EFFECT BY GIVING WRITTEN NOTICE OF TERMINATION TO THE OTHER PARTY AT ANY TIME
UPON OR BEFORE THE LATER OF (I) SIXTY (60) DAYS AFTER THE OCCURRENCE OF ANY OF
THE EVENTS WITH RESPECT TO SUCH OTHER PARTY (UNLESS SUCH EVENT CEASES WITHIN
SUCH PERIOD), OR (II) SIXTY (60) DAYS AFTER RECEIPT OF THE NOTICE (UNLESS SUCH
EVENT CEASES WITHIN SUCH PERIOD).
13.4
TERMINATION IN THE EVENT OF LITIGATION.
THE
LICENSE FROM QUALCOMM TO LICENSEE SHALL TERMINATE IN THE EVENT THAT LICENSEE
INITIATES ANY LITIGATION AGAINST QUALCOMM OR ITS AFFILIATES THAT INCLUDES ANY
CLAIM FOR INTELLECTUAL PROPERTY INFRINGEMENT AND LICENSEE DOES NOT PREVAIL ON
ALL SUCH INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.
13.5
RIGHTS UPON TERMINATION.
UPON ANY TERMINATION OF
THIS AGREEMENT ALL LICENSES GRANTED BY QUALCOMM HEREUNDER SHALL ALSO TERMINATE
AND LICENSEE SHALL IMMEDIATELY CEASE USING ANY OF QUALCOMM'S INTELLECTUAL
PROPERTY AND RETURN OR DESTROY ALL INFORMATION AND DOCUMENTATION FURNISHED BY
QUALCOMM TO LICENSEE.
THE LICENSES GRANTED BY
14
LICENSEE HEREUNDER SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND REMAIN IN
FULL FORCE AND EFFECT THEREAFTER UNTIL ALL OF LICENSEE'S INTELLECTUAL PROPERTY
HAS EXPIRED; EXCEPT THAT, UPON TERMINATION OF THIS AGREEMENT BY LICENSEE FOR
CAUSE, ALL LICENSES GRANTED BY LICENSEE HEREUNDER SHALL ALSO TERMINATE AND
QUALCOMM SHALL IMMEDIATELY CEASE USING ANY OF LICENSEE'S INTELLECTUAL PROPERTY.
ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT UNDER THIS SECTION 13 SHALL NOT
RELIEVE LICENSEE FROM ITS OBLIGATION UNDER SECTION 1.4 HEREOF TO MAKE A REPORT
OR FROM ITS LIABILITY FOR PAYMENT OF ROYALTIES ON LICENSED PRODUCTS SOLD ON OR
PRIOR TO THE DATE OF SUCH TERMINATION AND SHALL NOT PREJUDICE THE RIGHT TO
RECOVER THE FULL AMOUNT OF THE UP-FRONT LICENSE FEE AND ANY ROYALTIES OR OTHER
SUMS DUE OR ACCRUED AT THE TIME OF SUCH TERMINATION AND SHALL NOT PREJUDICE ANY
CAUSE OF ACTION OR CLAIM ACCRUED OR TO ACCRUE ON ACCOUNT OF ANY BREACH OR
DEFAULT.
FURTHERMORE, ANY TERMINATION OF THIS AGREEMENT UNDER THIS
SECTION SHALL NOT PREJUDICE THE RIGHT OF QUALCOMM TO CONDUCT A FINAL AUDIT OF
THE RECORDS OF LICENSEE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 14 HEREOF.
NO TERMINATION HEREUNDER SHALL LIMIT THE RIGHTS OF LICENSEE TO SELL THOSE
LICENSED PRODUCTS IN INVENTORY OR IN PROCESS AT THE TIME OF TERMINATION, SUBJECT
TO PAYMENT OF THE ROYALTY APPLICABLE TO THE SALE OF SUCH LICENSED PRODUCTS AND
CONTINUED COMPLIANCE WITH THE OTHER PROVISIONS OF THIS AGREEMENT.
14.
RECORDS AND AUDITS.
14.1
RECORDS.
LICENSEE SHALL KEEP ACCURATE AND
COMPLETE BOOKS AND RECORDS CONCERNING ANY LICENSED PRODUCTS IT MAY SELL UNDER
THIS AGREEMENT.
AS APPLICABLE, SUCH BOOKS AND RECORDS SHALL INCLUDE THE DATE OF
TRANSACTION INVOLVING SALES OF LICENSED PRODUCTS, INCLUDING THE NUMBER OF ITEMS
SOLD.
LICENSEE SHALL REQUIRE IN ITS AGREEMENTS WITH SUBLICENSEES THAT EACH
SUBLICENSEE AGREE TO RECORD KEEPING AND AUDITS SUBSTANTIALLY THE SAME AS
DESCRIBED IN THIS SECTION 14.
LICENSEE HEREBY AGREES TO CAUSE ITS SUBLICENSEES
TO PROVIDE TO LICENSEE THE RECORDS AND SUPPORTING INFORMATION SUFFICIENT TO
EVIDENCE THE ACCURACY OF THE ROYALTY REPORT TO BE SUBMITTED TO