[Proposed] Final Judgment

FINAL JUDGMENT

WHEREAS plaintiff United States of America filed its Complaint alleging that defendants QUALCOMM Incorporated and Flarion Technologies, Inc. violated Section 7A of the Clayton Act, 15 U.S.C. § 18a, commonly known as the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and plaintiff and defendants, through their respective attorneys, have consented to the entry of this Final Judgment without trial or adjudication of any issue of fact or law, for settlement purposes only, and without this Final Judgment constituting any evidence against or any admission by the defendants with respect to any such issue;

NOW THEREFORE, without trial or adjudication of any issue of fact or law herein, and upon the consent of the parties hereto, it is ORDERED, ADJUDGED AND DECREED:

I. JURISDICTION

The Court has jurisdiction over the subject matter of this action and over the parties to this action. The Complaint states a claim upon which relief can be granted against the defendants under Section 7A of the Clayton Act, 15 U.S.C. § 18a.

II. CIVIL PENALTY

Judgment is hereby entered in this matter in favor of plaintiff United States of America and against defendants QUALCOMM Incorporated and Flarion Technologies, Inc., and pursuant to Section 7A(g)(1) of the Clayton Act, 15 U.S.C. § 18a(g)(1), the Debt Collection Improvement Act of 1996, Pub. L. 104-134, § 31001(s), and FTC Rule 1.98(a), 16 C.F.R. § 1.98(a) (2000), defendants hereby are ordered jointly and severally to pay a civil penalty in the amount of one million eight hundred thousand dollars ($1,800,000). Payment shall be made by wire transfer or cashier's check. If the payment is made by wire transfer, the defendants shall contact Janie Ingalls of the Antitrust Division's Antitrust Documents Group at (202) 514-2481 for instructions before making the transfer. If the payment is made by cashier's check, the check shall be made payable to the United States Department of Justice and delivered to:

Defendants shall pay the full amount of the civil penalties within thirty (30) days of entry of this Final Judgment. In the event of a default in payment, interest at the rate of eighteen (18) percent per annum shall accrue thereon from the date of default to the date of payment.

III. COSTS

Each party shall bear its own costs of this action.

IV. PUBLIC INTEREST DETERMINATION

Entry of this Final Judgment is in the public interest.