THE CHARGES TO OTHER THIRD PARTIES
UTILIZING COMPARABLE VOLUMES, IF AND TO THE EXTENT THAT LESSOR DEPLOYS A
TERRESTRIAL SYSTEM AND IT IS COMPATIBLE WITH THE SYSTEM LESSEE PLANS TO
DEVELOP.
LESSOR AND LESSEE SHALL EACH HAVE ACCESS TO THE OTHER PARTY'S SYSTEM
AND NETWORK UNDER REASONABLE COMMERCIAL TERMS INCLUDING "MOST FAVORED NATIONS"
PRICING FOR COMPARABLE VOLUMES.
THE AGREEMENT GRANTING SUCH MUTUAL ACCESS SHALL
INCLUDE A COMMITMENT OF LESSOR TO PROVIDE, FOLLOWING THE DATE OF LAUNCH OF
LESSOR'S SECOND-GENERATION SATELLITES AND GROUND INFRASTRUCTURE AND THE
COMMENCEMENT OF SERVICES OVER SUCH SATELLITES AND GROUND INFRASTRUCTURE (THE
"SECOND GENERATION START DATE"), A PROMOTIONAL RATE TO LESSEE'S CUSTOMERS WITHIN
THE LEASED TERRITORIES AT SUCH TIME CONSISTING OF FREE SATELLITE AIRTIME ON
LESSOR'S MSS SYSTEM FOR A PERIOD OF 90 DAYS FROM THE SECOND GENERATION START
DATE.
IN ADDITION, LESSOR AGREES TO OFFER TO LESSEE "MOST FAVORED NATIONS"
PRICING FOR COMPARABLE VOLUMES OF LESSOR'S PRODUCTS AND SERVICES FOR USE OVER
LESSOR'S MSS SYSTEM PURSUANT TO LESSOR'S STANDARD COMMERCIAL AGREEMENTS.
LESSEE
SHALL BE RESPONSIBLE FOR THE COSTS OF DEVELOPMENT OF THE EQUIPMENT NECESSARY TO
COMPLY WITH THE FCC'S "SAFE HARBOR" RULE FOR ATC SERVICES.
LESSEE SHALL BE
RESPONSIBLE FOR TYPE CERTIFICATION FOR SUCH EQUIPMENT, AND LESSOR SHALL
COOPERATE REASONABLY WITH LESSEE IN SUPPORT OF LESSEE'S COMPLETION OF SUCH TYPE
18
CERTIFICATION.
FOR SO LONG AS LESSOR REMAINS IN COMPLIANCE WITH
SECTION 10(K)(I) HEREOF, LESSEE HEREBY GRANTS TO LESSOR A ROYALTY-FREE WORLDWIDE
LICENSE TO USE ALL DESIGNS, METHODS AND OTHER INTELLECTUAL PROPERTY RIGHTS
ASSOCIATED WITH THE EQUIPMENT DEVELOPED BY LESSEE IN CONNECTION WITH ITS SERVICE
OFFERING.
SUCH GRANT OF LICENSE SHALL SURVIVE ANY TERMINATION OF THIS LEASE
AGREEMENT, NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN SECTION 14
HEREOF, AND SHALL REMAIN IN FORCE SO LONG AS LESSOR REMAINS IN COMPLIANCE WITH
SECTION 10(K)(I) HEREOF.
(I)
SPECTRUM PRICING.
LESSOR WILL NOT ENTER
INTO ANY COVERED SPECTRUM LEASE (DEFINED AS FOLLOWS) AT A PRICE THAT IS, AS
DETERMINED BY LESSOR IN ITS GOOD FAITH JUDGMENT, MORE FAVORABLE THAN THE PRICE
AFFORDED TO LESSEE FOR THE INITIAL MARKETS IN THIS LEASE AGREEMENT, TAKING INTO
ACCOUNT ALL ASPECTS OF THIS LEASE AGREEMENT AND THE COVERED SPECTRUM LEASE,
INCLUDING (AS APPLICABLE) FIXED PRICES FOR UPFRONT PURCHASES OR DEPOSITS, FIXED
LEASE PAYMENTS, VARIABLE LEASE PAYMENTS, DISCOUNT RATES, CPI ADJUSTMENTS, AND
OTHER RELEVANT FACTORS.
"COVERED SPECTRUM LEASE" MEANS A LEASE OF GSAT SPECTRUM
FOR USE IN PROVIDING SERVICES IN MARKETS OUTSIDE THE [*].
IF LESSEE DISAGREES
WITH ANY OF LESSOR'S GOOD FAITH DETERMINATIONS UNDER THIS SUBSECTION, LESSEE MAY
OBJECT TO SUCH DETERMINATION ONLY BY DELIVERING WRITTEN NOTICE OF SUCH OBJECTION
TO LESSOR WITHIN 10 BUSINESS DAYS FOLLOWING LESSOR'S DELIVERY OF NOTICE OF SUCH
DETERMINATION TO LESSEE.
THE PARTIES WILL THEREAFTER NEGOTIATE IN GOOD FAITH IN
AN ATTEMPT TO RESOLVE SUCH DISAGREEMENT.
IF THE PARTIES CANNOT REACH AGREEMENT
WITHIN 30 DAYS AFTER LESSEE'S OBJECTION NOTICE, THE MATTER WILL BE RESOLVED BY A
PANEL OF THREE INDEPENDENT INDUSTRY EXPERTS PURSUANT TO THE PROCESS SET FORTH IN
SECTION 7(C) HEREOF.
(F)
BETA TEST.
AS