exv10w5



 




Exhibit 10.5


TRADEMARK LICENSE AGREEMENT



     This Trademark License Agreement (this “Agreement”) is made and entered
into as of this 13th day of January, 2004, by and between: Aether Systems, Inc.,
a Delaware corporation (“Licensor”); and TSYS Acquisition Corporation, a
Maryland corporation, and TeleCommunication Systems, Inc., a Maryland
corporation (collectively, “Licensee”). Licensor and Licensee may be referred
to in this Agreement individually as a “Party” or collectively as the
“Parties”.


     WHEREAS, Licensor and Licensee are parties to that certain Purchase
Agreement dated December 18 2003 (the “Purchase Agreement”); and,


     WHEREAS, as a condition to the Closing of the Purchase Agreement, Licensor
has agreed to license certain limited rights to certain of its trademarks,
service marks and trade names to Licensee, as set forth herein.


     NOW, THEREFORE, in consideration of the mutual covenants and promises
herein provided and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:



	 	 	 	 	 	 	 	 	 
	 	1.	 	 	Definitions. All capitalized terms used in this Agreement
but not otherwise defined herein shall have the same meanings as set
forth in the Purchase Agreement.
	 	 	 	 	 	 	 	 	 
	 	 	 	 	1.1.	 	Aether Limited Name. “Aether Limited Name” shall
mean the trade name “Aether Systems Ltd.” and all logos used
in connection therewith.
	 	 	 	 	 	 	 	 	 
	 	 	 	 	1.2.	 	Aether Names. “Aether Names” shall mean the
trade names “Aether” and “Aether Systems” and all logos used
in connection therewith.
	 	 	 	 	 	 	 	 	 
	 	 	 	 	1.3.	 	Aether Marks. “Aether Marks” shall mean: (i) the
Product Marks; (ii) the Aether Names; and (iii) the Aether
Limited Name.
	 	 	 	 	 	 	 	 	 
	 	 	 	 	1.4.	 	Domain Names. “Domain Names” shall mean the
domain names listed on Exhibit B.
	 	 	 	 	 	 	 	 	 
	 	 	 	 	1.5.	 	Effective Date. “Effective Date” shall mean the
date first written above.
	 	 	 	 	 	 	 	 	 
	 	 	 	 	1.6.	 	Product Marks. “Product Marks” shall mean those
trademarks and service marks set forth on Exhibit A and all
logos associated therewith as well as the Domain Names.
	 	 	 	 	 	 	 	 	 
	 	2.	 	 	License Grant.
	 	 	 	 	 	 	 	 	 
	 	 	 	 	2.1.	 	Grant. During the term of this Agreement,
Licensor hereby grants to Licensee, subject to the terms and
conditions of this Agreement, a non-transferable, irrevocable
(except as described in Section 9.2), royalty-free license to
use the Aether Marks in connection with the operation of the
Business as set forth below:
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(i)	 	with respect to the Product Marks, an exclusive license
throughout the world for three (3) years;



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	 	 	 	 	 	 	 	 	(ii)	 	with respect to the Aether Limited
Name, an exclusive license throughout Europe for three
(3) years; and
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	(iii)	 	with respect to the Aether Names, a
nonexclusive license throughout the United States for
six (6) months; provided, however, that starting three
(3) months after the Effective Date Licensee must use
the phrase “formerly Aether Systems” throughout the
United States in conjunction with the Aether Names.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	2.2.	 	Combination Restriction. Licensee shall not have
the right to use the Aether Marks in combination with any
other trademarks, service marks or logos such that the use of
such marks and/or logos together with the Aether Mark(s)
creates a single impression. For the avoidance of doubt, this
Section 2.2 is not intended to restrict Licensee’s ability to
co-brand products with the Product Marks.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	2.3.	 	Sublicense Restriction. Licensee may not
sublicense the rights granted pursuant to Section 2.1 without
Licensor’s written consent, which may be withheld in
Licensor’s sole discretion except that Licensee may grant
sublicenses to any Person that is one of its Affiliates (which
shall immediately terminate in the event such Person ceases to
be an Affiliate).
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	2.4.	 	Third Party Licenses. Licensee acknowledges and
agrees that it will be solely responsible for procuring any
third-party licenses required to use any Aether Mark in
combination with any such third-party mark, including paying
any costs or expenses related thereto. Nothing in this
Agreement shall be interpreted as granting the right to
Licensee to use the mark BLACKBERRY, a registered trademark of
Research In Motion Ltd.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	3.	 	 	Use Restrictions. Following the expiration of the licenses
described in Section 2.1(i) and Section 2.1(ii), Licensee shall have
no further right or license to use in commerce, or in any other
manner, the Product Marks or the Aether Limited Name, respectively.
Further, following the expiration of the licenses described in
Section 2.1(i) and Section 2.1(ii), Licensor hereby covenants to not
use, in commerce or in any other manner, the Product Marks or the
Aether Limited Name, respectively, in perpetuity. Following the
expiration of the license described in Section 2.1(iii), Licensee
shall have no further right to use the Aether Names.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	4.	 	 	Ownership. Licensee acknowledges that, as between the
Parties, Licensor owns all right, title and interest in and to the
Aether Marks. Licensee further acknowledges and agrees that the
Aether Marks and the goodwill associated therewith have great value
to Licensor and agrees not to challenge or contest the validity or
Licensor’s ownership of the Aether Marks (or any other rights that
Licensor may have in or to the Aether Marks) anywhere in the world.
Nothing in this Agreement or the performance hereof shall operate to
grant to Licensee or otherwise vest in Licensee any right, title, or
interest in or to any Aether Mark other than the licenses expressly
granted pursuant to Section 2.1.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	5.	 	 	Quality Control. Licensee agrees to maintain the quality of
all aspects of the Business at a level that is at least equal to the
quality of the Business as conducted as of the Effective Date
including with respect to the goods and services sold or provided in
connection with the Aether Marks. Any breach of this Section 5
shall be deemed to be a material breach of this Agreement.



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	 	 	 	6.	 	 	Use of Licensed Trademarks.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	6.1.	 	Specimens of Use. Licensee shall provide to
Licensor specimens of use and information relating to,
Licensee’s use of any of the Aether Marks as may be requested
by Licensor, which requests shall be made no more frequently
than once per calendar year unless Licensor has identified a
potential deficiency in Licensee’s use of the Aether Marks or
there is any actual or suspected noncompliance with the terms
or conditions of this Agreement. Without limiting Licensor’s
ability to terminate any of the licenses granted herein
pursuant to Section 9.2, Licensee shall remedy any
deficiencies in its use of any of the Aether Marks and/or
noncompliance with the terms or conditions of this Agreement
and/or the quality of the Business and related advertising and
promotional materials promptly upon notice from Licensor.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	6.2.	 	Trademark Usage. Licensee shall use each of the
Aether Marks only in a form and manner that is consistent with
proper trademark usage and applicable laws and regulations and
as may be necessary to protect the strength of the marks and
the goodwill associated therewith and Licensee’s rights
therein and thereto (including as set forth on Exhibit C and
using any required symbols, notices or legends required
thereby) and/or as may be directed in writing by Licensor.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	6.3.	 	Usage. Licensee acknowledges and agrees that its
usage of any of the Aether Marks shall inure solely to the
benefit of Licensor and any goodwill or rights, title or
interest that may have accrued to Licensee by its use of the
Aether Marks shall accrue to and be held in trust by Licensee
for Licensor which goodwill and/or rights Licensee hereby
assigns, and shall assign to Licensor immediately, at its
request, at any time whether during the term or after
termination of this Agreement.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	6.4.	 	No Derogation. Licensee shall not knowingly do
anything that is inconsistent with or impairs the validity or
enforceability of any of the Aether Marks or any of Licensor’s
right, title or interest in or to any of the Aether Marks, or
that infringes, derogates, dilutes or is inconsistent with or
impairs any of the Aether Marks or Licensor’s ownership of any
of the Aether Marks or which is detrimental to the reputation
of the Aether Marks or Licensor or any goodwill associated
with the Aether Marks. Licensee shall cooperate with and
reasonably assist Licensor, if such co-operation and
assistance is requested by Licensor, at Licensor’s reasonable
expense, in protecting and maintaining Licensor’s right, title
or interest in and to any of the Aether Marks, including,
without limitation, in any efforts of Licensor to register any
of the Aether Marks and/or record this Agreement. In the
event that Licensee does anything that is inconsistent with or
impairs the validity of the Aether Marks or any of Licensor’s
rights in or to any of the Aether Marks, or that infringes,
derogates, dilutes or is inconsistent with or impairs any of
the Aether Marks or Licensor’s ownership of any of the Aether
Marks or which is detrimental to the reputation of any of the
Aether Marks or Licensor or the goodwill associated with any
Aether Marks, then upon notice from Licensor, Licensee shall
cease such activity.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	6.5.	 	No Similar Marks. Without limiting the
generality of anything in this Section 6, during and after the
term of this Agreement, Licensee specifically agrees that it
shall not use any of the Aether Marks, or any name, mark, logo
or brand



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	 	 	 	 	 	 	 	 	confusingly similar to any of the Aether Marks, in any
corporate, business or trade name or in or on any electronic,
digital or wireless online media or in connection with any
product or service, whether now known or existing or
hereafter devised or existing, except as expressly permitted
pursuant to Section 2.1. Licensee further agrees not to file
any applications for registration or any domain name
applications or registrations or other indicia of ownership
anywhere in the world for any of the Aether Marks, or any
name, mark, logo or brand incorporating any of the Aether
Marks.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	7.	 	 	Infringements.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	7.1.	 	Notice. Licensee shall as soon as it becomes
aware thereof give Licensor in writing full particulars of
infringement of Licensor’s rights in relation to the Aether
Marks or to passing-off. If Licensee becomes aware that any
other person or entity alleges that the Aether Marks are
invalid or that use of the Aether Marks infringes any rights
of any other person or entity, Licensee shall immediately give
Licensor full particulars in writing thereof and shall make no
comment or admission to any third party in respect thereof or
take any actions without Licensor’s prior written consent.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	7.2.	 	Proceedings. As between the Parties, Licensor
shall have the sole right, but not the obligations, to control
and conduct all proceedings relating to the Aether Names or
Aether Limited Name, and shall in its sole discretion decide
what action, if any, to take in respect of any infringement or
alleged infringement of the Aether Names or Aether Limited
Name or passing-off or any other claim or counterclaim brought
or threatened in respect of the use or registration of the
Aether Names or Aether Limited Name, except to the extent
otherwise required pursuant to the Purchase Agreement.
Licensee shall not be entitled to bring any action for
infringement nor require Licensor to bring any such action and
Licensor shall not be obliged to bring or defend any
proceedings in relation to the Aether Names or Aether Limited
Name if it decides in its sole discretion not to do so;
provided, however, that Licensee shall be entitled to bring
any action for infringement or defend any proceedings in
relation to the Product Marks if it decides in its sole
discretion to do so. In such event, Licensor shall not enter
into any settlement agreement or voluntary consent decree
without the consent of Licensor, which shall not be
unreasonably withheld.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	7.3.	 	Cooperation. The non-acting Party shall, at the
request of the acting Party and at the acting Party’s expense,
give full co-operation to the acting Party in any action,
claim or proceedings brought or threatened in respect of the
Aether Marks.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	8.	 	 	Prosecution and Maintenance of Marks. With the exception of
the Domain Names, Licensor has no obligation to file and/or
prosecute and maintain any applications or registrations for any of
the Aether Marks. Licensor and Licensee shall co-operate with and
assist each other in the provision of documents and information in
connection with any registration or application for any of the
Aether Marks as reasonably necessary to effectuate the procurement
and maintenance of any applications or registrations filed by
Licensor for any of the Aether Marks, whether at Licensee’s request
or otherwise.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	9.	 	 	Term and Termination.



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	 	 	 	 	 	 	9.1.	 	License Term. The licenses granted pursuant to
Section 2.1 shall commence on the Effective Date and shall
continue thereafter in full force and effect until the
applicable dates set forth in such Section 2.1, unless earlier
terminated by mutual agreement of the Parties or in accordance
with this Section 9. This Agreement shall commence on the
Effective Date and continue thereafter in full force and
effect in perpetuity.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	9.2.	 	Termination for Breach. In the event of a breach
of any license granted pursuant to Section 2 by Licensee,
Licensee shall have thirty (30) days following notice thereof
by Licensor to remedy such breach. In the event Licensee
fails to remedy such breach within such thirty-day period,
Licensor shall have the right upon notice to Licensee to
immediately terminate such license Notwithstanding the
foregoing, Licensor shall have no right to terminate any other
section of this Agreement due to Licensee’s breach.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	9.3.	 	Remedy Not Exclusive. In addition to any right
to terminate this Agreement described in Section 9.2, Licensor
may in the event of a breach by Licensee pursue all other
legal and equitable remedies, including injunctive relief or
damages. In addition, Licensee acknowledges that any breach
of this Agreement is likely to cause irreparable harm to
Licensor, and that Licensor shall therefore be entitled to
obtain injunctive or other equitable relief without the
posting of any bond.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	9.4.	 	Effect of Termination; Survival. In the event of
any termination of this Agreement pursuant to Section 9.2, all
licenses granted pursuant to Section 2.1 shall immediately and
automatically terminate and all rights shall revert to
Licensor. In addition, Licensee shall return or destroy all
confidential information related to such licenses and cease
all use thereof.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	10.	 	 	Warranties; Indemnification.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	10.1.	 	Warranties. Licensor represents, warrants and
covenants to Licensee as follows: (i) Licensor has the full
and unencumbered right, power and authority to enter into this
Agreement, to grant the license rights granted by Licensor to
Licensee in Section 2.1, and otherwise to carry out its
obligations hereunder; (ii) Licensor has not licensed or
granted to any third party, and will not license or grant to
any third party during the term of this Agreement, any rights
in or to the Aether Marks that are inconsistent with the
license rights granted by Licensor to Licensee in Section 2.1;
(iii) There are no Claims, and Licensor is not otherwise
aware, that the Aether Marks infringe or misappropriate the
proprietary rights of any Person; and (iv) There are no
Claims, as of the Effective Date, which could impact upon
Licensor’s right, power and authority to enter into this
Agreement, to grant the license rights granted by Licensor to
Licensee hereunder, or to otherwise carry out its obligations
hereunder.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	10.2.	 	Indemnification. Each Party shall be liable for
and indemnify and hold harmless the other Party and its
Affiliates (together with each of their officers, directors,
employees and agents) against any and all liability, loss,
damages, costs (including legal costs and professional costs)
and expenses incurred or suffered by the same, arising out of
or related to any dispute, claim, suit, proceeding or any
other action brought by a third party against such other Party
(or any other



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	 	 	 	 	 	 	 	 	indemnitee) by reason of such Party’s use of the Aether Marks
or breach of any warranty or covenant herein.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	11.	 	 	LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE
LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
DAMAGES (EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES) ARISING FROM ANY PROVISION OF THIS AGREEMENT OR THE
PERFORMANCE THEREOF (INCLUDING DAMAGES INCURRED BY THIRD PARTIES)
INCLUDING LOSS OF PROFITS, CONTRACTS, BUSINESS, REPUTATION OR
GOODWILL.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	12.	 	 	Miscellaneous.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	12.1.	 	Further Assurances. From time to time, at each
Party’s request, the other Party shall execute and deliver
such further instruments of conveyance, transfer and
assignment and take such other actions as such Party may
reasonably request to effect the purposes of this Agreement.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	12.2.	 	Notices. All notices or other communications
required or permitted to be delivered hereunder shall be in
writing and shall be delivered by hand or sent by prepaid
telex or telecopy, or sent, postage prepaid, by registered,
certified or express mail, or reputable overnight courier
service and shall be deemed delivered when so delivered by
hand, telexed or telecopied with acknowledged receipt, or if
mailed, five (5) calendar days after mailing (one (1) Business
Day in the case of express mail or overnight courier service),
as follows:



If to Licensee:




	 	 	 	TSYS Acquisition Corp.

275 West Street

Suite 400

Annapolis, MD 21401

Telephone: (410) 263-7617

Facsimile: (410) 263-7616

Attention: Thomas M. Brandt, Jr.



with a copy to:




	 	 	 	Piper Rudnick LLP

6225 Smith Avenue

Baltimore, Maryland 21209

Attn: Wilbert H. Sirota, Esq.

Telephone: (410) 580-4264

Facsimile: (410) 580-3001



If to Licensor:




	 	 	 	Aether Systems, Inc.

11460 Cronridge Dr.

Owings Mills, Maryland 21117

Attn: David Oros

Telephone: (410) 654-6400

Facsimile: (410) 654-6554



with a copy to:



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	 	 	 	Kirkland & Ellis LLP

655 15th Street, N.W., Suite 1200

Washington, D.C. 20005

Attn: Mark D. Director, Esq.

Telephone: (202) 879-5000

Facsimile: (202) 879-5200



or such other address or facsimile number as such Party may hereafter specify
in writing for the purpose by notice to the other Parties hereto.



	 	12.3.	 	Governing Law; Submission to Jurisdiction. This
Agreement shall be deemed to be made in and in all respects
shall be interpreted, construed and governed by and in
accordance with the law of the State of Maryland without
regard to the conflict of law principles thereof. Courts
within the State of Maryland will have jurisdiction over all
disputes between the parties hereto arising out of or relating
to this Agreement and the transactions contemplated hereby.
The Parties hereby consent to and agree to submit to the
jurisdiction of such courts. Each of the Parties hereto
waives, and agrees not to assert in any such dispute, to the
fullest extent permitted by Applicable Law, any Claim that (i)
such Party is not personally subject to the jurisdiction of
such courts, (ii) such Party and such Party’s property is
immune from any legal process issued by such courts or (iii)
any litigation commenced in such courts is brought in an
inconvenient forum.
	 
	 	12.4.	 	WAIVER OF JURY TRIAL. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT AND THE ANCILLARY AGREEMENTS AND ANY AGREEMENTS,
INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY OR THEREBY AND
THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
	 
	 	12.5.	 	Entire Agreement. This Agreement, and the
attached Exhibits, constitute the entire agreement and
understanding of the parties in respect to the transactions
contemplated hereby and thereby and supersede all prior
agreements, arrangements and undertakings, whether written or
oral, relating to the subject matter hereof.
	 
	 	12.6.	 	Assignment. This Agreement and any rights and
obligations hereunder may be freely assigned by Licensor but
shall not be assignable or transferable by Licensee, except in
connection with a merger or sale of stock, or sale of
substantially all the assets, of Licensee, without the prior
written consent of the Licensor. Any purported assignment
without such consent shall be void and without effect.
	 
	 	12.7.	 	Amendment and Waiver. This Agreement may be
amended, modified, superseded or canceled, and any of the
terms, covenants, representations, warranties or conditions
hereof may be waived, only by a written instrument executed by
the Parties hereto, or, in the case of a waiver, by or on
behalf of the Party waiving compliance unless otherwise
contemplated by this Agreement. The failure of any Party at
any time or times to require performance of any provision
hereof shall in no manner affect the right at a later time to
enforce the



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	 	 	 	same. No waiver by any Party of any condition, or of any
breach of any term, covenant, representation or warranty
contained in this Agreement, in any one or more instances,
shall be deemed to be or construed as a further or continuing
waiver of any such condition or breach or a waiver of any
other condition or of any breach of any other term, covenant,
representation or warranty.
	 
	 	12.8.	 	Headings; Construction. The section and
paragraph headings contained in this Agreement are for
reference purposes only, and shall not in any way affect the
meaning or interpretation of this Agreement. For the purposes
of this Agreement, the terms “include” and “including” shall
be deemed to be followed by the phrase “without limitation”.
	 
	 	12.9.	 	Counterparts. This Agreement may be executed in
one or more counterparts (including by means of telecopied
signature pages), all of which shall be considered one and the
same agreement, and shall become effective when one or more
such counterparts have been signed by each of the Parties and
delivered to the other Parties.
	 
	 	12.10.	 	Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be valid
and effective under Applicable Laws, but if any provision of
this Agreement or the application of any such provision to any
Person or circumstance shall be held invalid, illegal or
unenforceable in any respect by a court of competent
jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other provision hereof.
	 
	 	12.11.	 	No Third Party Beneficiaries. Except as provided with
respect to indemnification as set forth in Section 10 and
except as otherwise expressly stated in this Agreement,
nothing in this Agreement shall confer any rights upon any
Person other than the Parties hereto and their respective
heirs, successors and permitted assigns.



(signatures appear on following page)



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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement on the
date first written above.



	 	 	 	 	 	 
	 	 	AETHER SYSTEMS, INC.
	 	 	 	 	 	 
	 	 	
By:	 	/s/ David S. Oros
	 	 	 	 	

	 	 	 	 	Name:  	David S. Oros
	 	 	 	 	Title:	Chief Executive Officer
	 	 	 	 	 	 
	 	 	TSYS ACQUISITION CORP.
	 	 	 	 	 	 
	 	 	
By:	 	/s/ Thomas M. Brandt, Jr.
	 	 	 	 	

	 	 	 	 	Name:  	Thomas M. Brandt, Jr.
	 	 	 	 	Title:	Senior Vice President and Chief Financial
Officer



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Exhibit A

Product Marks




	 	 	 	 	 	 	 	 	 
	MARK	 	REG./APPL. NO.	 	REG./APPL. DATE
	
	 	
	 	

	AETHER ATTACHE
	 	 	2,745,053	 	 	 	7/29/03	 
	AETHER FUSION
	 	 	78/053032	 	 	 	3/14/01	 
	AIM AETHER INTELLIGENT MESSAGING
	 	 	76/184184	 	 	 	12/21/00	 
	AETHER INSTANT WIRELESS MESSAGING
	 	 	n/a	 	 	 	n/a	 
	BLACKBERRY BY AETHER*
	 	 	n/a	 	 	 	n/a	 
	AETHER 20/20 D
	 	 	n/a	 	 	 	n/a	 



*Any use of the mark BLACKBERRY
shall be governed by Section 2.4.


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Exhibit B

Domain Names




	 	 	 	 	 	 	 	 	 
	DOMAIN NAME	 	REGISTRATION DATE	 	RENEWAL DATE
	
	 	
	 	

	aetherbb.com
	 	 	9/20/02	 	 	expired
	aetherbb.info
	 	 	9/19/01	 	 	expired
	aetherfusion.biz1
	 	 	11/19/01	 	 	 	11/18/04	 
	aetherfusion.com
	 	 	4/23/02	 	 	 	4/24/04	 
	aetherfusion.info
	 	 	9/19/01	 	 	expired
	aetherfusion.org1
	 	 	10/2/01	 	 	 	10/2/04	 
	aethersystems.es
	 	 	4/22/01	 	 	 	12/31/2003	 
	aethersystems.nl
	 	 	4/10/03	 	 	 	??/??/????	 
	Blackberrybyaether.biz1
	 	 	11/19/01	 	 	 	11/18/04	 
	Blackberrybyaether.com
	 	 	12/20/00	 	 	 	12/20/05	 
	Blackberrybyaether.info
	 	 	9/19/01	 	 	expired
	Blackberrybyaether.net
	 	 	12/20/00	 	 	 	12/20/05	 
	myaetherbb.biz1
	 	 	11/19/01	 	 	 	11/18/04	 
	myaetherbb.com
	 	 	8/16/00	 	 	 	8/16/04	 
	myaetherbb.info
	 	 	9/19/01	 	 	expired
	myaetherbb.net
	 	 	8/16/00	 	 	 	8/16/04	 








	1 Registered in the name of Aether’s attorney — Kris Keeney, Esq.


 






 






Exhibit C

Trademark Use Guidelines



Attached hereto.