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         consents
                                                                                                                                                                                                                         required
                                                                                                                                                                                                                         or
                                                                                                                                                                                                                         permitted
                                                                                                                                                                                                                         under
                                                                                                                                                                                                                         this
                                                                                                                                                                                                                         Agreement
                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                         be
                                                                                                                                                                                                                         in
                                                                                                                                                                                                                         writing
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                         be
                                                                                                                                                                                                                         sent
                                                                                                                                                                                                                         by
                                                                                                                                                                                                                         hand
                                                                                                                                                                                                                         or
                                                                                                                                                                                                                         by
                                                                                                                                                                                                                         certified
                                                                                                                                                                                                                         mail,
                                                                                                                                                                                                                         postage
                                                                                                                                                                                                                         prepaid,
                                                                                                                                                                                                                         to
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         address
                                                                                                                                                                                                                         set
                                                                                                                                                                                                                         forth
                                                                                                                                                                                                                         above
                                                                                                                                                                                                                         or
                                                                                                                                                                                                                         to
                                                                                                                                                                                                                         such
                                                                                                                                                                                                                         other
                                                                                                                                                                                                                         addresses
                                                                                                                                                                                                                         as
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         parties
                                                                                                                                                                                                                         may
                                                                                                                                                                                                                         hereafter
                                                                                                                                                                                                                         specify.



 


		12.2.	Waivers.
                                                                                                                                                                                                                         No
                                                                                                                                                                                                                         waiver
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         any
                                                                                                                                                                                                                         right
                                                                                                                                                                                                                         under
                                                                                                                                                                                                                         this
                                                                                                                                                                                                                         Agreement
                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                         be
                                                                                                                                                                                                                         deemed
                                                                                                                                                                                                                         effective
                                                                                                                                                                                                                         unless
                                                                                                                                                                                                                         contained
                                                                                                                                                                                                                         in
                                                                                                                                                                                                                         a
                                                                                                                                                                                                                         writing
                                                                                                                                                                                                                         signed
                                                                                                                                                                                                                         by
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         party
                                                                                                                                                                                                                         charged
                                                                                                                                                                                                                         with
                                                                                                                                                                                                                         such
                                                                                                                                                                                                                         waiver,
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         no
                                                                                                                                                                                                                         waiver
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         any
                                                                                                                                                                                                                         rights
                                                                                                                                                                                                                         arising
                                                                                                                                                                                                                         from
                                                                                                                                                                                                                         any
                                                                                                                                                                                                                         breach
                                                                                                                                                                                                                         or
                                                                                                                                                                                                                         failure
                                                                                                                                                                                                                         to
                                                                                                                                                                                                                         perform
                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                         be
                                                                                                                                                                                                                         deemed
                                                                                                                                                                                                                         to
                                                                                                                                                                                                                         be
                                                                                                                                                                                                                         a
                                                                                                                                                                                                                         waiver
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         any
                                                                                                                                                                                                                         future
                                                                                                                                                                                                                         right
                                                                                                                                                                                                                         or
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         any
                                                                                                                                                                                                                         other
                                                                                                                                                                                                                         right
                                                                                                                                                                                                                         arising
                                                                                                                                                                                                                         under
                                                                                                                                                                                                                         this
                                                                                                                                                                                                                         Agreement.



 


		12.3.	Entire
                                                                                                                                                                                                                         Agreement.
                                                                                                                                                                                                                         This
                                                                                                                                                                                                                         Agreement,
                                                                                                                                                                                                                         together
                                                                                                                                                                                                                         with
                                                                                                                                                                                                                         all
                                                                                                                                                                                                                         schedules
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         exhibits,
                                                                                                                                                                                                                         constitutes
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         sole
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         entire
                                                                                                                                                                                                                         agreement
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         parties
                                                                                                                                                                                                                         with
                                                                                                                                                                                                                         respect
                                                                                                                                                                                                                         to
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         subject
                                                                                                                                                                                                                         matter
                                                                                                                                                                                                                         hereof
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         supersedes
                                                                                                                                                                                                                         all
                                                                                                                                                                                                                         prior
                                                                                                                                                                                                                         agreements
                                                                                                                                                                                                                         whether
                                                                                                                                                                                                                         oral
                                                                                                                                                                                                                         or
                                                                                                                                                                                                                         written.
                                                                                                                                                                                                                         This
                                                                                                                                                                                                                         Agreement
                                                                                                                                                                                                                         may
                                                                                                                                                                                                                         not
                                                                                                                                                                                                                         be
                                                                                                                                                                                                                         modified
                                                                                                                                                                                                                         after
                                                                                                                                                                                                                         its
                                                                                                                                                                                                                         execution
                                                                                                                                                                                                                         except
                                                                                                                                                                                                                         by
                                                                                                                                                                                                                         a
                                                                                                                                                                                                                         writing
                                                                                                                                                                                                                         signed
                                                                                                                                                                                                                         by
                                                                                                                                                                                                                         authorized
                                                                                                                                                                                                                         representatives
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         parties
                                                                                                                                                                                                                         hereto.



 


		12.4.	Further
                                                                                                                                                                                                                         Assurances.
                                                                                                                                                                                                                         Each
                                                                                                                                                                                                                         party
                                                                                                                                                                                                                         shall,
                                                                                                                                                                                                                         upon
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         reasonable
                                                                                                                                                                                                                         request
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         other
                                                                                                                                                                                                                         party,
                                                                                                                                                                                                                         execute
                                                                                                                                                                                                                         such
                                                                                                                                                                                                                         documents
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         perform
                                                                                                                                                                                                                         such
                                                                                                                                                                                                                         acts
                                                                                                                                                                                                                         as
                                                                                                                                                                                                                         may
                                                                                                                                                                                                                         be
                                                                                                                                                                                                                         necessary
                                                                                                                                                                                                                         to
                                                                                                                                                                                                                         give
                                                                                                                                                                                                                         full
                                                                                                                                                                                                                         effect
                                                                                                                                                                                                                         to
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         terms
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         this
                                                                                                                                                                                                                         Agreement.



 


		12.5.	No
                                                                                                                                                                                                                         Conflicts.
                                                                                                                                                                                                                         Each
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         GTCH
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         TGHI
                                                                                                                                                                                                                         represent
                                                                                                                                                                                                                         that
                                                                                                                                                                                                                         they
                                                                                                                                                                                                                         have
                                                                                                                                                                                                                         executed
                                                                                                                                                                                                                         no
                                                                                                                                                                                                                         agreement
                                                                                                                                                                                                                         which
                                                                                                                                                                                                                         is
                                                                                                                                                                                                                         in
                                                                                                                                                                                                                         conflict
                                                                                                                                                                                                                         with
                                                                                                                                                                                                                         this
                                                                                                                                                                                                                         Agreement,
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         agree
                                                                                                                                                                                                                         that
                                                                                                                                                                                                                         no
                                                                                                                                                                                                                         option
                                                                                                                                                                                                                         or
                                                                                                                                                                                                                         license
                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                         be
                                                                                                                                                                                                                         granted
                                                                                                                                                                                                                         on
                                                                                                                                                                                                                         any
                                                                                                                                                                                                                         basis
                                                                                                                                                                                                                         to
                                                                                                                                                                                                                         any
                                                                                                                                                                                                                         third
                                                                                                                                                                                                                         party
                                                                                                                                                                                                                         which
                                                                                                                                                                                                                         is
                                                                                                                                                                                                                         in
                                                                                                                                                                                                                         conflict
                                                                                                                                                                                                                         with
                                                                                                                                                                                                                         this
                                                                                                                                                                                                                         Agreement
                                                                                                                                                                                                                         unless
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         until
                                                                                                                                                                                                                         this
                                                                                                                                                                                                                         Agreement
                                                                                                                                                                                                                         is
                                                                                                                                                                                                                         terminated.



 


		12.6.	Headings.
                                                                                                                                                                                                                         The
                                                                                                                                                                                                                         headings
                                                                                                                                                                                                                         in
                                                                                                                                                                                                                         this
                                                                                                                                                                                                                         Agreement
                                                                                                                                                                                                                         are
                                                                                                                                                                                                                         for
                                                                                                                                                                                                                         reference
                                                                                                                                                                                                                         only
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                         not
                                                                                                                                                                                                                         affect
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         interpretation
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         this
                                                                                                                                                                                                                         Agreement.



 


		12.7.	Severability.
                                                                                                                                                                                                                         If
                                                                                                                                                                                                                         any
                                                                                                                                                                                                                         term
                                                                                                                                                                                                                         or
                                                                                                                                                                                                                         provision
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         this
                                                                                                                                                                                                                         Agreement
                                                                                                                                                                                                                         is
                                                                                                                                                                                                                         or
                                                                                                                                                                                                                         becomes
                                                                                                                                                                                                                         or
                                                                                                                                                                                                                         is
                                                                                                                                                                                                                         deemed
                                                                                                                                                                                                                         invalid,
                                                                                                                                                                                                                         illegal,
                                                                                                                                                                                                                         or
                                                                                                                                                                                                                         unenforceable
                                                                                                                                                                                                                         in
                                                                                                                                                                                                                         any
                                                                                                                                                                                                                         jurisdiction,
                                                                                                                                                                                                                         such
                                                                                                                                                                                                                         provision
                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                         be
                                                                                                                                                                                                                         deemed
                                                                                                                                                                                                                         amended
                                                                                                                                                                                                                         to
                                                                                                                                                                                                                         conform
                                                                                                                                                                                                                         to
                                                                                                                                                                                                                         applicable
                                                                                                                                                                                                                         laws
                                                                                                                                                                                                                         so
                                                                                                                                                                                                                         as
                                                                                                                                                                                                                         to
                                                                                                                                                                                                                         be
                                                                                                                                                                                                                         valid
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         enforceable,
                                                                                                                                                                                                                         or,
                                                                                                                                                                                                                         if
                                                                                                                                                                                                                         it
                                                                                                                                                                                                                         cannot
                                                                                                                                                                                                                         be
                                                                                                                                                                                                                         so
                                                                                                                                                                                                                         amended
                                                                                                                                                                                                                         without
                                                                                                                                                                                                                         materially
                                                                                                                                                                                                                         altering
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         intention
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         parties,
                                                                                                                                                                                                                         it
                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                         be
                                                                                                                                                                                                                         stricken
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         remainder
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         this
                                                                                                                                                                                                                         Agreement
                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                         remain
                                                                                                                                                                                                                         in
                                                                                                                                                                                                                         full
                                                                                                                                                                                                                         force
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         effect.



 


		12.8.	Governing
                                                                                                                                                                                                                         Law.
                                                                                                                                                                                                                         This
                                                                                                                                                                                                                         Agreement
                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                         be
                                                                                                                                                                                                                         governed
                                                                                                                                                                                                                         by
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         construed
                                                                                                                                                                                                                         in
                                                                                                                                                                                                                         accordance
                                                                                                                                                                                                                         with
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         internal
                                                                                                                                                                                                                         laws
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         State
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         Nevada
                                                                                                                                                                                                                         without
                                                                                                                                                                                                                         regard
                                                                                                                                                                                                                         to
                                                                                                                                                                                                                         its
                                                                                                                                                                                                                         conflict
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         law
                                                                                                                                                                                                                         provisions.



 



    	8



    	 



    

 


		12.9.	Counterparts.
                                                                                                                                                                                                                         This
                                                                                                                                                                                                                         Agreement
                                                                                                                                                                                                                         may
                                                                                                                                                                                                                         be
                                                                                                                                                                                                                         executed
                                                                                                                                                                                                                         in
                                                                                                                                                                                                                         counterparts,
                                                                                                                                                                                                                         each
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         which
                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                         be
                                                                                                                                                                                                                         deemed
                                                                                                                                                                                                                         an
                                                                                                                                                                                                                         original,
                                                                                                                                                                                                                         but
                                                                                                                                                                                                                         all
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         which
                                                                                                                                                                                                                         together
                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                         be
                                                                                                                                                                                                                         deemed
                                                                                                                                                                                                                         to
                                                                                                                                                                                                                         be
                                                                                                                                                                                                                         one
                                                                                                                                                                                                                         and
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         same
                                                                                                                                                                                                                         agreement.
                                                                                                                                                                                                                         A
                                                                                                                                                                                                                         signed
                                                                                                                                                                                                                         copy
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         this
                                                                                                                                                                                                                         Agreement
                                                                                                                                                                                                                         delivered
                                                                                                                                                                                                                         by
                                                                                                                                                                                                                         facsimile,
                                                                                                                                                                                                                         e-mail,
                                                                                                                                                                                                                         or
                                                                                                                                                                                                                         other
                                                                                                                                                                                                                         means
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         electronic
                                                                                                                                                                                                                         transmission
                                                                                                                                                                                                                         (to
                                                                                                                                                                                                                         which
                                                                                                                                                                                                                         a
                                                                                                                                                                                                                         signed
                                                                                                                                                                                                                         PDF
                                                                                                                                                                                                                         copy
                                                                                                                                                                                                                         is
                                                                                                                                                                                                                         attached)
                                                                                                                                                                                                                         shall
                                                                                                                                                                                                                         be
                                                                                                                                                                                                                         deemed
                                                                                                                                                                                                                         to
                                                                                                                                                                                                                         have
                                                                                                                                                                                                                         the
                                                                                                                                                                                                                         same
                                                                                                                                                                                                                         legal
                                                                                                                                                                                                                         effect
                                                                                                                                                                                                                         as
                                                                                                                                                                                                                         delivery
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         an
                                                                                                                                                                                                                         original
                                                                                                                                                                                                                         signed
                                                                                                                                                                                                                         copy
                                                                                                                                                                                                                         of
                                                                                                                                                                                                                         this
                                                                                                                                                                                                                         Agreement.



 


		12.10.	Assignment.
                                                                                                                                                                                                                          Except
                                                                                                                                                                                                                          for
                                                                                                                                                                                                                          a
                                                                                                                                                                                                                          sale
                                                                                                                                                                                                                          or
                                                                                                                                                                                                                          transfer
                                                                                                                                                                                                                          of
                                                                                                                                                                                                                          the
                                                                                                                                                                                                                          business
                                                                                                                                                                                                                          to
                                                                                                                                                                                                                          which
                                                                                                                                                                                                                          this
                                                                                                                                                                                                                          Agreement
                                                                                                                                                                                                                          relates,
                                                                                                                                                                                                                          this
                                                                                                                                                                                                                          Agreement
                                                                                                                                                                                                                          may
                                                                                                                                                                                                                          not
                                                                                                                                                                                                                          be
                                                                                                                                                                                                                          assigned
                                                                                                                                                                                                                          or
                                                                                                                                                                                                                          otherwise
                                                                                                                                                                                                                          transferred,
                                                                                                                                                                                                                          nor,
                                                                                                                                                                                                                          except
                                                                                                                                                                                                                          as
                                                                                                                                                                                                                          expressly
                                                                                                                                                                                                                          provided
                                                                                                                                                                                                                          hereunder,
                                                                                                                                                                                                                          may
                                                                                                                                                                                                                          any
                                                                                                                                                                                                                          right
                                                                                                                                                                                                                          or
                                                                                                                                                                                                                          obligations
                                                                                                                                                                                                                          hereunder
                                                                                                                                                                                                                          be
                                                                                                                                                                                                                          assigned
                                                                                                                                                                                                                          or
                                                                                                                                                                                                                          transferred,
                                                                                                                                                                                                                          by
                                                                                                                                                                                                                          either
                                                                                                                                                                                                                          Party
                                                                                                                                                                                                                          without
                                                                                                                                                                                                                          the
                                                                                                                                                                                                                          written
                                                                                                                                                                                                                          consent
                                                                                                                                                                                                                          of
                                                                                                                                                                                                                          the
                                                                                                                                                                                                                          other
                                                                                                                                                                                                                          Party;
                                                                                                                                                                                                                          provided,
                                                                                                                                                                                                                          however,
                                                                                                                                                                                                                          that
                                                                                                                                                                                                                          GTCH
                                                                                                                                                                                                                          may,
                                                                                                                                                                                                                          without
                                                                                                                                                                                                                          such
                                                                                                                                                                                                                          consent,
                                                                                                                                                                                                                          assign
                                                                                                                                                                                                                          this
                                                                                                                                                                                                                          Agreement
                                                                                                                                                                                                                          only
                                                                                                                                                                                                                          in
                                                                                                                                                                                                                          its
                                                                                                                                                                                                                          entirety
                                                                                                                                                                                                                          to
                                                                                                                                                                                                                          a
                                                                                                                                                                                                                          GTCH
                                                                                                                                                                                                                          affiliate
                                                                                                                                                                                                                          or
                                                                                                                                                                                                                          subsidiary,
                                                                                                                                                                                                                          provided
                                                                                                                                                                                                                          that
                                                                                                                                                                                                                          GBT
                                                                                                                                                                                                                          is
                                                                                                                                                                                                                          not
                                                                                                                                                                                                                          in
                                                                                                                                                                                                                          breach
                                                                                                                                                                                                                          of
                                                                                                                                                                                                                          this
                                                                                                                                                                                                                          Agreement
                                                                                                                                                                                                                          at
                                                                                                                                                                                                                          such
                                                                                                                                                                                                                          time
                                                                                                                                                                                                                          and
                                                                                                                                                                                                                          provided
                                                                                                                                                                                                                          further
                                                                                                                                                                                                                          than
                                                                                                                                                                                                                          GTCH
                                                                                                                                                                                                                          remains
                                                                                                                                                                                                                          liable
                                                                                                                                                                                                                          for
                                                                                                                                                                                                                          all
                                                                                                                                                                                                                          obligations
                                                                                                                                                                                                                          that
                                                                                                                                                                                                                          accrue
                                                                                                                                                                                                                          prior
                                                                                                                                                                                                                          to
                                                                                                                                                                                                                          such
                                                                                                                                                                                                                          assignment
                                                                                                                                                                                                                          hereunder.
                                                                                                                                                                                                                          Any
                                                                                                                                                                                                                          purported
                                                                                                                                                                                                                          assignment
                                                                                                                                                                                                                          in
                                                                                                                                                                                                                          violation
                                                                                                                                                                                                                          of
                                                                                                                                                                                                                          the
                                                                                                                                                                                                                          preceding
                                                                                                                                                                                                                          sentence
                                                                                                                                                                                                                          shall
                                                                                                                                                                                                                          be
                                                                                                                                                                                                                          void.
                                                                                                                                                                                                                          Any
                                                                                                                                                                                                                          permitted
                                                                                                                                                                                                                          assignee
                                                                                                                                                                                                                          shall
                                                                                                                                                                                                                          assume
                                                                                                                                                                                                                          all
                                                                                                                                                                                                                          obligations
                                                                                                                                                                                                                          of
                                                                                                                                                                                                                          its
                                                                                                                                                                                                                          assignor
                                                                                                                                                                                                                          under
                                                                                                                                                                                                                          this
                                                                                                                                                                                                                          Agreement.



 


		12.11.	Force
                                                                                                                                                                                                                          Majeure.
                                                                                                                                                                                                                          Neither
                                                                                                                                                                                                                          party
                                                                                                                                                                                                                          shall
                                                                                                                                                                                                                          be
                                                                                                                                                                                                                          held
                                                                                                                                                                                                                          liable
                                                                                                                                                                                                                          or
                                                                                                                                                                                                                          responsible
                                                                                                                                                                                                                          to
                                                                                                                                                                                                                          the
                                                                                                                                                                                                                          other
                                                                                                                                                                                                                          party,
                                                                                                                                                                                                                          nor
                                                                                                                                                                                                                          be
                                                                                                                                                                                                                          deemed
                                                                                                                                                                                                                          to
                                                                                                                                                                                                                          have
                                                                                                                                                                                                                          defaulted
                                                                                                                                                                                                                          under
                                                                                                                                                                                                                          or
                                                                                                                                                                                                                          breached
                                                                                                                                                                                                                          this
                                                                                                                                                                                                                          Agreement,
                                                                                                                                                                                                                          for
                                                                                                                                                                                                                          failure
                                                                                                                                                                                                                          or
                                                                                                                                                                                                                          delay
                                                                                                                                                                                                                          in
                                                                                                                                                                                                                          fulfilling
                                                                                                                                                                                                                          or
                                                                                                                                                                                                                          performing
                                                                                                                                                                                                                          any
                                                                                                                                                                                                                          term
                                                                                                                                                                                                                          of
                                                                                                                                                                                                                          this
                                                                                                                                                                                                                          Agreement
                                                                                                                                                                                                                          when
                                                                                                                                                                                                                          such
                                                                                                                                                                                                                          failure
                                                                                                                                                                                                                          or
                                                                                                                                                                                                                          delay
                                                                                                                                                                                                                          is
                                                                                                                                                                                                                          caused
                                                                                                                                                                                                                          by
                                                                                                                                                                                                                          or
                                                                                                                                                                                                                          results
                                                                                                                                                                                                                          from
                                                                                                                                                                                                                          causes
                                                                                                                                                                                                                          beyond
                                                                                                                                                                                                                          the
                                                                                                                                                                                                                          reasonable
                                                                                                                                                                                                                          control
                                                                                                                                                                                                                          of
                                                                                                                                                                                                                          the
                                                                                                                                                                                                                          affected
                                                                                                                                                                                                                          party,
                                                                                                                                                                                                                          including,
                                                                                                                                                                                                                          but
                                                                                                                                                                                                                          not
                                                                                                                                                                                                                          limited
                                                                                                                                                                                                                          to,
                                                                                                                                                                                                                          fire
                                                                                                                                                                                                                          or
                                                                                                                                                                                                                          floods;
                                                                                                                                                                                                                          embargoes,
                                                                                                                                                                                                                          war,
                                                                                                                                                                                                                          acts
                                                                                                                                                                                                                          of
                                                                                                                                                                                                                          war
                                                                                                                                                                                                                          (whether
                                                                                                                                                                                                                          war
                                                                                                                                                                                                                          be
                                                                                                                                                                                                                          declared
                                                                                                                                                                                                                          or
                                                                                                                                                                                                                          not),
                                                                                                                                                                                                                          insurrections,
                                                                                                                                                                                                                          riots,
                                                                                                                                                                                                                          or
                                                                                                                                                                                                                          civil
                                                                                                                                                                                                                          commotions;
                                                                                                                                                                                                                          strikes,
                                                                                                                                                                                                                          lockouts,
                                                                                                                                                                                                                          or
                                                                                                                                                                                                                          other
                                                                                                                                                                                                                          labor
                                                                                                                                                                                                                          disturbances;
                                                                                                                                                                                                                          acts
                                                                                                                                                                                                                          of
                                                                                                                                                                                                                          God;
                                                                                                                                                                                                                          or
                                                                                                                                                                                                                          acts,
                                                                                                                                                                                                                          omissions,
                                                                                                                                                                                                                          or
                                                                                                                                                                                                                          delays
                                                                                                                                                                                                                          in
                                                                                                                                                                                                                          acting
                                                                                                                                                                                                                          by
                                                                                                                                                                                                                          any
                                                                                                                                                                                                                          governmental
                                                                                                                                                                                                                          authority
                                                                                                                                                                                                                          or
                                                                                                                                                                                                                          the
                                                                                                                                                                                                                          other
                                                                                                                                                                                                                          party;
                                                                                                                                                                                                                          provided,
                                                                                                                                                                                                                          however,
                                                                                                                                                                                                                          it
                                                                                                                                                                                                                          is
                                                                                                                                                                                                                          understood
                                                                                                                                                                                                                          that
                                                                                                                                                                                                                          this
                                                                                                                                                                                                                          Section
                                                                                                                                                                                                                          is
                                                                                                                                                                                                                          intended
                                                                                                                                                                                                                          only
                                                                                                                                                                                                                          to
                                                                                                                                                                                                                          suspend
                                                                                                                                                                                                                          and
                                                                                                                                                                                                                          not
                                                                                                                                                                                                                          discharge
                                                                                                                                                                                                                          a
                                                                                                                                                                                                                          party’s
                                                                                                                                                                                                                          obligations
                                                                                                                                                                                                                          under
                                                                                                                                                                                                                          this
                                                                                                                                                                                                                          Agreement
                                                                                                                                                                                                                          and
                                                                                                                                                                                                                          that
                                                                                                                                                                                                                          when
                                                                                                                                                                                                                          the
                                                                                                                                                                                                                          causes
                                                                                                                                                                                                                          of
                                                                                                                                                                                                                          the
                                                                                                                                                                                                                          failure
                                                                                                                                                                                                                          or
                                                                                                                                                                                                                          delay
                                                                                                                                                                                                                          are
                                                                                                                                                                                                                          removed
                                                                                                                                                                                                                          or
                                                                                                                                                                                                                          alleviated,
                                                                                                                                                                                                                          the
                                                                                                                                                                                                                          affected
                                                                                                                                                                                                                          party
                                                                                                                                                                                                                          shall
                                                                                                                                                                                                                          resume
                                                                                                                                                                                                                          performance
                                                                                                                                                                                                                          of
                                                                                                                                                                                                                          its
                                                                                                                                                                                                                          obligations
                                                                                                                                                                                                                          hereunder.



 


		12.12.	Survival.
                                                                                                                                                                                                                            Any
                                                                                                                                                                                                                            termination
                                                                                                                                                                                                                            pursuant
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            Article
                                                                                                                                                                                                                            9
                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                            not
                                                                                                                                                                                                                            affect
                                                                                                                                                                                                                            either
                                                                                                                                                                                                                            party’s
                                                                                                                                                                                                                            rights
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            obligations
                                                                                                                                                                                                                            with
                                                                                                                                                                                                                            respect
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            any
                                                                                                                                                                                                                            Licensed
                                                                                                                                                                                                                            Products
                                                                                                                                                                                                                            made
                                                                                                                                                                                                                            with
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            use
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            any
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            Trade
                                                                                                                                                                                                                            Secrets
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            Technology
                                                                                                                                                                                                                            prior
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            such
                                                                                                                                                                                                                            termination.
                                                                                                                                                                                                                            The
                                                                                                                                                                                                                            rights
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            obligations
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            parties
                                                                                                                                                                                                                            set
                                                                                                                                                                                                                            forth
                                                                                                                                                                                                                            in
                                                                                                                                                                                                                            this
                                                                                                                                                                                                                            Section
                                                                                                                                                                                                                            12.12,
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            any
                                                                                                                                                                                                                            right,
                                                                                                                                                                                                                            obligation,
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            required
                                                                                                                                                                                                                            performance
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            parties
                                                                                                                                                                                                                            in
                                                                                                                                                                                                                            this
                                                                                                                                                                                                                            Agreement
                                                                                                                                                                                                                            which,
                                                                                                                                                                                                                            by
                                                                                                                                                                                                                            its
                                                                                                                                                                                                                            express
                                                                                                                                                                                                                            terms
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            nature
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            context
                                                                                                                                                                                                                            is
                                                                                                                                                                                                                            intended
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            survive
                                                                                                                                                                                                                            termination
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            expiration
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            this
                                                                                                                                                                                                                            Agreement,
                                                                                                                                                                                                                            will
                                                                                                                                                                                                                            survive
                                                                                                                                                                                                                            any
                                                                                                                                                                                                                            such
                                                                                                                                                                                                                            termination
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            expiration.



 


		12.13.	Independent
                                                                                                                                                                                                                            Contractors.
                                                                                                                                                                                                                            The
                                                                                                                                                                                                                            relationship
                                                                                                                                                                                                                            between
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            parties
                                                                                                                                                                                                                            is
                                                                                                                                                                                                                            that
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            independent
                                                                                                                                                                                                                            contractors.
                                                                                                                                                                                                                            Nothing
                                                                                                                                                                                                                            contained
                                                                                                                                                                                                                            in
                                                                                                                                                                                                                            this
                                                                                                                                                                                                                            Agreement
                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                            be
                                                                                                                                                                                                                            construed
                                                                                                                                                                                                                            as
                                                                                                                                                                                                                            creating
                                                                                                                                                                                                                            any
                                                                                                                                                                                                                            agency,
                                                                                                                                                                                                                            partnership,
                                                                                                                                                                                                                            joint
                                                                                                                                                                                                                            venture,
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            other
                                                                                                                                                                                                                            form
                                                                                                                                                                                                                            of
                                                                                                                                                                                                                            joint
                                                                                                                                                                                                                            enterprise,
                                                                                                                                                                                                                            employment,
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            fiduciary
                                                                                                                                                                                                                            relationship
                                                                                                                                                                                                                            between
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            parties,
                                                                                                                                                                                                                            and
                                                                                                                                                                                                                            neither
                                                                                                                                                                                                                            party
                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                            have
                                                                                                                                                                                                                            authority
                                                                                                                                                                                                                            to
                                                                                                                                                                                                                            contract
                                                                                                                                                                                                                            for
                                                                                                                                                                                                                            or
                                                                                                                                                                                                                            bind
                                                                                                                                                                                                                            the
                                                                                                                                                                                                                            other
                                                                                                                                                                                                                            party
                                                                                                                                                                                                                            in
                                                                                                                                                                                                                            any
                                                                                                                                                                                                                            manner
                                                                                                                                                                                                                            whatsoever.



 


Signature page
follows


 






    	9



    	 



    

 


IN WITNESS WHEREOF, the
parties have executed this Exclusive Intellectual Property License and Royalty Agreement by their respective authorized representatives
this day of September, 2018.


 





	 	GBT TECHNOLOGIES INC.
	 	 	 
	 	By:	 
	 	Name:	MANSOUR KHATIB
	 	Title:	CEO
	 	 	 
	 	TOUCHPOINT HOLDINGS INC.
	 	 	 
	 	By:	 
	 	Name:	MARK WHITE
	 	Title:	CEO








 



    	10



    	 



    

 





Exhibit A


 


Patent Rights


 


Systems and methods of converting electronic transmissions into
digital currency as reflected in that certain patent filed with the United Stated Patent and Trademark Office on or about June
14, 2018 (EFS ID: 32893586; Application Number: 16008069; Type: Utility under 35 USC 111(a); Confirmation Number: 6787)


 


11