exv10w4



 





Exhibit 10.4




FORM OF




INTELLECTUAL PROPERTY MATTERS AGREEMENT




BY AND AMONG




ECHOSTAR COMMUNICATIONS CORPORATION




ECHOSTAR ACQUISITION L.L.C.




ECHOSPHERE L.L.C.




ECHOSTAR DBS CORPORATION




ECHOSTAR SATELLITE L.L.C.




ECHOSTAR INTERNATIONAL CORPORATION




EIC SPAIN SL




ECHOSTAR TECHNOLOGIES CORPORATION




ECHOSTAR ORBITAL CORPORATION




AND




ECHOSTAR HOLDING CORPORATION




DATED AS OF                      ___, 2007




 









 





FORM OF




INTELLECTUAL PROPERTY MATTERS AGREEMENT




     THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of
                     ___, 2007 (the “Effective Date”), is entered into by and among EchoStar
Communications Corporation (“ECC”), a Nevada corporation with its principal place of
business located at 9601 South Meridian Boulevard, Englewood, CO 80112; EchoStar Acquisition L.L.C.
(“Acquisition LLC”), a Colorado limited liability company with its principal place of
business located at 9601 South Meridian Boulevard, Englewood, CO 80112; Echosphere L.L.C.
(“Echosphere”), a Colorado limited liability company with its principal place of business
located at 9601 South Meridian Boulevard, Englewood, CO 80112; EchoStar DBS Corporation
(“EDBS”), a Colorado corporation with its principal place of business located at 9601 South
Meridian Boulevard, Englewood, CO 80112; EchoStar Satellite L.L.C. (“Satellite LLC”), a
Colorado limited liability company with its principal place of business located at 9601 South
Meridian Boulevard, Englewood, CO 80112; EchoStar International Corporation (“EIC”), a
Colorado corporation with its principal place of business located at 9601 South Meridian Boulevard,
Englewood, CO 80112; EIC Spain SL (“EIC Spain”), a Spanish corporation with its principal
place of business located at Avenida de los Pirineos 23, 28700 San Sebastián de los Reyes, Madrid,
Spain; EchoStar Technologies Corporation (“ETC”), a Texas corporation with its principal
place of business located at 90 Inverness Circle East, Englewood, CO 80112; EchoStar Orbital
Corporation (“Orbital”), a Colorado corporation with its principal place of business located at
9601 South Meridian Boulevard, Englewood, CO 80112; and EchoStar Holding Corporation
(“Company”), a Nevada corporation with its principal place of business located at 90
Inverness Circle East, Englewood, CO 80112 (collectively, the “Parties” and individually, a
“Party”).



W I T N E S S E T H:




     WHEREAS, ECC is the common parent company of an affiliated group of corporations and other
legal entities through which ECC operates the DISH Network, which is a leading provider of
satellite delivered digital television to customers across the United States of America;



     WHEREAS, ECC, through its Affiliates, also operates a technology business, which designs and
develops satellite receivers or set-top-boxes, antennae and other digital equipment for the DISH
Network segment of its business and designs, develops and distributes similar equipment for
international satellite service providers and other third party customers;



     WHEREAS, the Company is currently an indirectly wholly-owned subsidiary of ECC;



     WHEREAS, ECC has determined that it is in the company’s best interests to separate the
Consumer Business from the Receiver Business (as such terms are defined below) through various
internal corporate transactions and an external distribution of shares of the Company such that the
Company would cease being a subsidiary of ECC and would be separately owned by current ECC
shareholders;



 









 





     WHEREAS, after the aforementioned distribution of shares, the Company and its Affiliates would
continue to conduct the Receiver Business under the brand ECHOSTAR or such other marks as the
Company and its Affiliates may choose, but would exist as separate legal entities no longer
controlled by ECC;



     WHEREAS, after the aforementioned distribution of shares, ECC and its remaining Affiliates
would continue to conduct the Consumer Business under the brand DISH NETWORK or such other marks as
ECC and its Affiliates may choose;



     WHEREAS, in furtherance of the foregoing, ECC and the Company have entered into that certain
Separation and Distribution Agreement, dated as of                      ___, 2007 (the “Separation
Agreement”), wherein it was agreed that certain Intellectual Property would be assigned to the
Company in connection with the ECC Contribution, EDBS Contribution and the Satellite LLC
Contribution (as such terms are defined in the Separation Agreement);



     WHEREAS, members of the ECC Group are currently the owners of certain right, title and
interest in and to certain Intellectual Property related to the Receiver Business as described
herein;



     WHEREAS, the Company desires to obtain an assignment of all right, title and interest in and
to such Intellectual Property from such members of the ECC Group to the Company and ETC, which will
become a subsidiary of the Company, in accordance with the terms of this Agreement;



     WHEREAS, members of the Company Group are currently the owners of certain right, title and
interest in and to certain Intellectual Property related to the Consumer Business as described
herein;



     WHEREAS, ECC desires to obtain an assignment of all right, title and interest in and to such
Intellectual Property from such members of the Company Group to ECC in accordance with the terms of
this Agreement; and



     WHEREAS, ECC and the Company wish to address other Intellectual Property issues necessary for
the conduct of the Receiver Business and the Consumer Business after the Distribution Date.



     NOW, THEREFORE, in consideration of the mutual promises set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereby covenant and agree as follows:




	1.	 	Definitions. All capitalized terms used herein, but not otherwise defined herein,
shall have the meaning ascribed to them in the Separation Agreement. Words in the singular
shall be held to include the plural and vice versa and words of one gender shall be held to
include the other genders as the context requires. The terms “hereof,” “herein,” and
“herewith ” and words of similar import shall, unless otherwise stated, be construed to refer
to this Agreement as a whole (including all of the Exhibits hereto) and not to any particular
provision of this Agreement. Article, Section, and Exhibit references are to the Articles,
Sections and Exhibits to this Agreement unless otherwise specified. The word




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	 	 	“including” and words of similar import when used in this Agreement shall mean “including,
without limitation,” unless the context otherwise requires or unless otherwise specified.
The word “or” shall not be exclusive. Unless expressly stated to the contrary in this
Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and
“hereupon” and words of similar import shall all be references to the Effective Date,
regardless of any amendment or restatement hereof. For the purposes of this
Agreement, the following terms shall have the meanings ascribed to them as follows:






	 	1.1.	 	“Acquisition LLC Intellectual Property” shall mean those patents,
patent applications, trademarks, trademark registrations and applications for trademark
registration listed on Exhibit A hereto.
	 
	 	1.2.	 	“Affiliate” shall have the meaning set forth in the Separation
Agreement.
	 
	 	1.3.	 	“Applicable Law” shall have the meaning set forth in the Separation
Agreement.
	 
	 	1.4.	 	“Business Day” shall have the meaning set forth in the Separation
Agreement.
	 
	 	1.5.	 	“Company Group” shall mean the Company, each Subsidiary of the Company
and each other Person that is controlled directly or indirectly by the Company
immediately after the Distribution Date.
	 
	 	1.6.	 	“Consumer Business” shall have the meaning set forth in the Separation
Agreement.
	 
	 	1.7.	 	“Distribution Date” shall have the meaning set forth in the Separation
Agreement.
	 
	 	1.8.	 	“ECC Contribution Date” shall mean the date the ECC Contribution is
consummated.
	 
	 	1.9.	 	“ECC Group” shall mean ECC and each Person (other than any member of
the Company Group) that is an Affiliate of ECC immediately after the Distribution Date.
	 
	 	1.10.	 	“ECC Intellectual Property” shall mean those patents, patent
applications, trademarks, trademark registrations and applications for trademark
registration listed on Exhibit B hereto.
	 
	 	1.11.	 	“Echosphere Intellectual Property” shall mean those trademarks,
trademark registrations and applications for trademark registration listed on
Exhibit C hereto.

	 
	 	1.12.	 	“EDBS Contribution Date” shall mean the date the EDBS Contribution is
consummated.








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	 	1.13.	 	“EIC Trademarks” shall mean those trademarks, trademark registrations
and applications for trademark registration listed on Exhibit D hereto.
	 
	 	1.14.	 	“ETC Trademarks” shall mean those trademarks, trademark registrations
and applications for trademark registration listed on Exhibit E hereto.
	 
	 	1.15.	 	“External Use” shall mean any use that is not an Internal Use.
	 
	 	1.16.	 	“Intellectual Property” means (a) all U.S. and foreign patents,
including all reissues, divisions, continuations, continuations-in-part, reissues,
renewals, registrations, reexaminations and extensions thereof arising from and/or
claiming priority to any patent and all rights under the International Convention for
the Protection of Industrial Property, patent applications, patent rights, trademarks,
trademark applications and registrations, trade names, brand names, d/b/a’s, domain
names, logos, trade dress, other indicia of origin, copyrights, copyright registrations
and applications, database rights, confidential information, trade secrets, proprietary
technology, know-how, inventions, discoveries, and improvements, (b) all information
and data, whether in printed or electronic form and whether contained in a database or
otherwise, including customer lists, (c) all other forms of intellectual property or
proprietary rights, (d) claims or causes of action arising out of or related to any
infringement, misappropriation or other violation of any of the foregoing, including
rights to recover for past, present and future violations thereof, and (e) all goodwill
embodied in or related to any of the foregoing.
	 
	 	1.17.	 	“Internal Use” shall mean any use solely within ECC Group without any
communication (written or oral) with any third party that is not a member or employee
of the ECC Group.
	 
	 	1.18.	 	“Person” shall have the meaning set forth in the Separation Agreement.
	 
	 	1.19.	 	“Receiver Business” shall have the meaning set forth in the Separation
Agreement.
	 
	 	1.20.	 	“Satellite LLC Contribution Date” shall mean the date the Satellite
Contribution is consummated.
	 
	 	1.21.	 	“Satellite LLC Intellectual Property” shall mean those patents, patent
applications, trademarks, trademark registrations and applications for trademark
registration listed on Exhibit F hereto.
	 
	 	1.22.	 	“Subsidiary” shall have the meaning set forth in the Separation
Agreement.
	 
	 	1.23.	 	“Third Party” shall mean a Person that is not an Affiliate of any
Party hereto.




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	2.	 	Assignment of Acquisition LLC Intellectual Property.






	 	2.1.	 	Prior to the Satellite LLC Contribution Date, Acquisition LLC shall assign to
Satellite LLC, all right, title and interest in and to the Acquisition LLC Intellectual
Property, including all rights to sue for past, present and future infringements or
misappropriations of any of the foregoing and for all damages arising therefrom and all
goodwill associated with, relating to or embodied in any of the foregoing.
	 
	 	2.2.	 	No later than the Satellite LLC Contribution Date, Acquisition LLC and
Satellite LLC shall, at their sole cost and expense, execute and deliver to the Company
and ECC the assignment agreements attached hereto as Exhibit G and Exhibit
H for the assignment of the Acquisition LLC Intellectual Property to Satellite LLC.
Acquisition LLC and Satellite LLC shall take such other actions as are necessary to
transfer to, and perfect in, Satellite LLC all right, title and interest in and to the
Acquisition LLC Intellectual Property.
	 
	 	2.3.	 	After the assignment contemplated by Sections 2.1 and 2.2 above has been
completed and effective as of the Satellite LLC Contribution Date, Satellite LLC hereby
assigns to the Company, all right, title and interest in and to the Acquisition LLC
Intellectual Property and the Satellite LLC Intellectual Property, including all rights
to sue for past, present and future infringements or misappropriations of any of the
foregoing and for all damages arising therefrom and all goodwill associated with,
relating to or embodied in any of the foregoing. Such assignment shall be considered
part of the Satellite LLC Contribution.
	 
	 	2.4.	 	No later than the Satellite LLC Contribution Date, Satellite LLC shall, at its
sole cost and expense, execute and deliver to the Company the assignment agreements
attached hereto as Exhibit I and Exhibit J for the assignment of the
Acquisition LLC Intellectual Property and the Satellite LLC Intellectual Property to
the Company. The Company shall then execute and deliver copies of the assignment
agreements to ECC. Satellite LLC and the Company shall take such other actions as are
necessary to transfer to, and perfect in, the Company all right, title and interest in
and to the Acquisition LLC Intellectual Property and the Satellite LLC Intellectual
Property.
	 
	 	2.5.	 	Acquisition LLC and Satellite LLC shall cooperate with the Company in taking
such steps as are reasonably requested by the Company in connection with the
prosecution and maintenance of any of the Acquisition LLC Intellectual Property and the
Satellite LLC Intellectual Property and the enforcement of the Acquisition LLC
Intellectual Property and the Satellite LLC Intellectual Property, including signing
appropriate documents, providing truthful evidence and sworn testimony and joining as a
party to any related lawsuit, all at the Company’s expense for out-of-pocket expenses
incurred by Acquisition LLC or Satellite LLC.




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	3.	 	Assignment of Echosphere Intellectual Property.






	 	3.1.	 	Prior to the EDBS Contribution Date, Echosphere shall assign to EDBS, all
right, title and interest in and to the Echosphere Intellectual Property, including all
rights to sue for past, present and future infringements or misappropriations of any of
the foregoing and all goodwill associated with, relating to or embodied in any of the
foregoing.
	 
	 	3.2.	 	No later than the EDBS Contribution Date, Echosphere and EDBS shall, at their
sole cost and expense, execute and deliver to the Company and ECC the assignment
agreement attached hereto as Exhibit K for the assignment of the Echosphere
Intellectual Property to EDBS. Echosphere and EDBS shall take such other actions as
are necessary to transfer to, and perfect in, EDBS all right, title and interest in and
to the Echosphere Intellectual Property.
	 
	 	3.3.	 	After the assignment contemplated by Sections 3.1 and 3.2 above
has been completed and effective as of the EDBS Contribution Date, EDBS hereby assigns
to ETC, all right, title and interest in and to the Echosphere Intellectual Property,
including all rights to sue for past, present and future infringements or
misappropriations of any of the foregoing and for all damages arising therefrom and all
goodwill associated with, relating to or embodied in any of the foregoing. Such
assignment shall be considered part of the EDBS Contribution.
	 
	 	3.4.	 	No later than the EDBS Contribution Date, EDBS and ETC shall, at their sole
cost and expense, execute and deliver to the Company and ECC the assignment agreement
attached hereto as Exhibit L for the assignment of the Echosphere Intellectual
Property to ETC. EDBS and ETC shall take such other actions as are necessary to
transfer to, and perfect in, ETC all right, title and interest in and to the Echosphere
Intellectual Property.
	 
	 	3.5.	 	It is contemplated that ETC will become a subsidiary of the Company. As such,
Echosphere LLC and EDBS shall cooperate with the Company and ETC in taking such steps
as are reasonably requested by the Company and ETC in connection with the prosecution
and maintenance of any of the Echosphere Intellectual Property and the enforcement of
the Echosphere Intellectual Property, including signing appropriate documents,
providing truthful evidence and sworn testimony and joining as a party to any related
lawsuit, all at Company’s expense for out-of-pocket expenses incurred by the Echosphere
LLC and EDBS.






	4.	 	Assignment of ECC Intellectual Property and Assigned ECC IP.






	 	4.1.	 	Effective as of the ECC Contribution Date, ECC hereby assigns (or, in the case
of certain domain names, shall cause members of the ECC Group to assign) to the Company
all right, title and interest in and to: (a) the name “ECHOSTAR” and all related
trademarks and trademark rights, (b) the ECC Intellectual Property, and (c) the domain
names “echostar.com,” “echostarfixedsatellite.com,” “echostar-gov.com,”
“meridianaviation.net,” and “satelliteranch.com” and all related




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	 	 	 	website content used exclusively in connection with the Receiver Business, including
all rights to sue for past, present and future infringements or misappropriations of
any of the foregoing and all goodwill associated with, relating to or embodied in
any of the foregoing (collectively, the “Assigned ECC IP”). Such assignment
shall be considered part of the ECC Contribution.






	 	4.2.	 	No later than the ECC Contribution Date, ECC shall, at its sole cost and
expense, execute and deliver to the Company the assignment agreements attached hereto
as Exhibit M and Exhibit N for the assignment of the ECC Intellectual
Property to the Company. The Company shall then execute and deliver copies of the
assignment agreements to ECC. ECC and the Company shall take such other actions as are
necessary to transfer to, and perfect in, the Company all right, title and interest in
and to the Assigned ECC IP, including the ECC Intellectual Property. ECC and the
relevant members of the ECC Group shall provide all necessary assistance and consents
required by the applicable domain name registrar to affect the assignment of the domain
names included with the Assigned ECC IP to the Company.
	 
	 	4.3.	 	ECC shall cooperate with the Company in taking such steps as are reasonably
requested by the Company, in connection with the prosecution and maintenance of any of
the Assigned ECC IP and the enforcement of the Assigned ECC IP, including signing
appropriate documents, providing truthful evidence and sworn testimony and joining as a
party to any related lawsuit, all at the Company’s expense for out-of-pocket expenses
incurred by ECC.
	 
	 	4.4.	 	No Intellectual Property of ECC or any member of the ECC Group, other than that
which is expressly assigned by this Agreement and exclusively used in the Receiver
Business, is assigned by this Agreement. All rights, including Intellectual Property
rights, not expressly assigned by ECC or any member of the ECC Group herein are
specifically reserved.





5. Assignment of ETC Trademarks.





	 	5.1.	 	It is contemplated that in connection with the reorganization and eventual
spin-off of the Company and the Company Group that ETC will be converted from a
corporation into a limited liability company. The date on which such conversion in the
legal entity status of ETC occurs shall be referred to as the “ETC Conversion Date”.
For the avoidance of doubt, the term “ETC” as used herein shall refer to ETC as it
currently exists as a corporation and as it may exist as a limited liability company
after the ETC Conversion Date.
	 
	 	5.2.	 	No later than the ETC Conversion Date, ETC shall execute and deliver to ECC all
documents required to be filed with the United States Patent and Trademark Office
(“USPTO”) to record the change in ETC’s corporate name and status, including copies of
all related corporate filings made in ETC’s state of formation. Such filings shall be
made with the USPTO by ETC no later than the ETC Conversion Date at its sole cost and
expense.




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	 	5.3.	 	Effective as of the ETC Conversion Date, ETC hereby assigns to Orbital, all
right, title and interest in and to the ETC Trademarks, including all rights to sue for
past, present and future infringements or misappropriations of any of the foregoing and
all goodwill associated with, relating to or embodied in any of the foregoing.
	 
	 	5.4.	 	No later than the ETC Conversion Date, ETC shall, at its sole cost and expense,
execute and deliver to Orbital and ECC the assignment agreement attached hereto as
Exhibit O for the assignment of the ETC Trademarks to Orbital. ETC and Orbital
shall take such other actions as are necessary to transfer to, and perfect in, Orbital
all right, title and interest in and to the ETC Trademarks.
	 
	 	5.5.	 	It is contemplated that ETC will become a subsidiary of the Company. As such,
ETC shall cooperate with ECC and Orbital in taking such steps as are reasonably
requested by ECC and Orbital in connection with the prosecution and maintenance of any
of the ETC Trademarks and the enforcement of the ETC Trademarks, including signing
appropriate documents, providing truthful evidence and sworn testimony and joining as a
party to any related lawsuit, all at ECC’s and Orbital’s expense for out-of-pocket
expenses incurred by ETC.






	6.	 	Assignment of EIC Trademarks.






	 	6.1.	 	Effective as of the Effective Date, EIC hereby assigns to ECC, all right, title
and interest in and to the EIC Trademarks, including all rights to sue for past,
present and future infringements or misappropriations of any of the foregoing and all
goodwill associated with, relating to or embodied in any of the foregoing.
	 
	 	6.2.	 	No later than the Effective Date, EIC shall, at its sole cost and expense,
execute and deliver to ECC the assignment agreement attached hereto as Exhibit
O for the assignment of the EIC Trademarks to ECC. EIC and ECC shall take such
other actions as are necessary to transfer to, and perfect in, ECC all right, title and
interest in and to the EIC Trademarks.
	 
	 	6.3.	 	It is contemplated that EIC will become a subsidiary of the Company. As such,
EIC shall cooperate with ECC in taking such steps as are reasonably requested by ECC in
connection with the prosecution and maintenance of any of the EIC Trademarks and the
enforcement of the EIC Trademarks, including signing appropriate documents, providing
truthful evidence and sworn testimony and joining as a party to any related lawsuit,
all at ECC’s expense for out-of-pocket expenses incurred by EIC.






	7.	 	Assignment of EIC Spain Domain Names.






	 	7.1.	 	Effective as of the Effective Date, EIC Spain hereby assigns to ECC, all right,
title and interest in and to the domain names “dish.eu” and “dishnetwork.eu” and all
related website content used exclusively in connection with the Consumer Business,
including all rights to sue for past, present and future infringements or
misappropriations of any of the foregoing and all goodwill associated with,




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	 	 	 	relating to or embodied in any of the foregoing (collectively, the “EIC Spain
Domain Names”). EIC Spain and ECC shall take such other actions as are
necessary to transfer to, and perfect in, ECC all right, title and interest in and
to the EIC Spain Domain Names. EIC Spain shall provide all necessary assistance and
consents required by the applicable domain name registrar to affect the assignment
of the EIC Domain Names to ECC.






	 	7.2.	 	It is contemplated that EIC Spain will become a subsidiary of the Company. As
such, EIC Spain shall cooperate with ECC in taking such steps as are reasonably
requested by ECC in connection with the maintenance of any of the EIC Spain Domain
Names and the enforcement of the EIC Spain Domain Names, including signing appropriate
documents, providing truthful evidence and sworn testimony and joining as a party to
any related lawsuit, all at ECC’s expense for out-of-pocket expenses incurred by EIC
Spain.






	8.	 	Assignment of DISH CO Inventions.






	 	8.1.	 	ECC, through its Affiliate Satellite LLC, currently maintains a docket for its
patent, patent applications and related invention disclosures. On such docket are the
following entries: (a) “Multiplatform Voting System” (File No. ES-1207), (b) “User
Search and Skip of DVR Events Using Closed Captioning” (File No. ES-1210), (c) “Methods
of Operating a Multi-Platform Voting System” (File No. ES-1215), and (d) “System and
Method for Concurrently Presenting User Selectable and Business Programming” (File No.
ES-1216) (collectively, the “DISH CO Inventions”). The inventors of the DISH CO
Inventors have yet to execute assignments to their inventions to ECC or an Affiliate of
ECC, however, all such assignments shall be made by such inventors to ECC or is
designated Affiliate regardless of whether such inventors remain employees of a member
of the ECC Group. To the extent such inventors become employees of a member of the
Company Group, the Company and the members of the Company Group shall cause such
inventors to assign all rights in and to the DISH CO Inventions to ECC or its
designated Affiliate and shall take such other actions as are necessary to transfer to,
and perfect in, ECC or its designated Affiliate all right, title and interest in and to
the DISH CO Inventions. The Company and the members of the Company Group, including
their employees, shall cooperate with ECC and its designated Affiliates in taking such
steps as are reasonably requested by ECC or its designated Affiliate, in connection
with the prosecution and maintenance of any of the DISH CO Inventions and the
enforcement of the DISH CO Inventions, including signing appropriate documents,
providing truthful evidence and sworn testimony and joining as a party to any related
lawsuit, all at ECC’s expense for out-of-pocket expenses incurred by Company or a
member of the Company Group.






	9.	 	IBM Cross License.






	 	9.1.	 	On or about October 2, 2006, ECC and International Business Machines
Corporation (“IBM”) entered into a Patent Cross License (the “IBM Cross




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	 	 	 	License”). The Parties acknowledge and agree that all assignments of rights herein
are subject to the rights granted in the IBM Cross License. Therefore, the Company
and the Company Group acknowledge and agree that all assignments of Intellectual
Property rights to them hereunder are taken subject to the rights and obligations of
IBM and ECC respectively under the IBM Cross License.






	 	9.2.	 	The Company acknowledges that it has received and reviewed the IBM Cross
License on its behalf and on behalf of the Company Group. The Company and the Company
Group shall abide by the terms of the IBM Cross License so as not to create grounds for
IBM to reasonably declare that ECC is in breach of the IBM Cross License.
	 
	 	9.3.	 	Pursuant to Section 2.8 of the IBM Cross License, ECC and the Company (or a
member of the Company Group if appropriate) shall request in writing that IBM grant the
royalty-free patent cross license referenced in Section 2.8 of the IBM Cross License to
the Company (or a member of the Company Group if appropriate). ECC and the ECC Group
shall have no liability should IBM fail to grant the aforementioned license to the
Company or another member of the Company Group. The Parties shall exercise
commercially reasonable efforts to secure the aforementioned license from IBM in favor
of the Company and the Company Group.






	10.	 	Licensing of Certain Intellectual Property.






	 	10.1.	 	To the extent that there is unregistered Intellectual Property owned by the
Company or a member of the Company Group that is (a) not otherwise the subject of an
issued patent, pending patent application, or existing invention disclosure which is
owned by the Company or a member of the Company Group (or is being assigned to the
Company or a member of the Company Group hereunder) and (b) which relates exclusively
to or is necessary for the continued conduct of the Consumer Business (“Consumer
Business IP”), the Company and the members of the Company Group hereby grant to ECC and
the members of the ECC Group a perpetual, royalty-free, worldwide license and right to
use, practice, license, and sublicense the Consumer Business IP, but only in connection
with the Consumer Business. Such rights may not be used by ECC or the members of the
ECC Group to compete or to enable other Persons to compete with the Company or the
members of the Company Group in the Receiver Business. This license shall not grant,
or entitle ECC or any member of the ECC group to, any rights to any improvements,
modifications or derivative works of the Consumer Business IP made by the Company or
the members of the Company Group after the Distribution Date.
	 
	 	10.2.	 	To the extent that there is unregistered Intellectual Property owned by ECC or
a member of the ECC Group that is (a) not otherwise the subject of an issued patent,
pending patent application, or issued invention disclosure which is owned by ECC or a
member of the ECC Group (or is being assigned to the Company or a member of the Company
Group hereunder) and (b) which relates exclusively to or




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	 	 	 	is necessary for the continued conduct of the Receiver Business (“Receiver Business
IP”), ECC and the members of the ECC Group hereby grant to the Company and the
members of the Company Group a perpetual, royalty-free, worldwide license and right
to use, practice, license, and sublicense the Receiver Business IP, but only in
connection with the Receiver Business. Such rights may not be used by the Company
or the members of the Company Group to compete or to enable other Persons to compete
with ECC or the members of the ECC Group in the Consumer Business. This license
shall not grant or entitle the Company or any member of the Company group to any
rights to any improvements, modifications or derivative works of the Receiver
Business IP made by ECC or the members of the ECC Group after the Distribution Date.






	11.	 	Transitional Trademark License and Name Change.






	 	11.1.	 	Effective as of the ECC Contribution Date, Company grants to ECC and the ECC
Group a non-exclusive, non-transferable, non-sublicensable, worldwide, limited license
(“EchoStar Name License”) to use the name “ECHOSTAR” and the Assigned ECC IP
and any similar derivations thereof (collectively, the “EchoStar Names”) as
trade names and trademarks in connection with the Consumer Business and in the same
manner as the EchoStar Names are used by ECC, the ECC Group and the Company as of the
ECC Contribution Date for: (a) External Use for a term beginning on the ECC
Contribution Date and ending one (1) year from the Distribution Date and (b) Internal
Use for a term beginning on the ECC Contribution Date and ending two (2) years from the
Distribution Date.
	 
	 	11.2.	 	ECC and the ECC Group shall use the EchoStar Names: (a) solely in connection
with the types of goods and services offered by ECC, the ECC Group or the Company Group
as of the ECC Contribution Date; (b) in accordance with the terms of this Agreement;
and (c) in a manner that is consistent with industry standards for quality, but in no
event shall the EchoStar Names be used in connection with goods or services that are of
a lesser quality than the quality of those goods and services offered as of the ECC
Contribution Date by ECC, the ECC Group or the Company Group.
	 
	 	11.3.	 	ECC and the ECC Group may use the EchoStar Names for External Use for a term
beginning on the ECC Contribution Date and ending one (1) year from the Distribution
Date for the purpose of eliminating confusion on the part of customers and others and
thereafter ECC acknowledges and agrees not to use, and to cause any member of the ECC
Group not to use, for External Use, the EchoStar Names as trademarks. ECC acknowledges
and agrees that nothing contained in this Agreement shall otherwise restrict the
Company from using any name or mark that incorporates the term “ECHOSTAR” or any terms
similar thereto or any combinations thereof.






	 	11.4.	 	The Company acknowledges and agrees not to (and to cause all members of the
Company Group not to) make any public or private use of the name or trademark “DISH
NETWORK” or any terms confusingly similar thereto or any




11









 






	 	 	 	combinations thereof with other words or phrases and not to use the name “DISH
NETWORK” or any other trademark owned by ECC or any member of the ECC Group, in any
manner as to be likely to cause confusion, deception or mistake or to suggest that
the Company or any members of the Company Group or any product or service offered by
any of them are approved, recommended, endorsed, licensed or sponsored by ECC or any
member of the ECC Group.






	 	11.5.	 	Within two (2) years from the Distribution Date, ECC shall (and shall cause
any and all members of the Company Group with the term “ECHOSTAR” in their respective
names to) change their names so that the new names of ECC and the members of the ECC
Group do not contain the term “ECHOSTAR”. ECC and the members of the ECC Group shall
make all filings and submissions, at their sole cost and expense, to effectuate the
aforementioned name changes.






	12.	 	Consents and Approvals.






	 	12.1.	 	ECC and the members of the ECC Group who are parties to this Agreement shall
use their commercially reasonable efforts to obtain any and all consents and approvals
necessary to allow such parties to assign the Acquisition LLC Intellectual Property,
the Satellite LLC Intellectual Property, the Echosphere Intellectual Property, and the
Assigned ECC IP, including the ECC Intellectual Property, to the Company, or to
otherwise grant rights to the Company, as contemplated by this Agreement (the “ECC
Required Consents”). The Company shall cooperate with ECC’s and the members of the
ECC Group’s reasonable requests to effectuate the transactions contemplated herein, and
shall execute any documents requested by ECC or the members of the ECC Group in
connection with their efforts to obtain the ECC Required Consents.
	 
	 	12.2.	 	If an ECC Required Consent is not obtained with respect to certain of the
Acquisition LLC Intellectual Property, the Satellite LLC Intellectual Property, the
Echosphere Intellectual Property, the Assigned ECC IP, including the ECC Intellectual
Property, or any other Intellectual Property rights that are to be granted to the
Company Group hereunder after the use of commercially reasonable efforts, then the
Acquisition LLC Intellectual Property, the Satellite LLC Intellectual Property, the
Echosphere Intellectual Property, the Assigned ECC IP, including the ECC Intellectual
Property, or any other such Intellectual Property rights as applicable, shall only be
assigned to the extent permitted in the absence of the missing ECC Required Consents.
The Parties shall have no further obligations if such ECC Required Consents are
withheld.
	 
	 	12.3.	 	The Company and the members of the Company Group who are parties to this
Agreement shall use their commercially reasonable efforts to obtain any and all
consents and approvals necessary to allow such parties to assign the ETC Trademarks,
EIC Trademarks, EIC Domain Names and the DISH CO Inventions to ECC, or to otherwise
grant rights to ECC, as contemplated by this Agreement (the “Company Required
Consents”). ECC shall cooperate with the Company’s and the members of the Company
Group’s reasonable requests to effectuate the




12









 






	 	 	 	transactions contemplated herein, and shall execute any documents requested by the
Company or the members of the Company Group in connection with their efforts to
obtain the Company Required Consents.






	 	12.4.	 	If a Company Required Consent is not obtained with respect to certain of the
ETC Trademarks, EIC Trademarks, EIC Domain Names, the DISH CO Inventions or any other
Intellectual Property rights that are to be granted to the ECC Group hereunder after
the use of commercially reasonable efforts, then the ETC Trademarks, EIC Trademarks,
EIC Domain Names, the DISH CO Inventions or any other such Intellectual Property rights
as applicable, shall only be assigned to the extent permitted in the absence of the
missing Company Required Consents. The Parties shall have no further obligations if
such Company Required Consents are withheld.






	13.	 	Provision and Destruction of Certain Materials.






	 	13.1.	 	Within thirty (30) days from the Distribution Date, the Company and the
members of the Company Group shall destroy all copies of marketing materials and
documentation in their possession, custody or control, including any envelopes,
letterheads, business cards, presentations, advertising, fliers, sales circulars and
direct mail packages that contain a trademark owned by ECC or any member of the ECC
Group, including the mark “DISH NETWORK” and any other marks confusingly similar
thereto.
	 
	 	13.2.	 	Within one (1) year from the Distribution Date, ECC and the members of the ECC
Group shall destroy all copies of marketing materials and documentation in their
possession, custody or control, including any envelopes, letterheads, business cards,
presentations, advertising, fliers, sales circulars and direct mail packages that
contain a trademark owned after the Distribution Date by the Company, including any
EchoStar Names.
	 
	 	13.3.	 	Within thirty (30) days after the Distribution Date, each Party shall destroy
all copies of documents or files in its respective possession, custody or control that
contain any of the other Parties’ proprietary information or Intellectual Property that
has not been assigned to such Party under this Agreement; provided, that for
any given document of file any Party at its option may instead indelibly and completely
redact any of said proprietary information of the other Parties so long as such Party
notifies the other Parties of such actions and retention of the aforementioned types of
documents and files.
	 
	 	13.4.	 	As of the Distribution Date, except as otherwise provided in the Transition
Services Agreement, the Company and the members of the Company Group shall no longer
receive any licenses or rights to use any hardware, software or other Intellectual
Property based on ECC’s or any member of the ECC Group’s agreements or licenses with
Third Parties.




13









 












	14.	 	Representations and Warranties.






	 	14.1.	 	THE ACQUISITION LLC INTELLECTUAL PROPERTY, THE SATELLITE LLC INTELLECTUAL
PROPERTY, THE ECHOSPHERE INTELLECTUAL PROPERTY, THE ASSIGNED ECC IP, INCLUDING THE ECC
INTELLECTUAL PROPERTY, THE ETC TRADEMARKS, THE EIC TRADEMARKS, THE EIC SPAIN DOMAIN
NAMES AND THE DISH CO INVENTIONS, ARE PROVIDED “AS IS” PURSUANT TO THIS AGREEMENT.
EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, NO PARTY MAKES ANY WARRANTIES ON
ANY KIND AND THIS AGREEMENT EXPRESSLY EXCLUDES, AND THE PARTIES HEREBY RESPECTIVELY
DISCLAIM, ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,
STATUTORY OR OTHERWISE, INCLUDING: (A) ANY WARRANTY THAT THE ACQUISITION LLC
INTELLECTUAL PROPERTY, THE SATELLITE LLC INTELLECTUAL PROPERTY, THE ECHOSPHERE
INTELLECTUAL PROPERTY, THE ASSIGNED ECC IP, INCLUDING THE ECC INTELLECTUAL PROPERTY,
THE ETC TRADEMARKS, THE EIC TRADEMARKS, THE EIC SPAIN DOMAIN NAMES AND THE DISH CO
INVENTIONS, ARE ERROR FREE OR SECURE, WILL OPERATE WITHOUT INTERRUPTION, OR ARE
COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS; (B) ANY WARRANTY OF
MERCHANTABILITY OR WARRANTY ARISING OUT OF CUSTOM OR USAGE IN TRADE; (C) ANY WARRANTY
OF FITNESS FOR A PARTICULAR PURPOSE; AND (D) ANY WARRANTY OF NON-INFRINGEMENT OR
VALIDITY.
	 
	 	14.2.	 	EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, NO PARTY OR ITS RESPECTIVE
REPRESENTATIVES SHALL BE LIABLE TO THE OTHER PARTIES, OR ANY THIRD PARTY, FOR ANY
CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES ARISING
OUT OF OR RELATED TO THIS AGREEMENT, THE ACQUISITION LLC INTELLECTUAL PROPERTY, THE
SATELLITE LLC INTELLECTUAL PROPERTY, THE ECHOSPHERE INTELLECTUAL PROPERTY, THE ASSIGNED
ECC IP, INCLUDING THE ECC INTELLECTUAL PROPERTY, THE ETC TRADEMARKS, THE EIC
TRADEMARKS, THE EIC SPAIN DOMAIN NAMES AND THE DISH CO INVENTIONS, OR ANY ELEMENTS OF
ANY OF THE FOREGOING, OR OTHERWISE, INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS
INTERRUPTION, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR
ANY CLAIM OR DEMAND AGAINST SUCH PARTY BY ANY OTHER PARTY, OR OTHER PECUNIARY LOSS,
EVEN IF SUCH PARTY HAS BEEN ADVISED OF OR KNOWS OF THE POSSIBILITY OF SUCH DAMAGES.






	15.	 	Term and Termination.




14









 












	 	15.1.	 	This Agreement is effective as of the Effective Date and will continue in
perpetuity, unless sooner terminated as set forth below.
	 
	 	15.2.	 	Any Party may, in addition, and without prejudice to any other rights or
remedies it may have, terminate this Agreement as follows:






	 	(a)	 	Except as otherwise provided herein, by a Party for any
material breach of this Agreement by any other Party that is not cured within
thirty (30) days of receipt by the Party in default of a notice specifying the
breach and requiring its cure; or
	 
	 	(b)	 	By a Party, immediately upon written notice, if (i) all or a
substantial portion of the assets of any other Party are transferred to an
assignee for the benefit of creditors, to a receiver, or to a trustee in
bankruptcy; (ii) a proceeding is commenced by or against the other Party for
relief under bankruptcy or similar laws; or (iii) any other Party is adjudged
bankrupt.






	 	15.3.	 	Sections 9.2, 11.3, 11.4, and 15.3 and Articles 14, 16, 17, and 18 of this
Agreement shall survive the termination of this Agreement as shall all assignments of
Intellectual Property that have occurred prior to the effective date of termination.






	16.	 	Confidentiality.






	 	16.1.	 	Each Party hereto agrees that the specific terms and conditions of this
Agreement and any information conveyed or otherwise received by or on behalf of a Party
hereto in conjunction herewith are confidential and are subject to the terms of the
confidentiality provisions set forth in Section 4.5 of the Separation Agreement.






	17.	 	No Agency Relationship.






	 	17.1.	 	Each of the Parties, in performance of this Agreement, is acting as an
independent contractor to the other Parties, and not as a partner, joint venturer or
agent, nor do the Parties intend to create by this Agreement an employer-employee
relationship. Each Party retains control over its personnel, and the employees of one
Party shall not be considered employees of the other Parties. No Party will be bound
by any representation, act or omission of the other Parties. No Party has any right,
power or authority to create any obligation, express or implied, on behalf of the other
Parties.






	18.	 	Miscellaneous.






	 	18.1.	 	This Agreement, including the Exhibits hereto and the sections of the
Separation Agreement referenced herein, constitutes the entire agreement between the
Parties hereto with respect to the subject matter contained herein, and supersedes all
prior agreements, negotiations, discussions, understandings, writings and commitments
between the Parties hereto with respect to such subject matter.




15









 












	 	18.2.	 	This Agreement and the legal relations between the Parties hereto shall be
governed by and construed in accordance with the laws of the State of New York, without
regard to the conflict of laws rules thereof to the extent such rules would require the
application of the law of another jurisdiction. The state or federal courts located
within the State of New York, County of New York shall have exclusive jurisdiction over
any and all disputes between the Parties hereto, whether in law or equity, arising out
of or relating to this Agreement or the agreements, instruments and documents
contemplated hereby, or the Acquisition LLC Intellectual Property, the Echosphere
Intellectual Property, or the Assigned ECC IP, including the ECC Intellectual Property,
and the Parties hereto consent to and agree to submit to the exclusive jurisdiction of
such courts. Each of the Parties hereto hereby waives and agrees not to assert in any
such dispute, to the fullest extent permitted by Applicable Law, any claim that
(a) such Party is not personally subject to the jurisdiction of such courts, (b) such
Party and such Party’s property is immune from any legal process issued by such courts
or (iii) any litigation or other proceeding commenced in such courts is brought in an
inconvenient forum. The Parties hereto hereby agree that mailing of process or other
papers in connection with any such action or proceeding in the manner provided in
Section 18.10, or in such other manner as may be permitted by Applicable Law,
shall be valid and sufficient service thereof and hereby waive any objections to
service accomplished in the manner herein provided.






	 	18.3.	 	EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED IN THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) OR
THE ACQUISITION LLC INTELLECTUAL PROPERTY, THE ECHOSPHERE INTELLECTUAL PROPERTY, OR THE
ASSIGNED ECC IP, INCLUDING THE ECC INTELLECTUAL PROPERTY. EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 18.3.
	 
	 	18.4.	 	This Agreement shall not be amended, modified or supplemented except by a
written instrument signed by an authorized representative of each of the Parties
hereto.
	 
	 	18.5.	 	Any term or provision of this Agreement may be waived, or the time for its
performance may be extended, by the Party or the Parties hereto entitled to the benefit
thereof. Any such waiver shall be validly and sufficiently given for the




16









 






	 	 	 	purposes of this Agreement if, as to any Party hereto, it is in writing signed by an
authorized representative of such Party. The failure of any Party hereto to enforce
at any time any provision of this Agreement shall not be construed to be a waiver of
such provision, or in any way to affect the validity of this Agreement or any part
hereof or the right of any Party hereto thereafter to enforce each and every such
provision. No waiver of any breach of this Agreement shall be held to constitute a
waiver of any other or subsequent breach.






	 	18.6.	 	Wherever possible, each provision hereof shall be interpreted in such a manner
as to be effective and valid under Applicable Law, but in case any one or more of the
provisions contained herein shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such provision or provisions shall be ineffective to the
extent, but only to the extent, of such invalidity, illegality or unenforceability
without invalidating the remainder of such provision or provisions or any other
provisions hereof, unless such a construction would be unreasonable.
	 
	 	18.7.	 	This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original instrument, but all of which shall be considered one and
the same agreement, and shall become binding when one or more counterparts have been
signed by and delivered to each of the Parties hereto.
	 
	 	18.8.	 	This Agreement shall be binding upon and inure to the benefit of the Parties
hereto and their successors and permitted assigns; provided, however,
that the rights and obligations of each of the Parties hereto under this Agreement
shall not be assignable by such Parties without the prior written consent of the other
Parties. The successors and permitted assigns hereunder shall include any permitted
assignee as well as the successors in interest to such permitted assignee (whether by
merger, liquidation (including successive mergers or liquidations) or otherwise).
	 
	 	18.9.	 	Except to the extent otherwise provided in this Agreement, the provisions of
this Agreement are solely for the benefit of the Parties hereto and their respective
Affiliates, successors and permitted assigns and shall not confer upon any Third Party
any remedy, claim, liability, reimbursement or other right in excess of those existing
without reference to this Agreement.
	 
	 	18.10.	 	All notices, demands, requests, consents, approvals or other communications required
or permitted to be given hereunder or which are given with respect to this Agreement
shall be in writing and shall be personally served, delivered by reputable courier
service with charges prepaid, or transmitted by hand delivery, telegram, telex or
facsimile, addressed as set forth below, or to such other address as such Party shall
have specified most recently by written notice. Notice shall be deemed given on the
date of service or transmission if personally served or transmitted by telegram, telex
or facsimile. Notice otherwise sent as provided herein shall be deemed given on the
next Business Day following delivery of such notice to a reputable air courier service.




17









 












	 	 	 	If to the Company, ETC, EIC, or EIC Spain to:






Attention:




Telephone: ( )




Fax: ( )




	 	 	 	If to ECC, Acquisition LLC, Echosphere, EDBS, Satellite LLC or
Orbital to:






Attention:




Telephone: ( )




Fax: ( )




	 	18.11.	 	Neither ECC nor the Company (nor any member of the ECC Group or the Company Group)
shall, without the approval of the other, make any press release or other public
announcement concerning the transactions contemplated by this Agreement, except as and
to the extent that either party hereto shall be so obligated by Applicable Law or the
rules of any regulatory body, stock exchange or quotation system, in which case the
other Parties hereto shall be advised and the Parties hereto shall use commercially
reasonable efforts to cause a mutually agreeable release or announcement to be issued;
provided, however, that the foregoing shall not preclude communications
or disclosures necessary to implement the provisions of this Agreement or to comply
with Applicable Law, accounting and SEC disclosure obligations or the rules of any
stock exchange.
	 
	 	18.12.	 	Notwithstanding any other provision of this Agreement, no individual who is a
stockholder, director, employee, officer, agent, member or representative of the
Company, ECC, or a member of the ECC Group who is a Party, in its capacity as such,
shall have any liability in respect of or relating to the covenants or obligations of
such Party under this Agreement and, to the fullest extent legally permissible, each of
the Company, ECC, and the members of the ECC Group who are Parties, for itself and its
respective stockholders, directors, employees, officers and Affiliates, waives and
agrees not to seek to assert or enforce any such liability that any such Person
otherwise might have pursuant to Applicable Law.
	 
	 	18.13.	 	This Agreement shall be deemed to be the joint work product of the Parties and any
rule of construction that a document shall be interpreted or construed against a
drafter of such document shall not be applicable.
	 
	 	18.14.	 	Each Party acknowledges that a material breach of its obligations under this
Agreement would cause irreparable damage to the other Parties, as applicable, the exact
amount of which would be difficult to ascertain, and that the remedies at law and
monetary damages for any such breach would be inadequate. Accordingly, in the event of
any action taken or threatened by any Party hereunder that, if taken, would constitute
a material breach of its obligations under this Agreement, the other Parties and their
respective successors and assigns, as applicable, are entitled to injunctive or other
relief and/or a decree for




18









 






	 	 	 	specific performance, without the posting of any bond or other security, in addition
to any other remedies it may have for damages or otherwise.






	 	18.15.	 	The article, section and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement.





Signatures on the Following Page.




19









 











     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly
authorized representatives as of the Effective Date.



	 	 	 	 	 	 	 	 	 
	ECHOSTAR COMMUNICATIONS CORPORATION	 	 	 	ECHOSTAR HOLDING CORPORATION
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:
	 

	 	Title:
	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 	 	 
	ECHOSTAR ACQUISITION L.L.C.	 	 	 	ECHOSPHERE L.L.C.
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:
	 

	 	Title:
	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 	 	 
	ECHOSTAR DBS CORPORATION	 	 	 	ECHOSTAR SATELLITE L.L.C.
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:
	 

	 	Title:
	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 	 	 
	ECHOSTAR INTERNATIONAL CORPORATION	 	 	 	ECHOSTAR TECHNOLOGIES CORPORATION
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:
	 

	 	Title:
	 	 	 	 	 	Title:
	 
	 	 	 	 	 	 	 	 
	EIC SPAIN SL	 	 	 	ECHOSTAR ORBITAL CORPORATION
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:
	 

	 	Title:
	 	 	 	 	 	Title:






Signature Page to Intellectual Property Matters Agreement





20