BI-WEEKLY BASIS.
PAYMENT BY LICENSEE WITH RESPECT TO SUCH INVOICES SHALL BE ON
[***] BASIS AFTER THE DATE OF THE INVOICE.
QUALCOMM MAY TERMINATE SUCH
ADDITIONAL TECHNICAL ASSISTANCE AT ANY TIME UPON WRITTEN NOTICE TO LICENSEE.
THIS AGREEMENT
6
SHALL NOT REQUIRE QUALCOMM TO PROVIDE ANY TECHNICAL ASSISTANCE RELATING TO THE
DESIGN OF COMPONENTS OR ANY TECHNICAL ASSISTANCE NOT RELATED TO SUBSCRIBER
UNITS.
4.2
LIMITATION ON DELIVERABLES.
NOTHING HEREIN
SHALL REQUIRE THE DELIVERY OF ANY DOCUMENTATION, INCLUDING BUT NOT LIMITED TO:
(A) ANY MASK SETS DEVELOPED BY QUALCOMM, (B) ANY MICRO-CODE FOR EMBEDDED
PROCESSORS OR (C) ANY OF THE DETAILED ALGORITHMS FOR THE COMPONENTS OR THE
SUBSCRIBER UNIT MICROPROCESSOR.
4.3
REPRESENTATIONS AND LIMITATIONS ON FURNISHED
INFORMATION.
QUALCOMM SHALL USE REASONABLE COMMERCIAL EFFORTS TO VERIFY THE
ACCURACY OF THE INFORMATION FURNISHED BY IT HEREUNDER, BUT QUALCOMM SHALL NOT BE
LIABLE FOR DAMAGES ARISING OUT OF OR RESULTING FROM ANYTHING MADE AVAILABLE
HEREUNDER OR THE USE THEREOF NOR BE LIABLE TO LICENSEE FOR CONSEQUENTIAL,
SPECIAL OR INCIDENTAL DAMAGES UNDER ANY CIRCUMSTANCES.
THE SOLE OBLIGATION OF
QUALCOMM WITH RESPECT TO SUCH INFORMATION SHALL, SUBJECT TO THE OTHER PROVISIONS
HEREIN OR IN OTHER WRITTEN AGREEMENTS BETWEEN THE PARTIES, BE TO FURNISH IT TO
LICENSEE.
QUALCOMM SHALL HAVE NO RESPONSIBILITY FOR THE ABILITY OF LICENSEE TO
USE SUCH INFORMATION, THE QUALITY OR PERFORMANCE OF THE PRODUCTS PRODUCED
THEREFROM BY LICENSEE, OR THE CLAIMS OF THIRD PARTIES ARISING FROM THE USE OF
SUCH PRODUCTS OR INFORMATION.
QUALCOMM DOES NOT WARRANT AND SHALL NOT BE
RESPONSIBLE FOR ANY DESIGN, SPECIFICATION, DRAWING, BLUEPRINT, REPRODUCED
TRACING, OR OTHER DATA OR INFORMATION FURNISHED BY IT TO LICENSEE, EXCEPT THAT
IT SHALL FURNISH SUCH IN GOOD FAITH TO THE BEST OF QUALCOMM'S KNOWLEDGE AND
ABILITY.
5.
QUALCOMM LICENSE.
5.1
GRANT OF LICENSE FROM QUALCOMM.
SUBJECT TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO TIMELY
PAYMENT OF THE LICENSE FEES AND ROYALTIES SET FORTH HEREIN, QUALCOMM HEREBY
GRANTS TO LICENSEE A PERSONAL, NONTRANSFERABLE, WORLDWIDE AND NONEXCLUSIVE
LICENSE UNDER QUALCOMM'S INTELLECTUAL PROPERTY SOLELY FOR WIRELESS APPLICATIONS
TO (A) MAKE (AND HAVE MADE), IMPORT AND USE SUBSCRIBER UNITS, (B) SELL
SUBSCRIBER UNITS, BUT ONLY TO UNLICENSED CUSTOMERS (I.E., THIS PROVISION DOES
NOT GRANT LICENSEE A LICENSE OR ANY RIGHTS TO DIRECTLY OR INDIRECTLY SELL
SUBSCRIBER UNITS TO LICENSED CUSTOMERS), AND (C) TO MAKE (AND HAVE MADE)
COMPONENTS (PROVIDED SUCH COMPONENTS HAVE BEEN DESIGNED EXCLUSIVELY BY LICENSEE
AND WHICH DESIGN IS OWNED AND USED EXCLUSIVELY BY LICENSEE) AND IMPORT, USE,
SELL, LEASE AND OTHERWISE DISPOSE OF SUCH COMPONENTS BUT ONLY IF SUCH COMPONENTS
ARE INCLUDED AS PART OF AND WITHIN COMPLETE SUBSCRIBER UNITS SOLD BY LICENSEE IN
ACCORDANCE WITH THIS SECTION 5.1 (OR AS REPLACEMENT PARTS FOR SUCH SUBSCRIBER
UNITS PREVIOUSLY SOLD BY LICENSEE). NO OTHER, FURTHER OR DIFFERENT LICENSE IS
HEREBY GRANTED OR IMPLIED.
5.1.1
SALES TO LICENSED CUSTOMERS.
ALTHOUGH LICENSEE IS
NOT LICENSED BY QUALCOMM HEREUNDER TO SELL SUBSCRIBER UNITS TO LICENSED
CUSTOMERS, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO PROHIBIT LICENSEE
FROM MAKING OR SELLING