INTELLECTUAL PROPERTY RIGHTS AGREEMENT

Exhibit 10.3

EXECUTION COPY

INTELLECTUAL PROPERTY RIGHTS AGREEMENT

This Intellectual Property Rights Agreement (“AGREEMENT”) is entered into by MOTOROLA, Inc., a Delaware corporation with its principal offices located at 1303 East Algonquin Road, Schaumburg, Illinois 60196 (“MOTOROLA”) and IRIDIUM SATELLITE LLC, a Delaware limited liability company with principal offices located at 44330 Woodbridge Parkway, Leesburg, VA 20176 (“NEWCO”).

BACKGROUND

NEWCO is purchasing the assets held by Iridium LLC and Iridium Operating LLC and associated with the IRIDIUM SYSTEM pursuant to an Asset Purchase Agreement dated as of October 26, 2000 (the “ASSET PURCHASE AGREEMENT”). NEWCO, in addition, has entered into a contract with MOTOROLA to provide various transition services, products and assets as described in the Transition Services, Products and Asset Agreement dated as of December 11, 2000, to which a form of this AGREEMENT is attached as an Annex (such Agreement being the “DEFINITIVE AGREEMENT”). Pursuant to the DEFINITIVE AGREEMENT, NEWCO and MOTOROLA have agreed to enter into this AGREEMENT.

Therefore, the parties agree as follows:

AGREEMENT

1.

DEFINITIONS . CAPITALIZED TERMS USED IN THIS AGREEMENT HAVE THE MEANINGS SET FORTH IN THE BACKGROUND SECTION OF THIS AGREEMENT, OR AS DEFINED ELSEWHERE IN THIS AGREEMENT.

1.1.

“GATEWAY(S) ^” means the ground based facilities constructed in accordance with the GATEWAY INTERFACE SPECIFICATION supporting the subscriber billing/information functions and call processing operations and the connection of the IRIDIUM SYSTEM subscriber communications through the public switched telephone network (PSTN).

1.2.

“GATEWAY INTERFACE SPECIFICATION” means the functional specification that defines the radio frequency interface, logical and physical protocols, and functionality necessary for GATEWAY inter-operability with the SPACE SEGMENT and SYSTEM CONTROL SEGMENT.

1.3.

“GATEWAY SEGMENT” means that part of the IRIDIUM SYSTEM consisting solely of the GATEWAYS.

1.4.

“INTELLECTUAL PROPERTY CLAIM” means an intellectual property claim against MOTOROLA or a SUBSIDIARY of MOTOROLA relating in any way to the IRIDIUM SYSTEM, the MOTOROLA INTELLECTUAL PROPERTY RIGHTS, the IRIDIUM TECHNICAL INFORMATION, or any other technology, products or information licensed or provided in accordance with this AGREEMENT.

1.5.

“INTELLECTUAL PROPERTY RIGHTS” means copyrights, patents (other than design patents), database rights and trade secret rights, including any registrations and applications with

respect to any of the foregoing. INTELLECTUAL PROPERTY RIGHTS does not include rights in design patents, trademarks, trade dress or registerable industrial designs and like rights involving trade identity.

1.6.

“IRIDIUM SERVICE(S) ^” means the telephony of voice or data transmission services between subscribers and/or between PSTN customers and subscribers and paging services provided by the IRIDIUM SYSTEM, and any other services that are introduced by NEWCO after the date hereof and are provided by NEWCO using the SPACE SEGMENT of the IRIDIUM SYSTEM. IRIDIUM SERVICE(S) does not include and shall in no event be interpreted to include (i) any services relating to the manufacturing or production of any SUBSCRIBER EQUIPMENT or any other products or equipment; (ii) any services provided by any TERRESTRIAL WIRELESS SYSTEM(S); or (iii) any services that are introduced by NEWCO after the date hereof that do not use the SPACE SEGMENT of the IRIDIUM SYSTEM.

1.7.

“IRIDIUM SUBSCRIBER SEGMENT TECHNOLOGY” means only the current version of the Satellite Subscriber Unit (Voice) Specification known as Air Interface Specification document, number SPC-E-0003.SYS. IRIDIUM SUBSCRIBER SEGMENT TECHNOLOGY does not include any MOTOROLA technology relating to L-band transceivers (LBTs) or SUBSCRIBER EQUIPMENT.

1.8.

“IRIDIUM SYSTEM ^” means the completely integrated satellite-based digitally-switched first generation telecommunication system heretofore owned by Iridium Operating LLC and to be acquired by NEWCO as of the date hereof. This term includes added spare satellites and repaired or replaced components of the SPACE SEGMENT, SYSTEM CONTROL SEGMENT, and GATEWAY SEGMENT. IRIDIUM SYSTEM also includes (i) any upgraded, enhanced, or additional computer software incorporated into the SPACE SEGMENT, SYSTEM CONTROL SEGMENT, GATEWAY SEGMENT or other components of the IRIDIUM SYSTEM other than SUBSCRIBER EQUIPMENT; (ii) any upgraded, enhanced, or additional hardware components of the GATEWAY SEGMENT; and (iii) those upgraded, enhanced, or additional hardware components of the SPACE SEGMENT or the SYSTEM CONTROL SEGMENT that are not significantly modified from their original form. IRIDIUM SYSTEM does not include and shall in no event be interpreted to include (i) any SUBSCRIBER EQUIPMENT, (ii) a SECOND GENERATION IRIDIUM SYSTEM or any other satellite system; or (iii) any TERRESTRIAL WIRELESS SYSTEM(S) or any SUBSCRIBER EQUIPMENT or other equipment for use in connection with any TERRESTRIAL WIRELESS SYSTEM.

1.9.

“IRIDIUM TECHNICAL INFORMATION” means all information and material, including confidential and trade secret information (in whatever form) and computer software (subject to the limitations set forth below) that was used by MOTOROLA or any of its SUBSIDIARIES as of the date hereof to OPERATE AND MAINTAIN the IRIDIUM SYSTEM and that is necessary or useful to allow NEWCO to OPERATE AND MAINTAIN the IRIDIUM SYSTEM, including without limitation the information and materials identified in Exhibit A. IRIDIUM TECHNICAL INFORMATION includes computer software in object code form and/or in source code form and related documentation only to the extent that such forms and documentation are (i) within MOTOROLA’s possession or control; (ii) capable of being provided by MOTOROLA to NEWCO without violation of any law or contractual obligation; and (iii) capable of being provided by MOTOROLA to NEWCO without impeding MOTOROLA’s rights and licenses to continue to use the same (to the extent MOTOROLA desires to continue to use the same) and without incurring any cost to MOTOROLA (or if there is such a cost, such cost will be paid by NEWCO) (collectively “LICENSED SOFTWARE”).

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1.10.

“LBT DESIGN PACKAGE” means technical documentation including: OSC Bus Developer’s Guide for Peripherals; Iridium LBT Interface Specification and BIC Functional Specifications, all of which together document the hardware and software technical specifications required to interface to the LBT through MOTOROLA’s proprietary bus.

1.11.

“LICENSED LBT-BASED PRODUCTS” means products designed based on the LBT DESIGN PACKAGE and incorporating L-Band transceivers (LBT) purchased from MOTOROLA or a party licensed in accordance with the terms of Section 2.6 and sold or otherwise disposed of solely for use in connection with the IRIDIUM SYSTEM. For avoidance of doubt, LICENSED LBT-BASED PRODUCTS includes mobile exchange units (MXUs) and data units/asset managers. The term LICENSED LBT-BASED PRODUCTS specifically excludes (i) the LBT itself, which is to be separately purchased from MOTOROLA or another party licensed in accordance with the terms of Section 23, and (ii) SUBSCRIBER EQUIPMENT.

1.12.

“IRIDIUM SUBSCRIBER EQUIPMENT” means only the Satellite Series Model 9505 version of the LBT, the Satellite Series Model 9505 portable unit or the Satellite Series Model 9520 mobile unit, as applicable.

1.13.

“MOTOROLA INTELLECTUAL PROPERTY RIGHTS” means INTELLECTUAL PROPERTY RIGHTS owned by MOTOROLA or any of its SUBSIDIARIES prior to the date hereof, including without limitation INTELLECTUAL PROPERTY RIGHTS created or invented on or before the date hereof but as to which no application or registration is filed or issued until after the date hereof. MOTOROLA INTELLECTUAL PROPERTY RIGHTS also includes rights or licenses which MOTOROLA has received from unaffiliated third parties, but only to the extent that (i) such rights or licenses are necessary for the OPERATION AND MAINTENANCE of the IRIDIUM SYSTEM, and (ii) MOTOROLA has the right to grant to NEWCO rights and licenses under such third party’s INTELLECTUAL PROPERTY RIGHTS without cost to MOTOROLA or, if there is a cost, such cost is paid by NEWCO. MOTOROLA INTELLECTUAL PROPERTY RIGHTS specifically excludes any INTELLECTUAL PROPERTY RIGHTS relating to TERRESTRIAL WIRELESS SYSTEMS, automotive technologies, semiconductor manufacturing, semiconductor structures, or semiconductor manufacturing processes.

1.14.

“OPERATION AND MAINTENANCE” or “OPERATE AND MAINTAIN” means the operation and maintenance of the IRIDIUM SYSTEM to provide IRIDIUM SERVICES, including upgrading and enhancing the IRIDIUM SYSTEM to the extent contemplated by the definition of IRIDIUM SYSTEM.

1.15.

“PERSON” means an individual, corporation, partnership, unincorporated association, trust, joint venture or other organization or entity, including any nation or government, foreign or domestic, any state or other political subdivision thereof, and any agency or other entity exercising executive, legislative, judicial, regulatory or administrative functions of government, including, without limitation, all taxing authorities.

1.16.

“SECOND GENERATION IRIDIUM SYSTEM” means (i) a complete satellite system that replaces in full the SPACE SEGMENT of the existing, first generation IRIDIUM SYSTEM or that uses an air interface different from that described in Air Interface Specification document, SPC­E-0003.SYS; or (ii) a satellite system that does not completely replace the SPACE SEGMENT of the existing, first generation IRIDIUM SYSTEM but comprises a derivative of the existing, first generation IRIDIUM SYSTEM that includes upgraded or enhanced hardware components that are significantly modified from their original form.

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1.17.

“SECOND GENERATION IRIDIUM SYSTEM SUBSCRIBER EQUIPMENT” means SUBSCRIBER EQUIPMENT for use in connection with the SECOND GENERATION IRIDIUM SYSTEM. SECOND GENERATION SUBSCRIBER EQUIPMENT specifically excludes any SUBSCRIBER EQUIPMENT for use in connection with any TERRESTRIAL WIRELESS SYSTEM.

1.18.

“SPACE SEGMENT” means that part of the IRIDIUM SYSTEM consisting solely of the space vehicles (also called satellites) in low earth orbit. SPACE SEGMENT includes (i) any upgraded, enhanced, or additional computer software incorporated into the space vehicles, and (ii) those upgraded, enhanced, or additional hardware components of the space vehicles that are not significantly modified from their original form. SPACE SEGMENT does not include the SYSTEM CONTROL SEGMENT, GATEWAY SEGMENT, SUBSCRIBER EQUIPMENT or other components.

1.19.

“SUBSCRIBER EQUIPMENT” means, collectively and individually, voice subscriber terminals (whether or not data capable) and paging equipment.

1.20.

“SUBSIDIARY” means any legal entity, more than fifty percent (50%) of whose outstanding shares or securities representing the right to vote for the election of directors or other managing authority are, or more than fifty percent (50%) of whose equity interest is, now or hereafter, owned or controlled, directly or indirectly by that party (but only so long as such ownership or control or equity interest exists).

1.21.

“SYSTEM CONTROL SEGMENT” means the various ground-based sites, equipment and facilities used to manage and control the individual space vehicles of the SPACE SEGMENT and the communications links between the segments of the IRIDIUM SYSTEM. The SYSTEM CONTROL SEGMENT is composed of the SNOC (Satellite Network Operations Center), TTACs (Telemetry Tracking and Control Stations), MTC (Message Termination Controllers), ODN (Operational Data Network) and the OSN (Operational Support Network).

1.22.

“TERRESTRIAL WIRELESS SYSTEM(S)” means any terrestrial wireless communication system or equipment not incidental to a space-based commercial satellite communication system and any service provided using such a system or equipment. For the avoidance of doubt, TERRESTRIAL WIRELESS SYSTEM(S) specifically includes any equipment compatible with air interfaces for any of the following terrestrial wireless communication systems: IS-95 (CDMA), IS-136 (US TDMA), GSM, W-CDMA, CDMA2000 and iDen, and future generations or evolutions of such systems.

1.23.

“TERM” shall have the meaning set forth in Section 5.1.

2.

GRANTS

2.1.

License . MOTOROLA and its SUBSIDIARIES grant to NEWCO a non-exclusive, non­transferable (except as expressly provided herein), worldwide and paid-up license during the TERM:

(i)

to use the MOTOROLA INTELLECTUAL PROPERTY RIGHTS and IRIDIUM TECHNICAL INFORMATION solely (A) to OPERATE AND MAINTAIN the IRIDIUM SYSTEM and/or provide IRIDIUM SERVICES using the IRIDIUM

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SYSTEM, and (B) to the extent necessary to assure backward compatibility between IRIDIUM SUBSCRIBER EQUIPMENT and a SECOND GENERATION IRIDIUM SYSTEM, design, deploy, operate and maintain those components of a SECOND GENERATION IRIDIUM SYSTEM that are necessary to assure such backward compatibility;

(ii)

to use those MOTOROLA INTELLECTUAL PROPERTY RIGHTS that are embodied in the LBT DESIGN PACKAGE for the sole purpose of using the LBT DESIGN PACKAGE to make, have made (for NEWCO), use, offer for sale, sell, and import LICENSED LBT-BASED PRODUCTS for use solely in connection with the IRIDIUM SYSTEM; and

(iii)

subject to the confidentiality provisions herein, to reproduce, have reproduced, prepare and have prepared derivative works of documents provided hereunder as part of the IRIDIUM TECHNICAL INFORMATION.

To the extent that MOTOROLA INTELLECTUAL PROPERTY RIGHTS or IRIDIUM TECHNICAL INFORMATION comprises LICENSED SOFTWARE, and to the extent that MOTOROLA has the right to do so without cost to MOTOROLA, MOTOROLA grants to NEWCO with respect to such LICENSED SOFTWARE a nonexclusive, nontransferable (except as expressly provided herein), worldwide and paid-up license during the TERM to (i) use or have used on NEWCO’S behalf the LICENSED SOFTWARE solely for OPERATING AND MAINTAINING the IRIDIUM SYSTEM, providing the IRIDIUM SERVICES, and assuring backward compatibility between IRIDIUM SUBSCRIBER EQUIPMENT and a SECOND GENERATION IRIDIUM SYSTEM; and (ii) make one or more backup and archive copies of the LICENSED SOFTWARE in the ordinary course of business. The foregoing licenses shall not include the right to grant sublicenses.

2.2.

Customers and Distributors . The licenses in Sections 2.1 and 2.6 shall, subject to the provisions of this Agreement, further extend to NEWCO’s contractors, distributors and end-user customers, mediate and immediate, during the TERM, solely to the extent such contractors need such licenses in order, as appropriate in the context, to OPERATE AND MAINTAIN the IRIDIUM SYSTEM on behalf of NEWCO or to the extent that such distributors and customers need such licenses to provide or receive IRIDIUM SERVICES purchased, directly or indirectly, from NEWCO.

2.3.

IRIDIUM SUBSCRIBER EQUIPMENT Alternate Source Agreement . MOTOROLA agrees that in the event that MOTOROLA decides not to manufacture the IRIDIUM SUBSCRIBER EQUIPMENT, then upon NEWCO’s request MOTOROLA will negotiate in good faith a license agreement subject to commercially reasonable terms and conditions (including a reasonable royalty, not to exceed 2% of the net price at which such IRIDIUM SUBSCRIBER EQUIPMENT is sold by the DESIGNATED ALTERNATE SUPPLIER, and appropriate cross-licensing arrangements acceptable to MOTOROLA, in its reasonable judgment), with one responsible and competent alternate supplier selected by NEWCO and approved by MOTOROLA as provided below (the “DESIGNATED ALTERNATE SUPPLIER”) to use the IRIDIUM SUBSCRIBER SEGMENT TECHNOLOGY and related MOTOROLA INTELLECTUAL PROPERTY RIGHTS that MOTOROLA and the DESIGNATED ALTERNATE SUPPLIER agree are necessary to make and sell the applicable IRIDIUM SUBSCRIBER EQUIPMENT, for the sole purpose of making and selling IRIDIUM SUBSCRIBER EQUIPMENT or comparable licensed SUBSCRIBER EQUIPMENT operable on the IRIDIUM SYSTEM, for use solely in connection

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with the IRIDIUM SYSTEM. MOTOROLA will not unreasonably withhold agreement concerning any potential DESIGNATED ALTERNATE SUPPLIER presented by NEWCO provided that MOTOROLA believes that the potential DESIGNATED ALTERNATE SUPPLIER is c