Settlement Agreement dated February 24, 2006


    EXHIBIT
      10.1

    
 

    SETTLEMENT
      AGREEMENT

    


    This
      Settlement Agreement ("Settlement Agreement") is effective as of February 24,
      2006 (the “Effective Date”), by and among Terabeam, Inc., a Delaware
      corporation, and it Subsidiaries (collectively, "Terabeam"), with its principal
      place of business at 2115 O’Nel Drive, San Jose, California 95131, and Symbol
      Technologies, Inc., a Delaware corporation, and its Subsidiaries (collectively,
      "Symbol"), with its principal place of business at One Symbol Plaza, Holtsville,
      New York 11742.

     

    WHEREAS,
      on or about September, 2004 Proxim Corporation together with Proxim Wireless
      Networks, Inc. entered into a royalty bearing license (the “Proxim Patent Cross
      License”) with Symbol relating to certain Symbol patents relating to wireless
      technology; 

     

    WHEREAS,
      on or about July 27, 2005 Proxim Wireless Corporation, a Delaware corporation
      that is a wholly owned Subsidiary of Terabeam, acquired out of bankruptcy
      substantially all the assets of Proxim Corporation, Proxim Wireless Networks,
      Inc., and Proxim International Holdings, Inc., including product lines and
      ongoing business; 

     

    WHEREAS,
      Terabeam did not seek to assume the Proxim Patent Cross License; 

     

    WHEREAS,
      following unsuccessful settlement discussions regarding the need for Terabeam
      to
      be licensed under certain Symbol patents relating to wireless technology, on
      or
      about October 28, 2005, Symbol sued Terabeam in the United States District
      Court
      for the District of Delaware in the action Symbol Technologies, Inc. v.
      Terabeam, Inc. et al., C.A. No 05-0755 (SLR) (the “Terabeam Action”) asserting
      claims for alleged infringement of Symbol patents; and

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    WHEREAS,
      to avoid the time and expense of further litigation, and in compromise of the
      disputed claims in the Terabeam Action, Symbol and Terabeam now desire to
      resolve the claims by final settlement and compromise.

     

    NOW,
      THEREFORE, in consideration of the following rights and obligations granted
      and
      undertaken by the parties and for other good and valuable consideration, the
      adequacy and sufficiency of which is hereby acknowledged, the parties agree
      as
      follows:

     

    
      	        	
              I.

            	
              Definitions.
                

            


    

     

    “Patent
      Assignment
      Agreements”
shall mean
      those certain Patent Assignment Agreements to be entered into
      concurrently by the parties in the form set forth in Attachments C and D to
      this
      Settlement Agreement. 

     

    “Patent
      Cross License Agreement” shall mean that certain Patent Cross License Agreement
      to be entered into concurrently by the parties in the form set forth in
      Attachment B to this Settlement Agreement.

     

    “Subsidiary”
      of a party hereto shall mean a corporation, company or other entity: (a) more
      than fifty percent (50%) of whose outstanding shares or securities (representing
      the right to vote for the election of directors or other managing authority)
      are, now or hereafter, owned or controlled, directly or indirectly, by a party
      hereto, but such corporation, company or other entity shall be deemed to be
      a
      Subsidiary only so long as such ownership or control exists; or (b) which does
      not have outstanding shares or securities, as may be the case in a partnership,
      joint venture or unincorporated association, but more than fifty percent (50%)
      of whose ownership interest representing the right to make the decisions for
      such corporation, company or other entity is now or hereafter, owned or
      controlled, directly or indirectly, by a party

    


    
      
        
          
          

        

        
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    hereto,
      but such corporation, company or other entity shall be deemed to be a Subsidiary
      only so long as such ownership or control exists.

     

    Any
      terms
      not defined herein, which have been defined in Section 1. (Definitions) of
      the
      Patent Cross License Agreement, shall have the same meaning as that ascribed
      in
      the Patent Cross License Agreement.

     

    
      
        	 	
                II.

              	
                Discontinuance.
                  

              


      

      
        	 	 	 


      

    

    
      
        	 	
                a.

              	
                Within
                  three (3) court days after the Effective Date, Symbol shall cause
                  its
                  counsel to execute and file a Dismissal without prejudice, becoming
                  by its
                  terms with prejudice ninety (90) days following completion of payment
                  of
                  all sums set forth in Schedule A of the Patent License Agreement
                  (Attachment B hereto) discontinuing all pending and further proceedings
                  in
                  the Terabeam Action in the form attached hereto as Attachment A,
                  and
                  cooperate in proceeding with any and all other or additional procedures
                  needed to effectuate the discontinuance of the Terabeam Action.
                  Upon
                  filing the Dismissal, Symbol shall not take any action whatsoever
                  against
                  Terabeam or its successors or assigns arising from, included in
                  or
                  relating to the Terabeam Action, and shall not seek any relief
                  of any kind
                  as against Terabeam or its successors or assigns arising from,
                  included in
                  or relating to the Terabeam Action, except as expressly provided
                  in this
                  Settlement Agreement. The parties acknowledge and agree that this
                  Settlement Agreement is enforceable according to its terms with
                  respect to
                  discontinuance of pending and further proceedings in the Terabeam
                  Action.

              


      

      
        	 	 	 


      

    

    
      	 	
              b.

            	
              This
                Settlement Agreement is for settlement purposes and shall not constitute
                an admission or concession of any claims or defenses. Each party’s
                obligations with

            


    

    


    
      
        
          
          

        

        
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    respect
      to the Terabeam Action are expressly set forth in this Settlement Agreement,
      the
      Patent Cross License Agreement, and the Patent Assignment Agreements and neither
      party shall have any other obligations or liability to the other party in
      connection with the Terabeam Action. 

     

    
      
        	 	
                III.

              	
                Patent
                  Cross License Agreement and Assignment of Intellectual
                  Property.

              


      

      
        	 	 	 


      

    

    
      
        	 	
                a.

              	
                Concurrently
                  with this Settlement Agreement, Terabeam and Symbol shall execute
                  and
                  deliver the Patent Cross License Agreement attached to this Settlement
                  Agreement, identified as Attachment B, Patent Cross License Agreement.
                  

              


      

      
        	 	 	 


      

    

    
      	 	
              b.

            	
              Concurrently
                with this Settlement Agreement, the parties shall execute and deliver
                the
                Patent Assignment Agreements attached to this Settlement Agreement
                as
                Attachments C and D, under which Terabeam shall transfer title to
                the
                patents and patent applications listed in Schedule A of each of the
                Patent
                Assignment Agreements (“Assigned Patents”). Terabeam represents that it
                has identified to Symbol all of its patents and patent applications
                that
                claim priority to the Assigned Patents. Terabeam warrants that it
                has not
                granted licenses to any other party under the Assigned Patents except
                for
                nonexclusive licenses in the ordinary course of Terabeam’s business solely
                in connection with sales of its products. Symbol agrees that it shall
                take
                title to the Assigned Patents subject to any existing nonexclusive
                licenses that have been granted by Terabeam. Upon the request of
                Symbol
                with respect to a particular entity, Terabeam will use reasonable
                efforts
                to confirm whether or not the entity has been licensed under the
                Assigned
                Patents. Neither party makes any representations or warranties except
                as

            


    

    


    
      
        
          
          

        

        
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    expressly
      set forth herein, in the Patent Cross License Agreement, and in the Patent
      Assignment Agreements, and each party specifically disclaims any implied
      warranties of any kind.

     

    
      
        	 	
                c.

              	
                Terabeam
                  shall execute any further documents and provide any further information,
                  at Symbol’s request and expense, reasonably required for Symbol to secure,
                  protect and enforce its rights to the Assigned Patents as set forth
                  in the
                  Patent Assignment Agreements.

              


      

      
        	 	 	 


      

    

    
      
        	 	
                d.

              	
                In
                  the event of a conflict between the terms of the Patent Cross License
                  Agreement and this Settlement Agreement, the terms of the Patent
                  Cross
                  License Agreement shall control. In the event of a conflict between
                  the
                  terms of the Patent Assignment Agreements and this Settlement Agreement,
                  the terms of the Patent Assignment Agreements shall
                  control.

              


      

      
        	 	 	 


      

    

    
      	 	
              IV.

            	
              Disputes
                Under this Settlement Agreement. 

            


    

    
      
        	 	
                a.

              	
                If
                  a dispute arises out of this Settlement Agreement, or the interpretation,
                  breach, termination or validity thereof, each of the parties agrees
                  to
                  first request a meeting of senior management of the parties in
                  a written
                  notice that references this paragraph. That meeting shall occur
                  at a
                  mutually agreeable time and place within forty-five (45) days of
                  any such
                  written notice.

              


      

      
        	 	 	 


      

    

    
      
        	 	
                b.

              	
                Neither
                  party shall assert any claim of laches, waiver, estoppel or the
                  like based
                  on the time elapsed by following this procedure set forth in this
                  Section
                  IV. 

              


      

      
        	 	 	 


      

    

    
      	 	
              c.

            	
              If
                the dispute is unresolved in whole or in part within forty-five (45)
                days
                of the meeting prescribed by this Section IV, subparagraph a., the
                parties
                will submit the unresolved dispute to binding arbitration by a single
                arbitrator under the Patent

            


    

    


    
      
        
          
          

        

        
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    Arbitration
      Rules of the American Arbitration Association (“AAA”) in effect as of the
      Effective Date of this Settlement
      Agreement
      if the dispute concerns matters solely of patent law; if it does not, the
      Commercial Arbitration Rules of the AAA in effect as of the Effective Date
      of
      this Settlement
      Agreement.
      The arbitrator shall be an attorney experienced with patent licensing and patent
      litigation settlements. Any remedy granted by the arbitrator shall be limited
      to
      that available at law and equity. The arbitrator shall have the authority to
      award attorneys’ fees, if appropriate. Any award may be entered in any court
      having jurisdiction thereof. The parties agree that any arbitration pursuant
      to
      this Section IV shall be conducted in Washington, D.C. unless otherwise mutually
      agreed. The parties, their representatives, other participants and arbitrators
      shall hold the existence, content and result of arbitration in confidence,
      except as otherwise required or advisable in connection with securities filings
      or otherwise required by law.

     

    
      
        	 	
                d.

              	
                This
                  Settlement Agreement and matters connected with the performance
                  thereof
                  shall be construed, interpreted, applied and governed in all respects
                  in
                  accordance with the laws of the United States of America and the
                  State of
                  New York, without reference to conflict of laws
                  principles.

              


      

      
        	 	 	 


      

    

    
      	 	
              e.

            	
              This
                Section IV shall not be construed as restricting or limiting either
                party’s ability to immediately assert a license or other defense in any
                litigation or other proceeding against such party, such party’s
                Subsidiaries, or its or their products or the resellers, distributors
                or
                customers of such products, regardless of jurisdiction or
                venue.

            


    

    


    
      
        
          
          

        

        
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              f.

            	
              Confidentiality.
                The parties agree that all provisions, terms, and conditions of this
                Settlement Agreement are and will remain confidential, and they shall
                not
                disclose such terms under any circumstances to any person not a party
                hereto, except: (i) to Subsidiaries of the parties; (ii) with the
                prior
                written consent of the other party; (iii) to the extent such disclosure
                may be required or advisable in connection with securities filings
                or
                judicial proceedings or otherwise by applicable law, which may include
                filing a copy of this Settlement Agreement with the SEC in connection
                with
                securities filings; (iv) as may be required to a party's auditors,
                insurers, bankers, legal counsel and other legal and financial advisors;
                (v) to a third party in connection with a potential merger or acquisition
                by, of or with the party, or any other potential change of control
                of a
                party; (vi) to a party’s customers and suppliers with respect to the
                products and patents for which a party is licensed or has a covenant;
                and
                (vii) Symbol may disclose to prospective licensees under the ‘183, ‘441
                and ‘449 patents, that Symbol has granted a license to Terabeam for
                consideration valued by Symbol at an amount no less than a six percent
                (6%) royalty for the ‘183 patent together with the ‘441 patent, and an
                additional three percent (3%) for the ‘449 patent. Notwithstanding the
                foregoing, the parties in any case may state that the Terabeam Action
                has
                been settled and that certain rights and obligations have been exchanged
                between the parties and each party may issue a press release relating
                to
                this Settlement Agreement subject to prior written approval by the
                other
                party to the Settlement Agreement, such approval not to be unreasonably
                withheld. In any event, each party's SEC filings and press release
                may
                state, at such party's option, any or all
                of

            


    

    


    
      
        
          
          

        

        
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    the
      following information and any other information required or advisable under
      applicable law or regulation: Terabeam will make payments to Symbol totaling
      four million three hundred thousand dollars (US $4,300,000.); Symbol has granted
      a license to Terabeam under certain Symbol Patents; the consideration provided
      by Terabeam is valued by Symbol at an amount no less than a royalty rate of
      six
      percent (6%) for the ‘183 patent together with the ‘441 patent, and an
      additional three percent (3%) for the ‘449 patent; and such consideration
      includes quarterly payments, the assignment of certain Terabeam patents and
      patent applications to Symbol and a grant of a license to certain Terabeam
      Patents to Symbol.

     

    
      
        	 	
                V.

              	
                Miscellaneous.

              


      

      
        	 	 	 


      

    

    a.  Entire
      Agreement.
      This
      Settlement Agreement together with the Patent Cross License Agreement and the
      Patent Assignment Agreements represent the only agreements of the parties with
      respect to the Terabeam Action and matters set forth herein and such agreements
      supersede any and all prior oral and written statements with respect thereto.
      This Settlement Agreement may be altered or amended only by a writing signed
      by
      officers of both parties. 

     

    b.
      Counterparts.
      This
      Settlement Agreement may be executed in two or more counterparts, each of which
      is deemed an original, but all of which together constitute one and the same
      instrument. A facsimile or copy of a signature is valid as an
      original.

    


    
      
        
          
          

        

        
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    c.
      Headings.
      The
      headings of sections are inserted for convenience of reference only and are
      not
      intended to be a part of or to affect the meaning or interpretation of this
      Settlement Agreement. 

     

    d.
      Assignability.
      Except
      as otherwise set forth herein, this Settlement Agreement and any rights or
      obligations hereunder shall not be assignable by contract, merger, application
      of law or otherwise except that this Settlement Agreement may be assigned by
      either party in connection with a sale of all or substantially all of the assets
      of the party (by merger, sale of stock, sale of assets or otherwise) to which
      this Settlement Agreement relates, except in the case of such assignment the
      rights and obligations under the Patent Cross License Agreement shall be as
      specified in the Patent Cross License Agreement. Subject to the foregoing,
      this
      Settlement Agreement shall inure to the benefit of the successors
      and
      permitted assigns of the parties.

     

    e.
      Notices.
      Notices
      and other communications shall be sent by facsimile or by registered or
      certified mail to the following addresses:

     

    
      	
              For
                Terabeam:

            	
              For
                Symbol:

            
	 	 
	
              David
                L. Renauld

            	 
	
              Vice
                President, Corporate Affairs

            	
              General
                Counsel,

            
	
               
                and General Counsel 

            	
               
                and Secretary

            
	
              Terabeam,
                Inc.

            	
              Symbol
                Technologies, Inc

            
	
              881
                North King Street, Suite 100

            	
              One
                Symbol Plaza

            
	
              Northampton,
                MA 01060

            	
              Holtsville,
                NY 11742

            
	
              Tel:
                (413) 584-1425

            	
              Tel:
                (631)
                738-4765

            
	
              Fax:
                (413) 584-2685

            	
              Fax:
                (631)
                738-5980

            


    

     

    
 

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    
      	
              With
                a copy to:

            	
              With
                a copy to:

            
	 	 
	
              Robert
                E. Fitzgerald

            	
              Eric
                J. Lobenfeld

            
	
              Terabeam,
                Inc.

            	
              Hogan
                & Hartson L.L.P.

            
	
              2115
                O’Nel Drive 

            	
              875
                Third Avenue

            
	
              San
                Jose, CA 95131

            	
              New
                York, NY 10022

            
	
              Tel:
                (408) 731-2700

            	
              Tel:
                (212) 918-3000

            
	
              Fax:
                (408) 617-8151

            	
              Fax:
                (212) 918-3100

            


    

    


    


    Such
      notices shall be deemed to have been served when received by addressee or,
      if
      delivery is not accomplished by reason of some fault of the addressee, when
      tendered for delivery. Either party may give written notice of a change of
      address and, after notice of such change has been received, any notice or
      request shall thereafter be given to such party as above provided at such
      changed address.

     

    f. The
      parties agree that they shall bear their own costs and attorneys’ fees relating
      to the Terabeam Action, including expert fees and court costs.

    


    IN
      WITNESS WHEREOF, the parties have themselves, by their duly authorized
      representative, caused this Settlement Agreement to be executed as of the
      Effective Date:

    


    


    
      	
              TERABEAM,
                INC.

            	
              SYMBOL
                TECHNOLOGIES, INC. 

            
	 	 
	
              By:
                /s/
                David L. Renauld

            	
              By:
                /s/
                Aaron B. Bernstein

            
	 	 
	
              Name:
                David L. Renauld

            	
              Name:
                Aaron B. Bernstein

            
	 	 
	
              Title:
                Vice President, Corporate Affairs 

            	
              Title:
                VP - Deputy General Counsel, IP

            
	
                    and
                General
                Counsel

            	
               

            


    

    


    


    


    
      
        
        

      

      
        10

        
          


           

        

      

      
        
        

      

    

     

    
      ATTACHMENT
        A



      IN
        THE UNITED STATES DISTRICT COURT

      FOR
        THE DISTRICT OF DELAWARE

       

      
        	
                SYMBOL
                  TECHNOLOGIES, INC.,

              	
                )

              	 
	
                a
                  Delaware Corporation,

              	
                )

              	 
	
                                             Plaintiff,

              	
                )

              	 
	 	
                )

              	
                Civil
                  Action No. 05 - 0755 (SLR)

              
	
                                v.

              	
                )

              	 
	 	
                )

              	 
	
                YDI
                  WIRELESS, INC., 

              	
                )

              	 
	
                a
                  Delaware Corporation,

              	
                )

              	 
	
                d/b/a
                  TERABEAM WIRELESS, 

              	
                )

              	 
	
                d/b/a
                  PROXIM WIRELESS, 

              	
                )

              	 
	 	
                )

              	 
	
                PROXIM
                  WIRELESS CORPORATION, 

              	
                )

              	 
	
                a
                  Delaware Corporation, and

              	
                )

              	 
	 	
                )

              	 
	
                TERABEAM
                  CORPORATION, 

              	
                )

              	 
	
                a
                  Washington Corporation,

              	
                )

              	 
	
                                            Defendants.

              	
                )

              	 


      

      


       

      NOTICE
        OF DISMISSAL

      


      WHEREAS
        the parties have resolved this action pursuant to a Settlement
        Agreement,

       

      THEREFORE,
        pursuant to Fed. R. Civ. P. 41(a)(1)(i) and in accordance with the terms
        of the
        Settlement Agreement, the Complaint of Plaintiff Symbol Technologies, Inc.,
        shall be and hereby is dismissed without prejudice, provided that the dismissal
        becomes with prejudice ninety (90) days following completion of payment of
        all
        sums required by Schedule A of the Patent License Agreement (Attachment B
        to the
        Settlement Agreement). 

       

      
        	
                CONNOLLY
                  BOVE LODGE & HUTZ LLP

              	 
	
                By:

              	
                 

              	 
	 	
                Kevin
                  F. Brady (#2248)

              	 
	 	
                kbrady@cblh.com

              	 
	 	
                Arthur
                  G. Connolly, III (#2667)

              	 
	 	
                aconnollyiii@cblh.com

              	 
	 	
                1007
                  N. Orange Street

              	 
	 	
                Wilmington,
                  Delaware 19899

              	 
	 	
                302)
                  658-9141

              	 
	 	
                Attorneys
                  for Plaintiff

              	 


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    



    Attachment
      B to Settlement Agreement Between Terabeam And Symbol

    


    Patent
      License Agreement

    


    This
      Patent Cross License Agreement (“Agreement”) dated February 24, 2006 (“Effective
      Date”) is by and between Terabeam, Inc., a Delaware corporation together with
      its Subsidiaries(collectively “Terabeam”), with its principal place of business
      at 2115 O’Nel Drive, San Jose, California 95131, and Symbol Technologies, Inc.,
      a Delaware corporation together with its Subsidiaries (collectively “Symbol”),
      with its principal place of business at One Symbol Plaza, Holtsville, New York
      11742.

    


    Each
      of
      the parties (as “Grantee”) desires to acquire certain licenses and/or covenants
      under patents of the other Party (as “Grantor”). In consideration of the
      promises and mutual covenants herein contained, Terabeam and Symbol agree as
      follows:

    


    Section
      1.  Definitions

    


    “Assert”
      means to initiate or pursue an action of any nature before any legal, judicial,
      arbitration, administrative, executive or other type of body or tribunal that
      has or claims to have authority to adjudicate such action in whole or in part.
      Examples of such body or tribunal include, without limitation, United States
      State and Federal Courts, the United States International Trade Commission
      and
      any foreign counterparts of any of the foregoing. 

    


    “Authorized
      Copy (Copies)” means a software program 

    copied
      from a Master Copy by a third party under written authorization to such third
      party to make copies of such Master Copy for its own use or for further
      Distribution (by transmission or other distribution means).

    


    “Covenant
      Period” means a period commencing upon the Effective Date and ending three (3)
      years after the Effective Date.

    


    “Distribute”
      means lease, sell, or otherwise transfer.

    


    “Existing
      Products” means products that, as of a given date, either (i) have been sold or
      offered for sale by a given Party, or (ii) are under development by a Party
      as
      of the given date and are sold or offered for sale within twelve (12) months
      after the given date.

    


    
      
        
          
          

        

        
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    “Follow
      On Products” means products that are error corrections, bug fixes, extensions,
      new releases, new versions, and follow-on products of the same type and nature
      as Existing Products.

    


    “Master
      Copy” means a software program distributed by Grantee to a third party with
      written authorization to such third party to make copies of such software
      program for its own use or for further Distribution (by transmission or other
      distribution means).

    


    “Networking
      Product” means any product that provides any OSI layer 1 (physical), OSI layer 2
      (datalink) or other networking layer functionality for any type of network
      (including local area networks (LAN), storage area networks (SAN), wide area
      networks (WAN), metropolitan area networks (MAN) or personal area networks
      (PAN)) via any medium or media whatsoever, and via any protocol or protocols
      whatsoever, including without limitation Ethernet, Fast Ethernet, Gigabit
      Ethernet, 10 Gigabit Ethernet, 802.11, 802.13, cable, DSL, satellite, GPRS,
      802.16, 802.20, Bluetooth, EDGE, Ultrawideband and the like. Notwithstanding
      the
      foregoing the term “Networking Product” shall not include any product that
      provides as a primary function automatic identification (including without
      limitation bar code scanning and radio frequency identification).

    


    “Party”
      means Terabeam or Symbol, as applicable, as defined above.

    


    “Patents”
      means all patents worldwide, including utility models and typeface design
      patents (but not including any other design patents or registrations) and all
      applications for any of the foregoing, including without limitation
      continuations, continuations-in-part, reexaminations, extensions, and any
      patents reissuing on any of the foregoing.

    


    “Settlement
      Agreement” means that certain Settlement Agreement between the parties being
      entered into concurrently herewith.

    


    “Subsidiary”
      of a Party hereto or of a third party means a corporation, company or other
      entity:

    
      	
              (a)

            	
              more
                than fifty percent (50%) of whose outstanding shares or securities
                (representing the right to vote for the election of directors or
                other
                managing authority) are, on or prior to the Effective Date, owned
                or
                controlled, directly or indirectly, by a Party hereto or such third
                party,
                but such corporation, company or other entity
                shall

            


    

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    be
      deemed
      to be a Subsidiary only so long as such ownership or control exists;
      or

    
      
        	
                (b)

              	
                which
                  does not have outstanding shares or securities, as may be the case
                  in a
                  partnership, joint venture or unincorporated association, but more
                  than
                  fifty percent (50%) of whose ownership interest representing the
                  right to
                  make the decisions for such corporation, company or other entity
                  is on or
                  prior to the Effective Date, owned or controlled, directly or indirectly,
                  by a Party hereto or such third party, but such corporation, company
                  or
                  other entity shall be deemed to be a Subsidiary only so long as
                  such
                  ownership or control exists; and

              


      

      
        	(c) 	which
                is incorporated, formed, created or otherwise established by a Party
                as a
                new corporation, company or other entity after the Effective Date
                and
                which (other than the date of incorporation, formation, creation,
                or
                establishment) satisfies the requirements of clause (a) or (b) above
                in
                this definition of “Subsidiary”;
                and 


      

    

    
      	
              (d)

            	
              which
                is acquired (by merger, stock purchase, or other means) by a Party
                after
                the Effective Date and which (other than the date of acquisition)
                satisfies the requirements of clause (a) or (b) above in this definition
                of “Subsidiary” provided however that the licenses contained herein shall
                not apply to any Existing Products of the acquired corporation, company
                or
                other entity or Follow On Products
                thereto.

            


    

    


    Each
      Party shall provide a written list of its Subsidiaries to the other Party upon
      written request from the other Party.

    


    “Symbol
      Licensed Patents” means (i) US Patents 5,029,183, 5,479,441, and 6,473,449, (ii)
      all Patents and patent applications assigned by Proxim Corporation to Symbol
      pursuant to the Settlement Agreement between those companies on or about
      September 2004, (iii) all Patents and patent applications assigned by Terabeam
      to Symbol pursuant to the Settlement Agreement, and (iv) all Patents worldwide
      taking priority therefrom.

    


    “Symbol
      Licensed Products” means all products now or hereafter Distributed or offered
      for distribution by Symbol or its Subsidiaries as its own product (including
      products of Symbol’s design on a private label basis for third parties), or
      offered by Symbol or its Subsidiaries for lease, sale, or other transfer as
      its
      own product, provided, however, that Symbol Licensed Products do not include
      component products that are not themselves recognized as finished equipment
      (for
      example,

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    without
      limitation, transceiver modules and integrated circuit devices are not finished
      equipment) that are either designed or marketed for incorporation into third
      party products as constituent components or subassemblies.

    


    “Terabeam
      Licensed Patents” means all Patents that
      were
      acquired by Terabeam from Proxim Corporation, Proxim Wireless Networks, Inc.,
      or
      Proxim International Holdings, Inc. on or about July 27, 2005 and that have
      a
      priority date before the Effective Date.

    


    “Terabeam
      Licensed Products” means all Networking Products now or hereafter Distributed,
      or offered for distribution, by Terabeam as
      its
      own product (including products of Terabeam’s design on a private label basis
      for third parties), or offered by Terabeam for lease, sale, or other transfer
      as
      its own product, provided, however, that Terabeam Licensed Products do not
      include component products that are not themselves recognized as finished
      equipment (for example, without limitation, transceiver modules and integrated
      circuit devices are not finished equipment) that are either designed or marketed
      for incorporation into third party products as constituent components or
      subassemblies (further provided that Existing Products of Terabeam as of the
      date of this Agreement and Follow On Products thereto are
      included).

    


    Section
      2.  Grants
      of Rights

    2.1.1     The
      parties
      acknowledge that it is Symbol’s position that Symbol holds an irrevocable
      license to the Terabeam Licensed Patents under Symbol’s 2004 Patent Cross
      License with Proxim Corporation and Proxim Wireless Network’s, Inc.
      Nevertheless, to the extent Terabeam has the same, different or additional
      rights to grant licenses under the Terabeam Licensed Patents, Terabeam, as
      Grantor, grants to Symbol, as Grantee, a perpetual, paid up, royalty-free,
      nonexclusive and worldwide license under Terabeam Licensed Patents for the
      lives
      of those Patents:

    
      	
              (a)

            	
              to
                make (including the right to use any apparatus and practice any method
                in
                making), use, import, offer for sale, lease, sell and/or otherwise
                transfer Symbol Licensed Products;
                and

            


    

    
      	
              (b)

            	
              to
                have Symbol Licensed Products made by another manufacturer for the
                use,
                importation, offer for sale, lease, sale and/or other transfer by
                Symbol
                or its Subsidiaries only when the conditions set forth in Section
                2.2 are
                met.

            


    

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

     

    
      
        2.1.2    
          Symbol, as Grantor, grants to Terabeam, as Grantee, a perpetual,
          royalty
          bearing, nonexclusive and worldwide license under Symbol Licensed Patents
          for
          the lives of those Patents:

      

    

    
      	
              (a)

            	
              to
                make (including the right to use any apparatus and practice any method
                in
                making), use, import, offer for sale, lease, sell and/or otherwise
                transfer Terabeam Licensed Products; and


            


    

    
      	
              (b)

            	
              to
                have Terabeam Licensed Products made by another manufacturer for
                the use,
                importation, offer for sale, lease, sale and/or other transfer by
                Terabeam
                or its Subsidiaries only when the conditions set forth in Section
                2.2 are
                met.

            


    

    


    2.2       
      The
      license granted in Section 2.1.1(b) and 2.1.2(b) to Grantee to have products
      made by another manufacturer:

    
      	
              (a)

            	
              shall
                only apply to products made for sale back to Grantee;
                and

            


    

    
      	
              (b)

            	
              shall
                only apply to Grantee Licensed Products and/or portions thereof for
                which
                the specifications were furnished by Grantee (either solely or jointly
                with one or more third parties) or for Grantee or for which the designs
                are owned or licensed by Grantee;
                and

            


    

    
      	
              (c)

            	
              shall
                not apply to any products in the form manufactured or marketed by
                said
                other manufacturer prior to Grantee’s furnishing of said
                specifications.

            


    

    


    Unless
      Grantee informs Grantor to the contrary, Grantee shall be deemed to have
      authorized said other manufacturer to make Grantee's Licensed Products under
      the
      license granted to Grantee in this section when the conditions specified in
      this
      Section 2.2 are fulfilled. In response to a written request identifying a
      product and a manufacturer, Grantee shall in a timely manner inform Grantor
      whether or not particular products are manufactured pursuant to the license
      granted in Section 2.1.1(b) or 2.1.2(b).

    


    2.3     
       Except
      as
      expressly provided herein, no license or immunity is granted under this
      Agreement by either Party, either directly or by implication, estoppel or
      otherwise to any third parties acquiring Licensed Products from either Party
      for
      the combination of such acquired Licensed Products with other items or for
      the
      use of such combination, except where there is no substantial use of such
      Licensed Products other than in such combination or through such method of
      use.

    


    2.4     
       [Intentionally Omitted]

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    


    


    2.5    
       [Intentionally Omitted]

    


    2.6    
 The
      Grantee’s Licensed Products do not include products manufactured by a Grantee as
      a foundry or contract manufacturer for a third party where such third party
      provides the detailed specifications for such products (without participation
      in
      development by Grantee or its Subsidiaries) and the Grantee manufactures such
      products in accordance with such specifications for sale back to such third
      party. This Section 2.6 shall not be construed as restricting Licensed Products
      from including engineering changes and customizations made by Grantee for a
      third party. 

    


    2.7     
       If,
      subsequent to the Effective Date, a Party (the “Transferring Party”) either: (i)
      transfers a product line to a third party without transferring a Subsidiary
      to
      said third party; or (ii) spins off a Subsidiary (either by disposing of it
      to a
      third party or in some other manner reducing ownership or control so that the
      spun-off entity is no longer a Subsidiary); and if such transfer or spin off
      includes at least one marketable product line and tangible assets having a
      net
      value of at least five million US dollars ($5,000,000.00), then after written
      request to the other Party hereto jointly by the Transferring Party and either:
      (i) such third party in the case of a transfer; or (ii) such ex-Subsidiary
      in
      the case of a spin off; and where, in either case, such request is made within
      sixty (60) days following the transfer or spin off, the other Party hereto
      shall
      grant a license under the same terms as the license granted to the Transferring
      Party herein under the Grantor’s Licensed Patents for the field of such product
      to such third party or such ex-Subsidiary, (the “Recipient”) provided
      that:

    
      
        	(a) 	such
                field shall not be defined more broadly than the scope of the license
                granted herein to the Transferring Party, nor more broadly than necessary
                to cover the Existing Products of the Transferring Party being transferred
                or spun off, and Follow On Products to those Existing
                Products;


      

      
        	
                (b)

              	
                the
                  license shall not apply to any Existing Products of any third party
                  transferee;

              


      

    

    
      	
              (c)

            	
              the
                license granted shall be limited in the twelve (12) months immediately
                following such transfer or spin off to a volume of licensed products
                having gross revenue attributable to such licensed products up to
                a
                maximum revenue cap equal to no more than the gross revenue attributable
                to such products by said Party in the twelve (12) months preceding
                such
                transfer or spin off plus sixty

            


    

    


    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    


    percent
      (60%); and shall be limited, in each of the successive twelve-month periods
      following such transfer or spin off, to a volume of licensed products having
      gross revenue attributable to such licensed products up to a maximum revenue
      cap
      equal to no more than the maximum revenue cap for the prior twelve (12) months
      plus thirty percent (30%);

    
      	
              (d)

            	
              this
                Section 2.7, Section 3, and Section 4 shall be omitted from the license
                granted to the Recipient; 

            


    

    
      
        	
                (e)

              	
                the
                  license granted to the Recipient shall terminate if the license
                  granted to
                  the Transferring Party terminates or is terminated for any reason;
                  and

              


      

      
        	(f) 	Terabeam’s
                obligation to pay the full amounts set forth in Schedule A is not
                affected
                by a transfer or spin-off under this Section 2.7 (unless otherwise
                specifically agreed in writing by
                Symbol). 


      

    

     

    


    Notwithstanding
      the foregoing provisions of this Section 2.7, the assignment of this Agreement
      or a Change of Control of a Party (as defined under Section 5) shall not be
      considered to be a transfer of a product or a spin off of a Subsidiary under
      this Section 2.7, and shall be governed by Sections 5 and 8.1.

    


    2.8  
   For
      purposes of this Agreement, an Authorized Copy shall be deemed to have been
      Distributed by the Grantee that Distributed the Master Copy from which the
      Authorized Copy was copied, provided such Authorized Copy is used or Distributed
      under a brand name of Grantee.

    


    2.9    
       [Intentionally Omitted]

    


    2.10    
If
      a Grantee
      purchases a product of a third party (including, without limitation, integrated
      circuits, boards, hardware assemblies, subsystems and the like) for use as
      part
      of a board, subsystem or system product (“System Level Product”) that qualifies
      as a Licensed Product of Grantee (other than with respect to the third party
      product(s) used therein), then the Grantor hereby agrees not to Assert any
      claim
      of infringement of any Licensed Patents against (i) such Grantee for the
      manufacture, use, import, offer for sale and/or sale of the respective third
      party product as part of such System Level Product; or (ii) any distributor
      (direct or indirect), reseller (direct or indirect) or customer (direct or
      indirect) of Grantee with respect to the System Level Product for the use,
      import, offer for sale and/or sale of the respective third party product as
      a
      part of such System Level Product. It is expressly reserves the

    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    right
      to
      bring a suit for patent infringement against the respective third party supplier
      with respect to any units other than those sold to the Grantee for use as part
      of its System Level Products.

    


    2.11     
      Each
      Party agrees that it shall not Assert any claim against the other Party for
      contributory infringement, inducement of infringement or other indirect
      infringement of any Patents licensed or subject to a covenant to the other
      Party
      or any of its Subsidiaries under this Agreement, where such claim would be
      based
      in any part or in any way upon (a) any activity that is licensed or subject
      to a
      covenant under this Agreement, or (b) the provision of instructions or reference
      designs related to the Networking Products of such other Party or its
      Subsidiaries. The parties agree that the foregoing sentence does not, and shall
      not, in any way limit the rights of either Party or its Subsidiaries to assert
      claims of direct or indirect infringement against third parties.

    


    2.12    
During
      the
      Covenant Period, each Party hereby agrees not to Assert any claim alleging
      infringement by the other Party’s or its Subsidiaries’ products within the scope
      of the licenses and covenants set forth in Sections 2.1, 2.2, 2.3, 2.6, 2.7,
      2.8, 2.10 and 2.11 above, except that for purposes of such covenant the
      Grantor's Licensed Patents shall include all Patents of Grantor, the Grantee's
      Licensed Products shall include all products of Grantee (neither Party shall
      take on a product line of a third party with the primary purpose of extending
      this covenant to such third party’s product line), and the covenant shall be
      royalty free for both parties. Each Party agrees that no damages or liabilities
      shall accrue for any activities conducted within the scope of the covenants
      set
      forth in this Section 2.12 during the Covenant Period and each Party and its
      Subsidiaries irrevocably releases, acquits and forever discharges the other
      Party, its Subsidiaries and its and their respective employees, officers,
      directors, agents, representatives, and its and their manufacturers (direct
      or
      indirect), distributors (direct or indirect), resellers (direct or indirect)
      and
      customers (direct or indirect) from any and all claims or liabilities of any
      kind and nature, at law, in equity, or otherwise, known and unknown, suspected
      and unsuspected, disclosed and undisclosed,
      within
      the scope of the covenants set forth in this Section 2.12.
      This
      release does not extend to any claim Symbol may have against Proxim
      Corporation, Proxim Wireless Networks, Inc., or Proxim International Holdings,
      Inc. for
      units
      sold by and/or activities engaged in by those entities

    


    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    


    prior
      to
      Terabeam’s acquisition of substantially all of the assets of those
      entities.

    


    2.13    
 If
      either Party assigns (directly or by operation of law) ownership of any rights
      under any Patents to a third party not bound by the foregoing covenants set
      forth in Sections 2.10, 2.11 and 2.12, then effective immediately prior to
      such
      assignment, such Party and its Subsidiaries agree that the other Party shall
      have a nonexclusive, nontransferable license, without right of sublicense,
      under
      such assigned Patents of the same terms, scope and duration as that intended
      by
      the above covenants. If a Party transfers a product line or spins off a
      Subsidiary as described in Section 2.7 or assigns this Agreement under Section
      5
      or 8.1, then the covenants in Sections 2.10, 2.11 and 2.12 shall apply to the
      respective transferee or assignee with respect to the transferred or assigned
      products (including both Existing Products and Follow On Products) in the same
      manner as described in Sections 2.7 and 5 with respect to Licensed Products.
      

    


    2.14      For
      a period
      of two (2) years following the Covenant Period (the “Transition Period”), each
      Party shall follow the procedures below before Asserting any claim of Patent
      infringement that would have been within the scope of the covenant set forth
      in
      Section 2.12 during the Covenant Period:

    


    
      	
              (a)

            	
              The
                Party that desires to Assert such claim shall first notify the other
                Party
                in writing of the nature of the dispute, specifying such dispute
                in
                reasonable detail;

            


    

    
      	
              (b)

            	
              A
                member of the executive management team of each Party will meet in
                person
                within twenty one (21) days of the delivery of such written notice
                and
                attempt to resolve such dispute in good
                faith;

            


    

    
      	
              (c)

            	
              In
                the event that the executives are unable to resolve such dispute,
                then the
                parties shall submit such dispute to non-binding mediation within
                twenty
                one (21) days. The parties will share equally in the costs for the
                mediation; and

            


    

    
      	
              (d)

            	
              The
                Party that desires to Assert such claim shall only do so after attempting
                to resolve such dispute through escalation and mediation as described
                above.

            


    

    


    Section
      3.  Releases

    3.1       
       Each Party (as “Releasor”) irrevocably releases, acquits and forever
      discharges the other Party, its Subsidiaries, and its and their respective
      employees, officers, directors, agents, representatives, and its and their
      manufacturers (direct or

    


    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


    indirect),
      distributors (direct or indirect), resellers (direct or indirect) and customers
      (direct or indirect) from any and all claims or liabilities of any kind and
      nature, at law, in equity, or otherwise, known and unknown, suspected and
      unsuspected, disclosed and undisclosed (i) arising from, included in or relating
      to the Terabeam Action (as defined in the Settlement Agreement) and (ii)
      relating to any acts or allegations of infringement of Patents (whether direct,
      contributory or by inducement, and whether or not willful) by the manufacture,
      having manufactured, use, sale, offer for sale or import of the such other
      Party's and its Subsidiaries’ products prior to the Effective Date, to the
      extent such infringement would have been licensed hereunder if occurring after
      the Effective Date. This release does not release Terabeam from its obligation
      to make payments under Section 4.

    


    3.2      The
      release contained herein shall not apply to any person other than the persons
      named in this Section 3.

    


    3.3      The
      licenses and covenants set forth in this Agreement shall constitute a full
      and
      complete defense to any Assertion within the scope of such licenses or
      covenants.

    


    Section
      4.  Payment

    4.1        In
      consideration of the license granted in Section 2.1.2 above, Terabeam shall
      (i)
      make non-refundable payments to Symbol as set forth in Schedule A attached
      hereto, which is fully incorporated into the Agreement by this reference, and
      (ii) transfer title to certain intellectual property pursuant to the Settlement
      Agreement. The parties acknowledge, solely for purposes of this Agreement,
      that
      the consideration provided by Terabeam for the Symbol Licensed Patents is valued
      by Symbol at an amount of no less than nine percent (9%) through the expiration
      of the ‘441 and ‘183 patents, and three percent (3%) through the expiration of
      the ‘449 patent of the reasonably estimated net infringing product revenue of
      Terabeam Licensed Products, and that Terabeam has paid partial consideration
      toward the value of the licenses granted hereunder by way of transfer of title
      and license to Symbol of valuable patent rights, and the remainder of such
      value
      for the licenses granted hereunder by way of the payments set forth in Schedule
      A.

    


    4.2      Terabeam
      may prepay royalties without penalty. Any royalties paid ahead of the schedule
      set forth in Schedule A will be credited toward the latest scheduled payments
      under Schedule A.

    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


    4.3       
Terabeam
      shall pay Symbol
      within forty five (45) days of the end of each calendar quarter the royalties
      specified in Schedule A (in addition to the payment required within five (5)
      business days of execution as provided in Schedule A).

    


    Section
      5.  Term
      of Agreement; Acquisition of a Party; Defensive
      Suspension

    5.1     
  The
      term
      of the licenses granted under this Agreement shall be from the Effective Date
      until the expiration of the last to expire of the Licensed Patents, unless
      earlier terminated under the provisions of this Agreement.

     

              
In
      the
      event of a material breach by Terabeam of its royalty payment obligation under
      Section 4 of this Agreement, Symbol may provide written notice of such breach
      to
      Terabeam. Within forty five (45) days after such written notice from Symbol,
      Terabeam may cure such breach or pay disputed amounts into escrow pending
      resolution of the dispute under Section 8.9 below. If Terabeam has materially
      breached such payment obligation and does not cure or pay disputed amounts
      into
      escrow within such forty five (45) day cure period, then Symbol may terminate
      the license granted to Terabeam under the Symbol Licensed Patents upon written
      notice to Terabeam at any time prior to such breach being cured. In the event
      of
      such termination, all other rights and obligations of the parties shall remain
      in full force and effect. Except as expressly set forth above and in Section
      5.5
      below, the rights and licenses set forth in this Agreement shall be irrevocable
      and non-terminable for any reason. If it is determined that Terabeam wrongfully
      failed to make payment, Terabeam shall promptly pay Symbol the amounts owed
      plus
      1.5% simple interest per month on amounts past due.

    


    5.2     
  As
      used herein, “Change
      of Control” means that Terabeam, Inc. or Symbol Technologies, Inc., as the case
      may be (the “Acquired Party”)(i) is acquired by a third party who Distributes
      Networking Products, becoming a Subsidiary of or merging into such third party,
      except to the extent that the holders of voting power of such Party immediately
      prior to such transaction continue to hold at least fifty percent (50%) of
      the
      voting power of the resulting entity after such transaction; or (ii) assigns
      all
      or substantially all of the business or assets to a third party, except to
      the
      extent that the holders of voting power of such Party immediately prior to
      such
      transaction continue to hold at least fifty percent (50%) of the voting power
      of
      the assignee after such transaction. Notwithstanding the foregoing, the purchase
      of stock of an Acquired Party by financial investors who are not in the business
      of Distributing

    


    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    


    Networking
      Products shall not constitute a Change of Control. In addition to a Change
      of
      Control, in the event that Terabeam assigns or otherwise transfers all or
      substantially all of its business or assets relating to its wireless local
      area
      network (LAN) products, Terabeam shall have the right to assign this Agreement
      in connection with such transfer and to treat such transfer as a Change of
      Control for purposes of this Agreement.

    


    5.3      
      In the event of a Change of
      Control:

    
      	
              (a)

            	
              the
                Acquired Party shall promptly give notice of such acquisition to
                the other
                Party; 

            


    

    
      	
              (b)

            	
              the
                license granted to the Acquired Party and its Subsidiaries under
                the
                Grantor’s Licensed Patents shall automatically become limited to only
                Existing Products of the Acquired Party and its Subsidiaries at the
                time
                of such Change of Control and Follow On Products thereto and shall
                not
                extend to the Existing Products or Follow On Products of any third
                party
                acquirer; and

            


    

    (c)       
       the
      license granted shall be limited in the twelve (12) months immediately following
      such Change of Control to a volume of licensed products having gross revenue
      attributable to such licensed products up to a maximum revenue cap equal to
      no
      more than the gross revenue attributable to such products by said party in
      the
      twelve (12) months preceding such Change of Control plus sixty percent (60%);
      and shall be limited, in each of the successive twelve-month periods following
      such Change of Control, to a volume of licensed products having gross revenue
      attributable to such licensed products up to a maximum revenue cap equal to
      no
      more than the maximum revenue cap for the prior twelve (12) months plus thirty
      percent (30%); and

    
      	
               (d)

            	
              the
                licenses and covenants granted by each of the parties under this
                Agreement
                shall be limited solely to those Patents owned by each Party prior
                to the
                date of such acquisition and shall not extend to any Patents of the
                acquirer.

            


    

    


    5.4    
 In
      no
      event may Terabeam transfer the license and covenants granted herein to any
      of
      the following entities: Datalogic SPA; HHP, Inc.; HHP-NC, Inc.; Metrologic
      Instruments Corp.; and Intermec Technologies Corp. and their respective
      subsidiaries and/or affiliates.

    


    5.5        Either
      Party may at its discretion immediately suspend indefinitely by written notice
      (the Suspending Party) to the other Party the licenses and covenants granted
      in
      Section 2

    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

    


    together
      with the Payment obligations of Section 4 in the event that the other Party
      alleges a claim of patent infringement against the Suspending Party. All other
      rights and obligations remain in full force and effect during suspension. The
      Suspending Party may at any time withdraw the suspension re-instating the
      licenses of Section 2 together with resumption of the payment obligations of
      Section 4. Any payments missed during suspension shall be paid within thirty
      (30) days of withdrawal of the suspension.

    


    Section
      6.          Communication

    6.1     
 Notices
      and other communications shall be sent by facsimile or by registered or
      certified mail to the following addresses:

    


    
      
        
          	 	
                  For
                    Terabeam:

                	
                  For
                    Symbol:

                
	 	
                  David
                    L. Renauld

                	 
	 	
                  Vice
                    President, Corporate 

                	 
	 	
                    
                    Affairs and General Counsel

                	
                  General
                    Counsel, and

                
	 	
                  Terabeam,
                    Inc. 

                	
                   
                    Secretary

                
	 	
                  881
                    North King Street

                	
                  Symbol
                    Technologies, Inc

                
	 	
                  Suite
                    100

                	
                  One
                    Symbol Plaza

                
	 	
                  Northampton,
                    MA 01060

                	
                  Holtsville,
                    NY 11742

                
	 	
                  Tel:
                    (413) 584-1425

                	
                  Tel: (631)
                    738-4765

                
	 	
                  Fax:
                    (413) 584-2685

                	
                  Fax:
                    (631)
                    738-5980

                
	 	 	 
	 	
                  With
                    a copy to:

                	
                  With
                    a copy to:

                
	 	 	 
	 	
                  Robert
                    E. Fitzgerald

                	
                  Eric
                    J. Lobenfeld

                
	 	
                  Terabeam,
                    Inc.

                	
                  Hogan
                    & Hartson L.L.P.

                
	 	
                  2115
                    O’Nel Drive 

                	
                  875
                    Third Avenue

                
	 	
                  San
                    Jose, CA 95131

                	
                  New
                    York, NY 10022

                
	 	
                  Tel:
                    (408)731-2700

                	
                  Tel:
                    (212) 918-3000

                
	 	
                  Fax:
                    (408) 617-8151

                	
                  Fax:
                    (212) 918-3100

                


        

      

    

    


    Such
      notices shall be deemed to have been served when received by addressee or,
      if
      delivery is not accomplished by reason of some fault of the addressee, when
      tendered for delivery. Either Party may give written notice of a change of
      address and, after notice of such change has been received, any notice or
      request shall thereafter be given to such Party as above provided at such
      changed address.

    


    Section
      7.  [Intentionally
      Omitted]

    


    
      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

    


    Section
      8.  Miscellaneous

    


    8.1    
 Neither
      Party shall assign any of its rights or delegate any of its obligations under
      this Agreement. Any attempt to do so, by operation of law or otherwise, shall
      be
      void; provided, however, that each Party shall have the right to assign this
      Agreement in connection with (i) a reorganization to its legal successor,
      provided that after the reorganization, the successor and its Subsidiaries
      will
      have essentially the same assets as such Party and its Subsidiaries had prior
      to
      the reorganization; or (ii) the sale or transfer of all or substantially all
      of
      its business or assets, whether by sale, merger, operation of law, or otherwise
      in connection with a Change of Control subject to Section 5 above. Subject
      to
      the foregoing, this Agreement shall be binding upon and inure to the benefit
      of
      the parties and their permitted successors and assigns.

    


    8.2    
        Neither
      Party shall use or refer to this Agreement or any of its provisions in any
      promotional activity.

    


    8.3    
        Each
      Party represents and warrants that it has the full right and power to grant
      the
      license and release set forth in Sections 2 and 3. Symbol represents, warrants
      and covenants that it (i) owns the Symbol Licensed Patents and has the right
      to
      grant licenses and covenants under such Symbol Licensed Patents of the full
      scope set forth herein and (ii) neither it nor any of its Subsidiaries has
      assigned or otherwise transferred to any other person or entity any rights
      to
      any causes of action, damages or other remedies, or any Patents, claims,
      counterclaims or defenses, relating to the Terabeam Action. Terabeam represents,
      warrants and covenants that it owns the Terabeam Licensed Patents and has the
      right to grant licenses and covenants under such Terabeam Licensed Patents
      of
      the full scope set forth herein. Neither Party makes any other representation
      or
      warranty, express or implied, nor shall either Party have any liability in
      respect of any infringement of patents or other rights of third parties due
      to
      the other Party's operation under the license herein granted.

    


    Terabeam
      represents and warrants that it has disclosed to Symbol all family members
      world-wide of all related intellectual property that it is aware of concerning
      or relating to the inventions of U.S. Patent No. 6,473,449 and U.S. Patent
      Application No. 09/457,624, including but not limited to all continuations,
      continuations-in-part, divisionals; reexaminations and reissue applications
      and
      patents.

    


    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

    


    


    8.4   
 
       Nothing
      contained in this Agreement shall be construed as conferring any rights by
      implication, estoppel or otherwise, under any non-patent intellectual property
      right, or any patents or patent applications, other than as expressly set forth
      in this Agreement. Neither Party is required hereunder to furnish or disclose
      to
      the other any technical or other information except as specifically provided
      herein.

    


    8.5 
   
       Neither
      Party shall have any obligation hereunder to institute any action or suit
      against third parties for infringement of any of its Patents or to defend any
      action or suit brought by a third party which challenges or concerns the
      validity of any of its Patents. Neither Party shall have any right to institute
      any action or suit against third parties for infringement of the other Party's
      Patents. Neither Party is required to file any patent application, or to secure
      any patent or patent rights, or to maintain any patent in force. 

    


    8.6 
   
 Each
      Party shall, upon a request from the other Party sufficiently identifying any
      patent or patent application, inform the other Party as to the extent to which
      said patent or patent application is subject to the licenses, covenants and
      other rights granted hereunder. 

    


    8.7  
  
       This
      Agreement shall not be binding upon the parties until it has been signed
      hereinbelow by or on behalf of each Party. No amendment or modification hereof
      shall be valid or binding upon the parties unless made in writing and signed
      as
      aforesaid, except that either Party may amend its address in Section 6.1 by
      written notice to the other Party.

    


    8.8  
  
       If
      any
      section of this Agreement is found by competent authority to be invalid, illegal
      or unenforceable in any respect for any reason, the parties shall negotiate
      in
      good faith a valid, legal and enforceable substitute provision that most nearly
      reflects the original intent of the parties and the remainder of this Agreement
      shall continue in effect.

    


    8.9  
    If
      a dispute arises out of this Agreement, or the interpretation, breach,
      termination or validity thereof, each of the parties agrees to first request
      a
      meeting of senior management of the parties in a written notice that references
      this paragraph. That meeting shall occur at a mutually agreeable time within
      forty-five (45) days of any such written notice. Neither Party shall assert
      any
      claim of laches, waiver, estoppel or the like based on the time elapsed by
      following this

    


    
      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

    

    


    procedure.
      If the dispute is unresolved in whole or in part within forty-five (45) days
      of
      such meeting, the parties will submit the unresolved dispute to binding
      arbitration under the Patent Arbitration Rules of the American Arbitration
      Association (“AAA”) in effect as of the Effective Date of this Agreement if the
      dispute concerns matters solely of patent law; if it does not, the Commercial
      Arbitration Rules of the AAA in effect as of the Effective Date of this
      Agreement. The arbitrator shall be selected from attorneys experienced with
      respect to patent licensing and patent litigation settlements. Any remedy
      granted by the arbitrator shall be limited to that available at law and equity.
      The arbitrator shall have the authority to award attorneys’ fees, if
      appropriate. Any award may be entered in any court having jurisdiction thereof.
      This Settlement Agreement and matters connected with the performance thereof
      shall be construed, interpreted, applied and governed in all respects in
      accordance with the laws of the United States of America and the State of New
      York, without reference to conflict of laws principles. This Section 8.9 shall
      not be construed as restricting or limiting either Party’s ability to
      immediately assert a license or other defense in any litigation or other
      proceeding against such Party, or its or their products or the resellers,
      distributors or customers of such products, regardless of jurisdiction or venue.
      The parties agree that any arbitration pursuant to this Section 8.9 shall be
      conducted in Washington, D.C. or another mutually agreed location. The parties,
      their representatives, other participants and arbitrators shall hold the
      existence, content and result of arbitration in confidence, except as otherwise
      required or advisable in connection with securities filings or otherwise
      required by law.

    


    8.10  
   The
      headings of sections are inserted for convenience of reference only and are
      not
      intended to be a part of or to affect the meaning or interpretation of this
      Agreement.

    


    8.11   
  Each
      Party acknowledges that all licenses and covenants granted by it under or
      pursuant to this Agreement are, and shall otherwise be deemed to be, for
      purposes of Section 365(n) of the United States Bankruptcy Code (the “Bankruptcy
      Code”), licenses of rights to “intellectual property” as defined under Section
      101(56) of the Bankruptcy Code. Each Party acknowledges that if such Party,
      as a
      debtor in possession or a trustee-in-bankruptcy in a case under the Bankruptcy
      Code, rejects this Agreement, the other Party may elect to retain its rights
      under this Agreement as provided in Section 365(n) of the Bankruptcy Code.
      Each
      Party irrevocably waives all arguments and defenses arising

    


    
      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

    

    


    under
      11
      U.S.C. 365(c)(1) or successor provisions to the effect that applicable law
      excuses the Party, other than the debtor, from accepting performance from or
      rendering performance to an entity other than the debtor or debtor in possession
      as a basis for opposing assumption of the Agreements by the other Party in
      a
      case under Chapter 11 of the Bankruptcy Code to the extent that such consent
      is
      required under 11 U.S.C. § 365(c)(1) or any successor statute, provided that any
      Change of Control resulting from such proceeding shall be subject to Section
      5.3.

    


    8.12  
  
The
      parties
      agree that all provisions, terms, and conditions of this Agreement are and
      will
      remain confidential, and they shall not disclose such terms under any
      circumstances to any person not a Party hereto, except: (i) to Subsidiaries
      of
      the parties; (ii) with the prior written consent of the other Party; (iii)
      to
      the extent such disclosure may be required or advisable in connection with
      securities filings or judicial proceedings or otherwise by applicable law,
      which
      may include filing a copy of this Agreement with the SEC in connection with
      securities filings; (iv) as may be required to a Party's auditors, insurers,
      bankers, legal counsel and other legal and financial advisors; (v) to a third
      party in connection with a potential merger or acquisition by, of or with the
      Party, or any other potential change of control of a Party; (vi) to a Party’s
      customers and suppliers with respect to the products and patents for which
      a
      Party is licensed or has a covenant; and (vii) Symbol may disclose to
      prospective licensees under the ‘183, ‘441 and ‘449 patent, that Symbol has
      granted a license to Terabeam for consideration valued by Symbol at an amount
      no
      less than a six percent (6%) royalty for the ‘183 patent together with the ‘441
      patent, and an additional three percent (3%) for the ‘449 patent.
      Notwithstanding the foregoing, the parties in any case may state that the
      Terabeam Action has been settled and that certain rights and obligations have
      been exchanged between the parties and each Party may issue a press release
      relating to this Agreement subject to prior written approval by the other Party
      to the Agreement, such approval not to be unreasonably withheld. In any event,
      each Party's SEC filings and press release may state, at such Party's option,
      any or all of the following information and any other information required
      or
      advisable under applicable law or regulation: Terabeam will make payments to
      Symbol totaling four million three hundred thousand dollars (US $4,300,000.);
      Symbol has granted a license to Terabeam under certain Symbol Patents; the
      consideration provided by Terabeam is valued by Symbol at an amount no less
      than
      a royalty rate of six percent (6%) for the ‘183 patent together with the ‘441
      patent, and an additional three percent

    


    
      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

    

    


    (3%)
      for
      the ‘449 patent; and such consideration includes quarterly payments, the
      assignment of certain Terabeam patents and patent applications to Symbol and
      a
      grant of a license to certain Terabeam Patents to Symbol.

    


    8.13   
 Entire
      Agreement. This Agreement, together with the Settlement Agreement and the Patent
      Assignment Agreement, represent the only agreements of the parties with respect
      to the Terabeam Action and matters set forth herein and such agreements
      supersede any and all prior oral and written statements with respect thereto.
      This Agreement may be altered or amended only by a writing signed by officers
      of
      both parties.

    


    8.14    
 Counterparts.
      This Agreement may be executed in two or more counterparts, each of which is
      deemed an original, but all of which together constitute one and the same
      instrument. A facsimile or copy of a signature is valid as an
      original.

    


    8.15    
 Marking.
      At the reasonable request of the other Party, Terabeam and Symbol hereby agree
      to place upon each of the respective Terabeam Licensed Products and Symbol
      Licensed Products, appropriate patent notices consistent with the reasonable
      practices of each Party.

    


    IN
      WITNESS WHEREOF, the parties have themselves, by their duly authorized
      representative, caused this Agreement to be executed as of the Effective
      Date:

    


    
      	
              Agreed
                to:

            	 	
              Agreed
                to:

            
	
              SYMBOL
                TECHNOLOGIES, INC.

            	 	
              TERABEAM,
                INC.

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Aaron B. Bernstein

            	 	
              By:

            	
              /s/
                David L. Renauld

            
	
              Name:

            	
              Aaron
                B. Bernstein

            	 	
              Name:
                

            	
              David
                L. Renauld

            
	
              Title:

            	
              VP
                - Deputy General

            	 	
              Title:

            	
              Vice
                President, Corporate

            
	 	
              Counsel,
                IP

            	 	 	
              Affairs
                & General Counsel

            
	 	 	 	 	 
	
              Date:
                

            	
              February
                24, 2006

            	 	
              Date:
                

            	
              February
                24, 2006

            


    

    


    


    
      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      A

    


    Scheduled
      Payments

    


    


    
      	 	
              A.

            	
              Initial
                Payment of $600,000.00 USD due within five business days of date
                Agreement
                is executed

            


    

    


    
      	 	
              B.

            	
              Quarterly
                Payments

            


    

    


    
      	
              Quarter

            	
              Amount
                of Payment (USD)

            
	 	 
	
              Second
                Quarter 2006

            	
              $250,000.00

            
	
              Third
                Quarter 2006

            	
              $250,000.00

            
	
              Fourth
                Quarter 2006

            	
              $250,000.00

            
	 	 
	
              First
                Quarter 2007

            	
              $250,000.00

            
	
              Second
                Quarter 2007

            	
              $250,000.00

            
	
              Third
                Quarter 2007

            	
              $250,000.00

            
	
              Fourth
                Quarter 2007

            	
              $250,000.00

            
	 	 
	
              First
                Quarter 2008

            	
              $300,000.00

            
	
              Second
                Quarter 2008

            	
              $300,000.00

            
	
              Third
                Quarter 2008

            	
              $300,000.00

            
	
              Fourth
                Quarter 2008

            	
              $300,000.00

            
	 	 
	
              First
                Quarter 2009

            	
              $375,000.00

            
	
              Second
                Quarter 2009

            	
              $375,000.00

            


    

    


    


    


     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


     

    

      ATTACHMENT
        C

       

      ASSIGNMENT

      WHEREAS
        Proxim
        Wireless Corporation of 2115 O’Nel Drive, San Jose, CA 95131, hereinafter
referred
        to as “Assignor,” is the
        sole
owner
        of
the
        United States Patents listed in Schedule A attached hereto;
        and

       

      WHEREAS,
        Symbol Technologies, Inc. of Holtsville New York, hereinafter referred to
        as
“Assignee,” whose post office address is One Symbol Plaza, Holtsville, New York,
        11742 is desirous of acquiring the entire right, title and interest of the
        Assignor in the patents listed in Schedule A, and any and all United States
        and
        foreign patents and applications for patents claiming priority from the patents
        listed in Schedule A, whether pending or abandoned (all hereinafter referred
        to
        inclusively as the “Assigned Patents” and including, but not limited to, those
        patents identified in the attached Schedule A); and

       

      NOW,
        THEREFORE, BE IT KNOWN THAT, in consideration of the mutual promises and
        obligations of the Assignor and Assignee contained in the Settlement Agreement
        dated February 24, 2006, and other good and valuable consideration, the receipt
        of which is hereby acknowledged, Assignor, by these presents, irrevocably
        assigns, transfers and conveys unto Assignee, its successors and assigns,
        its
        entire right, title and interest in and to the Assigned Patents including,
        but
        not limited to, the sole and exclusive right to bring suit for past and future
        infringement of any of the Assigned Patents or any patent issued from any
        of the
        Assigned Patents (and to collect any and all damages for such infringement),
        and
        the sole and exclusive right to prosecute any pending application for patent
        that is included in the Assigned Patents, and the sole and exclusive right
        to
        initiate and prosecute any reissue and reexamination proceedings relating
        to the
        Assigned Patents, the same to be held and enjoyed by Assignee, its successors
        and assigns, for its own use and behoof, to have and to hold the same to
        the
        full end of the term or terms for which the Assigned


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


       

      Patents
        are granted, as fully and entirely as the same would have been held by Assignor
        had this assignment not been made; and

       

      ASSIGNOR
        REPRESENTS THAT, to its knowledge, it is the exclusive
        owner of
        all right, title and interest (except for nonexclusive licenses granted in
        the
        ordinary course of Terabeam’s business) in the Assigned Patents listed on
        attached Schedule A (provided that Assignor may not be reflected as the owner
        of
        record of such Assigned Patents on the records of the appropriate governmental
        authorities given Assignor’s recent acquisition of the Assigned Patents) and
        Assignor has the right and full power to enter into this assignment;
        and

       

      ASSIGNOR
        REPRESENTS THAT the Assigned Patents and rights assigned hereby are not
        encumbered by any grant heretofore given by Assignor and are free of any
        liens,
        security interests, encumbrances or licenses created by or through Assignor
        (except for nonexclusive licenses granted in the ordinary course of Terabeam’s
        business); and

       

      ASSIGNOR
        REPRESENTS THAT it has not received any bone fide notice of any claims, pending
        or threatened, with respect to Assignor’s rights in the Assigned Patents and
        Assignor is not subject to
        any
        agreement, judgment or court order that conflicts with the terms of this
        Agreement; and

       

      ASSIGNOR
        REPRESENTS THAT Assignor shall and will do all lawful acts and things and
        make,
        execute and deliver without further compensation, any and all other instruments
        in writing, further applications, papers, affidavits, powers of attorney,
        assignments, and other documents which, in the reasonable opinion of counsel
        for
        Assignee, its successors and assigns, may be reasonably required or necessary
        to
        more effectively carry out the provisions of this Assignment; and

       

      EXCEPT
        AS
        SPECIFICALLY PROVIDED ABOVE, Assignor makes no representations or warranties
        relating to the Assigned Patents or the status,


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


       

      effectiveness,
        validity, existence, pendency, or enforceability thereof (and Assignee
        acknowledges that some of the Assigned Patents may have lapsed or been abandoned
        or terminated) and the Assigned Patents are transferred “as is, where is”
without any warranties whatsoever, including without limitation any implied
        warranties of merchantability or fitness for a particular purpose; and


       

      Assignor
        does hereby authorize and request the Commissioner of Patents and Trademarks
        to
        issue any United States Patent issuing from the Assigned Patents to said
        Symbol
        Technologies, Inc. as the assignee of the entire right title and interest
        in the
        Assigned Patents; and

       

      This
        Patent Assignment shall be governed by and construed in accordance with the
        laws
        of the state of New York without giving effect to the principles of conflicts
        of
        laws thereof.

       

      Executed
        this 24th
        day of
        February, 2006.

       

       

       

      
        	 	
                PROXIM
                  WIRELESS CORPORATION

              
	 	 	 
	 	
                By:
                  

              	
                /s/
                  David L. Renauld

              
	 	
                Name:
                  

              	
                David
                  L. Renauld

              
	 	
                Title: 

              	
                Vice
                  President

              


      

       

      
        	
                Commonwealth
                  of Massachusetts 

              	
                )

              	 
	 	
                )

              	
                ss:

              
	
                County
                  of Hampshire 

              	
                )

              	 


      

       

      Before
        me
        personally appeared said David L. Renauld 

      and
        acknowledged the foregoing instrument to be his free act

      and
        deed
        this 24th day of February, 2006.

       

       

       

      /s/
        Susan J. Sullivan

      Notary
        Public

       

      Seal     (Notary
        Public)



      

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        



      


      Attachment
        C - Schedule A

      


      


      
        	 	
                -

              	
                Australia
                  application AU 19950016997 published as AU 1699795 (Amendments
                  made and
                  published in AU 684905)

              


      

      
        	 	
                -

              	
                Canada
                  patent 2,176,401 issued July 8, 2003 (MCR-2CA) (App. No. CA
                  19952176401)

              


      

      
        	 	
                -

              	
                China
                  patent CN1141103 issued April 24, 2002 (MCR-2CI) (App. No. CN19950191641
                  published as CN 1141103 and CN
                  1083648)

              


      

      
        	 	
                -

              	
                Europe
                  application EP 19950908796 published as EP
                  0745290

              


      

      
        	 	
                -

              	
                India
                  patent 188,220 issued July 17, 2003 (MCR-2ID)


              


      

      
        	 	
                -

              	
                Indonesia
                  patent ID0008776 issued September 10, 2002
                  (MCR-2IN)

              


      

      
        	 	
                -

              	
                Japan
                  patent 3,406,319 issued March 7, 2003 (MCR-2JP) - (Issued May 12,
                  2003)
                  (App. No. JP 19950521825)

              


      

      
        	
              	
                o

              	
                Also
                  App. No. JP 20010272736 published as JP
                  2002198860

              


      

      
        	 	
                -

              	
                Mexico
                  patent 203281 granted July 26, 2001 (MCR-2MX)


              


      

      
        	 	
                -

              	
                Malaysia
                  patent MY-114861-A granted February 28, 2003 (MCR-2MY)
                  

              


      

      
        	 	
                -

              	
                Singapore
                  application SG 1995000140369778 published as SG
                  52170a

              


      

      
        	 	
                -

              	
                South
                  Africa application ZA 19950001282 published as ZA 9501282
                  

              


      

      
        	 	
                -

              	
                Taiwan
                  patent 073,357 granted September 1, 1995 (MCR-2TW)
                  

              


      

      
        	 	
                -

              	
                US
                  patent 5,809,060 (App No. 369,778)

              


      

      
        	 	
                -

              	
                US
                  patent 6,075,812 (App. No. 048,651)

              


      

      
        	 	
                -

              	
                -
                  WO 1995US01421 published as WO
                  9522859

              


      

      


      

        



        
          
            
            

          

          
            i

            
              

            

          

          
            
            

            
            

          

        

      

    

     

    

      ATTACHMENT
        D

       

      ASSIGNMENT

       

      WHEREAS
        Proxim
        Wireless Corporation of 2115 O’Nel Drive, San Jose, CA 95131, hereinafter
referred
        to as “Assignor,” is the
        sole
owner
        of
the
        United States Patent Applications listed in Schedule A attached
        hereto;
        and

       

      WHEREAS,
        Symbol Technologies, Inc. of Holtsville New York, hereinafter referred to
        as
“Assignee,” whose post office address is One Symbol Plaza, Holtsville, New York,
        11742 is desirous of acquiring the entire right, title and interest of the
        Assignor in the applications listed in Schedule A, and any divisions,
        continuations and continuations-in-part thereof, whether pending or abandoned,
        and in and to any United States Letters Patent which may be issued on any
        of
        said applications, and any reissues thereof, and in and to any and all
        applications for Letters Patent filed in foreign countries claiming priority
        to
        the applications listed in Schedule A, whether pending or abandoned, and
        including all priority rights under the Paris Convention, and any and all
        Letters Patent which may be granted in foreign countries therefor (all
        hereinafter referred to inclusively as the “Assigned Applications” and
        including, but not limited to, those applications identified in the attached
        Schedule A); and

       

      NOW,
        THEREFORE, BE IT KNOWN THAT, in consideration of the mutual promises and
        obligations of the Assignor and Assignee contained in the Settlement Agreement
        dated February 24, 2006, and other good and valuable consideration, the receipt
        of which is hereby acknowledged, Assignor, by these presents, irrevocably
        assigns, transfers and conveys unto Assignee, its successors and assigns,
        its
        entire right, title and interest in and to the Assigned Applications including,
        but not limited to, the sole and exclusive right to bring suit for past and
        future infringement of any patent issued from any of the Assigned Applications
        (and to collect any and all damages for such infringement), and the sole
        and
        exclusive right to prosecute any pending application for patent that is included
        in the Assigned Applications, and the sole


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


       

      and
        exclusive right to initiate and prosecute any reissue and reexamination
        proceedings relating to the Assigned Applications, the same to be held and
        enjoyed by Assignee, its successors and assigns, for its own use and behoof,
        to
        have and to hold the same to the full end of the term or terms for which
        any
        Letters Patent issuing from the Assigned Applications is granted, as fully
        and
        entirely as the same would have been held by Assignor had this assignment
        not
        been made; and

       

      ASSIGNOR
        REPRESENTS THAT, to its knowledge, it is the exclusive
        owner of
        all right, title and interest (except for nonexclusive licenses granted in
        the
        ordinary course of Terabeam’s business and except as otherwise indicated on
        Schedule A) in the Assigned Applications listed on attached Schedule A (provided
        that Assignor may not be reflected as the owner of record of such Assigned
        Applications on the records of the appropriate governmental authorities given
        Assignor’s recent acquisition of the Assigned Applications) and Assignor has the
        right and full power to enter into this assignment; and

       

      ASSIGNOR
        REPRESENTS THAT the Assigned Applications and rights assigned hereby are
        not
        encumbered by any grant heretofore given by Assignor and are free of any
        liens,
        security interests, encumbrances or licenses created by or through Assignor
        (except for nonexclusive licenses granted in the ordinary course of Terabeam’s
        business); and

       

      ASSIGNOR
        REPRESENTS THAT it has not received any bone fide notice of any claims, pending
        or threatened, with respect to Assignor’s rights in the Assigned Applications
        and Assignor is not subject to
        any
        agreement, judgment or court order that conflicts with the terms of this
        Agreement; and

       

      ASSIGNOR
        REPRESENTS THAT Assignor shall and will do all lawful acts and things and
        make,
        execute and deliver without further compensation, any and all other instruments
        in writing, further applications, papers, affidavits, powers of attorney,
        assignments, and other documents which, in the reasonable opinion of counsel
        for
        Assignee, its successors and assigns, may be reasonably


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


       

       required
        or necessary to more effectively carry out the provisions of this Assignment;
        and

       

      EXCEPT
        AS
        SPECIFICALLY PROVIDED ABOVE, Assignor makes no representations or warranties
        relating to the Assigned Applications or the status, effectiveness, validity,
        existence, pendency, or enforceability thereof (and Assignee acknowledges
        that
        some of the Assigned Applications may have lapsed or been abandoned or
        terminated) and the Assigned Applications are transferred “as is, where is”
without any warranties whatsoever, including without limitation any implied
        warranties of merchantability or fitness for a particular purpose; and


       

      Assignor
        does hereby authorize and request the Commissioner of Patents and Trademarks
        to
        issue any United States Patent issuing from the Assigned Applications to
        said
        Symbol Technologies, Inc. as the assignee of the entire right title and interest
        in the Assigned Application; and

       

      This
        Patent Assignment shall be governed by and construed in accordance with the
        laws
        of the state of New York without giving effect to the principles of conflicts
        of
        laws thereof.

      


       

       

      Executed
        this 24th
        day of
        February, 2006.

       

      


      
        	 	
                PROXIM
                  WIRELESS CORPORATION

              
	 	 	 
	 	 	 
	 	
                By:
                  

              	
                /s/
                  David L. Renauld

              
	 	
                Name:
                  

              	
                David
                  L. Renauld

              
	 	
                Title: 

              	
                Vice
                  President

              


      

      



      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      


      
        	
                Commonwealth
                  of Massachusetts 

              	
                )

              	 
	 	
                )

              	
                ss:

              
	
                County
                  of Hampshire 

              	
                )

              	 


      

       

      


       

      Before
        me
        personally appeared said David L. Renauld

      and
        acknowledged the foregoing instrument to be his free act 

      and
        deed
        this 24th day of February, 2006.

       

       

      /s/
        Susan J. Sullivan

      Notary
        Public

       

      Seal (Notary
        Public)

      



      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      



      


      


      Attachment
        D - Schedule A

      


      
        	 	
                -

              	
                Australia
                  application No. 20010020681 (no representation as to ownership
                  is given
                  for this application)

              


      

      
        	 	
                -

              	
                Australia
                  application AU 2003239563 (no representation as to ownership is
                  given for
                  this application)

              


      

      
        	 	
                -

              	
                Europe
                  application EP 20020736804 published as EP
                  1437019

              


      

      
        	 	
                -

              	
                Japan
                  application JP 20030500677 published as JP
                  2004535708

              


      

      
        	 	
                -

              	
                US
                  Ser. No. 10/155,794 (Pub.
                  20020196763)

              


      

      
        	 	
                -

              	
                WO
                  App. No. WO 2000US33170 published as WO
                  0143467

              


      

      
        	 	
                -

              	
                WO
                  2002US15144 published as WO
                  02097560

              


      

      
        	 	
                -

              	
                WO
                  2003US16168 published as WO
                  03101131

              


      

      


      


      
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