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EXHIBIT 10.5
SPECIFIC CO-OPERATION AND DEVELOPMENT AGREEMENT (I)
IPULSE 1.5 LICENSE
1 GENERAL
1.1 PARTIES. THIS SPECIFIC DEVELOPMENT AND CONSULTING AGREEMENT (this
"Agreement") is made and entered into this 8th day of November 2000, by
and between Microcell Labs Inc. ("Microcell Labs"), a Canadian
corporation with offices at 1250 Rene-Levesque Blvd West, Suite 400,
Montreal, Quebec, Canada, and 3044016 Nova Scotia Company ("CanCo") and
is made under the general tems of a General Co-Operation and
Development Agreement ("GCDA") entered into between CanCo and Microcell
Labs on November 8, 2000.
1.2 RELATION TO THE GCDA. The terms of the GDCA shall apply to this
Agreement except where they are inconsistant with the terms of this
Agreement, and the defined terms used in the GCDA shall have the same
meaning in this Agreement, unless the context would obviously require
otherwise.
1.3 SUBJECT AND PURPOSE OF THIS AGREEMENT. This Agreement sets forth the
terms by which CanCo grants to Microcell Labs a license to use iPulse,
version 1.5, as described in Exhibit A (iPulse 1.5, Product & Feature
Description) ("iPulse 1.5") and the rights licensed pursuant to this
Agreement shall be deemed to be a Work Product for purposes of the
application of the terms of the GCDA.
1.4 ADDITIONAL AGREEMENT. Integration, acceptance, installation, support
and maintenance services are not included hereunder and will be
provided by CanCo under additional specific agreement(s) to Microcell
Labs. Any such services will be made available by CanCo at reasonable
and competitive rates which would be mutually agreed to .
2 WORK PRODUCT DESCRIPTION
2.1 Work Product, under this Agreement, shall refer to the rights to iPulse
1.5 licensed pursuant to this agreement, any addition or improvements
thereto shall be dealt with under separate agreement
Deliveries will be made as detailed below:
o Installation December 15, 2000
o Integration to be determined
o Commercialization March 31, 2001
3 LICENSE GRANT AND TERM OF LICENSE
3.1 CanCo hereby grants to Microcell Labs a non-exclusive,
non-transferable, non-revocable license to use iPulse 1.5 on the terms
and conditions attached hereto as Schedule 1 (the "Terms and
Conditions").
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3.2 The parties agree that Section 11.2 of the GDCA is not applicable to
this Agreement.
3.3 CanCo agrees that it will not grant a license to use iPulse 1.5 in
Canada to any persons other than Microcell Labs under the license
granted hereunder during the term thereof.
3.4 The right of any corporate entity to benefit from the license granted
hereunder shall be conditional upon its written agreement to be bound
by the Terms & Conditions.
4 FEES AND PAYMENT SCHEDULE
4.1 ROYALTY FREE LICENSE. Except for revenue sharing payments as provided
by Section 7.3. of the GCDA, the license granted hereunder shall be
royalty free during the term of this Agreement.
4.2 In the event that CanCo fails to meet the delivery dates indicated in
Section 2.1, Microcell Labs will be released from its exclusivity
covenants as set forth in Section 3.3 of the GDCA for the sole purpose
of sourcing a similar product. If CanCo wishes to Swap out that product
at a later date and reinstall the exclusivity, it may do so at its own
cost.
5 RIGHTS OF ERICSSON
Microcell Labs acknowledges and agrees to the rights of Ericsson (as
that term is defined in the Terms and Conditions) as set forth as
Section 9 of the Terms and Conditions.
MICROCELL LABS INC. 3044016 NOVA SCOTIA COMPANY
By: /s/ MARC FERLAND By: /s/ GUNNAR THORODSSEN
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Title: Vice President Title: General Counsel
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INTERVENTIONS
Ericsson Telecom A.B. and Ericsson Canada Inc. intervene hereto, only
to accept the benefit of Section 5 above and to confirm that Ericsson
Canada Inc. has granted to MCE Holding Corporation the right to grant a
license to iPulse 1.5 on the Terms and Conditions, pursuant to the
License Agreement signed November 8, 2000 and that they accept the
assignment of these rights to CanCo, it being understood that Ericsson
does not thereby become a party to this agreement, for any other
purposes whatsoever, they shall have no liability for any breach of the
terms of this agreement and the exclusivity granted pursuant to 3.3
applies only to CanCo and not to Ericsson.
ERICSSON TELECOM A.B. ERICSSON CANADA INC.
Per: /s/ DAVID WILLIAMS, Per: /s/ DAVID WILLIAMS,
General Counsel General Counsel
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EXHIBIT A
IPULSE 1.5, PRODUCT & FEATURE DESCRIPTION
