PATENT LICENSE AGREEMENT
NORTHERN TELECOM LIMITED
AND
INTERWAVE COMMUNICATIONS INTERNATIONAL, LTD.
INDEX
ARTICLE TITLE PAGE
------- ----- ----
1 DEFINITIONS
2 GRANT OF RIGHTS
3 MISCELLANEOUS PROVISIONS
SCHEDULE A MICROCELLULAR INFRASTRUCTURE PRODUCTS
SCHEDULE B MICROCELLULAR PUBLIC RADIO SYSTEM
SCHEDULE C INFRASTRUCTURE PATENTS
SCHEDULE D SUBLICENSED PATENTS
SCHEDULE E TERMINATION REFUND
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PATENT LICENSE AGREEMENT
THIS AGREEMENT made and entered into as of the day of , 1998
AMONG:
NORTHERN TELECOM LIMITED, a corporation organized and existing under the
laws of Canada, having its executive offices at Xxxxx 000, 0000 Xxxxx Xxxx,
Xxxxxxxx, Xxxxxxx, Xxxxxx, on behalf of itself and its Subsidiaries,
(hereinafter called "Nortel")
AND:
NORTEL MATRA CELLULAR SCA, a French SOCIETE EN COMMANDITE PAR ACTIONS,
having its registered office at 0, xxxxx xxx Xxxxxx Xxxxxxxxxxx, 00000
Xxxxxxxxxx, Xxxxxx
(hereinafter called "NMC")
AND:
INTERWAVE COMMUNICATIONS INTERNATIONAL, LTD., a Bermuda corporation with
offices at c/o Codan Services Ltd., Clarendon House, Church Street,
Xxxxxxxx XX CX, Bermuda
(hereinafter called "interWAVE")
WHEREAS Nortel manufactures and markets, globally, certain mobile and fixed
wireless telecommunications systems;
WHEREAS interWAVE has developed a low-capacity micro-cellular system based
on the Global System for Mobility standards (the "Micro-Cellular System");
WHEREAS Nortel desires to be interWAVE's preferred channel to market for
the Micro-Cellular System on a global basis and is prepared to participate,
financially and otherwise, in its evolution;
WHEREAS interWAVE recognizes the benefits of being associated with a global
company of Nortel's stature and is prepared to accept Nortel's funding and
participation in the evolution of the Micro-Cellular System;
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WHEREAS Nortel and NMC own or control, or have the right to extend
sublicenses under, certain patents related to the manufacture and structure of
wireless communication products;
WHEREAS interWAVE desires to be granted licenses under such patents;
and
WHEREAS Nortel and NMC are willing to grant such licenses, subject to
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the Shareholder Agreement, the
Original Equipment Manufacturing (OEM) Agreement, and the Technical
Information Agreement executed concurrently herewith, the mutual promises
hereinafter set forth and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. DEFINITIONS
1.1. As used herein, unless otherwise defined:
(a) "Affiliate" shall mean any of Northern Telecom Limited and its
Subsidiaries;
(b) "BSC" shall means a Base Station Controller in a public radio
system as described in the GSM standards;
(c) "BTS" shall mean a Base Transceiver Station in a public radio
system as described in the GSM standards;
(d) "Effective Date" shall mean the date first mentioned
hereinabove;
(e) "Erlang-B" shall mean a standard unit of telephone
communications network traffic at P02 grade of service;
(f) "GSM" shall mean the Global System for Mobility;
(g) "HLR" shall means a Home Location Register in a public radio
system as described in the GSM standards;
(h) "Microcellular Infrastructure Products" shall mean products,
other than terminals, for use solely in a Microcellular Public
Radio System based on the GSM standards subject to the further
limitations set out in Schedule "A" attached hereto and
forming a part hereof;
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(i) "Microcellular Public Radio System" means a low-capacity
public radio communications system based upon the GSM
standards subject to the further limitations set out in
Schedule "B" attached hereto and forming a part hereof;
(j) "MSC" shall mean a Mobile Switching Center in a public radio
system as described in the GSM standards;
(k) "Nortel Infrastructure Patents" shall mean the patents and
patents applications listed in Schedule "C" attached hereto
and forming a part hereof;
(l) "OEM Agreement" shall mean the Original Equipment
Manufacturing Agreement executed concurrently herewith;
(m) "OMC" shall means an Operations & Management Control System in
a public radio system as described in the GSM standards;
(n) "Sublicensed Patents" shall mean those patents and patents
applications controlled by Matra Communication S.A.S.,
licensed to NMC for certain purposes and listed in Schedule
"D" attached hereto and forming a part hereof;
(o) "Subsidiary" shall mean a company in which a Party hereto
effectively owns or controls, and continues to own or control,
directly or indirectly, at least fifty percent (50%) of the
voting stock or ownership interest therein;
(p) "Technical Information Agreement" shall mean the Technical
Information Agreement executed concurrently herewith;
(q) "Technical Information" shall mean the Technical Information
as defined the Technical Information Agreement;
(r) "TRAU" shall mean a Transcoding and Rate Adaptation Unit in a
public radio system as described in the GSM standards; and
(s) "TRX" shall mean a mobile transceiver in a public radio system
as described in the GSM standards.
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2 GRANT OF RIGHT AND RELEASE
2.1 Subject to the terms and conditions of this Agreement, Nortel and NMC, to
the extent of their legal right so to do, hereby grant to interWAVE a
personal, non-transferable, non-assignable, indivisible, non-exclusive,
worldwide license to make, use, lease and sell Microcellular
Infrastructure Products under the Nortel Infrastructure Patents, and a
personal, non-transferable, non-assignable, indivisible, non-exclusive,
worldwide license to make, use, lease and sell Microcellular
Infrastructure Products under the Sublicensed Patents.
2.2 Subject to the terms and conditions of this Agreement, Nortel and NMC, to
the extent of their legal right so to do, hereby grant to interWAVE a
personal, non-transferable, non-assignable, indivisible, non-exclusive,
worldwide license to make, use, lease and sell Microcellular
Infrastructure Products under such Nortel and NMC patents and patent
applications existing as of the Effective Date, or issued or granted or
acquired during the term of the OEM Agreement, as relate to the Technical
Information.
2.3 Subject to the terms and conditions of this Agreement, Nortel and NMC, to
the extent of their legal right so to do, hereby grant to interWAVE a
personal, non-transferable, non-assignable, indivisible, non-exclusive,
worldwide license to make, use, lease and sell Microcellular
Infrastructure Products under such other Nortel or NMC patents and patent
applications existing as of the Effective Date, or issued or granted or
acquired during the term of the OEM Agreement, as relate to the practice
of the GSM standards.
2.4 The limitations on the scope of the license and rights granted hereunder
arising from the definitions of "Microcellular Infrastructure Products"
and "Microcellular Public Radio Systems" (the "Definitions") are intended
by the Parties to distinguish microcellular wireless infrastructure
products from other wireless products and to reflect the capacities and
specifications of the Microcellular Infrastructure Products making up the
interWAVE product line at the Effective Date. The Definitions shall be
subject to review by the Parties on a yearly basis from the Effective
Date. The Parties agree to negotiate in good faith with a view to
revising the scope of the Definitions to reflect the evolution of the
microcellular infrastructure technology and the demands of the
microcellular infrastructure marketplace. In any event, the scope of the
license shall include at a minimum the products Nortel will source under
the OEM Agreement and any products planned in the development agreements
arising under the Technical Information Agreement. Where there is written
agreement among the Parties, the agreed upon revised Definitions shall
replace the current definitions for the purposes of the license granted
hereunder. Notwithstanding the above, in the event that a significant
technology change has impacted the microcellular infrastructure market,
either party may request the other party on 60 days notice to meet and
vary the Definitions based on this change. The Parties agree to negotiate
this required definition change in good faith.
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2.5 interWAVE shall have no right to grant sublicenses under the above
licenses, but such limitation shall not be construed as limiting
interWAVE's rights to directly and indirectly distribute, and allow
its customers and transferees to use, Microcellular Infrastructure
Products for their intended purposes. Such licenses also include the
right to have Microcellular Infrastructure Products made by another
manufacturer for the use, lease or sale by interWAVE, but only when
of both the following conditions are met:
(a) the designs, specifications and working drawings for the
manufacture of said Licensed Products are furnished by
interWAVE; and
(b) said designs, specifications and working drawings are in
sufficient detail that no material modification by the
manufacturer is required other than adaptation to the
production processes and standards normally used by the
manufacturer which changes the characteristics of the
products only to a negligible extent.
2.6 Nortel and NMC hereby release interWAVE, and all purchasers and users
of Microcellular Infrastructure Products, from all claims, demands and
rights of action which Nortel or NMC may have on account of any
infringement or any alleged infringement of any of the patents licensed
in this Section 2 by reason of the manufacture, use, lease or sale of
Microcellular Infrastructure Products prior to the Effective Date by
interWAVE.
3 TERM OF LICENSE
3.1 Subject to the terms and conditions of this Agreement, all patent
licenses herein granted shall commence on the Effective Date, or when
letters patent are issued or granted if subsequent thereto, and shall
continue for a term of one year at which time they shall be subject to
renewal for a further term of one year with the consent of all Parties,
provided that the consent of Nortel and NMC shall not be required unless
during the preceding one year term any of the termination provisions of
section 5 have been held to be unenforceable for any reason. Except as
aforesaid, such annual renewals shall continue for the entire duration
of the patent rights under which such licenses are granted.
4 PRICE
4.1 The price to be paid by interWAVE to Nortel and NMC for the license and
other rights granted herein shall be US$ 1 million, to be allocated 90
percent to NMC and 10 percent to Nortel.
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4.2 Upon interWAVE's payment of the price set forth in Section 4.1, the
licenses and rights granted to interWAVE in Section 2 shall thereafter
be considered paid-up and royalty-free.
5 ASSIGNMENT AND CHANGE OF CONTROL
5.1 In the event that this Agreement is to be assigned or transferred by
interWAVE, whether by way of merger, amalgamation, consolidation,
reorganization, assignment, transfer, operation of law or otherwise
("Assignment") to a third party (the "Assignee") interWAVE shall, at
least thirty (30) days prior to Assignment, provide written notice of
such Assignment to the other Parties.
5.2 In the event of an Assignment, Nortel and NMC may, without any delay,
by written notice, terminate this Agreement and all licenses and rights
granted therein.
5.3 Notwithstanding section 5.2, provided that:
(a) the Assignee is not a Competitor of Nortel, as defined in
section 5.9 below;
(b) interWAVE transfers substantially all of its assets to the
Assignee, and the Assignee with whom interWAVE merges,
amalgamates, consolidates or reorganizes thereby becomes the
successor to the business of interWAVE;
(c) the financial condition of the Assignee as of the date of such
assignment is not substantially worse than the financial
condition of interWAVE as of the Effective Date of this
Agreement; and
(d) such Assignee agrees in writing to Nortel (the
"Acknowledgment") that it has assumed all obligations of
interWAVE hereunder and that it shall be bound by the terms
and conditions of this Agreement,
Nortel and NMC shall grant to the Assignee licenses, similar in scope
to those granted under this Agreement, for the manufacture, use, lease,
and sale of Microcellular Infrastructure Products as defined and limited
by the Definitions as they exist under this Agreement at the date
immediately prior to the Assignment. Such license shall subsist only in
respect of a level of sales of such Microcellular Infrastructure Products
by such Assignee after such acquisition which does not materially exceed
the level of such sales by the acquired entity immediately prior to such
acquisition to be adjusted upwards on a yearly basis in accordance with
normal growth rates in the industry.
5.4 In the event a third party (the "Acquiror") is to acquire a controlling
interest (controlling not necessarily requiring greater than fifty
percent (50%)) or a major
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equity participation in interWAVE ("Change of Control"), interWAVE
shall, at least thirty (30) days prior to the Change of Control, provide
written notice of such a change of control to Nortel.
5.5 In the event of a Change of Control, Nortel and NMC may, without any
delay, by written notice, terminate this Agreement and all licenses and
rights granted therein.
5.6 Notwithstanding the provisions of section 5.5, provided that the
Acquiror is not a Competitor of Nortel, as defined in section 5.9 below,
Nortel and NMC shall grant to interWAVE licenses, similar in scope to
those granted under this Agreement, for the manufacture, use, lease, and
sale of Microcellular Infrastructure Products as defined and limited by
the Definitions as they exist under this Agreement at the date
immediately prior to the Change of Control. Such licenses shall subsist
only in respect of a level of sales of such Microcellular Infrastructure
Products by interWAVE after such acquisition which does not materially
exceed the level of such sales by interWAVE immediately prior to such
acquisition to be adjusted upwards on a yearly basis in accordance with
normal growth rates in the industry.
5.7 Where Nortel and NMC elect to terminate and not renew this Agreement
under any of the provisions of Section 5 ("Termination"), Nortel and NMC
shall refund to interWAVE, in either $US dollars or interWAVE shares at
Nortel's option, an amount calculated in accordance with the provisions
of Schedule E. Notwithstanding the foregoing, Nortel shall pay the refund
in cash if the Fair Marker Value (in accordance with the principles
articulated in Section 3.4(d)(iv)(d) of interWAVE's Bye-Laws) of one
share of interWAVE Series G Preferred Stock is less than six dollars and
six cents ($6.06) per share.
5.8 In the event a third party acquires a controlling interest (controlling
not necessarily requiring greater than fifty percent (50%) interest) in
interWAVE, resulting in the termination of the OEM Agreement in
accordance with the provisions of the OEM Agreement, interWAVE shall
grant to Nortel a personal, non-exclusive, non-assignable, world-wide
license under all existing interWAVE patents and patent applications
relating to Microcellular Public Radio Systems, such license extending
for the full term of the applicable patents and applications and bearing
a royalty of no greater than one percent (1%) of the net sales by Nortel
of products covered by the claims of such patents and such applications
when they issue as patents.
5.9 For the purpose of this section a "Competitor of Nortel" means any
person with whom Nortel or NMC competes and which has greater than two
percent marketshare in the wireless telecommunication infrastructure
products market. Notwithstanding the foregoing, a person shall not be
deemed to be a Competitor of Nortel simply by virtue of any competition
arising solely from its acquisition of the business of interWAVE. Nortel
shall, from time to time, upon request from and in consultation with
interWAVE, provide interWAVE with a current list of
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Competitors of Nortel, and interWAVE shall be entitled to rely on such
list for the purposes of this section until the later of:
(i) one hundred and eighty (180) days from the date of issued
by Nortel; or
(ii) the issuance of a revised list by Nortel.
5.10 Notwithstanding any assignment or Change of Control, the Parties hereto
shall remain liable for their respective obligations hereunder.
6 MISCELLANEOUS PROVISIONS
6.1 Nothing contained in this Agreement shall be construed as:
(a) requiring the filing of any patent application, the securing
of any patent or the maintaining of any patent in force;
(b) a warranty of representation by Nortel, or an admission by
interWAVE, as to the validity or scope of any Nortel
Infrastructure Patent, Sublicensed Patent or other Nortel patent;
(c) a warranty of representation that any manufacture, sale, lease
or use will be free from infringement of patents other than those
under which and to the extent to which licenses are in force
hereunder;
(d) an agreement to bring or prosecute actions or suits against
third parties for infringement;
(e) an obligation to furnish any manufacturing or technical
information or assistance;
(f) conferring any right to use, in advertising, publicity or
otherwise, any name, trade name or trademark, or any contraction,
abbreviation or simulation thereof; or
(g) conferring by implication, estoppel or otherwise upon either
Party any license or other right under any patent, except the
licenses and rights expressly granted herein.
6.2 In the event of an enforceable decision or directive declaring invalid
an essential part of this Agreement, without which this Agreement would
not have been entered into, this Agreement may, at the option of any
Party, be terminated upon the giving of notice to the other Parties. Save
as before set forth, in the event that any term,
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clause, provision or condition of this Agreement shall be similarly
adjudged invalid for any reason whatsoever, such invalidity shall not
affect the validity or operation of any other term, clause, provision
or condition and such invalid term, clause, provision or condition shall
be deemed to have been deleted from this Agreement.
6.3 In the event interWAVE commits any act of bankruptcy, or compounds with
its creditors; or a petition or receiving order in bankruptcy is
presented or made against interWAVE; or a petition for an administration
order is presented in relation to interWAVE; or a resolution or petition
to wind up interWAVE (other than for a legal reconstruction,
reorganization or amalgamation) or a receiver or administrative receiver
is appointed; and such act or petition is not cured, dismissed, or
withdrawn within sixty (60) days thereafter; or interWAVE ceases to carry
on business, Nortel may, without any delay, by notice, terminate this
Agreement.
6.4 Any and all notices and other information to be given by one of the
Parties to the other shall be deemed sufficiently given when forwarded by
prepaid, registered or certified first class air mail, facsimile or hand
delivery to the other Party at the following address
If to Nortel or NMC:
Northern Telecom Limited
0000 Xxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx
Xxxxxx
Attention: Assistant Vice President, Patent Licensing
Operations
Facsimile: (000) 000-0000
If to interWAVE:
interWAVE Communications International, Ltd.
c/o Codan Services Ltd.,
Clarendon House, Church Street,
Xxxxxxxx XX CX, Bermuda
Attention: Corporate Secretary
Facsimile:
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cc: interWAVE Communications, Inc.
000 Xxxxx Xxxxxx Xxxx,
Xxxxxxx Xxxx, XX
00000 X.X.X.
Attention: President
Notices shall be deemed to have been received fifteen (15) business days
after mailing if forwarded by mail, and the following business day if
forwarded by facsimile or hand delivery.
6.5 The aforementioned address of either Party may be changed at any time
by giving fifteen (15) days prior notice to the other Party in accordance
with the foregoing.
6.6 In the event of a generally-prevailing labour dispute or other
situation which will delay or impeded the giving of notice by any such
means, in either the country of origin or of destination, the notice
shall be given by such specified mode as will be most reliable and
expeditious and least affected by such dispute or situation.
6.7 Terms, conditions and general terms of this Agreement shall be held in
confidence by both Parties and only disclosed as may be agreed to by both
Parties or as may be required to meet security disclosure or export
permit requirements. Neither Party shall make public statements or issue
publicity or media releases with regard to this Agreement or the
relationship among the Parties without the prior written approval of the
other Party.
6.8 This Agreement sets forth the entire agreement and understanding among
the Parties as to the subject matter hereof, and merges all prior
discussions among them, and neither Party hereto shall be bound by any
conditions, definitions, warranties, understandings, or representations
with respect to such subject matter other than as expressly provided
herein, or as duly set forth on or subsequent to the date hereof in
writing, signed by duly authorized officers of the Parties.
6.9 In the event the Parties are unable to amicably settle disputes between
them, and unless the Parties mutually elect to pursue an alternative
dispute procedure, whether binding or non-binding, all actions or
proceedings to enforce, or which arise in connection with or relate to,
this Agreement, any of the agreements in the form of Exhibits hereto or
any of the transactions contemplated hereby or thereby shall be brought
and litigated exclusively in the United States District Court, Northern
District of California (or, in the event such court does not have
jurisdiction, the courts of the State of California located in such
district), unless such actions or proceedings are required to be brought
in another court to obtain subject matter jurisdiction over the matter
in controversy. In any such actions or
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proceedings, service of process may be made upon the other Party hereto by
registered or certified mail, return receipt requested, to its address
indicated herein, which service shall be deemed effective 10 days after
mailing. Each of the Parties hereto (i) consents to the jurisdiction of
such court or courts and to service of process by registered or certified
mail, as provided above, or by any other manner provided by the laws of the
State of California and the rules of such courts and (ii) waives any right
it may have to assert the doctrine of FORUM NON CONVENIENS, to assert that
it is not subject to the jurisdiction of such courts or to object to venue
to the extent any action or proceeding is brought in accordance with this
sub-clause.
6.10 NORTEL, NMC AND INTERWAVE EACH WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING
ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY, REGARDLESS OF WHICH
PARTY INITIATES ANY SUCH ACTION OR PROCEEDING.
6.11 This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one
instrument.
6.12 This Agreement shall be governed in all respects by the laws of the State
of California, without regard to the provisions thereof pertaining to
choice of laws.
IN WITNESS WHEREOF, the Parties hereto have signed and executed this
Agreement on the date first above mentioned.
NORTHERN TELECOM LIMITED
Per: /s/ Xxxxx Xxxxxxxx
-------------------------------
Xxxxx Xxxxxxxx
Manager, Mergers and Acquisitions
NORTEL MATRA CELLULAR SCA
Per: /s/ Xxxxxx Xxxxx
-------------------------------
Xxxxxx Xxxxx
Managing Director
interWAVE Communications International, Ltd.
Per: /s/ Xxxxxx X. Hubes
-------------------------------
Xxxxxx X. Hubes
Sr VP. CFO
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Schedule "A"
MICROCELLULAR INFRASTRUCTURE PRODUCTS
For the purposes of the Patent License Agreement attached hereto,
"Microcellular Infrastructure Products" shall not include:
(i) any MSC having a call processing capability of greater than
three hundred Erlang-B;
(ii) any BSC having a call processing capability of greater than one
hundred and eighty Erlang-B, capable of supporting more than
thirty-five BTS's, or capable of supporting more than seventy
five TRX's; or
(iii) any BTS having: (a) a call processing capability of greater than
fifteen Erlang-B, or (b) capable of supporting more than three
TRX's, or (c) where the power output of the BTS exceeds thirty
nine dBm.
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Schedule "B"
MICROCELLULAR PUBLIC RADIO SYSTEM
For the purposes of the Patent License Agreement attached hereto,
"Microcellular Public Radio System" shall mean a system having an overall
system capacity of five hundred Erlang-B or less, and fewer than thirty
thousand subscribers and having:
(i) no more than one MSC, said MSC containing the HLR;
(ii) no more than one OMC; and
(iii) fewer than thirty five BSC's, each BSC containing the TRAU
function, and fewer than thirty six BTS and fewer than thirty
six TRX's; and
wherein the physical volume of each of the MSC, OMC, BSC, and BTS
subsystems is less than 10 cubic feet.
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Schedule "C"
NORTEL INFRASTRUCTURE PATENTS*
* In addition to listed patents, Sublicensed Patents include all patents
worldwide having the same priority application as the listed patents and
applications.
--------------------------------------------------------------------------------
1. EP 403339 FR 89 07 722 Alard Radio telephone base station -
includes receivers and
transmitters with digital
processing circuits providing
link to fixed telephone network
--------------------------------------------------------------------------------
EP 533545 FR 91 11 434 Billon Base station for
time-multiplexed communication
system - uses rectangular pulse
train to time access of multiple
stations to communication
channel, and temporarily
increases transmission power
--------------------------------------------------------------------------------
EP 541410 FR 91 12 312 Billon Digital data transmission method
for circuit switched network -
using TDMA of repetitive channel
frames
--------------------------------------------------------------------------------
EP 564339 FR 92 03 883 Delprat Time-division multiple access
digital radio communication -
splitting physical transmission
channel into several logic
channels dedicated to different
communications
--------------------------------------------------------------------------------
FR 92 04 569 Billon Architecture GSM Distribuee
Base station for
radio-communication system
--------------------------------------------------------------------------------
FR 92 09 097 Billon Evaluation of channel quality
for radio telephone system -
measuring various signal
parameters both at base station
and mobile station, and
accumulating data at base
station regarding availability
for communication and hand-over
--------------------------------------------------------------------------------
EP 617524 FR 93 03 528 Marque - Retournement de spectre
Xxxxxx
Digital signal transmission for
portable radio telephone network
- inverting frequency spectrum
between reception of signal at
repeater and re-transmission of
same signal
--------------------------------------------------------------------------------
FR 92 10 457 Condette Space division multiple access -
process for TDMA communication
between at least a receiver
station having a plurality of
omnidirectional antennae and N
transmitter stations each having
at least an antenna is
described.
--------------------------------------------------------------------------------
17. FR 94 00 271 Xxxxxxx
--------------------------------------------------------------------------------
18. FR 96 03 880 Lucidarme
--------------------------------------------------------------------------------
19. FR 96 14 781 Lestrat
--------------------------------------------------------------------------------
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--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
20. FR 97 04 039 Xxx xxxxxx
--------------------------------------------------------------------------------
21. FR 97 04 933 Dornstetter
--------------------------------------------------------------------------------
22. FR 97 04 653 Dornstetter
--------------------------------------------------------------------------------
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Schedule "D"
SUBLICENSED PATENTS *
* In addition to listed patents, Sublicensed Patents include all patents
worldwide having the same priority application as the listed patents and
applications.
GSM Standards Essential Patents
--------------------------------------------------------------------------------
1. EP 472460 FR 90 10 485 Mouly Multifrequency radio telephone
system - including method for
controlling frequency used by
mobile and base station
--------------------------------------------------------------------------------
GSM Standards Optional Patents
--------------------------------------------------------------------------------
2. EP 398773 FR 89 05 469 Dornstetter Pseudo-sync. system for station
in TDM network - includes
analysis of time difference
between signal receipt from
different fixed station to
determine transmission time shift
--------------------------------------------------------------------------------
3. EP 534852 FR 91 11 924 Mouly DTMF voice signal multiplex
transmission method - involves
using pairs of voice frequencies
for transmission of speech in
form of multiplex of binary
frames of predetermined format
--------------------------------------------------------------------------------
4. FR 94 03 345 Mouly Method and equipment for sending
messages towards mobile stations
(Format Schedule Message)
--------------------------------------------------------------------------------
GSM Related Patents
--------------------------------------------------------------------------------
5. EP 407260 FR 89 08 530 Alard Radio communication receiver
with AGC and digital signal
processing - selects samples at
best amplification level from
stored values of all bits of
each packet received
--------------------------------------------------------------------------------
6. FR 89 14 366 Alard/ Digital modulation of components
Dornstetter in phase and in quadrature -
applying GMSK modulation for
digital mobile radiotelephony to
split input signal into two
components, then modulating and
recombining them
--------------------------------------------------------------------------------
7. FR 91 04 041 Xxxxxxxx Digital signal modulated
technique for mobile telephone -
phase modulating carrier using
sine and gaussian function to
avoid signal fading.
--------------------------------------------------------------------------------
8. FR 90 03 429 Berthoumieux/ Radio communication system with
Lambourg real time multiplexing - showing
down digital data processing
during transmission, preventing
interference with RF signal.
--------------------------------------------------------------------------------
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SCHEDULE E
TERMINATION REFUND
DATE OF TERMINATION PERCENT REFUND INTERWAVE SHARES* OR US$*
-----------------------------------------------------------------------------------------------------
Prior to 1st Anniversary** 80% 132,063 $800K
After 1st and prior to 2nd Anniversary 60% 99,047 $600K
After 2nd and prior to 3rd Anniversary 40% 66,032 $400K
After 3rd and prior to 4th Anniversary 20% 33,016 $200K
After 4th Anniversary 0% 0 $0
* For greater certainty the refund shall be paid in Shares or Cash, but not both
and the amounts shown are based on consideration of one million US dollars
(US$1,000,000) or one hundred and sixty-five thousand, seventy-nine (165,079)
interWAVE shares.
** Anniversary refers to the anniversary of the Effective Date.
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