SD HOST/ANCILLARY PRODUCT LICENSE AGREEMENT (HALA) This SD HOST/ANCILLARY PRODUCT LICENSE AGREEMENT is made by and between SD-3C LLC (“SD-3C LLC” or “Licensor”) a Delaware limited liability company having its registered office at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, U.S.A, under authorization of the members of SD Group (as defined below), and ________________________________________(“Licensee”, also including the entities listed in Schedule C), a corporation having its principal place of business at_________________________________________________________________, and is effective as of the later of the two (2) signature dates below (the “Effective Date”). WHEREAS, Panasonic Holdings Corporation (formerly known as Panasonic Corporation), SanDisk LLC and Kioxia Corporation (formerly known as Toshiba Memory Corporation), (collectively, including their respective Affiliates, the “SD Group”) developed a next generation card technology; and WHEREAS, SD Group owns valuable Essential Patent Claims (as defined below) to make, use and sell SD Host Products (as defined below) and SD Ancillary Products (as defined below); and WHEREAS, SD Group has defined certain specifications which are valuable to the production and use of SD Host Products and SD Ancillary Products, and have obtained know-how, trade secret and technical information and copyrights embodied therein (defined hereinafter as “SD Group Specifications”); and WHEREAS, Licensor owns the SD Logos; and WHEREAS, Licensor believes that a non-exclusive joint licensing program, under which licensees can obtain access and a license to as many Essential Patent Claims of SD Group as possible, the SD Group Specifications (excluding the Specifications Addenda) and the SD Logos in one transaction, is an efficient method for licensing Essential Patent Claims of SD Group, SD Group Specifications (excluding the Specifications Addenda) and SD Logos for the benefit of licensees and the public, and SD Group has granted Licensor the right to grant licenses with respect to the Essential Patent Claims of the SD Group and SD Group Specifications (excluding the Specifications Addenda) on their behalf to licensees that wish to make, use or sell SD Host Products or SD Ancillary Products; and WHEREAS, Licensee wishes to obtain a license under the Essential Patent Claims of SD Group, SD Group Specifications (excluding the Specifications Addenda) and SD Logos to make, use and sell SD Host Products and/or SD Ancillary Products; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Definitions. For purposes hereof, the following capitalized terms shall have the respective meanings provided below: 1.1 “Affiliate” shall mean, with respect to any party hereto, any corporation, firm, partnership, proprietorship, or other legally recognizable form of business entity, in whatever country organized or resident, directly or indirectly owned or controlled by such party, but only for so long as such ownership or control exists. For the purpose of this definition, “ownership” shall mean more than fifty percent (50%) beneficial ownership of the equity securities or interests of the legally recognizable entity or the ability to vote more than fifty percent (50%) of the aggregate votes cast at a partner or shareholder meeting (or the ability to control any single class of votes), in each case, only so long as such ownership or voting rights continue. For the purpose of this definition, “control” shall mean the power to direct or cause the direction of the management or policies of such legally recognizable entity, directly or indirectly, whether through the ownership of voting shares, by contract or otherwise. Licensee’s Affiliates that are authorized to exercise rights under this Agreement are listed in Schedule C. Licensee may add any of its Affiliates, or may alternatively note “all Affiliates”, to Schedule C at any time with prior written notice to Licensor. 1.2 “Agreement” or “HALA” shall mean this SD Host/Ancillary Product License Agreement, including all schedules attached hereto, and any and all amendments to the Agreement and/or such schedules. 1.3 “Confidential Information” shall mean, if disclosed in tangible form, information marked “Confidential”, “Proprietary” or with other similar designation to indicate its confidential or proprietary nature, or if disclosed orally, is indicated orally to be confidential or proprietary by Licensor at the time of such disclosure and is confirmed in writing as confidential or proprietary by Licensor within a reasonable time after such disclosure. 1.4 “Content Protection for Recordable Media” shall mean a certain technology that helps to prevent unauthorized reproduction and/or manipulation of digital and/or electronic content and that is licensed by a separate agreement from the entity known as 4C Entity, LLC, a Delaware limited liability company. 1.5 “Essential Patent Claims” shall mean claims of a patent or patent application which would be necessarily and unavoidably infringed by the making, having made, designing, using, offering for sale, selling, importing, exporting, leasing or disposing by other means of those portions of a product that implements the secure digital technology in compliance with the SD Group Specifications in a particular country in the absence of a license or other authorization from the owner of such patent claims in such country. As used herein, “infringe” includes direct infringement, contributory infringement and/or inducement of infringement. Essential Patent Claims shall not include patent claims for a format that is independently adopted by third parties but incorporated and referenced in the SD Specifications, nor shall it include Semiconductor Memory Technology or semiconductor process/packaging technologies. 1.6 “HALA-FAQ” shall mean the document located on Licensor’s website location at www.SD-3C.com, as may be amended from time to time by Licensor. TECH/1235959.1 2 1.7 “Licensable” shall mean possession of the ability to grant a license or sublicense of, or within, the scope provided for herein without payment of royalties or other compensation by a party to any third party which is not an Affiliate of such party and without violating the terms of any agreement or other arrangements with a third party. 1.8 “SD Ancillary Products” shall mean products, or parts or software thereof, that: (i) in whole or in part comply with all applicable portions of Part 1, Part 2 or Part 3 of the SD Specifications; AND (ii) are interoperable with SD Host Products or SD Memory Cards. SD Ancillary Products include, but are not limited to, adapters and software applications, and SD I/O Cards, but do NOT include SD Host Products, SD Memory Cards, other products incorporating semiconductor memory products (including but not limited to flash memory, ROM or RAM) used for data storage in accordance with Part 2 of the SD Specifications, flash memory storage devices, or flash memory controllers. 1.9 “SD Association” or “SD Card Association” shall mean the SD Card Association, which is a California membership corporation having its principal place of business at 2400 Camino Ramon, Suite 375, San Ramon, CA 94583, U.S.A. 1.10 “Licensor Compliance Committee” shall mean a committee appointed or approved by Licensor to verify an SD Product’s compliance with the SD Specifications pursuant to Schedule D. 1.11 “SD Association Specifications” shall mean the specifications owned and licensed by SD Association, specifically, (i) the incremental portions that constitute any material revisions of the SD Group Specifications and (ii) Parts 5 and higher. 1.12 “SD Card Association License Agreement” shall mean the separate license agreement by which SD Association licenses certain trade secret rights, copyrights and other rights in the SD Association Specifications and pictographs of the SD Association. 1.13 “SD Group” shall mean collectively Panasonic Holdings Corporation, SanDisk LLC and Kioxia Corporation and their respective Affiliates. 1.14 “SD Group Specifications” shall mean the specifications established by the SD Group for flash memory cards defined by the SD Physical Specification (Part 1 of the SD Specifications), the SD Logical Specification (Part 2 of the SD Specifications), the SD Security Specification (Part 3 of the SD Specifications) and the SD Audio Specification (Part 4 of the SD Specifications), as of the time specified in Schedule A, including any corrections or other non-material changes made thereto by SD Group and subject to the caveats in Schedule A, shall also include the Specifications Addenda. SD Group Specifications are further described in the SD Specifications Parts 1-4 as set forth in Schedule A and are included in Confidential Information. 1.15 “SD Host Products” shall mean Standalone products, or parts or software thereof, that actually host SD Memory Cards and comply with Part 1 and Part 2, and all other applicable portions of the SD Specifications. 1.16 “SD I/O Cards” shall mean SD Ancillary Products that: (i) are capable of performing any function other than memory storage, wherein for the purposes of this section TECH/1235959.1 3 “memory storage” shall mean the storage of any data in a non-volatile memory device, regardless of whether the non-volatile memory storage device is used for the storage of executable code, non-executable code, drivers, or any other type of data or information (e.g., Supplemental Code Area or SD Memory as described in Part E-1 of the SD Specifications); (ii) comply with Part 1 of the SD Specifications; and (iii) comply wholly or in part with Part E-1 of the SD Specifications. I/O cards that include Supplemental Code Area, SD Memory or any other type of memory storage will be licensed by the Licensor under a separate license agreement. 1.17 “SD Logos” shall mean the trademark rights, copyrights and other rights in and to certain logos of SD Host Products and SD Ancillary Products as set forth in Schedule B-2, which may be revised from time to time by Licensor. 1.18 “SD Logo Guideline” shall mean the Part 1 (SD Logo Guideline) of the SD Logo Guideline / SDA Logo Guideline referenced in Schedule B-1 that sets forth the standards for using the SD Logos, as such part may be revised from time to time by Licensor. 1.19 “SD Memory Cards” shall mean semiconductor memory products (including but not limited to flash memory, ROM, RAM and I/O cards (with memory storage capacity)) other than SD I/O Cards, or parts or software thereof, that comply with all of Part 1, Part 2 and Part 3 of the SD Specifications. SD Memory Cards also include, but are not limited to, embedded products that comply with Part 1 (except the form factor), Part 2 and Part 3 of the SD Specifications. 1.20 “SD Memory Card License” shall mean the separate license agreement by which Licensor licenses certain technology relating to SD Memory Cards. 1.21 “SD Products” shall mean the SD Host Products, SD Ancillary Products and SD Memory Cards. 1.22 “SD Specifications” shall mean the SD Group Specifications and the SD Association Specifications collectively. 1.23 “Schedule A” shall mean Schedule A attached to this Agreement, as such schedule may be amended in accordance with Section 10 below from time to time by Licensor. 1.24 “Schedule B” shall mean Schedule B attached to this Agreement, as such schedule may be amended from time to time by Licensor. 1.25 “Schedule C” shall mean Schedule C attached to this Agreement, as such schedule may be amended from time to time by Licensee upon written notice to the Licensor. 1.26 “Schedule D” shall mean Schedule D attached to this Agreement, as such schedule may be amended from time to time by Licensor . 1.27 “Semiconductor Memory Technology” shall mean technology including patent claims relating to the development, design, manufacture or sale of any semiconductor memory devices. TECH/1235959.1 4 1.28 “Specifications Addenda” shall mean those specifications established, owned and licensed separately by the SD Association that are set forth on Schedule A. The Specifications Addenda may be amended by Licensor from time to time to include specifications duly adopted by the SD Association. Amendments to the Specifications Addenda, if any, will be described in the HALA-FAQ. 1.29 “Standalone” with respect to a device shall mean that the device is capable of functioning without relying on interaction or attachment to another independent device. 1.30 “Third Party SD Host/Ancillary Product Licensee” or “TPHAL” shall mean a third party that has executed an SD Host/Ancillary Product License Agreement with Licensor. The term Third Party SD Host/Ancillary Product Licensee shall also include such third party’s Affiliates that are licensed under such agreement. 1.31 “Third Party SD Memory Card Licensee” or “TPCL” shall mean a third party that has executed an SD Memory Card License Agreement (including, flash memory cards, I/O Cards, OTP cards, etc.) with Licensor. The term Third Party SD Memory Card Licensee shall also include such third party’s Affiliates that are licensed under such agreement. 2. Essential Patent Claims License 2.1 Upon the terms and conditions and with the limitations and exceptions hereafter set forth, Licensor hereby grants to Licensee a non-exclusive, non-transferable, royalty-free license, on a worldwide basis during the term hereof, to make, have made, design, use, offer for sale, sell, import, export, lease or otherwise dispose of SD Host Products and SD Ancillary Products under the Essential Patent Claims Licensable by Licensor. 2.2 Licensor hereby releases Licensee and their customers from any and all claims of any past infringement of the Essential Patent Claims Licensable by Licensor arising from Licensee’s making, having made, designing, using, offering for sale, selling, importing, exporting, leasing or disposing by other means of SD Host Products and SD Ancillary Products for the period prior to the Effective Date of this Agreement. 2.3 IT IS EXPRESSLY UNDERSTOOD THAT THE RIGHTS AND LICENSES GRANTED PURSUANT TO THIS AGREEMENT DO NOT EXTEND TO ANY SEMICONDUCTOR MEMORY TECHNOLOGY, FLASH MEMORY CONTROLLER TECHNOLOGY OR SEMICONDUCTOR PROCESS/PACKAGING TECHNOLOGY. 2.4 Licensee hereby grants to each member of the SD Group and each TPHAL under the Essential Patent Claims Licensable by Licensee, a non-exclusive, non-transferable, royalty-free license to and release from any and all claims of infringement, on a worldwide basis, to make, design, have made, use, offer to sell, sell, import, export, lease or otherwise dispose of SD Host Products and SD Ancillary Products. Such license grants are made only to such parties that have entered into a substantially similar SD Host/Ancillary Product License Agreement. 2.5 Licensee hereby agrees to grant under non-discriminatory, fair and reasonable terms and conditions to each member of the SD Group and each TPCL under the Essential Patent Claims Licensable by Licensee, a non-exclusive, non-transferable license to and release from any TECH/1235959.1 5 and all claims of infringement, on a worldwide basis, to make, design, have made, use, offer to sell, sell, import, export, lease or otherwise dispose of SD Memory Cards. 2.6 Licensor and Licensee hereby agree that in the event any dispute arises that cannot be settled between the parties, as to determination of (i) the fair and reasonable terms and conditions for the license to be granted by Licensee in accordance with Section 2.5 above, or (ii) whether a certain patent claim is an Essential Patent Claim, the dispute shall be determined by an expert jointly appointed and paid for by the Licensee and Licensor. This dispute resolution process is without prejudice to any other rights of a party under this Agreement. 2.7 Licensor shall have the right to terminate the license granted in Section 2.1 under any of the Essential Patent Claims owned by any member of SD Group in the event that Licensee has (i) brought a claims(s) against a member of SD Group or any TPHAL or TPCL, in a lawsuit or other proceeding, that such entity is infringing or has infringed a patent claim, that such entity reasonably believes is an Essential Patent Claim, by making, having made, designing, using, offering for sale, selling, importing, exporting, leasing or disposing by other means of SD Products, (ii) attempted or threatened to revoke the license under Section 2.4 above, or (iii) unreasonably refused to grant a license under Section 2.5 above, to such member of the SD Group or TPCL. 2.8 Licensee shall have the right to terminate the license granted in Sections 2.4 and 2.5 to a specific member of the SD Group, a TPHAL or a TPCL under any of the Essential Patent Claims owned by Licensee in the event that (i) such specific member of the SD Group, TPHAL or TPCL has brought a claim(s) against Licensee, in a lawsuit or other proceeding, that the Licensee is infringing or has infringed a patent claim, that Licensee reasonably believes is an Essential Patent Claim, by making, having made, designing, using, offering for sale, selling, importing, exporting, leasing or otherwise disposing of any SD Products, (ii) such specific member of the SD Group has attempted or threatened to revoke the license under Section 2.1 above, (iii) such TPHAL has attempted or threatened to revoke the license under the equivalent of Section 2.4 above in such TPHAL’s SD Host/Ancillary Product License Agreement with Licensor, or (iv) such TPCL has unreasonably refused to grant a license under the equivalent of Section 2.5 above in such TPCL’s SD Memory Card License Agreement with Licensor, to Licensee. 3. SD Group Specifications License 3.1 Upon the terms and conditions and with the limitations and exceptions hereafter set forth, including but not limited to the confidentiality obligations contained herein, Licensor hereby grants to Licensee a non-exclusive, non-transferable license, on a worldwide basis during the term hereof, to use the SD Group Specifications (excluding the Specifications Addenda) as listed in Schedule A hereto, including the technical information, know-how and trade secrets contained therein, solely to make, design, have made, use, offer for sale, sell, import, export, lease or otherwise dispose of SD Host Products and SD Ancillary Products. 3.2 Licensee hereby agrees that in the event Licensee has SD Host Products or SD Ancillary Products made, developed, designed or otherwise manufactured by a third party on a subcontract basis pursuant to Sections 2.1 and/or 3.1 of this Agreement, Licensee shall ensure that such third party has executed an SD Host/Ancillary Product License Agreement with Licensor TECH/1235959.1 6 prior to contracting with such third party. Licensee shall, however, have the option to contract to have SD Host Products or SD Ancillary Products made, developed, designed or otherwise manufactured by a third party on a subcontract basis, without the requirement that the third party execute an SD Host/Ancillary Product License Agreement, provided that Licensee hereby agrees that Licensee has not, and will not, disclose the Confidential Information, to such third party unless (i) such third party has agreed, in writing, to comply with confidentiality obligations at least as restrictive as those in this Agreement; and (ii) Licensee is responsible and financially liable for such third party’s compliance with the applicable terms and conditions of this Agreement. 3.3 Upon payment by Licensee of the fees stated in Section 7.1, a copy of the current version of the SD Group Specifications necessary for the SD Host Products and SD Ancillary Products, which may not be reproduced in whole or in part, will be available through either the SD-3C or the SD Association. 3.4 Licensee acknowledges and agrees that the right to use the SD Group Specifications (excluding the Specifications Addenda) licensed hereunder does not extend to Licensee’s use of the same in connection with any product that does not comply with the applicable SD Specifications as required herein, or that is incompatible with products that comply with the SD Specifications. 3.5 Licensee acknowledges and agrees that, making, having made, designing, using, offering for sale, selling, importing, exporting, leasing or disposing by other means of SD Host Products and SD Ancillary Products may require a separate license for Content Protection for Recordable Media. 3.6 Licensee acknowledges and agrees that, making, having made, designing, using, offering for sale, selling, importing, exporting, leasing or disposing by other means of SD Memory Cards requires Licensee to enter into a separate SD Memory Card License. 3.7 Licensee acknowledges and agrees that if Licensee’s SD Host Products or SD Ancillary Products use, incorporate or support Content Protection for Recordable Media as a security feature, then it shall comply with all applicable portions of Part 3 of the SD Specifications. 3.8 Licensee acknowledges and agrees that, making, having made, designing, using, offering for sale, selling, importing, exporting, leasing or disposing by other means of SD Host Products and SD Ancillary Products may require Licensee to enter into a separate SD Card Association License Agreement. 3.9 Licensee acknowledges and agrees that any license to use the SD Association Specification and the Specifications Addenda must be obtained from the SD Association. 4. SD Logo License and Trademark 4.1 Upon the terms and conditions and with the limitations and exceptions hereafter set forth, Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the SD Logos solely on SD Host Products and SD Ancillary Products, and accompanying packing materials, and in related advertising and other sales and marketing literature, including catalogues or brochures, and user manuals for such SD Host Products and SD Ancillary Products, in the form TECH/1235959.1 7 and manner specified in the SD Logo Guideline on a worldwide basis during the term hereof. In the event that Licensee has SD Host Products or SD Ancillary Products made, developed, designed or otherwise manufactured by a third party on a subcontract basis pursuant to Sections 2.1, 3.1 and/or 3.2 of this Agreement, Licensee shall be responsible for such third party’s compliance with the applicable terms and conditions of this Agreement, and Licensee shall make sure that such third party uses the SD Logos with the SD Host Products and SD Ancillary Products manufactured for, and sold by, Licensee, under the terms and conditions of this Agreement. 4.2 Licensee is strictly prohibited from using the SD Logos in any other form than that which is specifically set forth in the SD Logo Guideline. 4.3 In Licensee’s sole discretion, Licensee shall have the right, and is strongly encouraged, to place the SD Logos on all SD Host Products and SD Ancillary Products and accompanying product packaging to the extent that such placement is practicable. 4.4 Licensee shall place the SD Logo on all user manuals that accompany SD Host Products and SD Ancillary Products even if the SD Logos are not affixed to the SD Host Products or SD Ancillary Products. 4.5 Licensee shall ensure that there is imprinted legibly and irremovably on all materials and things on or with which the SD Logos appear in any form, the legends and notices required by the SD Logo Guideline. 4.6 Licensee shall not co-join or combine any other logo, trademark, trade name or other designation with the SD Logos, and shall use the SD Logos only as commercially separate and distinct from any other logo, trademark, trade name or other designation. Licensee shall not use the SD Logos in a manner which impairs the right in the SD Logos. 4.7 Licensee shall use reasonable efforts to ensure that distributors’ and retailers’ usage of the SD Logos in advertising, promotional materials, catalogues or brochures offering Licensee’s SD Host Products and SD Ancillary Products for sale shall comply with the SD Logo Guideline and Sections 4.2, 4.4, 4.5, 4.6 and 5.1 of this Agreement. 4.8 In cases where Licensee sells SD Host Products or SD Ancillary Products on an OEM basis, the Licensee shall use reasonable efforts to ensure that such purchaser’s usage of the SD Logos in product packaging, advertising, promotional materials, catalogues or brochures offering such SD Host Products or SD Ancillary Products for sale shall comply with the SD Logo Guideline and Sections 4.2, 4.4, 4.5, 4.6 and 5.1 of this Agreement in case such purchaser chooses to use the SD Logos. 4.9 Licensee shall not object to the use of the trademark and/or combination of letters “SD” or incorporation thereof with SD Products by any TPHAL, any TPCL or any member of the SD Group and Licensee shall not claim any consideration for such use; provided, however, that such TPHAL, TPCL or member of the SD Group shall extend the same treatment to Licensee. 4.10 Licensee shall be afforded a reasonable period of time (not less than three (3) months) subsequent to any changes to the SD Logo Guideline or the SD Logos to implement the new requirements of the SD Logo Guideline and SD Logos or to discontinue use of the SD Logos TECH/1235959.1 8 without affecting the validity of this Agreement or the rights granted hereunder. Licensee shall have the right to sell remaining inventory stock and complete and sell manufacturing work in process which becomes non-compliant as a direct result of such change to the SD Logo Guideline or the SD Logos. 5. Verification 5.1 Licensee agrees that all products bearing or marketed under the SD Logos or otherwise claiming to be compatible with SD Products shall conform to the applicable SD Specifications and that all uses of the SD Logos shall fully comply with the SD Logo Guideline. Licensee further agrees that in case the Licensee sells any SD Host Products or SD Ancillary Products on an OEM basis to third parties, the Licensee shall cause, and bear responsibility for causing, such third parties to comply with the requirements that all products bearing or marketed under the SD Logos or otherwise claiming to be compatible with SD Products and sold by the third parties shall conform to the applicable SD Specifications, and that all uses of the SD Logos by the third parties shall comply with the SD Logo Guideline. 5.2 Licensee hereby agrees not to make, have made, design, use, offer for sale, sell, import, export, lease or otherwise dispose of a purported SD Product bearing or marketed under the SD Logos or otherwise claiming to be compatible with SD Products other than in full compliance with the applicable SD Specifications and the procedures set forth below and in Schedule D, as may be amended from time to time by Licensor. 5.3 If at any time during the term hereof, the Licensor Compliance Committee determines, in its sole reasonable judgment, that Licensee may be manufacturing (except for prototypes), selling, marketing, promoting or distributing an SD Product bearing or marketed under SD Logos or otherwise claiming to be compatible with SD Products which is not in full compliance with the applicable SD Specifications, at the request of the Licensor Compliance Committee, such Licensee shall submit sample SD Product (except a prototype) to a Designated Laboratory (as defined in Schedule D) for verification in accordance with the procedures set forth in Schedule D. 5.4 If Final Failure (defined in Schedule D) is declared for an SD Product by the Licensor Compliance Committee in accordance with committee protocol, then Licensor shall have the right to terminate the rights relating to the SD Logos granted to such Licensee under this Agreement with respect to such SD Product that has been declared the Final Failure, upon thirty (30) days’ prior written notice to Licensee. 5.5 The right of termination set forth in Section 5.4 above shall not be exclusive of any other remedies or means of redress to which the Licensor may be lawfully entitled, and all such remedies shall be cumulative. Upon termination pursuant to Section 5.4, all rights of Licensee granted hereunder, relating to the SD Logos with respect to the SD Product that failed to meet the verification standards, shall cease. 5.6 NO NOTICE OR STATEMENT OF ANY KIND SENT BY LICENSOR OR THE LICENSOR COMPLIANCE COMMITTEE SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE SD TECH/1235959.1 9 PRODUCT IDENTIFIED IN SUCH NOTICE OR STATEMENT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR INTERCHANGEABILITY OR INTEROPERABILITY WITH OTHER SD PRODUCTS. 6. Services by Licensor 6.1 Licensee agrees that Licensor Compliance Committee has the right, to request sample SD Product (except a prototype) from Licensee pursuant to Section 5.3 in order to perform verification in accordance with the procedures set forth in Schedule D. 6.2 Licensor shall have the right to disclose the identity of Licensee as an SD Host/Ancillary Product licensee. 7. Fees 7.1 In consideration of the licenses granted hereunder, upon the terms and conditions and with the limitations set forth herein, Licensee agrees to pay to Licensor an annual license fee of five thousand US dollars ($5,000.00).The license fee paid hereunder shall cover Licensee and Licensee’s Affiliates listed in Schedule C, and shall not be returnable or refundable in any event. 7.2 The annual license fees indicated in Section 7.1 above shall be due January 1st of each calendar year for the term of the Agreement. Licensor, at its discretion, may provide Licensee with an invoice prior to year end. Licensee agrees to pay the amounts due to Licensor within forty-five (45) days after receipt of an invoice from Licensor each calendar year for the term of the Agreement. The annual license fees will be pro-rated on a quarterly basis for the initial year of this Agreement. For example, if the Effective Date of this Agreement is in August, then the annual license fees will be pro-rated by fifty percent (50%) to account for the two (2) full quarters during which this Agreement was not in effect. Licensee agrees that late payment of the license fees shall bear interest at one percent (1%) per month or, if less, the maximum rate allowed by law. 7.3 Payments for verification costs and fees shall be governed by Schedule D hereto. 7.4 All payments made by Licensee to Licensor under this Agreement shall be made without any deduction for any taxes, except any income or withholding taxes that are required to be withheld under any law of any applicable jurisdiction on any payments by Licensee to Licensor under this Agreement, which taxes shall be withheld by Licensee to the extent required by law and actually paid to the appropriate taxing authority. Licensee shall within forty-five (45) days following payment of any such taxes provide proof to Licensor of payment of such taxes (including, but not limited to, official receipts in the name of Licensor and photocopies of all forms filed by Licensee with the appropriate taxing authorities) together with certified English translations of such documentation (if not in the English language). Licensee shall indemnify and hold harmless Licensor for any penalties and interest that may be payable as a result of Licensee’s failure to timely pay all taxes or other assessments of Licensor that Licensee is obligated to withhold. All other taxes imposed on payments by Licensee to Licensor including but not limited to value added taxes, consumption taxes, and sales taxes, which may be imposed now or in the future or under the laws of any applicable jurisdiction shall be Licensee’s sole responsibility and Licensee shall promptly transmit such taxes to the appropriate authorities as and when they TECH/1235959.1 10