THIRD PARTY GRANT A
CROSS-LICENSE TO LICENSEE OF TECHNICALLY NECESSARY IPR OWNED BY SUCH THIRD PARTY
(AS THE TERM TECHNICALLY NECESSARY IPR WOULD BE CONSTRUED IF SUCH THIRD PARTY
WERE A PARTY TO THIS AGREEMENT).
7.3
BEST EFFORTS.
LICENSEE SHALL USE ITS BEST
EFFORTS TO MARKET, PROMOTE AND SELL LICENSED PRODUCTS ON A WORLDWIDE BASIS.
10
8.
MARKING.
LICENSEE agrees to affix to the exterior or the interior of all Licensed
Products incorporating any of QUALCOMM'S Intellectual Property a legible notice
reading:
"Licensed by QUALCOMM Incorporated under one or more of the following
Patents," followed by a list of applicable patent numbers taken from the list of
QUALCOMM patents or as may otherwise be instructed by QUALCOMM.
9.
QUALITY CONTROL.
9.1
GENERAL QUALITY OF LICENSED PRODUCTS.
THROUGHOUT THE TERM OF THIS AGREEMENT, LICENSEE SHALL MAINTAIN, FOR THE LICENSED
PRODUCTS MANUFACTURED OR SOLD BY IT, AT LEAST THE SAME MANUFACTURING, SERVICING
AND QUALITY STANDARDS CURRENTLY UTILIZED BY LICENSEE IN CONNECTION WITH ITS
SIMILAR ANALOG AND, IF APPLICABLE, OTHER DIGITAL PRODUCTS.
9.2
STANDARDS COMPLIANCE TESTING.
LICENSEE
REPRESENTS AND WARRANTS THAT THE LICENSED PRODUCTS AND COMPONENTS THAT IT MAKES
OR HAS MADE WILL ADHERE WITH AND CONFORM TO, IN ALL RESPECTS, THE SPECIFICATIONS
CONTAINED IN THE CAI IMPLEMENTED BY SUCH LICENSED PRODUCTS AND ADOPTED IN THE
TERRITORY IN WHICH SUCH LICENSED PRODUCTS ARE INTENDED TO BE USED AND THAT
LICENSEE SHALL COMPLY WITH THE RULES, REGULATIONS OR OTHER REQUIREMENTS SET BY
SUCH AUTHORIZED STANDARDS BODY.
LICENSEE SHALL, AT QUALCOMM'S REASONABLE
WRITTEN REQUEST, PERMIT QUALCOMM OR ENTITIES DESIGNATED BY QUALCOMM AND ACCEPTED
BY LICENSEE, WHICH ACCEPTANCE SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, TO
PERFORM TESTS OF LICENSEE'S LICENSED PRODUCTS TO ENSURE COMPLIANCE AND
CONFORMITY WITH THE APPLICABLE CAI.
IF SUCH TESTS INDICATE MATERIAL
NONCOMPLIANCE OR NONCONFORMITY THEREWITH, SUCH TESTS SHALL BE AT LICENSEE'S COST
AND LICENSEE SHALL REIMBURSE QUALCOMM FOR ANY SUCH REASONABLE TESTS PERFORMED BY
QUALCOMM AT QUALCOMM'S COSTS [***].
NONCONFORMING LICENSED PRODUCTS, IF ANY,
SHALL NOT BE SOLD OR MARKETED BY LICENSEE UNTIL THE NON-CONFORMITY IS CORRECTED.
10.
INFORMATION
10.1
RESTRICTIONS ON DISCLOSURE AND USE.
ALL
DOCUMENTATION AND TECHNICAL AND BUSINESS INFORMATION AND INTELLECTUAL PROPERTY
IN WHATEVER FORM RECORDED THAT A PARTY DOES NOT WISH TO DISCLOSE WITHOUT
RESTRICTION ("INFORMATION") SHALL REMAIN THE PROPERTY OF THE FURNISHING PARTY
AND MAY BE USED BY THE RECEIVING PARTY ONLY AS FOLLOWS.
SUCH INFORMATION (A)
SHALL NOT BE REPRODUCED OR COPIED, IN WHOLE OR PART, EXCEPT FOR USE AS EXPRESSLY
AUTHORIZED IN THIS AGREEMENT; AND (B) SHALL, TOGETHER WITH ANY FULL OR PARTIAL
COPIES THEREOF, BE RETURNED OR DESTROYED WHEN NO LONGER NEEDED OR UPON ANY
TERMINATION OF THIS AGREEMENT, AND (C) SHALL BE DISCLOSED ONLY TO EMPLOYEES OR
AGENTS OF A PARTY WITH A NEED TO KNOW.
MOREOVER, SUCH INFORMATION SHALL BE USED
BY THE RECEIVING PARTY ONLY FOR THE PURPOSE OF PERFORMING UNDER THIS AGREEMENT
OR IN THE EXERCISE OF ITS RIGHTS IT MAY RECEIVE UNDER THE PROVISIONS OF THIS
AGREEMENT.
UNLESS THE FURNISHING PARTY CONSENTS IN THIS AGREEMENT OR OTHERWISE