exv10w11



 



Exhibit 10.11


DOMAIN NAME ASSIGNMENT



This Domain Name 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 Domain Name 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 agency to indicate ownership of the
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.


The Seller has adopted and registered the Internet domain names listed on the
attached Annex A (the “Domain Names”) with Network Solutions, Inc.,
Register.com or other registrars throughout the world (each a “Registrar”) on
various dates.


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 the Domain Names and agrees as follows:


     1.     Successful Transfer. Within ten (10) business days after the Closing
Date, the Seller shall commence, or have commenced, the formal transfer of the
Domain Names to the Purchaser in accordance with the applicable domain name
transfer procedure of each Registrar (the “Transfer Procedure”). As part of
the Transfer Procedure, the Seller shall use commercially reasonable efforts to
complete, execute and deliver the applicable registrant name change agreement
utilized by each Registrar (the “Change Agreement”) in a timely manner.


          (a) The Seller agrees that, for no additional compensation, the Seller
will execute any and all documents that may be necessary or appropriate to
perfect the Purchaser’s rights in and to the Domain Names, including but not
limited to all documents that may be necessary or appropriate to effect the
formal transfer of the Domain Names to the Purchaser in accordance with the
Transfer Procedure. In connection with the Transfer Procedure, the Seller will
provide any information required or requested by the Registrar or the
Purchaser, including but not limited to, the name or names identified by the
Purchaser for billing, administrative and technical contacts.



          (b) At any time, and from time to time after the Closing, the Seller
agrees, promptly upon the Purchaser’s written request, to take any and all
steps reasonably necessary to execute, acknowledge and deliver to the Purchaser
any and all further instruments and assurances necessary to complete a
Successful Transfer. “Successful Transfer” means for this purpose that
Purchaser owns and is accurately recognized as the registrant of the Domain
Names in the Network Solution, Inc.’s WHOIS database; that the Purchaser has
all rights, title and interest in and to the Domain Names; and the Purchaser is
able to use or allow others to use the Domain Names.



     2.     Cease Use of Names. As of the Closing Date, the Seller will stop all
use of the Domain Names for any purpose, including, but not limited to, use for
an Internet site or for electronic mail. The Seller shall not adopt any new
uses of the Domain Names.


     3.     Non-Interference. Except as permitted under that certain Trademark
License Agreement executed between Seller and Purchaser on December    , 2003,
Seller agrees not to challenge or object to the Purchaser’s (a) right to
register, use, own or transfer the Domain Names anywhere in the world, or


 






 


(b)
right to register, use, own or transfer any trademarks, service marks, domain
names or trade names that include or consist of the Domain Names anywhere in
the world. The Seller also agrees not to take any action that would interfere
with any rights the Purchaser may have or acquire in the Domain Names and
marks.


The undersigned has signed this Domain Name 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




	 	 	 	 	 	 	 
	DOMAIN NAME	 	REGISTRATION DATE	 	RENEWAL DATE	 	OWNER/DIVISION(S)
	
	 	
	 	
	 	

	docupro.com	 	
9/13/02
	 	1/5/04
	 	Aether Systems, Inc./EMS
	 	 	 	 	 	 	 
	futurespager.co.uk	 	
3/17/1995
	 	3/17/2005
	 	Futures Pager Limited
	 	 	 	 	 	 	 
	futurespager.com	 	
3/31/1999
	 	3/31/2004
	 	Futures Pager Limited
	 	 	 	 	 	 	 
	gotxt.co.uk	 	
9/12/2001
	 	9/12/2005
	 	Sila Management Services
	 	 	 	 	 	 	 
	gotxt.com	 	
9/12/2001
	 	9/12/2006
	 	Sila Management Services
	 	 	 	 	 	 	 
	gotxt.net	 	
9/12/2001
	 	9/12/2005
	 	Sila Management Services
	 	 	 	 	 	 	 
	IFX.nl	 	
4/29/1998
	 	—
	 	Sila Communications Benelux B.V.
	 	 	 	 	 	 	 
	IFX.se	 	
112/7/1998
	 	—
	 	IFX Scandinavia
	 	 	 	 	 	 	 
	marketclip.com	 	
9/16/02
	 	2/17/06
	 	Aether Systems, Inc./EMS
	 	 	 	 	 	 	 
	marketstreamlive.com	 	
9/16/2003
	 	9/16/2005
	 	Aether Systems Ltd
	 	 	 	 	 	 	 
	mobeo.com	 	
9/16/02
	 	9/1/04
	 	Aether Systems, Inc./EMS
	 	 	 	 	 	 	 
	mobiquote.co.uk	 	
3/8/2000
	 	3/8/2004
	 	Futures Pager Limited
	 	 	 	 	 	 	 
	mobiquote.com	 	
3/8/2000
	 	3/8/2004
	 	Sila Communications (UK) Ltd
	 	 	 	 	 	 	 
	mobitrader.co.uk	 	
3/29/2000
	 	3/29/2004
	 	Futures Pager Limited
	 	 	 	 	 	 	 
	mobitrader.com	 	
3/29/2000
	 	3/29/2004
	 	Futures Pager Limited
	 	 	 	 	 	 	 
	pocketfutures.com	 	
6/10/1997
	 	6/11/2004
	 	Aether Systems, Inc./EMS
	 	 	 	 	 	 	 
	portabledatascreen.com	 	
3/10/2003
	 	3/10/2005
	 	Sila Communications (UK) Ltd
	 	 	 	 	 	 	 
	portabledatascreen.co.uk	 	
3/10/2003
	 	3/10/2005
	 	Sila Communications (UK) Ltd
	 	 	 	 	 	 	 
	silacom.co.uk	 	
4/12/2000
	 	4/12/2004
	 	Futures Pager Limited
	 	 	 	 	 	 	 
	silacom.com	 	
4/11/2000
	 	4/11/2005
	 	Sila Communications3
	 	 	 	 	 	 	 
	silacom.nl	 	
8/30/2000
	 	—
	 	Sila Communications Benelux B.V.
	 	 	 	 	 	 	 
	sila.es	 	
1/29/2001
	 	1/29/2004
	 	Sila Communications S.A.
	 	 	 	 	 	 	 
	wirelessdatascreen.co.uk	 	
3/10/2003
	 	3/10/2005
	 	Sila Communications (UK) Ltd
	 	 	 	 	 	 	 
	wirelessdatascreen.com	 	
3/10/2003
	 	3/10/2005
	 	Sila Communications (UK) Ltd
	 	 	 	 	 	 	 
	Silacom.biz	 	
7/11/2001
	 	6/11/2003
	 	Sila Technology Ltd4







3 This appears to be intended to be held in the name of Sila Communications
Limited but was registered in the name “Sila Communications”



4 Searches of the WHOIS database operated by Network Solutions, LLC. on 17
December 2003 indicate that the status of this domain name is “pending”.