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UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA



UNITED STATES OF AMERICA,    
United States Department of Justice
Antitrust Division
1401 H Street, N.W. Suite 8000
Washington, DC 20530

                  Plaintiff,

                  v.

QUALCOMM INCORPORATED,
5775 Morehouse Drive
San Diego, CA 92121

and

FLARION TECHNOLOGIES, INC.,   
Bedminster One
135 Route 202/206 South
Bedminster, NJ 07921

                  Defendant.


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Civil Action No. 1:06CV00672 (PLF)

Judge Friedman

Filed: April 13, 2006



STIPULATION

It is stipulated by and between plaintiff United States of America and defendants QUALCOMM Incorporated and Flarion Technologies, Inc., through their respective attorneys, that:

1. The parties consent that the Court may file and enter a Final Judgment in the form attached to this Stipulation, without further notice to any party or other proceedings, if plaintiff has not withdrawn its consent, which it may do at any time before the entry of judgment by serving notice of its withdrawal on the defendants, and filing that notice with the Court;

2. The Court has jurisdiction over the subject matter of this action and over each of the parties hereto, and venue of this action is proper in the United States District Court for the District of Columbia;

3. The defendants authorize attorney Elizabeth L. Grayer of Cravath, Swaine & Moore LLP to accept service of all process in this matter on their behalf; and

4. In the event plaintiff withdraws its consent or if the proposed Final Judgment is not entered pursuant to this Stipulation, this Stipulation shall be of no effect whatever and the making of this Stipulation shall be without prejudice to any party in this or any other proceeding.

5. The entry of Final Judgment in accordance with this Stipulation settles, discharges, and releases any and all claims of plaintiff for civil penalties pursuant to Section 7A(g)(l) of the Clayton Act, 15 U.S.C. § 18a(g)(l), against the defendants and their officers, directors, employees or trustees, for failure to comply with Section 7A of the Clayton Act, 15 U.S.C. § 18a, in connection with QUALCOMM Incorporated's acquisition of Flarion Technologies, Inc.

Dated: April 13, 2006

    Respectfully submitted,


FOR PLAINTIFF UNITED STATES OF
AMERICA



_______________/s/________________
Claude F. Scott (D.C. Bar #414906)
Attorney, Telecommunications & Media
   Enforcement Section
Antitrust Division
U.S. Department of Justice
City Center Building
1401 H Street, N.W., Suite 8000
Washington, DC 20530
FOR DEFENDANTS QUALCOMM
INCORPORATED AND FLARION
TECHNOLOGIES, INC.


_______________/s/________________
Elizabeth L. Grayer
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, NY 10019