Exhibit 10.8
Pursuant to 17 CFR 240.24-b,
confidential information has been omitted in
places marked “[***]”
and has been filed separately with the Securities
and
Exchange Commission pursuant to a
Confidential Treatment Application
filed with the
Commission
AMENDMENT NO. 3
(HUGHES)
THIS AMENDMENT NO. 3
(“Amendment”) to the MASTER DEVELOPMENT AND
LICENSING AGREEMENT between TerreStar Networks Inc.
(“TerreStar”) and Elektrobit, Inc.
(“Elektrobit”), dated August 10, 2007, as amended
(the “Agreement”), is made this
th day of March, 2009 (“Effective
Date”) by and between TerreStar and Elektrobit (collectively,
the “Parties”). Capitalized terms that are not
otherwise defined in this Amendment have the meaning defined in the
Agreement.
BACKGROUND
A. TerreStar has entered into a
Contract for the Design, Development and Supply of Satellite Base
Station Subsystem with Hughes Network Systems, LLC (“
Hughes ”) dated February 6, 2007 as amended on
April 13, 2007 (“ Satellite Chipset Agreement
”) under which Hughes has granted a license to TerreStar for
the use of intellectual property related to the satellite chipset
to be developed by Hughes under the Satellite Chipset Agreement
including the right to provide sublicenses to TerreStar’s
third party contractors.
B. The Parties desire to modify the
Agreement to provide Elektrobit with a license to use the Hughes
intellectual property for purposes of development of the Reference
Phone.
AGREEMENT
1. Capitalized terms not otherwise
defined in this Amendment have the meaning defined in the
Agreement.
2. TerreStar hereby grants to
Elektrobit, and Elektrobit hereby accepts, a limited, worldwide,
royalty-free, and fully paid up, non-exclusive, non-transferable in
whole or in part, non-assignable right and license to use the
Hughes Satellite Chipset for the sole purpose of designing,
developing, manufacturing prototypes and testing the Reference
Phone in fulfillment of Elektrobit’s obligations under the
Agreement. The “Hughes Satellite Chipset” means the
chips and associated software, in object code format only, and
other intellectual property owned or licensed by Hughes (including
but not limited to [***])
