QUALCOMM.
SUCH
RECORDS (TOGETHER WITH ALL SUPPORTING INFORMATION) SHALL BE INCLUDED IN THE
RECORDS DESCRIBED HEREIN AND SUBJECT TO AUDIT BY QUALCOMM AS PROVIDED IN THIS
SECTION.
LICENSEE'S AGREEMENTS WITH ITS SUBLICENSEES SHALL EXPRESSLY STATE THAT
QUALCOMM SHALL BE ABLE TO ENFORCE RIGHTS UNDER SECTION 1.4.2 BELOW DIRECTLY
AGAINST ANY SUCH SUBLICENSEE.
LICENSEE SHALL FURNISH QUALCOMM WITHIN THIRTY
(30) DAYS AFTER THE END OF EACH CALENDAR QUARTER A CERTIFICATE, IN THE FORM
ATTACHED HERETO AS EXHIBIT A, SIGNED BY A RESPONSIBLE OFFICIAL OF LICENSEE
SHOWING THE TRANSACTIONS AND CORRESPONDING AMOUNTS DURING SAID CALENDAR QUARTER
AND ANY OTHER INFORMATION AS MAY BE REASONABLY REQUESTED BY QUALCOMM.
14.2
AUDITS.
QUALCOMM MAY, NO MORE THAN ONCE EACH
CALENDAR YEAR, CONDUCT (ITSELF OR THROUGH ITS AGENT) AN AUDIT ON REASONABLE
NOTICE OF LICENSEE'S APPLICABLE BOOKS AND RECORDS TO CONFIRM THAT LICENSEE HAS
NOT UNDERPAID ROYALTIES DUE TO QUALCOMM IN FULFILLING ITS OBLIGATIONS UNDER THE
TERMS AND CONDITIONS SET FORTH IN SECTION 5.2 ABOVE.
QUALCOMM'S WRITTEN NOTICE
TO LICENSEE OF QUALCOMM'S INTENTION TO AUDIT LICENSEE'S BOOKS AND RECORDS SHALL
INCLUDE A PROPOSED COMMENCEMENT DATE FOR SUCH AUDIT, SUCH PROPOSED COMMENCEMENT
DATE TO BE NO EARLIER THAN THIRTY (30) DAYS AFTER THE DATE OF SUCH NOTICE.
LICENSEE AGREES TO ALLOW THE AUDIT TO COMMENCE NO LATER THAN THIRTY (30) DAYS
AFTER QUALCOMM'S PROPOSED AUDIT COMMENCEMENT DATE.
LICENSEE FURTHER AGREES TO
HAVE ASSEMBLED IN A SINGLE LOCATION THE NECESSARY BOOKS AND RECORDS FOR SUCH
AUDIT TO BE CARRIED OUT AND SHALL MAKE AVAILABLE SUCH PERSONNEL AS ARE
REASONABLY NECESSARY TO INTERPRET AND EXPLAIN SUCH BOOKS AND RECORDS.
THE COST
OF SUCH AUDIT, OTHER THAN LICENSEE'S COST OF PROVIDING ITS BOOKS,
15
RECORDS AND PERSONNEL, SHALL BE BORNE BY QUALCOMM, UNLESS SUCH AUDIT DETERMINES
THAT THE LICENSEE HAS UNDERPAID THE ROYALTIES DUE HEREUNDER BY [***]; IN WHICH
CASE, LICENSEE SHALL, IN ADDITION TO PAYING THE DEFICIENCY PLUS LATE PAYMENT
CHARGES, PAY THE COST OF SUCH AUDIT.
LICENSEE SHALL PRESERVE AND MAINTAIN ALL
SUCH BOOKS AND, RECORDS REQUIRED FOR AUDIT FOR A PERIOD OF FIVE (5) YEARS AFTER
THE CALENDAR QUARTER FOR WHICH THE BOOKS AND RECORDS APPLY.
15.
ASSIGNMENT.
Except as provided in this clause, LICENSEE shall not assign this Agreement or
any right or interest under this Agreement, nor delegate any work or obligation
to be performed under this Agreement (an "assignment"), without QUALCOMM's prior
written consent, which consent shall be at QUALCOMM's sole discretion.
Any
attempted assignment in contravention of this Section 15 shall be void and
ineffective.
For purposes of this Agreement, an "assignment" by LICENSEE under
this Section shall be deemed to include, without limitation, the following:
(a)
a change in the beneficial ownership of LICENSEE of greater than fifty percent
(50%) (whether in a single transaction or a series of related transactions) if
LICENSEE is a partnership, trust, limited liability company or other like
entity; (b) the acquisition of more than fifty percent (50%) of any class of
LICENSEE's voting stock (or any class of non-voting security convertible into
voting stock) by