Amendment No. 1 to Research & Development, Sales and Marketing Agreement between Mobile Satellite Ventures LLC and Motient Services Inc.

Summary

Mobile Satellite Ventures LLC and Motient Services Inc. have amended their existing Research & Development, Sales and Marketing Agreement, originally signed on June 29, 2000. This amendment updates certain definitions and clarifies that the agreement will automatically terminate upon the closing of a related Asset Sale Agreement. The amendment also ties its own validity to the duration of a separate January 2001 Investment Agreement. All other terms of the original agreement remain unchanged.

EX-10.43A 14 0014.txt AMENDMENT TO R&D AGREEMENT AMENDMENT NO. 1 TO RESEARCH & DEVELOPMENT, SALES AND MARKETING AGREEMENT THIS AMENDMENT NO. 1 TO RESEARCH & DEVELOPMENT, SALES AND MARKETING AGREEMENT (this "Amendment") is entered into as of January 8, 2001 by and between Mobile Satellite Ventures LLC, a Delaware limited liability company ("Newco"), and Motient Services Inc., a Delaware corporation ("Motient Services"). WHEREAS, the parties entered into a Research & Development, Marketing and Service Agreement on June 29, 2000 (the "R&D Agreement"), pursuant to which Newco purchased from Motient Services access and use of the Satellite Network for research, development and testing purposes; and WHEREAS, the parties desire to amend the R&D Agreement as more fully described herein to reflect the January 2001 Investment Agreement dated as of January 8, 2001 among the Newco, Motient Services and the other parties named therein (the "January Investment Agreement"). NOW THEREFORE in consideration of the mutual covenants and agreements set forth below, the parties, intending to be legally bound, hereby amend the R&D Agreement as follows. 1. Amendments to R&D Agreement. The R&D Agreement is hereby amended as follows: (a) The definition of "Asset Purchase Agreement" in Section 1.1 of the R&D Agreement is hereby deleted in its entirety and replaced with the following: "Asset Sale Agreement" means that certain Amended and Restated Asset Sale Agreement between Newco and Motient Services dated January 8, 2001. (b) The definition of "Investment Agreement" in Section 1.1 of the R&D Agreement is hereby deleted in its entirety and replaced with the following: "Investment Agreement" means that certain January 2001 Investment Agreement among the Investors, Newco, Motient Corporation and the other parties named therein dated January 8, 2001. (c) Section 11.3 of the R&D Agreement is hereby deleted in its entirety and replaced with the following: 11.3 Termination on Closing of Asset Sale Agreement. This Agreement shall automatically terminate upon the Closing (as defined in the Asset Sale Agreement). (c) Section 11.4 of the R&D Agreement is hereby deleted in its entirety and replaced with the following: 11.4 [Intentionally Deleted]. 2. Miscellaneous. Capitalized terms used herein and not defined herein shall have the meaning ascribed to them in the R&D Agreement. All other terms and provisions of the R&D Agreement shall continue in full force and effect and unchanged and are hereby confirmed in all respects. This Amendment shall terminate upon the termination of the January Investment Agreement and all of the terms of the R&D Agreement shall continue in full force and effect (without giving effect to this Amendment). This Amendment may be executed in any number of counterparts which, taken together, shall constitute a single, binding instrument. This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its principles of conflicts of law that would give effect to the application of the law of another jurisdiction. IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment, or have caused this Amendment to be duly executed on their behalf, as of the day and year first above written. MOBILE SATELLITE VENTURES LLC By:/s/Gary M. Parsons ----------------------------------- Gary M. Parsons Chairman MOTIENT SERVICES INC. By:/s/Gary M. Parsons ----------------------------------- Gary M. Parsons Chairman