EXHIBIT 99.1 SECOND AMENDED AND RESTATED INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT

                                                                    EXHIBIT 99.1

           SECOND AMENDED AND RESTATED INTELLECTUAL PROPERTY
           ASSIGNMENT AND LICENSE AGREEMENT (the "Second
           Amended and Restated Agreement"), dated November
           21, 2006 and effective as of October 01, 2006 (the
           "Effective Date") by and between ATC Technologies,
           LLC, a Delaware limited liability company
           ("Technologies") and TerreStar Networks Inc., a
           Delaware corporation ("TerreStar").

                                  INTRODUCTION

     WHEREAS, Technologies and TerreStar each are parties to the Amended and
Restated Intellectual Property Assignment and License Agreement dated May 11,
2005 by and between Technologies and TerreStar (the "First Amended and Restated
Agreement"); and

     WHEREAS, Technologies and TerreStar each have undergone corporate
transitions resulting in reduced common ownership and control as between
Technologies and TerreStar; and

      WHEREAS, Technologies and TerreStar have agreed to certain changes to the
agreements reflected and memorialized in the First Amended and Restated
Agreement; and

     WHEREAS, the Parties have decided to terminate the Management Services &
Shared Facilities Agreement between Mobile Satellite Ventures, LP ("MSV LP") and
TerreStar dated May 11, 2005, contemporaneous herewith; and

     WHEREAS, the Parties have decided to terminate the Amended and Restated
Cost Sharing Agreement between Technologies and TerreStar dated May 11, 2005,
contemporaneous herewith, and include certain provisions in this Second Amended
and Restated Agreement relating to the sharing of certain costs by and between
the Parties; and

     WHEREAS, Technologies and TerreStar desire to amend and restate the First
Amended and Restated Agreement as provided herein.

     In consideration of the mutual benefits to be derived from this Second
Amended and Restated Agreement and of the other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound, do hereby agree as follows:

                                   ARTICLE I.
                                   DEFINITIONS

          1.1    Defined Terms. Capitalized terms used and not otherwise defined
in this Agreement shall have the meanings set forth below in this Section 1.1.

               (a)    "Accused Party" has the meaning set forth in Section 6.2.
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               (b)    "Affiliate" means, with respect to any Person, any other
Person controlling, controlled by or under common control with such Person,
whether by ownership or control of voting securities, by contract or otherwise.
Notwithstanding the foregoing and for purposes of this Agreement, TerreStar
Networks (Canada) Inc. shall be deemed to be an Affiliate of TerreStar and
Mobile Satellite Ventures (Canada) Inc. and Mobile Satellite Ventures Holdings
(Canada) Inc. shall be deemed to be an Affiliate of Technologies and MSV.

               (c)    "Affiliated Sublicensee" means an Affiliate of TerreStar to
which TerreStar may have granted rights under and pursuant to the First Amended
and Restated Agreement.

               (d)    "Ancillary Terrestrial Component" has the meaning set forth
in 47 C.F.R. ss.25.201 (2005).

               (e)    "Collaboration Period" means the period from and including
May 11, 2005, through and including October 01, 2006, the Effective Date of this
Second Amended and Restated Agreement.

               (f)    "Confidential Information" has the meaning set forth in
Section 4.1.

               (g)    "Disclosure Requirements" has the meaning set forth in
Section 4.3(a).

               (h)    "Effective Date" has the meaning set forth in the preamble.

               (i)    "Feeder Links" means the radio links that transmit a user's
messages in both directions between a satellite and its gateway earth station,
thereby connecting a Mobile Satellite Service network with a public switched
telephone network, provided that the domestic telecommunications authority in
the country in which such links are operated has allocated and continues to
allocate the frequencies used by those links for such prescribed purposes.

               (j)    "Insolvency Event" has the meaning set forth in Section
9.2(c).

               (k)    "Intellectual Property" means (i) all Patents, Know-How,
and Marks and (ii) all domestic and foreign copyrights (registered or
unregistered), mask works, works of authorship in any form or media, and all
other intellectual property or proprietary rights of any kind, other than any
registered and unregistered U.S. and foreign trade names, trademarks, trade
dress, service marks, logos and internet domain names, together with all
applications related thereto and all goodwill associated therewith.

               (l)    "Inter-Satellite Service Links" means links by which
satellites in a constellation may communicate with each other, provided that the
domestic telecommunications authority in the country in which such links are
operated has allocated and continues to allocate the frequencies used by those
links for such prescribed purposes.

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               (m)    "L-Band" means the frequency band residing at 1626.5-1660.5
MHz (Earth-to-space), 1668-1675 MHz (Earth-to-space) and 1518-1559 MHz
(Space-to-earth), as allocated for Mobile Satellite Service by the International
Telecommunications Union ("ITU") for Regions 1, 2 and 3, as those regions are
defined by ITU Radio Regulations, provided that notwithstanding the above, none
of the frequencies described in this subsection shall be considered to be
"L-Band" frequency in a given country unless that country's domestic
telecommunications authority has allocated and continues to allocate such
frequency for Mobile Satellite Services uses.

               (n)    "Legal Requirements" means the laws, statutes, rules, and
similar regulations, applicable to the relevant Intellectual Property.

               (o)    "Marks" means all registered and unregistered U.S. and
foreign trade names, trademarks, trade dress, service marks, logos and internet
domain names, together with all applications related thereto and all goodwill
associated therewith, except to the extent that any such trade name, trademark,
trade dress, service mark, logo, internet domain name, or applications that
relate thereto and all goodwill associated therewith are used to identify
Technologies or TerreStar or their respective Affiliates as the provider of a
particular product or service.

               (p)    "Mobile Satellite Service" has the meaning set forth in 47
C.F.R. ss.25.201 (2005).

               (q)    "MSV LP" has the meaning set forth in the Whereas
provisions.

               (r)    "MSV LP Agreement" means that Amended and Restated
Intellectual Property Assignment and License Agreement dated May 11, 2005
entered into by and between Technologies and MSV LP.

               (s)    "MSV LP Intellectual Property" means the Intellectual
Property assigned or licensed to Technologies pursuant to the MSV LP Agreement.

               (t)    "MSV LP L-Band Services" means communications services that
are provided or proposed to be provided using solely (i) the L-Band as allocated
for such purposes in the applicable country and in accordance with all
corresponding authorizations and all applicable laws, rules and regulations, so
long as such services consist only of a Mobile Satellite Service (MSS) or a
Mobile Satellite Service with an Ancillary Terrestrial Component (ATC), as
defined herein, and (ii) Feeder Links, Inter-Satellite Service Links and
Tracking, Telemetry & Command Spectrum for the sole purpose of supporting the
MSS and/or ATC services set forth in subclause (i).

               (u)    "MSVI" means MSV International, LLC, an affiliate of MSV LP
and Technologies.

               (v)    "MSVI Agreement" means that Amended and Restated
Intellectual Property Assignment and License Agreement dated May 11, 2005
entered into by and between Technologies and MSVI.

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               (w)    "MSVI Intellectual Property" means the Intellectual
Property assigned or licensed to Technologies pursuant to the MSVI Agreement.

               (x)    "Non-Accused Party" has the meaning set forth in Section
6.2.

               (y)    "Old Assignment Agreement" means the Assignment Agreement
by and among Mobile Satellite Ventures LLC, Telcom Satellite Ventures Inc. and
Rajendra Singh, dated as of January 8, 2001.

               (z)    "Party" or "Parties" means each of TerreStar and
Technologies individually, or both TerreStar and Technologies collectively, as
the case may be.

               (aa)   "Patents" means all domestic, foreign and international
patents and patent applications, and all provisionals, divisionals, renewals,
continuations, continuations-in-parts, reissues, re-examinations and extensions
thereof, and all patents and pending applications claiming the benefit of a
priority date of any of the foregoing under domestic, foreign or international
conventions, laws or regulations, and all U.S. and foreign patents which may be
granted thereon and all reissues, reexaminations and extensions thereof.

               (bb)   "Permitted Sublicensees" means the Affiliated Sublicensees
and the Third Party Sublicensees to which TerreStar may have granted rights
under and pursuant to the First Amended and Restated Agreement.

               (cc)   "Person" means any individual, trust, corporation,
partnership, limited liability company, joint venture or other business
association or entity, court, governmental body or governmental agency.

               (dd)   "S-Band" means (i) in International Telecommunications
Union ("ITU") Regions 1 and 3, as defined in ITU Radio Regulations, the
frequency band residing at 1980-2010 MHz (Earth-to-space) and 2170-2200 MHz
(space-to-Earth); (ii) in ITU Region 2, excluding the United States but
otherwise as defined in ITU Radio Regulations, the frequency band residing at
1930-1970 MHz (Earth-to-space on a secondary basis), 1980-2025 MHz
(Earth-to-space), 2120-2160 MHz (space-to-Earth on a secondary basis), and
2160-2200 MHz (space-to-Earth); and (iii) in the United States, the frequency
band residing at 2000-2020 MHz (Earth-to-space) and 2180-2200 MHz
(space-to-Earth), as allocated for Mobile Satellite Service under the Federal
Communications Commission's Table of Frequency Allocations codified at 47 C.F.R.
ss. 2.106; and provided that notwithstanding the above, none of the frequencies
described in this subsection shall be considered to be an "S-Band" frequency in
a given country unless that country's domestic telecommunications authority has
allocated and continues to allocate such frequency for Mobile Satellite Service
uses.

               (ee)   "Second Amended and Restated Agreement" has the meaning set
forth in the preamble.

               (ff)   "Technologies" has the meaning set forth in the preamble.

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               (gg)   "Technologies Collaboration Intellectual Property" means
(i) the MSVI Intellectual Property, (ii) the MSV LP Intellectual Property, and
(iii) all other Intellectual Property developed, acquired or licensed by
Technologies or any Affiliate of Technologies during the Collaboration Period.

                (hh)   "Technologies Intellectual Property" means: (i) all
Technologies Collaboration Intellectual Property and (ii) all Intellectual
Property developed, acquired, or otherwise owned by Technologies or any
Affiliate of Technologies at any time within ten (10) years following the
Effective Date of this Second Amended and Restated Agreement.

               (ii)   "Technologies Patents" means all Patents included in the
Technologies Intellectual Property.

               (jj)   "Term" has the meaning set forth in Section 9.1.

               (kk)   "TerreStar" has the meaning set forth in the preamble.

               (ll)   "TerreStar - HNS Contract" means that certain contract
between TerreStar and Hughes Network Systems, LLC dated December, 2005, for the
TerreStar S-Band Satellite Beam Access Subsystem, as such contract may be
amended by modification or by successor contracts entered into by TerreStar and
Hughes Network Systems, LLC.

               (mm)   "TerreStar Collaboration Intellectual Property" shall have
the same meaning as Collaboration Intellectual Property under the First Amended
and Restated Agreement and as such shall mean all Intellectual Property
developed, acquired, used or licensed by TerreStar or a Permitted Sublicensee
during the Collaboration Period under the First Amended and Restated Agreement
(and in the case of any Third Party Sublicensees, such Intellectual Property is
developed, acquired, used or licensed pursuant to its rights or obligations
under, or otherwise in connection with, the applicable sublicense agreement).

               (nn)   "TerreStar Intellectual Property" means: (i) all TerreStar
Collaboration Intellectual Property and (ii) all Intellectual Property
developed, acquired, or otherwise owned by TerreStar or any Affiliate of
TerreStar at any time within ten (10) years following the Effective Date of this
Second Amended and Restated Agreement.

               (oo)   "TerreStar Know-How" means all information, including all
trade secrets, know-how, unpatented technical information, software (other than
commercially available, off-the-shelf software) and other forms of code,
databases, data, manuals, formulae, specifications, data and procedures for
experiments and tests, flow charts, apparatus plans, drawings and sketches,
designs, ideas, discoveries, inventions, devices, methods and techniques which
arise out of the TerreStar - HNS Contract.

               (pp)   "TerreStar Patents" means all Patents included in the
TerreStar Intellectual Property.

               (qq)   "TerreStar S-Band Services" means solely the communications
services that are provided or proposed to be provided using solely (i) the
S-Band as allocated for such purposes in the applicable country and in

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accordance with all corresponding authorizations and all applicable laws, rules
and regulations, so long as such services consist only of a Mobile Satellite
Service (MSS) or a Mobile Satellite Service with an Ancillary Terrestrial
Component (ATC), as defined herein, and (ii) Feeder Links, Inter-Satellite
Service Links and Tracking, Telemetry & Command Spectrum for the sole purpose of
supporting the MSS and/or ATC services set forth in subclause (i).

               (rr)   "Third Party" means any Person who is not a Party.

               (ss)   "Third Party Sublicensee" means a Third Party sublicensee
to which TerreStar may have granted rights under and pursuant to the First
Amended and Restated Agreement.

               (tt)   "Tracking, Telemetry & Command" means the radio links which
provide data on satellite functions via a two-way telemetry link between a
satellite and a controlling earth station or control center, provided that the
domestic telecommunications authority in the country in which such links are
operated has allocated and continues to allocate the frequencies for such
prescribed purposes.

          1.2    Descriptive Headings; Certain Interpretations.

               (a)    Descriptive headings are for convenience only and shall not
control or affect the meaning or construction of any provision of this Second
Amended and Restated Agreement.

               (b)    Except as otherwise expressly provided in this Second
Amended and Restated Agreement, the following rules of interpretation apply to
this Second Amended and Restated Agreement: (i) the singular includes the plural
and the plural includes the singular; (ii) "or" and "any" are not exclusive and
"include" and "including" are not limiting; (iii) a reference to any agreement
or other contract includes permitted supplements and amendments; (iv) a
reference to a law includes any amendment or modification to such law and any
rules or regulations issued thereunder; (v) a reference to a person includes its
permitted successors and assigns; (vi) the words "hereby," "herein," "hereunder"
and words of similar import refer to this Second Amended and Restated Agreement
as a whole (including any Schedules and Exhibits) and not merely to the specific
section, paragraph or clause in which any such word appears; and (vii) a
reference in this Second Amended and Restated Agreement to an Article, Section,
Exhibit or Schedule is to the Article, Section, Exhibit or Schedule of this
Second Amended and Restated Agreement.

               (c)    This Second Amended and Restated Agreement has been
negotiated and executed in the English language. Translations of this Second
Amended and Restated Agreement in foreign languages are for convenience only and
will have no force and effect on the legal interpretation of this Second Amended
and Restated Agreement.

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                                  ARTICLE II.
                               ALLOCATION OF COSTS

          2.1 Allocation of Costs. Beginning as of the Effective Date and
continuing for a period of ten (10) years therefrom, MSV LP, on the one hand,
and TerreStar, on the other hand, shall fund and share equally (50%/50%) the
costs and expenses incurred under or in connection with the preparation, filing,
prosecution, examination and maintenance of Patents including, but not limited
to outside counsel fees and expenses and other directly related expenses by one
party in a given calendar year only to the extent that such costs and expenses
exceed the costs and expenses incurred by the other party in the same calendar
year under or in connection with the preparation, filing, prosecution,
examination and maintenance of Patents including, but not limited to outside
counsel fees and expenses and other directly related expenses (such excess costs
and expenses referred to as "Patent Expenses").

          2.2 Notwithstanding the foregoing, MSV LP shall not be liable to
TerreStar, pursuant to this Article II during any calendar year, for any Patent
Expenses incurred by TerreStar in a given calendar year, to the extent that
fifty percent (50%) of the amount of Patent Expenses incurred by TerreStar over
and above those Patent Expenses incurred by MSV LP in the same calendar year
exceed one million dollars ($1,000,000).

          2.3 Notwithstanding the foregoing, TerreStar shall not be liable to
MSV LP, pursuant to this Article II during any calendar year, for any Patent
Expenses incurred by MSV LP in a given calendar year, if and to the extent that
fifty percent (50%) of the amount of Patent Expenses incurred by MSV LP over and
above those Patent Expenses incurred by TerreStar in the same calendar year
exceed one million dollars ($1,000,000).

          2.4 Invoicing.

               (a)    On an annual basis and no later than the 15th day of
February of each year during the Term, MSV LP shall provide to TerreStar and
TerreStar shall provide to MSV LP, a summary of all Patent Expenses (including
any back-up documentation supporting such summary, upon request by the Receiving
Party) that each has incurred in the previous year. (In each case, the Party
receiving the summary of Patent Expenses shall be referred to hereinafter as the
"Receiving Party.") The Receiving Party shall review the summary of Patent
Expenses and back up documentation, if any, provided by the other Party, setting
forth the Patent Expenses incurred by the other Party during the preceding year,
and shall identify any expenses included in such summary that the Receiving
Party does not believe are properly identified as Patent Expenses. The Receiving
Party shall provide a notice of objection within twenty (20) calendar days of
receipt of the summary of Patent Expenses. If no notice of objection is received
by the other Party within such period, the Receiving Party shall be deemed to
have accepted the summary of Patent Expenses and all expenses set forth therein.
If a notice of objection is provided within the requisite period, the Parties
shall work together to reach an amicable agreement regarding any questioned
expenses in order to facilitate payment of Patent Expenses in accordance with
Section 2.4 (b) below.

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               (b)    With regard to all undisputed Patent Expenses, the Party
incurring the lesser amount of Patent Expenses during the preceding year (the
"Remitting Party"), based upon a comparison of the summaries of unquestioned
Patent Expenses exchanged between the Parties, shall make payment, within thirty
(30) calendar days of the receipt of the summary of Patent Expenses, to the
other Party, of an amount equal to fifty percent (50%) of the amount by which
the other Party's Patent Expenses exceed the Remitting Party's Patent Expenses
for the previous year, up to the maximum liability of $1 million set forth in
Sections 2.2 and 2.3 above.

                                  ARTICLE III.
                                 LICENSE GRANTS

          3.1    Technologies Patents. Subject to the Legal Requirements and
Section 10.2, Technologies hereby grants to TerreStar, and TerreStar accepts, a
perpetual (as described in Section 9.3(a)), world-wide, royalty-free, fully paid
up, non-exclusive, non-transferable in whole or in part, non-assignable right
and license under the Technologies Patents (a) to practice the methods claimed
in the Technologies Patents for the sole purpose of developing, operating,
implementing, providing and maintaining TerreStar S-Band Services; and (b) to
make, have made, use, sell, and import products or systems or perform services,
in either case that are claimed in the Technologies Patents for the sole purpose
of developing, operating, implementing, providing and maintaining TerreStar
S-Band Services, provided that in the event that a royalty or other payment is
due as a result of the license granted in this Section 3.1, the Parties agree to
reasonably allocate the costs between them.

          3.2    TerreStar Patents and TerreStar Know-How. Subject to the Legal
Requirements and Section 10.2, TerreStar hereby grants to Technologies, and
Technologies accepts, a perpetual (as described in Section 9.3(a)), worldwide,
royalty-free, fully paid up, non-exclusive, non-transferable in whole or in
part, non-assignable right and license under the TerreStar Patents and the
TerreStar Know-How (a) to practice the methods claimed in the TerreStar Patents
or disclosed in the TerreStar Know-How for the sole purpose of developing,
operating, implementing, providing and maintaining the MSV LP L-Band Services;
and (b) to make, have made, use, sell, and import products or systems or perform
services, in each case that are claimed in the TerreStar Patents or disclosed in
the TerreStar Know-How for the sole purpose of developing, operating,
implementing, providing and maintaining MSV LP L-Band Services, provided that in
the event that a royalty or other payment is due as a result of the license
granted in this Section 3.2, the Parties agree to reasonably allocate the costs
between them.

          3.3    Sublicenses.

               (a)    Subject to Section 3.3(c), Section 10.2 and the other terms
and conditions of this Second Amended and Restated Agreement, TerreStar shall
have the right to grant sublicenses, with the right to further sublicense, under
and in accordance with the licenses granted in Section 3.1 for the sole purpose
of developing, operating, implementing, providing and maintaining TerreStar
S-Band Services throughout the world. Any sublicense granted by TerreStar or
TerreStar sublicensees pursuant to this section shall be on terms and conditions
no less restrictive than those set forth herein and in a form substantially
similar to that attached hereto. To the extent not prohibited by U.S. law with

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respect to a government sublicense and within thirty (30) days of its execution,
TerreStar shall provide to Technologies an accurate and complete written copy of
any sublicense granted by TerreStar pursuant to this section (redacted in order
to protect confidential or sensitive information, but in all cases with
sufficient information to allow Technologies to determine that such sublicense
is in accordance with the intellectual property provisions of this Second
Amended and Restated Agreement). If and to the extent that TerreStar is
prohibited by U.S. law from providing a copy of the sublicense agreement with
respect to a government sublicense to Technologies, TerreStar will provide a
summary of the intellectual property provisions of the sublicense agreement
sufficient to allow Technologies to determine that such sublicense is in
accordance with the intellectual property provisions of this Second Amended and
Restated Agreement.

               (b)    Subject to Section 3.3(d), Section 10.2 and the other terms
and conditions of this Second Amended and Restated Agreement, Technologies shall
have the right to grant sublicenses, with the right to further sublicense, under
and in accordance with the licenses granted in Sections 3.2 for the sole purpose
of developing, operating, implementing, providing and maintaining MSV LP L-Band
Services throughout the world. Each sublicense to be granted by Technologies or
a sublicensee under this Section 3.3 shall be subject to the prior written
consent of TerreStar and shall be on terms and conditions no less restrictive
than those set forth herein and in a form substantially similar to that attached
hereto. To the extent not prohibited by U.S. law with respect to a government
sublicense and within thirty (30) days of its execution, Technologies shall
provide to TerreStar an accurate and complete written copy of any sublicense
granted by Technologies pursuant to this section (redacted in order to protect
confidential or sensitive information, but in all cases with sufficient
information to allow TerreStar to determine that such sublicense is in
accordance with the intellectual property provisions of this Second Amended and
Restated Agreement). If and to the extent that Technologies is prohibited by
U.S. law from providing a copy of the sublicense agreement with respect to a
government sublicense to TerreStar, Technologies will provide a summary of the
intellectual property provisions of the sublicense sufficient to allow TerreStar
to determine that such sublicense agreement is in accordance with the
intellectual property provisions of this Second Amended and Restated Agreement.

               (c)    TerreStar hereby guarantees the performance of all
sublicensees to which it has granted sublicenses in accordance with Section
3.3(a) above, and shall be responsible for, and shall indemnify, defend and hold
harmless Technologies and its Affiliates and their officers, directors,
employees, personnel and agents from and against, any and all claims, damages
and other costs arising from, (i) any sublicensee's breach of the terms of its
sublicense agreement or (ii) any sublicensee's violation, misappropriation, use
or misuse of Technologies Patents. TerreStar shall be entitled to prompt notice
by Technologies of any claim possibly leading to an indemnification obligation
under this provision and, at TerreStar's sole expense, to participate in any
defense or settlement of any claims relating thereto and to assume control of
such defense and settlement with counsel of its own choosing. Technologies shall
reasonably cooperate with TerreStar, at TerreStar's sole expense, in connection
with any such defense or settlement. The grant of any sublicense shall not
relieve TerreStar of its obligations under this Second Amended and Restated
Agreement, except to the extent they are satisfactorily performed by such
sublicensee.

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               (d)    Technologies hereby guarantees the performance of all
sublicensees to which it has granted sublicenses in accordance with Section
3.3(b) above, and shall be responsible for, and shall indemnify, defend and hold
harmless TerreStar and its Affiliates and their officers, directors, employees,
personnel and agents from and against, any and all claims, damages and other
costs arising from, (i) any sublicensee's breach of the terms of its sublicense
agreement or (ii) any sublicensee's violation, misappropriation, use or misuse
of TerreStar Patents and TerreStar Know-How. Technologies shall be entitled to
prompt notice by TerreStar of any claim possibly leading to an indemnification
obligation under this provision and, at Technologies' sole expense, to
participate in any defense or settlement of any claims relating thereto and to
assume control of such defense or settlement with counsel of its own choosing.
TerreStar shall reasonably cooperate with Technologies, at Techologies' sole
expense, in connection with any such defense or settlement. The grant of any
sublicense shall not relieve Technologies of its obligations under this Second
Amended and Restated Agreement, except to the extent they are satisfactorily
performed by such sublicensee.

               (e)    Notwithstanding anything herein to the contrary, in the
event a royalty or other payment is due, as a result of any sublicense granted
by TerreStar or by any sublicensee of TerreStar, or otherwise as a result of the
actions of TerreStar or a sublicensee of TerreStar, under the Old Assignment
Agreement (in particular, without limitation, Section 3.1 thereof), TerreStar
shall be solely responsible for all such royalty and other payment obligations
and all costs, fees, payments, claims, or other expenses and obligations
(including audit and reporting obligations) relating to such royalty or other
payment obligations. Without limitation to the foregoing, TerreStar (i) shall,
upon prompt written notice to TerreStar of any claim received by Technologies or
its Affiliates in respect thereof, indemnify Technologies and its Affiliates and
their officers, directors, employees, personnel and agents and shall hold
Technologies and its Affiliates and their officers, directors, employees,
personnel and agents harmless from and in respect of any such royalty and other
payment obligations and all other costs, fees, payments, claims and other
expenses and obligations (including audit and reporting obligations) relating
thereto, and (ii) shall promptly provide Technologies and its Affiliates, upon
request, with all information relating to such royalty and other payment
obligations and all other costs, fees, payments, claims and other expenses and
obligations (including audit and reporting obligations) relating thereto and
otherwise cooperate and assist Technologies and its Affiliates with any
inquiries or activities relating to any of the foregoing; provided, however,
that TerreStar shall be entitled, at TerreStar's sole expense, to participate in
any defense or settlement of any claims relating thereto and to assume control
of such defense or settlement with counsel of its