AS AT PRESENT, EXCEPT FOR
DEPRECIATION DUE TO ORDINARY WEAR AND TEAR.
(C)
INSURANCE. SELLER WILL KEEP IN FULL FORCE AND EFFECT INSURANCE AND
BONDS COMPARABLE IN AMOUNT AND SCOPE OF COVERAGE TO WHAT IS NOW COVERING THE R&D
AND ALL ASSETS RELATED THERETO.
(D)
PERFORM CONTRACTS. SELLER WILL PERFORM IN ALL MATERIAL RESPECTS THE
OBLIGATIONS TO BE PERFORMED UNDER ALL THE CONTRACTS AND DOCUMENTS OF OR RELATING
TO THE R&D. FURTHERMORE, SELLER SHALL DEVOTE REASONABLE EFFORT AND RESOURCES
TOWARDS THE COMPLETION OF THE EXISTING PROJECTS, [***] UNTIL THE CLOSING. SELLER
SHALL PLACE ALL OUTPUT FROM THE EXISTING PROJECTS, [***] INTO ESCROW IN THE NAME
OF PURCHASER WITH A THIRD-PARTY ESCROW AGENT MUTUALLY AGREED BY THE PARTIES FOR
ULTIMATE RELEASE TO THE PURCHASER UPON THE EARLIER OF COMPLETION OF EACH PROJECT
OR THE COMMENCEMENT OF BANKRUPTCY PROCEEDINGS IN RESPECT OF THE SELLER. THE
ESCROW SHALL BE ESTABLISHED BY EXECUTION OF AN ESCROW AGREEMENT SUBSTANTIALLY IN
THE FORM ATTACHED HERETO AS SCHEDULE 1.14(D)(1). FOR THE AVOIDANCE OF DOUBT, IF
THE CLOSING DOES NOT OCCUR AND THIS AGREEMENT IS THUS TERMINATED, SELLER SHALL
REMAIN OBLIGATED TO COMPLETE THE EXISTING PROJECTS, [***] AS PROVIDED IN THEIR
RESPECTIVE AGREEMENTS. SELLER SHALL PROVIDE A LETTER OF GUARANTEE TO PURCHASER
WHEREBY, IN THE EVENT SELLER HAS FAILED TO FULFILL ITS OBLIGATIONS UNDER THE
EXISTING PROJECTS, [***], SELLER SHALL TRANSFER TO PURCHASER WITHOUT
CONSIDERATION AND WITH NO COST TO THE PURCHASER ALL NECESSARY INTELLECTUAL
PROPERTY RIGHTS (THE "DESIGNS") SO AS TO ALLOW PURCHASER TO MANUFACTURE, USE AND
SELL CDMA 450MHZ PRODUCTS, (MODEL NOS. GSD-430, GSD-456) AND PCMCIA CARD (MODEL
NO. GPM 200). FOR THE PURPOSE OF THIS LETTER OF GUARANTEE, UPON THE EXECUTION OF
THIS AGREEMENT OR AS SOON AS PRACTICABLE BUT NO LATER THAN FIVE (5) BUSINESS
DAYS FROM THE EXECUTION OF THIS AGREEMENT, SELLER AGREES TO TRANSFER THE TITLES
TO THE DESIGNS TO A THIRD-PARTY ESCROW AGENT CHOSEN BY PURCHASER AS COLLATERAL,
AND PURCHASER SHALL THEN GRANT OR SHALL CAUSE THE ESCROW AGENT TO GRANT TO
SELLER WITHOUT CONSIDERATION AND WITH NO COST TO SELLER AN EXCLUSIVE,
TRANSFERABLE (SUCH TRANSFER IS SUBJECT TO PURCHASER'S CONSENT WHICH SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED), AND ROYALTY-FREE LICENSE TO USE THE DESIGNS
WITHOUT ANY RESTRICTIONS UNLESS AND UNTIL SELLER FAILS TO COMPLETE THE EXISTING
PROJECTS, [***] BY THE DUE DATE UNDER THE RELEVANT AGREEMENT FOR EACH PRODUCT,
AT WHICH TIME, SUBJECT TO THE TERMS AND CONDITIONS OF THE ESCROW AGREEMENT, THE
ESCROW AGENT SHALL TRANSFER THE TITLES TO THE DESIGNS TO PURCHASER; PROVIDED,
HOWEVER, THAT PURCHASER SHALL TRANSFER OR SHALL CAUSE THE ESCROW AGENT TO
TRANSFER THE TITLE TO THE DESIGNS BACK TO SELLER UPON THE COMPLETION OF THE
EXISTING PROJECTS, [***]. THE FOREGOING ESCROW SHALL BE ESTABLISHED BY EXECUTION
OF AN ESCROW AGREEMENT MUTUALLY AGREED UPON BY THE PARTIES NO LATER THAN
FIVE (5) BUSINESS DAYS FROM THE EXECUTION OF THIS AGREEMENT.
13
(E)
APPROVALS AND CONSENTS. AS SOON AS PRACTICABLE AFTER THE EXECUTION
OF THIS AGREEMENT, SELLER SHALL TAKE ALL REASONABLE ACTION REQUIRED TO