HEREUNDER, BUT QUALCOMM SHALL NOT BE
LIABLE FOR DAMAGES ARISING OUT OF OR RESULTING FROM ANYTHING MADE AVAILABLE
HEREUNDER OR THE USE THEREOF NOR BE LIABLE TO LICENSEE FOR CONSEQUENTIAL,
SPECIAL OR INCIDENTAL DAMAGES UNDER ANY CIRCUMSTANCES.
THE SOLE OBLIGATION OF
QUALCOMM WITH RESPECT TO SUCH INFORMATION SHALL, SUBJECT TO THE OTHER PROVISIONS
HEREIN OR IN OTHER WRITTEN AGREEMENTS BETWEEN THE PARTIES, BE TO FURNISH IT TO
LICENSEE.
QUALCOMM SHALL HAVE NO RESPONSIBILITY FOR THE ABILITY OF LICENSEE TO
USE SUCH INFORMATION, THE QUALITY OR PERFORMANCE OF THE PRODUCTS PRODUCED
THEREFROM BY LICENSEE, OR THE CLAIMS OF THIRD PARTIES ARISING FROM THE USE OF
SUCH PRODUCTS OR INFORMATION.
QUALCOMM DOES NOT WARRANT AND SHALL NOT BE
RESPONSIBLE FOR ANY DESIGN, SPECIFICATION, DRAWING, BLUEPRINT, REPRODUCED
TRACING, OR OTHER DATA OR INFORMATION FURNISHED BY IT TO LICENSEE, EXCEPT THAT
IT SHALL FURNISH SUCH IN GOOD FAITH TO THE BEST OF QUALCOMM'S KNOWLEDGE AND
ABILITY.
7
5.
QUALCOMM LICENSE.
5.1
GRANT OF LICENSE FROM QUALCOMM.
SUBJECT TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO TIMELY
PAYMENT OF THE LICENSE FEES AND ROYALTIES SET FORTH HEREIN, QUALCOMM HEREBY
GRANTS TO LICENSEE A WORLDWIDE, PERSONAL, NONTRANSFERABLE AND NON-EXCLUSIVE
LICENSE [***] TO USE QUALCOMM'S INTELLECTUAL PROPERTY SOLELY FOR WIRELESS
APPLICATIONS (A) TO MAKE (AND HAVE MADE) AND IMPORT, USE, SELL, LEASE OR
OTHERWISE DISPOSE OF LICENSED PRODUCTS AND (B) TO MAKE (AND HAVE MADE)
COMPONENTS THAT HAVE BEEN DESIGNED EXCLUSIVELY BY OR FOR LICENSEE (WHICH DESIGN
IS OWNED AND USED EXCLUSIVELY BY LICENSEE) AND IMPORT, USE, SELL, LEASE OR
OTHERWISE DISPOSE OF SUCH COMPONENTS; PROVIDED, HOWEVER, THAT SUCH COMPONENTS
MAY ONLY BE USED, SOLD, LEASED OR OTHERWISE DISPOSED OF BY LICENSEE IF THEY ARE
INCLUDED AS PART OF AND WITHIN COMPLETE LICENSED PRODUCTS SOLD BY LICENSEE (OR
AS REPLACEMENT PARTS FOR LICENSED PRODUCTS PREVIOUSLY SOLD BY LICENSEE).
NO
OTHER, FURTHER OR DIFFERENT LICENSE IS HEREBY GRANTED OR IMPLIED.
5.1.1
INTERDIGITAL'S PATENTS.
THE LICENSE GRANTED BY
QUALCOMM UNDER SECTION 5.1 WITH RESPECT TO INTERDIGITAL'S PATENTS IS SUBJECT TO
ALL OTHER LIMITATIONS SET FORTH IN THIS AGREEMENT THAT ARE APPLICABLE TO ALL OF
QUALCOMM'S INTELLECTUAL PROPERTY LICENSED HEREUNDER AND IS ALSO SUBJECT TO THE
FOLLOWING LIMITATIONS:
[***]
5.2
ROYALTIES.
IN PARTIAL CONSIDERATION OF THE
RIGHTS GRANTED TO LICENSEE UNDER THIS AGREEMENT, LICENSEE SHALL PAY TO QUALCOMM,
NO LATER THAN [***] DAYS AFTER THE END OF EACH CALENDAR QUARTER, AN AMOUNT EQUAL
TO [***].
QUALCOMM will credit to LICENSEE the amount of any overpayment of royalties made
hereunder in error provided that such overpayment is identified and fully
explained in a written notice from LICENSEE to QUALCOMM delivered no later than
[***] after the due date of the payment which included such alleged overpayment,
provided further that QUALCOMM is able to verify to its own satisfaction the
existence and extent of such overpayment.
The foregoing procedure shall
constitute the sole basis for LICENSEE to claim overpayments under this
Agreement and shall not be affected by any statement appearing on any check,
royalty report,