Common use of Right To Sublicense Affiliates Clause in Contracts

Right To Sublicense Affiliates. LICENSEE shall have the right to grant sublicenses only to Affiliates of LICENSEE with respect to any rights conferred upon LICENSEE under this Agreement; provided, however, that (i) LICENSEE shall not have the right to grant sublicenses to [***] without first obtaining QUALCOMM’s written approval, which approval shall be at QUALCOMM’s sole discretion, and (ii) any such sublicense shall be subject in all respects to the restrictions, exceptions, royalty and other payment obligations, reports, termination provisions, and other provisions contained in this Agreement. LICENSEE shall also pay or cause its Affiliates to pay the same royalties on all Subscriber Units Sold by its Affiliates as if LICENSEE had Sold such Subscriber Units. LICENSEE shall report to QUALCOMM the [***] for all Subscriber Units Sold by each such Affiliate. LICENSEE, in addition to its Affiliates, shall be responsible and liable to QUALCOMM in the event that any of its Affiliates fails under any such sublicense to honor and comply with all obligations of LICENSEE as though said obligations were made expressly applicable to the Affiliate. Any sublicense by LICENSEE to an Affiliate of LICENSEE shall terminate immediately if such Affiliate ceases to be an Affiliate of LICENSEE. Except as set forth above, LICENSEE shall have no right to sublicense any of QUALCOMM’s Intellectual Property or any of the rights conferred upon LICENSEE under this Agreement.

Right To Sublicense Affiliates. LICENSEE shall have the right to grant sublicenses only to Affiliates of LICENSEE with respect to any rights conferred upon LICENSEE under this Agreement; provided, however, that (i) LICENSEE shall not have the right to grant sublicenses to [***] without first obtaining QUALCOMM’s written approval, which approval shall be at QUALCOMM’s sole discretion, and (ii) any such sublicense shall be subject in all respects to the restrictions, exceptions, royalty and other payment obligations, reports, termination provisions, and other provisions contained in this Agreement; provided, however that no additional up-front license fee shall be required to be paid with respect to any such sublicense. LICENSEE shall also pay or cause its sublicensed Affiliates to pay the same royalties on all Subscriber Units Licensed HDR Products Sold by its sublicensed Affiliates as if LICENSEE had Sold such Subscriber UnitsLicensed HDR Products. LICENSEE shall report to QUALCOMM the [***] Net Selling Price for all Subscriber Units Licensed HDR Products Sold by each such Affiliate. LICENSEE, in addition to its Affiliates, LICENSEE shall be responsible and liable to QUALCOMM in the event that any of its sublicensed Affiliates fails under any such sublicense to honor and comply with all obligations of LICENSEE as though said obligations were made expressly applicable to the sublicensed Affiliate. Except as set forth above, LICENSEE shall have no right to sublicense any of QUALCOMM's Intellectual Property. Any sublicense by LICENSEE to an Affiliate of LICENSEE shall terminate immediately if such Affiliate ceases to be an Affiliate of LICENSEE. Except as set forth above, LICENSEE shall have no right to sublicense any of QUALCOMM’s Intellectual Property or any of the rights conferred upon LICENSEE under this Agreement.

Right To Sublicense Affiliates. LICENSEE shall have the right to grant sublicenses only to Affiliates of LICENSEE with respect to any rights conferred upon LICENSEE under this Agreement; provided, however, that (i) LICENSEE shall not have the right to grant sublicenses to [***] any Affiliate that is not a wholly-owned subsidiary of LICENSEE without first obtaining QUALCOMM’s 's written approval, which approval shall be at QUALCOMM’s 's sole discretion, and (ii) any such sublicense shall be subject in all respects to the restrictions, exceptions, royalty and other payment obligations, reports, termination provisions, and other provisions contained in this Agreement. LICENSEE shall also pay or cause its Affiliates to pay the same royalties on all Subscriber Units CDMA Modem Cards Sold by its Affiliates as if LICENSEE had Sold such Subscriber UnitsCDMA Modem Cards. LICENSEE shall report to QUALCOMM the [***] Net Selling Price for all Subscriber Units CDMA Modem Cards Sold by each such Affiliate. LICENSEE, in addition to its Affiliates, shall be responsible and liable to QUALCOMM in the event that any of its Affiliates fails under any such sublicense to honor and comply with all obligations of LICENSEE as though said obligations were made expressly applicable to the Affiliate. Any sublicense by LICENSEE to an Affiliate of LICENSEE shall terminate immediately if such Affiliate ceases to be an Affiliate of LICENSEE. Except as set forth above, LICENSEE shall have no right to sublicense any of QUALCOMM’s 's Intellectual Property or any of the rights conferred upon LICENSEE under this Agreement.

Right To Sublicense Affiliates. LICENSEE shall have the right to grant sublicenses only to Affiliates of LICENSEE with respect to any rights conferred upon LICENSEE under this Agreement; provided, however, that (i) LICENSEE shall not have the right to grant sublicenses to [***] any Affiliate that is Axesstel Korea or a majority-owned subsidiary of LICENSEE without first obtaining QUALCOMM’s written approval, which approval shall be at QUALCOMM’s sole discretion, and (ii) any such sublicense shall be subject in all respects to the restrictions, exceptions, royalty and other payment obligations, reports, termination provisions, and other provisions contained in this Agreement. LICENSEE shall also pay or cause its Affiliates to pay the same royalties on all Subscriber Units Sold by its Affiliates as if Confidential portions of this document have been redacted and filed separately with the Commission. LICENSEE had Sold such Subscriber Units. LICENSEE shall report to QUALCOMM the [***] Net Selling Price for all Subscriber Units Sold by each such Affiliate. LICENSEE, in addition to its Affiliates, shall be responsible and liable to QUALCOMM in the event that any of its Affiliates fails under any such sublicense to honor and comply with all obligations of LICENSEE as though said obligations were made expressly applicable to the Affiliate. Any sublicense by LICENSEE to an Affiliate of LICENSEE shall terminate immediately if such Affiliate ceases to be an Affiliate of LICENSEE. Except as set forth above, LICENSEE shall have no right to sublicense any of QUALCOMM’s Intellectual Property or any of the rights conferred upon LICENSEE under this Agreement.

Right To Sublicense Affiliates. LICENSEE shall have the right to grant sublicenses only to Affiliates of LICENSEE with respect to any rights conferred upon LICENSEE under this Agreement; provided, however, that (i) LICENSEE shall not have the right to grant sublicenses to [***] without first obtaining QUALCOMM’s written approval, which approval shall be at QUALCOMM’s sole discretion, and (ii) any such sublicense shall be subject in all respects to the restrictions, exceptions, royalty and other payment obligations, reports, termination provisions, and other provisions contained in this Agreement. LICENSEE shall also pay or cause its sublicensed Affiliates to pay the same royalties on all Subscriber Units Licensed Products Sold by its sublicensed Affiliates as if LICENSEE had Sold such Subscriber UnitsLicensed Products. LICENSEE shall report to QUALCOMM the [***] for all Subscriber Units Licensed Products Sold by each such Affiliate. LICENSEE, in addition to its Affiliates, LICENSEE shall be responsible and liable to QUALCOMM in the event that any of its sublicensed Affiliates fails under any such sublicense to honor and comply with all obligations of LICENSEE as though said obligations were made expressly applicable to the sublicensed Affiliate. Except as set forth above, LICENSEE shall have no right to sublicense any of QUALCOMM’s Intellectual Property. Any sublicense by LICENSEE to an Affiliate of LICENSEE shall terminate immediately if such Affiliate ceases to be an Affiliate of LICENSEE. Except as set forth above, LICENSEE shall have no right to sublicense any of QUALCOMM’s Intellectual Property or any of the rights conferred upon LICENSEE under this Agreement.

Right To Sublicense Affiliates. LICENSEE shall have the right to grant sublicenses only to Affiliates of LICENSEE with respect to any rights conferred upon LICENSEE under this Agreement; provided, however, that (i) LICENSEE shall not have the right to grant sublicenses to any Affiliate that is [***] of LICENSEE without first obtaining QUALCOMM’s written approval, which approval shall be at QUALCOMM’s sole discretion, and (ii) any such sublicense shall be subject in all respects to the restrictions, exceptions, royalty and other payment obligations, reports, termination provisions, and other provisions contained in this Agreement. LICENSEE shall also pay or cause its Affiliates to pay the same royalties on all Subscriber Units Sold by its Affiliates as if LICENSEE had Sold such Subscriber Units. LICENSEE shall report to QUALCOMM the [***] Net Selling Price for all Subscriber Units Sold by each such Affiliate. LICENSEE, in addition to its Affiliates, shall be responsible and liable to QUALCOMM in the event that any of its Affiliates fails under any such sublicense to honor and comply with all obligations of LICENSEE as though said obligations were made expressly applicable to the Affiliate. Any sublicense by LICENSEE to an Affiliate of LICENSEE shall terminate immediately if such Affiliate ceases to be an Affiliate of LICENSEE. Except as set forth above, LICENSEE shall have no right to sublicense any of QUALCOMM’s Intellectual Property or any of the rights conferred upon LICENSEE under this Agreement.

Right To Sublicense Affiliates. LICENSEE shall have the right to grant sublicenses only to Affiliates of LICENSEE with respect to any rights conferred upon LICENSEE under this Agreement; provided, however, that (i) LICENSEE shall not have the right to grant sublicenses to [***] without first obtaining QUALCOMM’s written approval, which approval shall be at QUALCOMM’s sole discretion, and (ii) any such sublicense shall be subject in all respects to the restrictions, exceptions, royalty and other payment obligations, reports, termination provisions, and other provisions contained in this Agreement; provided, however that no additional up-front license fee shall be required to be paid with respect to any such sublicense. LICENSEE shall also pay or cause its sublicensed Affiliates to pay the same royalties on all Subscriber Units Licensed Products Sold by its sublicensed Affiliates as if LICENSEE had Sold such Subscriber UnitsLicensed Products. LICENSEE shall report to QUALCOMM the [***] Net Selling Price for all Subscriber Units Licensed Products Sold by each such Affiliate. LICENSEE, in addition to its Affiliates, LICENSEE shall be responsible and liable to QUALCOMM in the event that any of its sublicensed Affiliates fails under any such sublicense to honor and comply with all obligations of LICENSEE as though said obligations were made expressly applicable to the sublicensed Affiliate. Except as set forth above, LICENSEE shall have no right to sublicense any of QUALCOMM's Intellectual Property. Any sublicense by LICENSEE to an Affiliate of LICENSEE shall terminate immediately if such Affiliate ceases to be an Affiliate of LICENSEE. Except as set forth above, LICENSEE shall have no right to sublicense any of QUALCOMM’s Intellectual Property or any of the rights conferred upon LICENSEE under this Agreement.

Right To Sublicense Affiliates. LICENSEE shall have the right to ------------------------------ grant sublicenses only to Affiliates of LICENSEE with respect to any rights conferred upon LICENSEE under this Agreement; provided, however, that (i) LICENSEE shall not have the right to grant sublicenses to [***] without first obtaining QUALCOMM’s written approval, which approval shall be at QUALCOMM’s sole discretion, and (ii) any such sublicense shall be subject in all respects to the restrictions, exceptions, royalty and other payment obligations, reports, termination provisions, and other provisions contained in this Agreement. LICENSEE shall also pay or cause its Affiliates to pay the same royalties on all Subscriber Units Licensed Products Sold by its Affiliates as if LICENSEE had Sold such Subscriber UnitsLicensed Products. All Licensed Products Sold by LICENSEE's Affiliates shall be aggregated with all of the Licensed Products Sold by LICENSEE for the purposes of determining the amount of Licensed Products Sold upon which royalties are to be paid to QUALCOMM. LICENSEE shall report to QUALCOMM the [***] Net Selling Price for all Subscriber Units Licensed Products Sold by each such Affiliate. LICENSEE, in addition to its Affiliates, shall be responsible and liable to QUALCOMM in the event that any of its Affiliates fails under any such sublicense to honor and comply with all obligations of LICENSEE as though said obligations were made expressly applicable to the Affiliate. Any sublicense by LICENSEE to an Affiliate of LICENSEE shall terminate immediately if such Affiliate ceases to be an Affiliate of LICENSEE. Except as set forth above, LICENSEE shall have no right to sublicense any of QUALCOMM’s 's Intellectual Property or any of the rights conferred upon LICENSEE under this Agreement.