exv10w8



 






Exhibit 10.8


COPYRIGHT ASSIGNMENT



This Copyright 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 Copyright 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 Intellectual Property 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 and unregistered copyrights and applications for
registration of copyrights specifically listed in Annex A to this Copyright
Assignment; and


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


          (1) all works of authorship claimed or described in the copyrights
together with all rights to publish, reproduce, display, transmit, adopt, sell,
prepare derivative works, distribute, perform or otherwise make use of the
same;



          (2) any and all registered copyrights and copyright applications in the
United States and anywhere else in the world that have been or may be granted
or filed, respectively, with respect to such works of authorship;



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



          (4) all rights in and under the copyrights to the full end of their terms
as fully as the Seller would have held the same in the absence of this
assignment; and



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



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 copyrights 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 copyrights
described above. This Copyright 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
Copyright 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




	 	 	 	 	 	 	 	 	 	 	 	 	 
	COPYRIGHT	 	REGISTRATION #	 	REGISTRATION DATE	 	OWNER/DIVISION
	
	 	
	 	
	 	

	REGISTERED
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ScoutSync client
	 	TX-5-408-585	 	 	5/23/01	 	 	Aether Systems, Inc./EMS
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ScoutBuilder
	 	TX-5-408-586	 	 	5/23/01	 	 	Aether Systems, Inc./EMS
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	e-Mobile
	 	TX-5-434-103	 	 	8/20/01	 	 	Aether Systems, Inc./EMS
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	EnterpriseISP
	 	TX-5-515-700	 	 	11/13/01	 	 	Aether Systems, Inc./EMS
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ScoutSync 4.1
	 	TX-5-558-474	 	 	2/21/02	 	 	Aether Systems, Inc./EMS
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Fusion 1.2
	 	TX-5-610-853	 	 	8/22/02	 	 	Aether Systems, Inc./EMS
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Fusion 1.0
	 	TXu-945-552	 	 	8/22/02	 	 	Aether Systems, Inc./EMS
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Fusion 1.1
	 	TXu-1-054-182	 	 	8/22/02	 	 	Aether Systems, Inc./EMS
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	COMMON LAW
	 	(NOT REGISTERED)	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ScoutWeb
	 	TX-5-786-117	 	 	11/5/01	 	 	Aether Systems, Inc./EMS