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Exhibit 10.11
AIRAWARE ACKNOWLEDGMENT
This AirAware Acknowledgment (this "Acknowledgment") is made as of
March 30, 1998, by and between Aironet Wireless Communications, Inc., a Delaware
corporation ("Aironet"), and Telxon Corporation, a Delaware corporation
("Telxon").
BACKGROUND
WHEREAS, Telxon is the majority stockholder of Aironet;
WHEREAS, Telxon is the owner of all right, title and interest in, to
and under a family of products that it commonly refers to as "AirAware," and
which is more fully described in EXHIBIT A attached hereto; and
WHEREAS, Aironet is selling shares of its common stock in a private
placement (the "Offering"), and prior to the Offering Telxon and Aironet each
desires to enter into this Acknowledgment.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises and the
agreements made herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. ACKNOWLEDGMENT. Aironet hereby acknowledges that it has no right,
title or interest in, to or under AirAware, including, without limitation, any
patent rights, copyrights, mask work rights, trademark rights, trade secret
rights, or any other proprietary rights embodied in any of the tangible or
intangible products that comprise AirAware.
2. GOVERNING LAW; JURISDICTION. This Acknowledgment shall be construed
under and governed by the laws of the State of Ohio, without regard to conflict
or choice of law statutes, regulations, rules or principles. Any action relating
to the execution or performance of this Acknowledgment shall be brought in the
courts, state or federal, sitting in Summit County, Ohio, and each party hereto
consents to the jurisdiction and venue of such courts, and agrees not to contest
venue on the grounds of forum non conveniens or otherwise.
3. PRIOR AGREEMENTS SUPERSEDED. This Acknowledgment supersedes all
prior and contemporaneous understandings and agreements, written or oral,
between the parties relating to the subject matter hereof.
4. EXECUTION IN COUNTERPARTS. This Acknowledgment may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same document. An executed
faxed counterpart of this Acknowledgment shall be binding on the parties and for
evidentiary purposes, shall be deemed to be an original.
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5. AMENDMENTS; WAIVERS. Amendments to and waivers of any term of this
Acknowledgment must be in writing and executed by both parties hereto.
6. ASSIGNABILITY. This Agreement is binding upon and shall inure to the
benefit of the parties and their respective successors and assigns.
IN WITNESS WHEREOF, each party has caused this Acknowledgment to be
executed by its duly authorized representative as of the date first set forth at
the beginning hereof.
Aironet Wireless Communications, Inc.
By: /s/ Roger J. Murphy
-----------------------------------------------
Roger J. Murphy, President
and Chief Executive Officer
Telxon Corporation
By: /s/ Kenneth W. Haver
-----------------------------------------------
Kenneth W. Haver, Senior Vice President and
Chief Financial Officer
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EXHIBIT A
TO
AIRAWARE ACKNOWLEDGMENT
Telxon's AirAware(TM) family of wireless communication software products is
generally described in the attached November 4, 1997 Telxon News Release. Also
attached, as examples of some of the products included in the AirAware family,
are data sheets for AirVU(TM) TRIPS, AirVU TN3270, AirVU TN5250 and AirVU ANSI
VT-220.
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[TELXON LOGO]
- --------------------------------------------------------------------------------
NEWS RELEASE
FOR IMMEDIATE RELEASE
TELXON INTRODUCES NEW FAMILY
OF WIRELESS COMMUNICATIONS SOFTWARE
NOVEMBER 4, 1997 - - CHICAGO, ILLINOIS - - A dynamic new wireless
communication software product line called AirAware(TM), was introduced at
Scan-Tech 97 by Telxon Corporation, a world leader in wireless and mobile
computing technologies.
Designed to provide the framework for streamlining the movement of data
in the rapidly expanding world of mobile information, the AirAware software
family is the first to provide users with options in system architecture. One
AirAware module, the AirVu(TM) product line, utilizes open system standards to
enable direct connection of mobile clients to the enterprise. Another module,
AirGate(TM), uses an application server as the gateway to the enterprise and is
based on contemporary three tier client-server architecture. The AirGate server
software is available for UNIX(R), Windowsr NT(TM), HP-UX, AIX, AS/400 and Sun
Solaris(R) platforms and can support up to 1,000 clients.
The third currently available module is the innovative AirBeam(TM) for
software distribution and version control. AirBeam allows the dynamic
configuration of mobile computers and application loading from the server.
Additional AirAware modules currently under development include AirVision(TM),
for SNMP based network management, and AirXon(TM), for remote diagnostics and
administrative services.
"AirAware is the mobile systems software for the next millennium," said
Dave Loadman, chief technical officer for Telxon Corporation. "It allows for
seamless and transparent mobile connectivity to existing applications without
requiring extensive modifications to those applications."
"In operation", Loadman said, "the AirGate application server is
inserted between multiple data sources on the enterprise network and the client,
who communicates only with the server. The server then interacts with the
enterprise systems on behalf of the mobile client and the majority of the
message traffic occurs over a high speed
Telxon Corporation/Corporate Communications Department
3330 West Market Street/P.O. Box 5582/Akron, Ohio 44334-0582/800-800-8001/
Fax (330) 664-2058
5
enterprise network, instead of the slower or more costly mobile connection.
Communication traffic is thus optimized for maximum RF performance.
Loadman said the AirAware family of mobile information system software
was designed to minimize the customer's total cost of RF system ownership.
"With AirGate the requirements for mobile information processing
capabilities are minimized, reducing mobile computing hardware costs," Loadman
explained. "The useful life of mobile devices is also extended. Any expansion of
memory and CPU capabilities needed to support evolving applications can be
isolated to the server.
"With AirBeam, the software maintenance and distribution is also
greatly simplified," Loadman said, "because software revisions need only be
distributed to the server, and AirBeam will automatically handle any required
distribution and upgrades to the mobile clients."
The launching of AirAware represents the evolution of Telxon's
innovative Gateway Connectivity Systems(TM) software to the open server
environment. Planned future enhancements will support wide area network, remote
and batch communications.
"The bottom line for AirAware is that it reduces the total cost of
ownership and minimizes the risk of obsolescence," Loadman said.
Designed to be used today, AirAware is also Year 2000 compliant.
Telxon Corporation is a leading global designer and manufacturer of
wireless and mobile information systems for vertical markets. The company
integrates advanced mobile computing and wireless data communication technology
with a wide array of peripherals, application specific software and global
customer service for its customers in more than 60 countries around the world.
Telxon's World Wide Web site address is: www.telxon.com.
###
For more information:
Stew Skomra
Director, Product Marketing
Telxon Corporation
(281) 297-1870
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[AIR WARE LOGO]
AIRVU(TM) TRIPS
TELXON RF INTERACTIVE
PROMPTING SYSTEM SOFTWARE
FOR MOBILE COMPUTERS
OVERVIEW PRODUCT POSITIONING RUNS AS AN APPLICATION
AirVU TRIPS (Telxon RF Interactive AirVU TRIPS is an ideal solution for: The AirVU TRIPS interpreter runs as
Prompting System ), a member of - Expanding wireless mobile an application on the mobile computer
Telxon's AirAware(TM) family of connectivi- computer functionality beyond and allows access to additional appli-
ty solutions for mobile computers, pro- basic emulation without requiring cations and functionality beyond emu-
vides quick, easy solutions for cus- development of custom mobile lation if desired.
tomers who want to build basic wire- computer resident code
less handheld access into their applica- - Providing TRIPS functionality over a YEAR 2000 COMPLIANT
tions without developing custom TCP/IP connection As with all members of the AirAware
handheld resident applications. software family. AirVU TRIPS is fully
year 2000 compliant.
AirVU TRIPS utilizes the industry KEY FEATURES
standard TCP/IP (Transmission Control AirVU TRIPS provides full TRIPS capa-
Protocol/Internet Protocol) to commu- bilities for Telnet sessions with host ADDITIONAL FEATURES
nicate to host systems connected to an computer (TN server) applications. - Supports 2.4GHz or 900MHz
Ethernet(TM) or Token Ring LAN. Direct Sequence, and 2.4 GHz
Frequency Hopping radios
The TRIPS system is based upon a OPEN SYSTEM CONNECTIVITY
set of commands sent from the host Wireless connectivity to the LAN is - Supports multiple mobile computer
system to the mobile computer for implemented through access points. screen sizes
execution. These commands tell the Each AirVU mobile computer has a - Local data validation commands
mobile computer to perform data pro- unique Internet Protocol (IP) address. - Programmable function keys
cessing functions (such as display mes- Data transmits over the wireless link to - Local printer (serial port) control
sages) or accept input through the the access point encapsulated in stan-
keyboard or barcode scanner. The dard TCP/IP frames. The access point SUPPORTED ENVIRONMENTS
commands execute locally on the acts as a wireless hub, and passively AirVU TRIPS supports the following
mobile computer, and responses are transfers messages between the wire- Telxon MS-DOS(R) spread spectrum RF
sent to the host system for interpreta- less network and wired LAN for mobile computers:
tion and appropriate action. exchange with a Telnet session on a - PTC-8601M
These commands are sent for LAN connected host system. Each - PTC-960RL
immediate execution or for storage wireless mobile computer in the sys- - PTC-960SL
and later execution upon demand. tem appears as a computer node on - PTC-960X
Stored commands are grouped together the LAN. These units require 256KB applica-
to create stored routines. Using this tion ROM and 1 MB RAM.
approach. RF applications allow the BARCODE INPUT ON DATA FIELDS
mobile computer to execute in batch - Provides automatic support of AirVU TRIPS requires the AirGO(TM)
mode and report results immediately barcode input on any field Kernal software in these devices and
upon completion of the activity. - Supports multiple types of scanning utilizes the TCP/IP kernel software
This allows for development of devices licensed from PTP Software. Inc.
powerful and dynamic applications - Supports all popular barcodes: included in the AirGO kernal.
unencumbered by terminal emulation U.P.C., EAN Code 11, 2 of 5,
limitations without developing custom Plessey, Code 39, Interleaved
mobile computer applications. So, 2 of 5, Codabar, Code 128, Code 93
although the mobile computer acts as - Autodiscrimination of up to 2
a wireless terminal, AirVU TRIPS pro- barcodes with support for
vides functionality beyond simple ter- dynamic reconfiguration
minal emulation.
TELXON
Telxon Corporation / World Headquarters: 3330 West Market Street,
P.O. Box 5582, Akron, Ohio 44334-0582 / 800 800-8008
Telxon International/ Chaussee de La Hulpe 150/1, Brussels,
Belgium/ 32-2-663-1500
Internet Email Address: sales@telxon.com[]www.telxon.com
In our constant effort to improve products and systems, Telxon Corporation
reserves the right to change or modify features and specifications without
notice.
The TELXON logo is a registered trademark of Telxon Corporation. (C) Copyright
1998 Telxon Corporation
AirAware, AirVU, and AirGO are trademarks of Telxon Corporation. MS-DOS is
a registered trademark of Microsoft Corporation
All other product or trade references are the trademarks or registered
trademarks of their respective owners.
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[AIRAWARE LOGO]
AIRVU(TM) TN3270/TN5250
TERMINAL EMULATION SOFTWARE
FOR MOBILE COMPUTERS
OVERVIEW acts as a wireless hub and passively ADDITIONAL FEATURES
AirVU TN3270 and AirVU TN5250 transfers messages between the wire- - Keyboard remapping
are members of Telxon's AirAware(TM) less network and wired LAN for - Popup keyboard for pen-based
family of connectivity solutions for exchange with a Telnet session on a units
mobile computers. AirVU products are LAN connected host system. Each - All standard key functions available
designed to provide quick, easy solu- wireless mobile computer in the sys- - Local printing support
tions for customers who want to add tem appears as a computer node on - Supports 2.4GHz or 900MHz
basic wireless mobile terminals to exist- the LAN. Direct Sequence, and 2.4GHz
ing host-based applications. With Frequency Hopping radios
AirVU this can be accomplished with- SCREEN MANAGEMENT
out developing custom software or - Access to full 25-line x 80-column SUPPORTED ENVIRONMENTS
modifying existing applications. screen through windowing AirVU TN3270 and AirVU TN5250
AirVU products utilize the industry - Screen movement options support the following Telxon MS-DOS(R)
standard TCP/IP (Transmission Control - Arrow keys move one character spread spectrum RF key-based mobile
Protocol/Internet Protocol) to commu- at a time computers:
nicate to host systems connected to an - Tab to next logical field - PTC-8601M
Ethernet(TM) or Token Ring LAN and - Scrolling - PTC-960RL
provide full terminal emulation func- - Automatic readjustment to actual - PTC-9605L
tionality for wireless key-based and mobile computer screen size - PTC-960x
pen-based mobile computers. These units require 256K8 applica-
tion RCM and 1 MB RAM.
BARCODE INPUT ON DATA FIELDS
- Automatic support of barcode AirVU TN3270 and AirVU TN5250
PRODUCT POSITIONING input on any field also support the following Telxon
- Supports multiple types of scanning MSDOS spread spectrum RF mobile
AirVU TN3270/TN5250 is an ideal devices computers:
solution for: - Support for all popular barcodes: - PTC-8701M
- - Providing basic wireless terminal U.P.C., EAN, Code 11, 2 of 5, - PTC-1134
access to host applications over a Plessey, Code 39, Interleaved 2 of 5, - PTC-1144
TCP/IP connection Codabar, Code 128, Code 93 - PTC-1184
- - Minimizing or eliminating local - Autodiscrimination of up to
SNA corrections to the mainframe 6 barcodes These units require 2MB application
while maximizing network ROM, 2MB application RAM, and 2MB
performance RUNS AS AN APPLICATION mass storage.
The AirVU TN3270/TN5250 emula-
KEY FEATURES tor runs as an application on the Both AirVU products require the
mobile computer to allow access to AirGO(TM) Kernal software in each PTC
- - 3270 Terminal Support (LU2) additional applications and functionality and utilize the TCP/IP kernel software
- - 5251 Terminal Support (LU7) beyond emulation, if desired. licensed from FTP Software, Inc.,
included in the AirGO kernal.
OPEN SYSTEM CONNECTIVITY
Wireless connectivity to the LAN is
implemented through access points. YEAR 2000 COMPLIANT
Each AirVU mobile computer has a As with all members of the AirAware
unique Internet Protocol (IP) address. software family. AirVU 5250 and AirVU
Data transmits over the wireless link to 3270 are fully year 2000 compliant.
the access paint encapsulated in stan-
dard TCP/IP frames. The access point
TELXON
Telxon Corporation / World Headquarters: 3330 West Market Street,
P.O. Box 5582, Akron, Ohio 44334-0582 / 800 800-8008
Telxon International / Chaussee de La Hulpe 150/1, Brussels,
Belgium / 32-2-663-1500
Internet Email Address, sales@telxon.com[]www.telxon.com
In our constant effort to improve products and systems, Telxon Corporation
reserves the right to change or modify features and specifications without
notice.
The TELXON logo is a registered trademark of Telxon Corporation. (C) Copyright
1998 Telxon Corporation
AirAware, AirVU, and AirGO are trademarks of Telxon Corporation. MS-DOS is
a registered trademark of Microsoft Corporation
All other product or trade references are the trademarks or registered
trademarks of their respective owners.
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[AIRAWARE LOGO]
AIRVU(TM) ANSI VT-220
TERMINAL EMULATION
SOFTWARE FOR
MOBILE COMPUTERS
OVERVIEW transfers messages between the wire- ADDITIONAL FEATURES
AirVU ANSI VT-220 is a member of less network and wired LAN for - Pop-up keyboard for pen-based
Telxon's AirAware(TM) family of connectivi- exchange with a Telnet session on a units
ty solutions for mobile computers. LAN connected host system. Each - Keyboard remapping and macro
AirVU products provide quick, easy wireless mobile computer in the system key support
solutions for adding wireless mobile appears as a computer node on the - All standard key functions available
computers to existing applications. LAN. - User-defined function keys
With AirVU this can be accomplished - Serial support pass-through can
without developing custom software SCREEN MANAGEMENT be controlled from host
or modifying existing applications. - Multiple screen sizes supported - Supports 2.4GHz or 900MHz
AirVU products utilize the industry - Access to full 25-line x 80 column Direct Sequence, and 2.4GHz
standard TCP/IP (Transmission Control screen through windowing Frequency Hopping radios
Pratocol/Internet Protocol) to commu- - Supports portrait or landscape
nicate to host systems connected to an mode on pen-based computers SUPPORTED ENVIRONMENTS
Ethernet(TM) or Token Ring LAN and pro- - Supports multiple point-size fonts AirVU ANSI supports the following
vide full terminal emulation functionality on pen-based computers Telxon MS-DOS(R) spread spectrum RF
for both wireless key-based and pen- key-based mobile computers:
based mobile computers. BARCODE INPUT ON DATA FIELDS - PTC-8601M
- Automatic support of barcode - PTC-960RL
PRODUCT POSITIONING input on any field - PTC-9605L
AirVU ANSI is an ideal solution for - Supports multiple types of - PTC-960X
providing basic wireless VT-220 mobile scanning devices These units require 256KB applica-
computer access to host applications - Programmable barcode parameters tion ROM and 1 MB RAM.
over a TCP/IP connection. - Support for all popular barcodes:
U.P.C., EAN, Code 11, 2 of 5, AirVU ANSI also supports the fol-
KEY FEATURES Plessey, Code 39, Interleaved 2 lowing Telxon MS-DOS spread spec-
- - Supports ANSI VT-220 terminal of 5, Codabar, Code 128, Code 93 trum RF mobile computers:
emulation - Autodiscrimination of up to 6 barcodes - PTC-8701M
- - VT-220 using 7- or 8-bit data controls - PTC-1134
- - VT-100 - PTC-1144
- - Supports ANSI escape sequences RUNS AS AN APPLICATION - PTC-1184
- - Supports special graphic characters The AirVU ANSI emulator runs as an These units require 2MB application
application on the mobile computer to ROM, 2MB application RAM, and 2MB
OPEN SYSTEM CONNECTIVITY allow access to additional applications mass storage.
Wireless connectivity to the LAN is and functionality beyond emulation, if
implemented through access points. desired. AirVU ANSI requires the AirGO(TM)
Each AirVU mobile computer has a Kernal software in these devices and
unique Internet Protocol (IP) address. YEAR 2000 COMPLIANT utilizes the TCP/IP kernel software
Data transmits over the wireless link to As with all members of the AirAware licensed from FTP Software. Inc.
the access point encapsulated in stan- software family. AirVU ANSI is fully year included in the AirGO kernal.
dard TCP/IP frames. The access point 2000 compliant.
acts as a wireless hub and passively
TELXON
Telxon Corporation / World Headquarters: 3330 West Market Street
P.O. Box 5582, Akron, Ohio 44334-0582 / 800 800-8008
Telxon International / Chaussee de La Hulpe 150/1, Brussels,
Belgium / 32-2-663-1500
Internet Email Address: sales@telxon.com[]www.telxon.com
In our constant effort to improve products and systems, Telxon Corporation
reserves the right to change or modify features and specifications without
notice.
The TELXON logo is a registered trademark of Telxon Corporation. (C) Copyright
1998 Telxon Corporation
AirAware, AirVU, and AirGO are trademarks of Telxon Corporation. MS-DOS is
a registered trademark of Microsoft Corporation
All other product or trade references are the trademarks or registered
trademarks of their respective owners.