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Exhibit 10.5
ORBVIEW-2 LICENSE AGREEMENT
THIS ORBVIEW-2 LICENSE AGREEMENT (this "Agreement") is entered into
this ____ day of May, 1997, between ORBITAL SCIENCES CORPORATION, a Delaware
corporation ("Orbital"), and ORBITAL IMAGING CORPORATION, a Delaware corporation
("ORBIMAGE" or "Licensee").
WHEREAS, Orbital is constructing, and intends to launch and initially
operate a satellite ocean and land surface environmental monitoring system (the
"OrbView-2 System") to gather and transmit ocean color and land surface
environmental monitoring data (the "OrbView-2 Data"); and
WHEREAS, Orbital and Licensee desire to enter into this Agreement
pursuant to which (i) Orbital will grant to Licensee the right to promote,
market and sell to customers OrbView-2 Data and products that are derived from,
based on or use the OrbView-2 Data as described in Attachment A hereto, subject
to the terms and conditions provided herein and (ii) Orbital will transfer to
ORBIMAGE certain logos, trademarks, service marks and names.
NOW THEREFORE, in consideration of the agreements and covenants
contained herein, the parties hereto agree as follows.
SECTION 1 - GRANT OF LICENSE AND TRANSFER OF MARKS
1.1 In accordance with the terms and conditions set forth in this
Agreement, Orbital grants to Licensee and its Affiliates an exclusive worldwide
License (the "License") to promote, market, sell, receive and use OrbView-2 Data
received from the OrbView-2 satellite in any form, including derivatives
thereof, for commercial and operational purposes, including, without limitation,
the right to authorize other persons to promote, market and sell the OrbView-2
Data, provided that Licensee shall remain liable for its obligations hereunder.
Notwithstanding anything herein to the contrary, the grant and terms and
conditions of the License are subject to all rights of the National Aeronautics
and Space Administration ("NASA") pursuant to that certain agreement between
NASA and Orbital dated March 29, 1991, as it may be modified from time to time
(the "NASA Agreement"), including but not limited to Section I.9 thereof.
1.2 Orbital hereby grants and conveys to ORBIMAGE all logos,
trademarks, service marks and names listed on Attachment B hereto (the "ORBIMAGE
Marks").
1.3 Orbital also hereby grants to the Licensee (including for purposes
of this Section 1.3 its wholly owned subsidiaries) a nonexclusive license to use
the tradename and trademark "Orbital" (the "Orbital Xxxx") solely (i) as an
integral part of the Licensee's corporate name, and (ii) as an integral part of
the trademark and tradename "Orbital Imaging Corporation" (the "Licensee's
Name"); provided, however, that (a) the Licensee shall not have the right to
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sublicense the Orbital Xxxx without the express prior written permission of
Orbital, and (b) the Licensee shall use the Orbital Xxxx only in the Licensee's
Name exactly as the Licensee's Name appears in clause (ii) above, and not in any
other similar or derivative xxxx without prior written permission of Orbital.
The Licensee expressly acknowledges that all right, title and interest in the
Orbital Xxxx, and the related goodwill, are the property of Orbital. The
Licensee shall not at any time acquire or claim any title to the Orbital Xxxx
adverse to Orbital by virtue of the license granted to the Licensee, or through
the Licensee's use of the Orbital Xxxx.
1.4 Orbital acknowledges that all copyrights, and other proprietary and
intellectual property rights relating to or based on the OrbView-2 Data, shall
be the sole and exclusive property of ORBIMAGE, subject to the NASA Agreement
and the Department of Commerce ("DoC") remote sensing License and the License
granted herein.
SECTION 2 - DUTIES OF ORBITAL
2.1 Orbital shall finish construction of, and shall use good faith
efforts to launch, the OrbView-2 satellite in accordance with the NASA Agreement
unless it is unable to do so because NASA exercises its rights under Section I.9
(c)(1)(ii) of the NASA Agreement (a "NASA Default"). If a NASA Default occurs,
then Orbital shall refund to ORBIMAGE the amount equal to $62,743,000 minus the
total revenues received by Orbital under the NASA Agreement and assigned and
paid to ORBIMAGE as of such date ($35,000,000 on the date hereof).
2.2 Following the launch of the OrbView-2 satellite, Orbital shall be
responsible for commissioning the OrbView-2 satellite and performing on-orbit
checkout of such satellite through Launch Success as defined in Section B.4 of
the NASA Agreement.
2.3. Orbital shall use commercially reasonable efforts to obtain and
maintain all material Licenses, consents, approvals or authorizations of and
declarations or filings ("Regulatory Licenses") with any United States
governmental authority required to be obtained or maintained by Orbital in order
to perform its obligations under this Agreement and to permit the launch and
operation of the OrbView-2 System. Orbital represents and warrants that (a) it
is in sole control of the Federal Communications Commission ("FCC") Licenses
granted to Orbital with respect to the OrbView-2 System effective January 1,
1997 and (b) it is the Licensee designated by the DoC to operate the OrbView-2
remote sensing satellite system. So long as the OrbView-2 System is operational,
as determined by ORBIMAGE, Orbital shall not, without the express written
consent of ORBIMAGE, which in the case of clause (a) shall not be unreasonably
withheld, (a) amend, or modify, or (b) cancel or surrender, any of said
Regulatory Licenses and shall prior to the expiration of any such Regulatory
License extend or renew same. Each party covenants and agrees that if and to the
extent any modifications or amendments are reasonably requested by the other
party with respect to such Regulatory Licenses, they shall cooperate with each
other in connection therewith.
2.4 Orbital hereby assigns to Licensee all amounts due or to become due
under the NASA Agreement and further agrees to use all commercially reasonable
efforts to cause any and all such amounts to be collected from NASA, as and when
due.
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2.5 Orbital agrees to maintain in full force and effect the NASA
Agreement and shall not, without the express written consent of ORBIMAGE, which
in the case of clause (a) shall not be unreasonably withheld, (a) amend, or
modify, or (b) terminate, the NASA Agreement and shall not assign the NASA
Agreement to any Person. Upon the request of ORBIMAGE, Orbital shall use
commercially reasonably efforts to have the NASA Agreement assigned to ORBIMAGE,
provided that ORBIMAGE shall have the Regulatory Licenses necessary to perform
its obligations as an assignee under the NASA Agreement, and provided further
that ORBIMAGE shall indemnify Orbital for any and all costs and expenses or
damages arising under the NASA Agreement following the assignment. Orbital
acknowledges and agrees that any and all costs and expenses or damages payable
to NASA arising from or in connection with a breach under the NASA Agreement
relating to the design, development, construction and systems integration of the
OrbView-2 satellite shall be the obligation of Orbital.
SECTION 3 - DUTIES OF LICENSEE
3.1 Upon completion of on-orbit check-out pursuant to Section 2.2
above, Licensee shall manage and operate the OrbView-2 System, including the
performance of tracking, telemetry and control functions with respect to the
OrbView-2 satellite, all in accordance with the NASA Agreement.
3.2 So long as Orbital holds the Licenses referred to in Section 2.3
above, in the event Orbital is notified by the FCC or DoC of a violation of the
applicable License or related rules or regulations or has a reasonable basis to
believe based on discussions with outside counsel that such a violation may be
occurring, Orbital shall have the right to order the discontinuance or
modification of operations causing such violations and in the event ORBIMAGE
fails to cure same within a reasonable period given the nature of the violation,
the right to access to all facilities, sites and equipment used in the operation
of the OrbView-2 System. ORBIMAGE shall assist Orbital in complying with all
applicable Federal, state and local rules and regulations and License
requirements regarding the operation of the OrbView-2 System including all FCC
and DoC requirements.
3.3 Licensee agrees to provide Orbital reasonable access to its records
and facilities at no cost to Orbital for the purposes of monitoring compliance
with Licensee's obligations under this Agreement.
3.4 Licensee shall comply in all material respects with all applicable
United States and foreign laws, rules and regulations of any federal, state,
provincial or local governmental authority in the performance of its obligations
hereunder.
3.5 Licensee shall obtain and maintain all material Regulatory Licenses
with any United States or foreign governmental authority required to be obtained
or maintained by Licensee in order to perform its obligations under Section 3.1
of this Agreement and required by any such authority to be obtained by Licensee
in connection therewith. Licensee shall defend any actions brought by NASA
pursuant to the NASA Agreement and any actions relating to the FCC and DoC
Licenses to the extent they arise out of Licensee's operation of the OrbView-2
Satellite.
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3.6 Licensee will pay all federal, state, local and other taxes,
foreign and domestic, including but not limited to sales, use, gross receipts,
and excise taxes and withholding, that arise from the performance of its duties
under this Agreement. The License Fee does not include any federal, state or
local sales, use or excise taxes which shall be the responsibility of Licensee,
if any. Orbital shall pay any U.S. or foreign federal, state or local income
taxes in connection with the License Fee.
SECTION 4 - LICENSE FEE
In consideration of the grant of the License hereunder and the other
obligations of Orbital set forth herein, Licensee shall pay to Orbital a License
fee (the "License Fee") of US $62,743,000 as contemplated under, and which shall
be payable in accordance with, the Procurement Agreement between Orbital and
ORBIMAGE dated November 18, 1996, as amended (the "ORBIMAGE Procurement
Agreement").
SECTION 5 - TERM OF LICENSE
5.1 The term of the License shall commence on the date hereof and
continue until (a) the date upon which the OrbView-2 satellite shall have
permanently and irrevocably failed such that the OrbView-2 satellite is
incapable of making OrbView-2 Data available for use by Licensee, as determined
by ORBIMAGE in its sole discretion or (b) the NASA Agreement has been assigned
to ORBIMAGE.
5.2 (a) Each of Orbital and Licensee may give the other party written
notice that such other party is in default in the observance or performance of
any of its obligations hereunder. If such default remains uncured for ninety
(90) days after the receipt of written notice of default, except that for so
long as the NASA Agreement is in effect, the cure period for a breach of Section
3.1 shall be ten (10) days or such other period as may be specified in the NASA
Agreement, in addition to any rights and remedies otherwise available at law and
except as otherwise limited in this Agreement (i) in the case of a breach by
Orbital, Licensee shall have the right to terminate this Agreement and (ii) in
the case of a breach by ORBIMAGE, then Orbital shall have the right to access to
the Satellite Operations and Control Center and the Remote Tracking Station so
as to enable Orbital to operate the OrbView-2 Satellite in accordance with the
NASA Agreement, provided, however, that ORBIMAGE shall reimburse Orbital for the
performance of such mission operations pursuant to the Amended and Restated
ORBIMAGE Services Agreement dated May ___, 1997, and Orbital shall have no
further obligations to ORBIMAGE under this Agreement except that the License and
the license granted pursuant to Section 1.3 hereof shall remain in effect.
Notwithstanding the foregoing, and except in the case of ORBIMAGE's default
under Section 3.1 above, if the default is susceptible to cure but cannot with
due diligence be wholly cured within ninety (90) days following the notice of
default and the defaulting party has made diligent efforts to cure such default
within such period and thereafter diligently pursues the curing of such default,
no remedies shall be exercisable under this Agreement during the period of such
cure efforts.
(b) Each of Orbital and Licensee may terminate this Agreement
without notice to the other party if such other party becomes insolvent, admits
in writing its inability to pay its
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debts as they become due, makes a general assignment for the benefit of
creditors, suffers or permits the appointment of a receiver for its business or
assets, initiates or becomes subject to any proceeding under any bankruptcy,
insolvency or similar law, whether domestic or foreign, or in the case of an
involuntary petition, if such petition has not been dismissed within 60 days, or
has liquidated or wound up, voluntarily or otherwise (but not in the case of a
liquidation of Orbital into an affiliate).
SECTION 6 - REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION
6.1 Orbital represents and warrants that (a) it has full right and
authority to enter into this Agreement and to perform its obligations hereunder,
(b) it has all Licenses, permits and other authorizations from any agency or
department of the United States government necessary for Orbital to perform its
obligations under this Agreement, and to permit the launch and operation of the
OrbView-2 System, and (c) Orbital's operation of the OrbView-2 System under the
NASA Agreement will not violate any United States copyright, trade secret,
trademark, patent rights or other intellectual property rights of any third
party in the United States, which Orbital represents is the only jurisdiction in
which services are to be delivered by Orbital under the NASA Agreement.
6.2 Orbital has developed and substantially completed construction of
the OrbView-2 satellite, which is undergoing final testing. Orbital is in
compliance with the NASA Agreement and is aware of no event that has occurred
that would give rise to a default under the NASA Agreement.
6.3 Subject to the limitations set forth in Sections 10.3 and 10.4 of
the ORBIMAGE Procurement Agreement with respect to the representation and
warranty set forth in Section 6.1, clause (c) above, Orbital agrees to indemnify
and hold harmless Licensee and its officers, directors, employees, agents and
representatives against all claims, demands or liabilities (including reasonable
attorneys fees) of third parties arising out of or in connection with Orbital's
breach of any representations, warranties, covenants or agreements contained
herein. This indemnification obligation shall survive the expiration or
termination of this Agreement.
6.3 Licensee represents and warrants that it (a) has full right and
authority to enter into this Agreement and to perform its obligations hereunder
(b) it shall have all Licenses, permits and other authorizations from any United
States or foreign government agency or department necessary for Licensee to
perform its obligations under this Agreement, and (c) Licensee's use of the
OrbView-2 Data shall not violate any United States copyright, trade secret,
trademark, patent rights or other intellectual property rights of any third
party.
6.4 Licensee agrees to indemnify and hold harmless Orbital, and its
officers, directors, employees, agents and representatives against all claims,
demands or liabilities (including reasonable attorneys' fees) of third parties
arising from or in connection with Licensee's breach of any representations,
warranties, covenants or agreements contained herein. This indemnification
obligation shall survive the expiration or termination of this Agreement.
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SECTION 7 - DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
7.1 Each of the parties acknowledges and understands that (a) the
OrbView-2 System is a new, untested system that entails a high degree of risk of
(i) delay in or cancellation of deployment and (ii) launch vehicle, satellite
and other equipment or software failure or impaired performance, and there can
be no assurance that the OrbView-2 System will be an economically viable system
even if successfully deployed, or that OrbView-2 satellite will be capable of
performing in accordance with the NASA Agreement or delivering any data
whatsoever, and (b) there may be defects or inaccuracies in the OrbView-2 Data
that may be incompatible with Licensee's hardware, software or business. Each
party shall bear all responsibility, risk and cost associated with developing
and maintaining its respective business, and except as provided in Section 2.1
above, Orbital shall not be liable to Licensee or any of its agents or customers
for costs or damages caused by any schedule delays, launch failure, failure of
the OrbView-2 Satellite or any component thereof, defects or inaccuracies in the
OrbView-2 Satellite or OrbView-2 Data or incompatibility of the OrbView-2 Data
with Licensee's hardware, software, data or business.
7.2 NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO
EVENT SHALL ORBITAL OR LICENSEE BE LIABLE TO EACH OTHER UNDER THIS AGREEMENT FOR
ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY
HAD OR SHOULD HAVE HAD KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES.
7.3 ORBITAL HAS NOT AND SHALL NOT BE DEEMED TO HAVE MADE ANY
REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE ORBVIEW-2
SATELLITE, THE ORBVIEW-2 SYSTEM, THE ORBVIEW-2 DATA, OR ANY SERVICES TO BE
PROVIDED UNDER THIS AGREEMENT. ORBITAL EXPRESSLY DISCLAIMS AND LICENSEE HEREBY
EXPRESSLY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND
LIABILITIES OF ORBITAL AND RIGHTS, CLAIMS AND REMEDIES OF LICENSEE AGAINST
ORBITAL, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY
FAILURE, NONCONFORMANCE OR DEFECT IN THE ORBVIEW-2 SYSTEM, THE ORBVIEW-2 DATA,
OR ANY SERVICES TO BE PROVIDED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED
TO: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE; (b) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF
DEALING OR USAGE OF TRADE; (c) ANY WARRANTIES AS TO THE ACCURACY, AVAILABILITY
OR CONTENT OF THE ORBVIEW-2 DATA OR ANY SERVICES PROVIDED BY OR THROUGH ORBITAL
UNDER THIS AGREEMENT; (iv) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY
UNDER ANY TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER EQUITABLE THEORY; AND (v)
ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF USE, REVENUE OR
PROFIT OF LICENSEE OR FOR ANY OTHER INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, BUT NOT
LIMITED TO, STATEMENTS REGARDING CAPACITY
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OR SUITABILITY FOR USE, THAT IS NOT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED
TO BE A WARRANTY BY ORBITAL.
7.4 Licensee and Orbital each acknowledge that the other shall perform
its obligations under this Agreement on a good faith efforts basis and that
service failures and interruptions may occur and are difficult to assess as to
cause or resulting damages. Licensee and Orbital agree that neither party shall
be liable to the other or any of their agents or customers for any liability for
damages caused or allegedly caused by any failure of performance, error,
omission, interruption, deletion, defect, delay in operation or transmission,
communications line failure, theft or destruction or unauthorized access to,
alteration of, or use of records, whether for breach of contract, tortious
behavior, negligence, or under any other cause of action.
SECTION 8 - DISPUTE RESOLUTION
8.1 Any controversy or claim in respect of this Agreement or the
performance hereunder by any party hereto shall be settled by final and binding
arbitration administered by the American Arbitration Association ("AAA") under
its Commercial Arbitration Rules. In the event that more than one claim or
controversy arises under this Agreement, such claims or controversies may be
consolidated in a single arbitral proceeding. Such arbitration shall take place
in Washington, D.C. before a panel of three (3) neutral arbitrators selected
pursuant to such Rules. The arbitrators' award shall include an allocation of
arbitration fees, expenses and compensation, and may include an award to the
prevailing party of its attorneys' fees, costs and expenses in connection with
the arbitration. A judgment on the award rendered by the arbitrators may be
entered in and enforced by any court having jurisdiction thereof, each party
hereby consenting to the jurisdiction of such court over it and waiving, to the
fullest extent permitted by law, any defense or objection relating to in
personam jurisdiction, subject matter jurisdiction, venue or convenience of the
forum. All matters arising in any action to enforce an arbitral award shall be
determined in accordance with the law and practice of the forum court.
8.2 The existence of any dispute between the parties, whether the same
is the subject of an arbitration proceeding or not, shall not relieve the
parties of their obligations under this Agreement.
SECTION 9 - ASSIGNMENT
Neither party shall assign its rights or obligations hereunder without
the prior written consent of the other party.
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SECTION 10 - MISCELLANEOUS
10.1 All notices, requests and other communications to any party
hereunder shall be in writing (including any facsimile transmission or similar
writing), and shall be sent either by telecopy, by reputable overnight courier
or delivered in person addressed as follows:
(a) If to Orbital, to it at:
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: General Counsel
(b) If to Licensee, to it at:
ORBITAL IMAGING CORPORATION
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxx Xxx
with a copy to General Counsel
or to such other persons or addresses as any party may designate by written
notice to any other. Each such notice, request or other communication shall be
effective (a) if given by telecopy, when such telecopy is transmitted and the
appropriate answerback is received, (b) if given by reputable overnight courier,
on one (1) business day after being delivered or (c) if given by any other
means, when received at the address specified in this Section.
10.2 This Agreement shall be binding upon the parties, their successors
and permitted assigns.
10.3 This Agreement and all attachments (which are hereby made part of
this Agreement) contain the entire understanding among Licensee and Orbital and
supersede all prior written and oral understandings relating to the subject
hereof. No representations, agreements, modifications or understandings not
contained herein shall be valid or effective unless agreed to in writing and
signed by both parties. Any modification or amendment of this Agreement must be
in writing and signed by both parties.
10.4 The construction, interpretation and performance of this
Agreement, as well as the legal relations of the parties arising hereunder,
shall be governed by and construed in accordance with the laws of the
Commonwealth of Virginia, without giving effect to the conflict or choice of law
provisions hereof. Licensee consents to the personal jurisdiction of any state
or federal court located in Virginia in any action arising under this Agreement
and agree that actions arising under this Agreement may be brought in such
jurisdiction. Licensee agrees that service of process may be made upon Licensee
in any such action in the same manner in which notice may
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be given pursuant to this Agreement. No party may bring any action for a claim
under this Agreement later than one (1) year after the termination of this
Agreement; provided that claims under any provision of this Agreement that
survives termination of this Agreement may be brought within one (1) year of the
later of the occurrence of the event giving rise to the claim and actual
knowledge thereof by the party asserting such claim.
10.5 It is understood and agreed that no failure or delay by either
Orbital or Licensee in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise thereof, or the exercise of any other
right, power or privilege hereunder. No waiver of any terms or conditions of
this Agreement shall be deemed to be a waiver of any subsequent breach of any
term or condition. All waivers must be in writing and signed by the party sought
to be bound.
10.6 If any part of this Agreement shall be held unenforceable, the
remainder of this Agreement will nevertheless remain in full force and effect,
unless such unenforceability impairs the fundamental purpose or expectations of
the parties hereto.
10.7 Headings in this Agreement are included for convenience of
reference only and shall not constitute a part of this Agreement for any other
purpose.
10.8 Licensee and Orbital are independent contractors to one another,
and with respect to this Agreement, no party has the authority to bind any other
in any way or to any third party, and nothing in this Agreement shall be
construed as granting any party the right or authority to act as a
representative, agent, employee or joint venturer of any other.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
ORBITAL SCIENCES CORPORATION
By:
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
ORBITAL IMAGING CORPORATION
By:
---------------------------------
Name: Xxxxxxx X. Xxx
Title: President
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ATTACHMENT A
Description of the OrbView-2 System
The OrbView-2 System is composed of the OrbView-2 satellite
with the SeaWiFS sensor, the OrbView-2 ground station for command and control
and multiple Licensed receiving stations. The OrbView-2 satellite, a privately
owned remote servicing satellite, will collect and transmit images in eight
spectral bands that are defined by NASA. The collection of data will generally
occur between +/-70 of solar zenith with sensor pointing specified by NASA to
avoid sun glint.
The OrbView-2 satellite will transmit the encrypted local area
coverage ("LAC") data in real time when Licensed receiving stations are within
view of the OrbView-2 satellite. The OrbView-2 satellite may store and provide
global area coverage ("GAC") data for transmission to Xxxxxxx Space Flight
Center every twelve (12) hours. The GAC data are obtained by selecting every
fourth pixel on every fourth line of the LAC data.
The data comprises eight spectral bands defined by NASA to
measure phytoplankton and chlorophyll concentrations on the ocean's surface. The
eight spectral bands are: 402-422, 433-453, 480-500, 500-520, 545-565, 660-680,
745-785 and 845-885 nm.
The LAC pixel size is 1.6 mrad (about 1.13 km at nadir). Data
are collected from +/-58.3 of nadir for LAC data and +/-45 of nadir for GAC
data.
The LAC data are transmitted at 1,702.5 MHZ in an HRPT-like
format with a data rate of 665.4 kbps. The video portion of the data are
encrypted, and the key is changed every two weeks.
In the event Orbital obtains any rights or interests to GAC
data, such data shall be included in the License.
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Attachment B
XXXX TYPE OF XXXX COUNTRY STATUS
---- ------------ ------- ------
Eyeglass sm Australia Registered
N/A Canada Allowed
sm France Registered
sm Italy Pending
sm Japan Pending
sm Saudi Arabia Registered
sm South Africa Abandoned
tm Taiwan Registered
sm United Kingdom Registered
sm United States Allowed
Orbimage sm South Korea Pending
sm Philippines Pending
sm Saudi Arabia Pending
sm United States Registered
Orbimage Int'l Global
Imaging sm South Korea Pending
sm Philippines Pending
tm Saudi Arabia Pending
sm United States Allowed
OrbNet sm United States Allowed
OrbView sm South Korea Pending
tm Philippines Pending
tm Saudi Arabia Published
tm United States Allowed
sm United States Pending
SeaStar sm United States
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