exv10w10



 



Exhibit 10.10


TRADEMARK ASSIGNMENT



This Trademark Assignment is delivered pursuant to the Closing under that
certain Purchase Agreement (the “Agreement”) dated as of December 18, 2003,
between Aether Systems, Inc., as the “Seller”, and TSYS Acquisition Corp., as
the “Purchaser”. Capitalized terms used in this Trademark Assignment have the
same meanings given to them in the Agreement.


The Seller has delivered this instrument signed by the Seller to enable the
Purchaser to file it with any appropriate governmental agency to indicate
ownership of the Trademarks described below and for the other purposes set
forth in this instrument. This instrument supplements and is in addition to
all other rights of the Purchaser under the Agreement and other instruments of
transfer delivered in connection with the Agreement.


For good and valuable consideration, receipt of which the Seller acknowledges,
and by signing and delivering this instrument, the Seller sells, assigns,
transfers, conveys, and delivers to the Purchaser all of the Seller’s right,
title, and interest in and to:


     (a)  the registered trademarks and applications for registration of
trademarks specifically listed in Annex A to this Trademark Assignment; and


     (b)  the following properties and rights with respect to all trademarks
and applications so listed in Annex A:


          (1) all goodwill associated with the business related to the trademarks
together with all rights to use, license and otherwise exploit the trademarks;



          (2) any and all registered trademarks and trademark applications of the
United States that have been or may be granted or filed, respectively, with
respect to such trademarks;



          (3) all foreign trademarks that may claim priority based on and
correspond to the trademarks listed in Annex A;



          (4) all income, royalties, damages, and payments hereafter due or payable
to the Seller with respect to the trademarks, including without limitation
unpaid damages and payments for past, present, and future infringements of any
trademark;



          (5) all rights in and under the trademarks to the fullest extent allowed
by law as fully as the Seller would have held the same in the absence of this
assignment; and



          (6) all rights to sue and recover damages and payments for past, present,
and future infringements or dilution of any of the trademarks, including the
right to fully and entirely replace the Seller in all related matters.



This assignment is made in connection with the sale of the entire business to
which the trademarks relate. As of the date set forth below, the Purchaser has
succeeded to all right, title, and standing of the Seller to: (a) receive all
rights and benefits pertaining to the trademarks and related rights described
above, and (b) commence, prosecute, defend and settle all claims and take all
actions that the Purchaser, in its sole discretion, may elect in relation to
the trademarks described above. This Trademark Assignment (a) is irrevocable
and effective upon the Seller’s signature to and delivery of a manually signed
copy of this instrument or facsimile or email transmission of the signature to
this instrument in connection with the Closing, if and only if the Closing is
completed, (b) benefits and binds the parties to the Agreement and


 






 



their respective successors and assignees, (c) does not modify or affect, and is
subject to, the provisions of the Agreement, and (d)  may be signed in
counterparts as provided in Section 12.12 of the Agreement.


The undersigned has signed this Trademark Assignment on January 13, 2003.


Aether Systems, Inc.:



	 	 	 
	

	 	 	 
	By:	 	/s/ David S. Oros
	 	 	


	Name:	 	David S. Oros
	 	 	


	Title:	 	Chief Executive
Officer
	 	 	





STATE OF MARYLAND

CITY OF BALTIMORE



On
                before me, Patricia C. Sweeting (the undersigned
notary), personally appeared David S. Oros personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.


WITNESS my hand and official seal.



[seal]



Patricia C. Sweeting



Notary Public


 






 



Annex A




	 	 	 	 	 	 	 	 	 	 	 
	TRADEMARK	 	REGISTRATION #	 	REGISTRATION DATE	 	DATE OF FIRST USE	 	OWNER/DIVISION(S)	 	FOREIGN COUNTRIES
	
	 	
	 	
	 	
	 	
	 	

	REGISTERED	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	SCOUTBUILDER	 	
(U.S.) 2,636,242
	 	10/15/02
	 	11/1/00
	 	Aether Systems, Inc./EMS
	 	(n/a)
	 	 	 	 	 	 	 	 	 	 	 
	SCOUTWEB	 	
(U.S.) 2,566,482
	 	5/7/02
	 	10/15/99
	 	Aether Systems, Inc./EMS
	 	(n/a)
	 	 	 	 	 	 	 	 	 	 	 
	SCOUTSYNC	 	
(U.S.) 2,475,193
	 	8/7/01
	 	6/18/99
	 	Aether Systems, Inc./EMS
	 	(n/a)
	 	 	 	 	 	 	 	 	 	 	 
	SCOUTIT	 	
(U.S.) 2,566,481
	 	5/7/02
	 	10/15/99
	 	Aether Systems, Inc./EMS
	 	(n/a)
	 	 	 	 	 	 	 	 	 	 	 
	E-MOBILE2	 	
(U.S.) 2,608,451
	 	8/20/02
	 	5/1/99
	 	LocusOne Communications, Inc./EMS
	 	(n/a)
	 	 	 	 	 	 	 	 	 	 	 
	POCKETFUTURES2	 	
(U.S.) 2,302,505
	 	12/21/99
	 	2/1/98
	 	Mobeo, Inc./EMS
	 	(n/a)
	 	 	 	 	 	 	 	 	 	 	 
	SCRAPPY PAGER2	 	
(U.S.) 2,160,599
	 	5/26/98
	 	3/1/97
	 	DocuPro, Inc./EMS
	 	(n/a)
	 	 	 	 	 	 	 	 	 	 	 
	SCRAPPY2	 	
(U.S.) 2,165,800
	 	6/16/98
	 	3/1/97
	 	DocuPro, Inc./EMS
	 	(n/a)
	 	 	 	 	 	 	 	 	 	 	 
	MOBEO2	 	
(U.S.) 2,421,888
	 	1/16/01
	 	2/1/99
	 	Mobeo, Inc./EMS
	 	(n/a)
	 	 	 	 	 	 	 	 	 	 	 
	F/XTRA2	 	
(U.S.) 2,396,120
	 	10/17/00
	 	7/1/99
	 	Mobeo, Inc./EMS
	 	(n/a)
	 	 	 	 	 	 	 	 	 	 	 
	LOCUSONE2	 	
(U.S.) 2,133,377
	 	1/27/98
	 	12/1/96
	 	LocusOne Communications, Inc./EMS
	 	(n/a)
	 	 	 	 	 	 	 	 	 	 	 
	SILA	 	
Australia: 848621

EU (CTM): 1838234

Hong Kong: 15615,

15616,15617, 15618

Japan: 4514671

Norway: 215.292

Switzerland: 502.140
	 	
Australia: 6/18/2002

EU (CTM): 6/14/2002

Hong Kong: 11/29/2001

Japan: 10/19/2001

Norway: 8/8/2002

Switzerland: 8/29/2002
	 	 	 	Sila
Communications

Limited/EMS
	 	Australia, European

Union (CTM),
Hong Kong,
Japan,
Norway,
Switzerland

	 	 	 	 	 	 	 	 	 	 	 
	SILACOM	 	
Australia: 848622

EU (CTM): 1828424

Hong Kong: 15611,

15612, 15613, 15614

Indonesia: 501695

Japan: 4556855

Norway: 215.293

Switzerland: 502.141
	 	Australia: 6/182002

EU (CTM): 6/14/2002

Hong Kong: 11/29/2002

Indonesia: 3/20/2002

Japan: 4/5/2002

Norway: 8/8/2002

Switzerland: 8/29/2002
	 	 	 	Sila Communications

Limited/EMS
	 	Australia, European

Union (CTM),

Indonesia,
 Hong Kong,
 Japan,
Norway,
 Switzerland
	 	 	 	 	 	 	 	 	 	 	 
	MOBIBROKER	 	
(CTM) 1614130
	 	4/17/2000
	 	 	 	Aether Technology Limited/EMS
	 	European Union (CTM)
	 	 	 	 	 	 	 	 	 	 	 
	MOBITRADE	 	
(CTM) 1613520
	 	4/17/2000
	 	 	 	Aether Technology Limited/EMS
	 	European Union (CTM)
	 	 	 	 	 	 	 	 	 	 	 
	MOBITRADER	 	
(CTM) 1614262
	 	4/17/2000
	 	 	 	Aether Technology Limited/EMS
	 	European Union (CTM)
	 	 	 	 	 	 	 	 	 	 	 
	POCKET FUTURES

PAGER (stylized)	 	
(U.K.) 1453354
	 	1/23/1991
	 	 	 	Aether Technology Limited/EMS
	 	United Kingdom
	 	 	 	 	 	 	 	 	 	 	 
	POCKET FUTURES

PAGER device	 	
(U.K) 2069214
	 	4/19/1996
	 	 	 	Aether Systems (UK) Limited/EMS
	 	United Kingdom
	 	 	 	 	 	 	 	 	 	 	 
	AIRBROKER (service	 	
(U.S) 2,248,110
	 	5/25/99
	 	2/18/97
	 	Aether Technologies/EMS
	 	(n/a)



 






 




	 	 	 	 	 	 	 	 	 	 	 
	TRADEMARK	 	REGISTRATION #	 	REGISTRATION DATE	 	DATE OF FIRST USE	 	OWNER/DIVISION(S)	 	FOREIGN COUNTRIES
	
	 	
	 	
	 	
	 	
	 	

	mark)	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	AIRBROKER

(trademark)	 	
(U.S.) 2,251,767
	 	6/8/99
	 	2/18/97
	 	Aether Technologies/EMS
	 	(n/a)
	 	 	 	 	 	 	 	 	 	 	 
	AERLEAD	 	
2,730,597
	 	6/24/03
	 	9/30/01
	 	Aether Systems, Inc./EMS	 	 
	 	 	 	 	 	 	 	 	 	 	 
	COMMON LAW	 	
(NOT REGISTERED)	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	MARKETSTREAM1	 	 	 	 	 	8/1/03
	 	Aether Systems, Inc. 2/EMS
	 	—
	 	 	 	 	 	 	 	 	 	 	 
	20/20 DELIVERY	 	
78/257155
	 	6/2/03
	 	 	 	Aether Systems, Inc./EMS
	 	—
	 	 	 	 	 	 	 	 	 	 	 
	20/20 FIELD SERVICE	 	
78/260625
	 	6/10/03
	 	 	 	Aether Systems, Inc./EMS
	 	—
	 	 	 	 	 	 	 	 	 	 	 
	StepOne	 	 	 	 	 	 	 	Aether Systems, Inc./EMS
	 	—
	 	 	 	 	 	 	 	 	 	 	 
	F/X ALERT	 	 	 	registration expired
	 	 	 	DocuPro, Inc./EMS
	 	—
	 	 	 	 	2/03	 	 	 	 	 	 



1 Only used in UK and Europe



2 Assignment not recorded with PTO