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Exhibit 10.6
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (as hereinafter defined, this "Agreement), made
and entered into as of the Effective Date (as hereinafter defined), by and
between LOCKHEED XXXXXX CORPORATION, a Maryland corporation acting through its
Electronics and Missiles operating unit in Orlando, Florida (as hereinafter
defined, "LMC"), and TRITON NETWORK SYSTEMS, INC., a Delaware corporation with
an office in Orlando, Florida (as hereinafter defined "Triton").
WITNESSETH:
WHEREAS, capitalized terms used in these recitals and not otherwise
defined shall have the respective meanings specified in Section 1 of this
Agreement; and
WHEREAS, Triton has marketing and technical expertise in commercial
wireless communications and wishes to engage in the development and production
of Commercial Systems, with a particular view toward its eventual offering for
sale of a production Microwave External Device (MED); and
WHEREAS, Triton will need certain licensed technology, certain
development efforts, and certain technical assistance if it is to achieve the
goals set forth in the preceding recital; and
WHEREAS, LMC has developed and owns certain Millimeter Wave MMIC Design
Technology primarily intended for military-specification-designed products;
WHEREAS, LMC would like to assist Triton in Triton's efforts to make,
have made, use, sell, offer to sell, service, and improve a production MED, all
on the terms set forth in
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this Agreement; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, LMC and Triton agree as follows:
1. DEFINITIONS. In addition to the other terms defined elsewhere in this
Agreement, each of the following capitalized terms used in this Agreement shall
have the respective meaning as follows:
"Agreement" shall mean this License Agreement and all subsequent
amendments hereto executed and delivered by the parties in the manner
contemplated hereby.
"Commercial System" shall mean non-military-specification packaged
MEDs.
"Effective Date" shall mean the date when this Agreement shall become
effective, which shall be the date when the Party who later signs and dates this
Agreement does so at the signature pages of this Agreement.
"Field of Use" shall mean any Commercial System that is used for
wireless communications.
"Improvement" shall mean any modification or update to Millimeter Wave
MMIC Design Technology, which modifies or relates to a manufacturing, servicing,
performance, or other characteristic of Millimeter Wave MMIC Design Technology.
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"LMC" shall mean Lockheed Xxxxxx Corporation, a Maryland corporation
acting through its Electronics and Missiles operating unit in Orlando, Florida,
together with its successors and assigns.
"LMC Intellectual Property" shall mean the inventions, discoveries,
methods, techniques, data and other information set forth in Exhibit A that are
useful or necessary in the design, development, manufacture, servicing or
operation of Commercial Systems.
"LMC Intellectual Property Rights" shall include any legally
enforceable right owned by LMC in LMC Intellectual Property, including but not
limited to a right in a patent, a patent application, copyright, know-how, mask
work, trademark or trade secret.
"LME&M" shall mean the Lockheed Xxxxxx Electronics and Missiles
operating unit of LMC that is headquartered in Orlando, Florida.
"MED" shall mean a millimeter wave external device, and components
thereof, consisting of a transmitter, receiver, frequency synthesizer, antenna,
digital modem, CPU controller and power supply, and characterized by having an
operating frequency range of 18.0 to 41.0 GHz, a transmitter CW output power
between 0.5 to 5.0 xxxxx, a receiver noise figure of less than 9 dB, a
modulation of m-PSK or other suitable equivalent and a full duplex interface. By
way of example, and not limitation, Exhibit B comprises a detailed specification
for an MED within the scope of this Agreement.
"Millimeter Wave MMIC Design Technology" shall mean LMC developed
patents, know-how and trade secrets related to the design, development and
production of
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monolithic millimeter wave integrated circuit (MMIC) components,
modules, and systems as further defined in Exhibit A hereto.
"Party" shall mean either LMC or Triton, and "Parties" shall mean both
of them.
"Territory" shall mean the United States of America and all
international markets for which export licenses have been obtained by Triton.
"Triton" shall mean Triton, Network Systems, Inc., a Delaware
corporation, together with its successors and assigns.
"Triton Intellectual Property" shall mean the inventions, discoveries,
methods, techniques, data and other information known to Triton and Improvements
by Triton that are useful or necessary in the design, development, manufacture,
servicing, or operation of wireless communications systems.
"Triton Intellectual Property Rights" shall mean a legally enforceable
right owned by Triton in Triton Intellectual Property, including but not limited
to a right in a patent, a patent application, copyright, know-how, mask work,
trademark or trade secret.
2. GRANT OF LICENSE; ROYALTY.
2.1 LMC hereby grants Triton for the term of this Agreement an
exclusive, nontransferable (except as otherwise provided in Section 2.5 hereof)
license under LMC Intellectual Property Rights to make, have made, improve, have
improved, use, sell, and offer to sell throughout the Territory, Commercial
Systems incorporating Millimeter Wave
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MMIC Design Technology and related LMC Intellectual Property, provided, however
that LMC expressly reserves whatever rights in the Millimeter Wave MMIC Design
Technology and related LMC Intellectual Property as may be necessary or useful
to enable LMC to continue in existing pursuits and to pursue future business in
natural areas of expansion. The reservation expressed herein shall not be deemed
or interpreted to limit Triton's right to make, have made, improve, have
improved, use, sell and offer to sell Commercial Systems as aforesaid. Moreover,
LME&M shall extend to Triton a right of first refusal to supply to LME&M MEDs
then being manufactured by or for Triton, or variations on an MED which could be
produced by Triton within a competitive timeframe, and supplied by Triton to
others. This extension to Triton of a right of first refusal is limited to those
instances where LME&M's activities pursuant to the reservation expressed herein
would otherwise be inconsistent with the aforesaid exclusive grant of rights to
Triton.
2.2 The scope of the license granted in Section 2-1 above is
limited to the design, manufacture, use, sale, offer for sale, and importation
of Commercial Systems. No other right or license under the Millimeter Wave MMIC
Design Technology and related LMC Intellectual Property is herein granted.
2.3 From the Effective Date hereof, Triton agrees to pay LMC a
royalty on each MED utilizing Millimeter Wave MMIC Design Technology that Triton
sells or otherwise disposes of, all in accordance with the following rules:
(a) The amount payable as a royalty to LMC shall be
determined in accordance with this Section 23 and the royalty schedule set forth
in Exhibit C hereto.
(b) For the purposes of this Section, an MED utilizing
Millimeter Wave
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MMIC Design Technology that has not been sold shall be deemed "otherwise
disposed of" whenever in return for valuable consideration such system is
delivered by Triton to a third party or put into use by Triton either on behalf
of a third party or for any purpose other than demonstration and/or routine
testing. The sales price deemed to apply to any system "otherwise disposed of"
for the purposes of computing the royalty shall be the sales price at which
Triton or any of its subsidiaries or affiliates at the time is offering products
of similar kind and quality, less any customary discount that Triton is offering
on such system.
(c) For Purposes of this Section and Exhibit C, the gross
sales price for the purposes of computing LMC's royalty shall be only the fair
gross sales price of the MED included in the system, it being specifically
acknowledged that Triton shall on its own develop or purchase from others
certain software for the MED and certain hardware and software for related items
that ultimately will constitute a majority of the selling price of each system.
LMC shall not be entitled to a royalty on any portions of any system sold by
Triton other than in respect of the gross sales price of the portion of the MED
which LMC developed.
(d) The parties should mutually agree on the value. If
the parties are unable to agree on what portion of the selling price of an
integrated system is fairly allocable to the hardware of the MED (and therefore
constitutes the gross sales price of the MED) and what portion of such selling
price is fairly allocable to the balance of the system (including both software
for the MED and hardware and software for the related items), they shall submit
that question to binding arbitration in Orlando, Florida through the American
Arbitration Association.
(e) If Triton pays LMC all sums required for five years
after the date
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Triton first sells or otherwise disposes of an MED, then the license granted in
Section 2.1 above shall be deemed to be fully paid up.
2.4 Triton agrees to furnish to LMC, within thirty days of the end
of each calendar quarter, a written royalty report setting forth the number of
MED's sold or otherwise disposed of, or, where the Millimeter Wave MMIC Design
Technology is incorporated into a higher assembly, the number of such higher
assemblies sold or otherwise disposed of, the sales price of such products, the
royalties due thereon, and the manner in which Triton calculated said royalties.
With each quarterly royalty report, Triton shall also submit financial
statements of Triton that break out in detail LMC designed Millimeter Wave MMIC
Design Technology sales and royalty payment checks, with such financial
statements to be certified as to accuracy and completeness by Triton's chief
financial officer. LMC shall have the right to cause an audit of Triton's books
and records to be performed at LMC's expense by an independent auditor
reasonably acceptable to Triton. The sole objective of that audit shall be to
verify reported LMC designed Millimeter Wave MMIC Design Technology sales.
Triton shall cooperate with the audit by affording the auditor access to the
names and addresses of Triton customers for systems involving Millimeter Wave
MMIC Design Technology.
2.5 The license granted to Triton in this Section shall be
assignable to new commercial ventures that are owned in whole or in part by
Triton providing that Triton notifies LMC of such assignment and that the new
commercial venture accepts in writing all terms of this Agreement. Nothing in
this Agreement shall be construed to preclude the license from going with Triton
in connection with any change in control of Triton or any sale of substantially
all of the assets or business of Triton to a third party.
3. DUTIES OF LMC
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3.1 LMC specifically agrees, in accordance with its exclusive
license to Triton, the following:
(a) LME&M will not while this Agreement is in force
directly or indirectly compete with Triton within the scope of the exclusive
license granted in Section 2.1 above.
(b) LME&M will not make its Millimeter Wave MMIC Design
Technology available to any other company or LMC Division that will make, have
made, use, sell, and offer to sell Commercial Systems in the Field of Use. LME&M
cannot transfer Triton proprietary or contract data to other LMC divisions
without prior written approval from Triton.
3.2 During the term of this Agreement, LMC will not initiate
contact with any Triton employee supporting Millimeter Wave MMIC Design
Technology development for the purpose of recruiting such employee to join LMC
in the Millimeter Wave MMIC Design Technology development area. LMC will,
however, have the right to use standard advertising methods and job postings
when searching for individuals to support its Millimeter Wave MMC Design
Technology development activities. It shall not be a violation of this Section
for LMC to hire any Triton employee who approaches LMC, either as a consequence
of such standard advertising methods and job postings or otherwise as long as
LMC shall not have initiated the contact for the purpose of recruitment.
4. DUTES OF TRITON.
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4.1 Except with the consent of LMC, in no event may Triton, its
affiliates or subsidiaries hire any current or former employee of LME&M who
performs or performed significant duties for LME&M relating to the design and
development of millimeter wave products, methods and components. As used in this
Section:
(a) the term "former employee" shall refer to a person
who has been employed by LME&M at any time within the four month period
immediately preceding the start of such person's employment with
Triton; and
(b) the term "significant duties" shall mean that such
current or former employee charged half or more of his or her time to
activities relating to the design and development of millimeter wave
products, methods and components.
4.2 Triton will submit to Lockheed Xxxxxx Electronics and Missiles
(Ocala) commercial manufacturing facility requests for quotes on the
manufacturing of MED products. Triton will be under no obligation to make awards
if Triton in good faith determines that Ocala is non-competitive.
4.3 For so long as the Agreement is in effect, LMC shall have the
right of first negotiation with respect to any product development work that
Triton intends to have performed by a third party with respect to millimeter
wavelength communications products. Whenever Triton has determined that it will
seek a third party to perform such work, Triton will issue a
request-for-proposal (RFP) to LMC with the RFP containing that level of detail
that Triton intends to present to third parties for such work. This RFP shall be
issued to LMC prior to any discussion or negotiations with third parties with
respect to
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performing such work. LMC shall have 30 days within which to submit a proposal
to Triton per the RFP. LMC may elect not to make a proposal with respect to such
work, in which case it will notify Triton of this decision as soon as such
decision is reached.
4.4 Upon receipt of the LMC proposal by Triton within the 30-day
period, LMC and Triton agree to negotiate in good faith, on an exclusive basis,
towards a contract for such work. In the event that Triton and LMC cannot reach
agreement on the contract within 30 days after the delivery of the LMC proposal
to Triton, Triton shall have the right to discuss and negotiate with third
parties and enter into such contract with a third party provided that Triton
first certifies in writing to LMC that the terms of such contract are materially
better than the terms last offered by LMC in respect to such contract.
4.5 Triton, upon consummation and as a requirement of this Agreement,
and in accordance with its covenants, agrees to provide the Central Florida
Innovation Corporation with 1% equity in Triton.
4.6 LMC has the right at its sole discretion to participate in any
future sales of equities by Triton after its initial financing, at the agreed
valuation not exceeding 10% total ownership. Triton shall provide LMC with prior
written notification of any such sales of equities, such written notification to
be timely and in no event less than sixty (60) days prior to such sales of
equities.
4.7 At any time during the period beginning 28 months from the
Effective Date of this Agreement and ending 34 months from the Effective Date of
this Agreement LMC may, at its sole option, convert the right to receive
royalties set forth in this Agreement (the "Royalty Right") into a stock option
(the "Stock Option"), the terms of which are set forth below. Such conversion
shall take place on the date LMC
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notifies Triton in writing (the "Conversion Date") that it has exercised its
right to convert the Royalty Right into the Stock Option. All royalties due to
LMC arising out of royalty bearing sales or other dispositions which have
occurred prior to the Conversion Date shall be paid to LMC according to the
terms for such payment contained in this Agreement. The payment by Triton to LMC
of the lump sum payment specified in Exhibit C at any time prior to LMC
notifying Triton of LMC's election to convert the Royalty Right into the Stock
Option shall be deemed to terminate LMC's right to convert.
Upon conversion, LMC shall have a 5-year option to acquire, at no cost capital
stock in Triton having a fair market value Of $4,000,000 as of the Conversion
Date. If Preferred Stock has been issued by Triton, LMC will receive Preferred
Shares, convertible one-for-one into Common Shares, with rights equivalent to
the rights associated with existing Preferred Stock. If no shares of Preferred
Stock have been issued before the Conversion Date, or if all preferred shares
have been issued but have been converted to Common Stock, the option stock shall
be shares of Common Stock having the same rights as shares of Common Stock last
sold to investors prior to the conversion date. The fair market value of capital
stock shall be determined in good faith by the Triton Board of Directors,
subject to determination by appraisal in the event that LMC disagrees with this
valuation. In the event that determination by appraisal is necessary, LMC and
Triton shall mutually agree upon a qualified appraiser. The appraiser shall
determine the fair market value of the capital stock using traditional methods
of appraisal and will attribute relative value to the various classes of capital
stock. Such determination by the appraiser shall be final. The Stock Option and
the shares underlying the Stock Option shall be fully assignable by the holder
thereof and its assignees, subject only to compliance by the holder with
applicable securities laws.
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5. WARRANTIES.
5.1 LMC warrants that it has the right to grant to Triton this license
and the rights set forth herein. LMC further warrants that it is not aware of
any third party claim that the Millimeter Wave MMIC Design Technology products
licensed hereunder infringes the intellectual property rights held by such third
party. LMC makes no further warranties either express or implied.
5.2 Triton warrants to LMC that it has developed a business plan and
commensurate resources that provide a reasonable basis for the commercial
exploitation of Millimeter Wave MMIC Design Technology in accordance with the
terms and intent of this Agreement. Triton makes no further warranties either
express or implied.
5.3 None of the information which may be transmitted or exchanged by
the Parties shall constitute any representation, warranty, assurance, guarantee,
or inducement by any Party to the other Party with respect to the validity of
any patents or other intellectual property rights or non-infringement of
patents or other intellectual property rights held by third parties.
6. COMPLIANCE WITH LAWS AND REGULATIONS.
6.1 Both parties shall comply with the applicable provisions of all
federal, state, and local laws and ordinances and all lawful orders, rules, and
regulations thereunder.
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6.2 Triton shall be responsible for obtaining all licenses and
approvals and complying with all applicable laws, rules and regulations,
including but not limited to, the regulations of the United States Department
of Commerce relating to the export of its commercial products containing
Millimeter Wave MMIC Design Technology. LMC will initially provide all
Millimeter Wave MMIC Design Technology technical and background information
needed to expedite the export licensing process.
7. TERM AND TERMINATI0N.
7.1 This Agreement may be terminated by either Party under the
following conditions:
(a) After notice to either party due to a material breach in
performance of any of the terms of this Agreement, which breach is not
cured as provided for in Section 12.
(b) Immediately following notice in the event of the filing of
petition in bankruptcy by or against either Party, its making an
assignment for the benefit of its creditors or seeking protection under
any law designed to protect debtors from creditor's claims.
If this Agreement is terminated then LMC shall permit Triton a wind down period
in which Triton may continue to make and sell MEDs to meet any contractual
obligations which Triton may have at the time of such termination, such wind
down period not to exceed twelve (12) months after termination, provided that
during such wind down period Triton continues to pay royalties according to the
schedule set forth in Exhibit C.
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8. LIMITS OF AGREEMENT.
8.1 Neither Party shall have the right to make commitments of any kind
for or on behalf of the other Party without the prior written consent of the
other Party.
8.2 Triton and LMC are allowed to disclose to the general public the
nature of the relationship that exists between LMC and Triton.
9. EXCUSABLE DELAYS. Neither Party hereto shall be in default by reason
of any failure to perform in accordance with any terms herein, if such failure
is due to conditions beyond the control of such Party, including but not limited
to, acts of God or the public enemy, acts of government in either its sovereign
or contractual capacity unless induced by such Party to do so, strikes, fires,
floods, epidemics, quarantine restrictions, freight embargoes, civil commotion's
and the like.
10. INTELLECTUAL PROPERTY.
10.1 All Intellectual Property Rights for Millimeter Wave MMIC Design
Technology at the time of execution of this Agreement are and shall continue to
be the property of LMC and may be used by Triton only as provided in this
Agreement and may not be assigned to any third party by Triton except as
provided in section 2.5 or as authorized in writing by LMC.
10.2 Subject to any third party restrictions on disclosure, the Parties
agree that they shall meet at least semiannually during the term of this
Agreement to disclose to one another and discuss any Improvements made related
to Millimeter Wave MMIC Design
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Technology that the developing party believes may be beneficially employed in
the Millimeter Wave MMIC Design Technology products of the other party. In the
event that a Party desires to obtain rights to an Improvement so disclosed, the
Parties agree to negotiate in good faith the terms and conditions of a license
pertaining to such Improvements.
11. LIMITATION OF LIABILITY. In no event shall LMC be liable for any
special, indirect, incidental or consequential damages, whether in contract, in
tort, or strict liability, caused by an act or omission of Triton, and Triton
shall defend, indemnify and hold harmless LMC from and against any and all
liability, injury, damage, claim or legal action resulting from any act or
omission of Triton in the manufacture, use, sale or import of Triton products or
systems incorporating Millimeter Wave MMIC Design Technology or trademarks.
12. EACH PARTY'S RIGHTS UPON BREACH BY THE OTHER PARTY. If one Party
determines that the other Party has breached the Agreement, it shall promptly so
notify the other in writing. The breaching Party shall then have thirty days to
cure the breach.
13. NOTICES. All notices relating hereto shall be sent by certified mail or
registered mail, return receipt requested with postage prepaid, in the USA mail,
to LMC or Triton at its respective address shown below or at any later address
of which written notice is given, and shall become effective when actually
received.
For LMC:
Lockheed Xxxxxx Electronics and Missiles
Attention: R&T Contracts, Mail Point 090
0000 Xxxx Xxxx Xxxx
Xxxxxxx, Xx 00000-0000
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For Triton:
Triton Network Systems, Inc.
Attention: President
0000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxx, F1 32819
14. APPLICABLE LAW. The validity, performance and construction of this
Agreement shall be governed by the laws of the State of Florida, USA, excluding
its choice of law provisions. The parties agree that any disputes between them
shall be resolved before a court of competent jurisdiction located in Orange
County, Florida.
15. INCORPORATION OF EXHIBITS. All Exhibits to this Agreement shall be
deemed incorporated herein by reference and made a part hereof.
16. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the Parties as to the subject matter hereof, and supersedes any and all prior
oral or written understandings and agreements.
17. MODIFICATION. This agreement may be modified only by a written
agreement signed by both Parties. In the event of conflict between the terms of
the Agreement and any other contracts, documents and/or agreements relating to
this effort, the terms of this Agreement shall control.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized representatives as of the day, month and year
of later signature hereto.
"LMC"
LOCKHEED XXXXXX CORPORATION,
acting through its Electronics
and Missiles Operating Unit
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Director of Contracts
Electronics & Missiles
Date: June 12, 1997
"TRITON"
TRITON NETWORK SYSTEMS, INC.
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
Chairman
Date: June 12, 1997
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EXHIBIT LIST FOR LICENSE
AGREEMENT
Exhibit A Millimeter Wave MMIC Design Technology
Exhibit B Product Specifications
Exhibit C Royalty Schedule
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EXHIBIT A - MILLIMETER WAVE MMIC DESIGN TECHNOLOGY
The following items constitute current or anticipated technology which
will be utilized in the design of the MED:
1) MMW TRANSCEIVER FOR DIGITAL COMMUNICATIONS.
The object of this proprietary design is to obtain a MMW transceiver which
provides at least 1 Xxxx XX of power over a frequency range of 38.6 to 40.0 GHz
while operating as a continuous-duty, full-duplex transceiver. The design
incorporates [*] LO/2 (1/2 Local Oscillator) [*] for [*] transmit and
receive functions. This is accomplished by matching the [*]. The exciter
section, of this design, uses [*], 50 MHz ultra-low-phase-noise oscillator [*]
for [*]-duplex channels. The [*] LO/2 frequencies are generated from a [*]
within this design. A [*] precise sampling frequency [*] is locked with the 50
MHz reference. The result of this design allows the two ends of the link to be
[*]-locked thus obtaining Zero Frequency Error between MMW link and Datum
carriers. A disclosure filing is planned for this design.
2) MMW MMIC CIRCUITS.
LME&M are currently evaluating MMIC circuits for both the prototype and
production designs. It is probable that the prototype will primarily use
non-proprietary circuitry. For improved performance, however, the final design
may use proprietary circuitry using trade secrets developed by LME&M.
Disclosures will be filed at the discretion of the parties.
[*] Confidential Treatment Requested
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3) RADOME TECHNOLOGY.
There are 3 LMC patents that cover the following technologies that will be
evaluated for use in the MED antenna/radome system:
The first patent covers an absorptive/transmissive structure which can be used
to fabricate [*] without disrupting the electromagnetic waves generated by the
antenna. [*] This technology maybe useful in minimizing EMI emissions from the
MED (which will help meet FCC regulations) and to minimize outside EMI
emissions from getting into the MED.
The second patent relates to a method for fabricating a substantially nonplanar
substrate having a predetermined pattern. More particularly, the present
invention relates to a method for fabricating a [*] surface on to a radome by
ablating the [*] into a resist layer and removing [*] metallized layer or by
ablating the [*] into a metallized layer. This patent also maybe used to
fabricate radomes with band pass characteristics.
The third patent is an anti-ice radome having a [*] plurality of resistive
heating elements. The [*] surface prevents the resistive heating elements from
disturbing the electromagnetic waves generated by the antenna within the radome.
Thus, ice formation on the radome can be prevented without sacrificing the
transmission characteristics of the radome.
These technologies will be evaluated in conjunction with the design of the MED
antenna/radome assemblies.
[*] Confidential Treatment Requested
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EXHIBIT B
PRODUCT SPECIFICATIONS
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CANDIDATE PRODUCT SPECIFICATION
Wireless Coaxial Link
April 17, 1997
Key Features:
High-Power, (2 to 3 Watt) MMW Transmitter(1)
Low Noise Receiver, (5dB Noise Figure)(2)
Digital Modulation for accommodation of repeaters
Compliance (Goals):
MMW Link Receivers and Signal
Processors: US CFR Title 47, Part 15
MMW Link Transmitters: US CFR Title 47, Parts 21 and 101
FCC MMW Link Frequency pairs in accordance with US CFR Title 47, Part
101.147 (u)
Forward Path GHz Reverse Path, GHz
1st Segment Group A Group B
Chan 1 38.60 to 38.65 39.30 to 39.35
Chan 2 38.65 to 38.70 39.35 to 39.40
Chan 3 38.70 to 38.75 39.40 to 39.45
Chan 4 38.75 to 38.80 39.45 to 39.50
Chan 5 38.80 to 38.85 39.50 to 39.55
Chan 6 38.85 to 38.90 39.55 to 39.60
Chan 7 38.90 to 38.95 39.60 to 39.65
2nd Segment
Chan 8 38.95 to 39.00 39.65 to 39.70
Chan 9 39.00 to 39.05 39.70 to 39.75
Chan 10 39.05 to 39.10 39.75 to 39.80
Chan 11 39.10 to 39.15 39.80 to 39.85
Chan 12 39.15 to 39.20 39.85 to 39.90
Chan 13 39.20 to 39.25 39.90 to 39.95
Chan 14 39.25 to 39.30 39.95 to 40.00
Link Transmitter:
Channel Spacing 50 MHz
Transmitter RF Output(1) 2-3 Xxxxx
Maximum EIRP, 1-meter diameter antennas(3) 50 dBW
Maximum Occupied Bandwidth 40 MHz
Modulation(4) DPSK
Link Receiver:
Channel Spacing 50 MHz
Noise Figure(2) 5 dB
3 dB Bandwith 40 MHz
Input Dynamic Range -20 to -90 dBm
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Antenna Configuration:
Number of Antennas/Site One 1-foot antenna std.,
Two 1-foot antennas or
other antennas as req'd
for special circumstances
Host/Controller-to-MMW RF Link Interfaces:
Signal Interface Type Dedicated Coaxial Cable
Signal Interface Definition Serial, Digital, Full-duplex
Signal Serial Bite Rate(4) 30.72 MHz + 1 PPM
-
Control Interface Type Dedicated Differential Pair
Control Interface Definition EIA RSS 485
Control Interface Bit Rate 14400 bit/second
Precise Reference Output:
Low Phase Noise RF Reference 50.00 MHz +0.1 PPM
-
System Clock Reference 30.72 MHz +1PPM
-
Diagnostic & Management Interface:
Controls Channel Select
Tx/Rx Enable
RF parameter settings
Modem settings
Built-in Test Power sources
Status of LRUs
Packaging:
The MMW RF link group is packaged in an environmentally resistant
outdoor case and will operate over an ambient temperature range of -30
to +55 degrees Celsius.
Primary Power:
Standard operating voltage is 115 VAC or 230 VAC
Power input is applied to both Host and Link groups.
Notes:
1: Rated Transmitter Power is measured at the transmitter module output
WG interface with [*], and specifically not at the antenna flange when
a [*] to accommodate a single antenna.
2: Rated Receiver Noise Figure is measured at the receiver module
output WG interface with either an antenna [*], and specifically not at
the antenna flange when [*] to accommodate a single antenna.
3: Maximum EIRP under FCC rules; CFR Title 47, Part 101.113 to 55 dBW
4: As a goal, a data rate of more than > 45 Mbit/sec, and a
corresponding modulation type will be evaluated for implementation.
[*] Confidential Treatment Requested
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CANDIDATE PRODUCT DESCRIPTION
WIRELESS COAXIAL LINK
April 17, 1997
The Wireless Coaxial Link is a millimeter wave, full-duplex radio system that
provides the equivalent of a coaxial link, between two points without wires.
The Wireless Coaxial Link operates over [*] full-duplex pair of [*] MMW channels
which are defined in [*] segments [*].
The MMW RP Link side of the Wireless Coaxial Link provides Client Interfaces of
high-speed signals via a coaxial cable and controls via a differential pair.
The extended air side of the Wireless Coaxial Link is packaged in an
environmentally resistant outdoor case and will operate over an ambient
temperature range or -30 to +55 degrees Celsius.
Standard operating voltage is 115 VAC or 230 VAC.
Antennas supporting each end of the Wireless Coaxial Link can be as small as
1 foot in diameter for short distances in rain-free locations or can be as
large as 1 meter in diameter for more margin. The standard product features a
single 1-foot diameter antenna. Dual 1-foot antennas or larger antennas are
optional for special circumstances.
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EXHIBIT C - ROYALTY SCHEDULE
Triton shall provide royalty payments to LMC for a five-year period
starting at the date of first sale or other disposition of an MED (the "first
sale" date) based on a percentage of the MED gross sales price. As used herein,
the "MED gross sales price" shall exclude discounts allowed, transportation
charges assessed by third party carriers, insurance in transit, and applicable
sales taxes, if any, incident to delivery of Triton products to the purchaser of
such products.
The amount of royalty payments will be computed according to the
following schedule:
Cumulative MED Gross Sales Level Royalty as Percent
For Five Years (US Dollars) of Gross MED Sales Price
-------------------------------- ------------------------
0.00 through 999,999.99 [*]
1,000,000.00 through 5,999,999.99 [*]
6,000,000.00 through 11,999,999.99 [*]
12,000,000.00 and above [*]
Triton has the option at anytime prior to termination of the Agreement
of having the license being deemed paid-up and so relieving it of any obligation
to pay future royalties under the Agreement by paying LMC a lump sum payment of
[*], the lump sum being in addition to any royalties due under the Agreement at
the time Triton exercises the option.
If the royalties paid under the above schedule in a royalty year
between the first sale date and the first anniversary of the first sale date, or
between successive anniversaries of
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the first sale date, are less than $25,000, then Triton shall make a payment to
LMC within (30) days of the anniversary ending the royalty year equal to the
difference between the royalties paid during the royalty year and $25,000.
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