Star Navigation Systems Group Ltd.
TSX VENTURE : SNA

Star Navigation Systems Group Ltd.

December 14, 2011 17:00 ET

Star Navigation Announces Details of New Licensing Agreement Regarding STAR-ISMS® Technology

TORONTO, ONTARIO--(Marketwire - Dec. 14, 2011) - Further to the press release disseminated December 9, 2011, Star Navigation Systems Group Ltd. (TSX VENTURE:SNA) ("Star" or the "Company") is pleased to announce details of the amended and restated license agreement (the "Amended and Restated License Agreement") entered into on December 9, 2011 between the Company and 2283188 Ontario Limited (the "Licensor").

The entry into the Amended and Restated License Agreement in respect of the technology upon which the Company's products are based, was required in order to secure the consent of both the Licensor and Viraf S. Kapadia to the agreement announced in Star's press release of June 22, 2011 (the "June 22, 2011 Agreement"). A condition of the June 22, 2011 Agreement required the Licensor and / or Viraf S. Kapadia to assume personal and/or corporate liability in certain situations, including the provision of indemnities, a requirement which was not contemplated in the original license agreement.

Without the consent of the Licensor and Viraf S. Kapadia, and the assumption by them of potential liability, the June 22, 2011 agreement would not have been possible. The Licensor and Mr. Kapadia agreed to accept these obligations under the June 22, 2011 Agreement in return for certain royalty payments outlined below.

A Special Committee of the Board of Directors (which did not include Mr. Kapadia, the CEO of the Company) was formed in order to negotiate the terms and conditions of the Amended and Restated License Agreement with Mr. Kapadia and the Licensor on behalf of the Company. Through its own research and through the commissioning of a third party independent professional valuation, the Special Committee satisfied itself that the terms of the Amended and Restated License Agreement are fair and reasonable and in accordance with commercial norms.

The Amended and Restated License Agreement provides for royalties to be payable by the Company to the Licensor in the amount of:

  1. three (3%) percent of gross revenues (not including taxes) from all sales of airborne in-flight safety monitoring system (the "ISMS") units under the June 22, 2011 Agreement.

  2. ten (10%) percent of all service fees under the June 22, 2011 Agreement in relation to ISMS units under the ADS Agreement; and

  3. ten (10%) percent of all usage fees under the ADS Agreement in relation to ISMS units under the June 22, 2011 Agreement.

The Amended and Restated License Agreement will be in effect until the expiry of the last of the patents covering the technology upon which the company's products are based. The Licensor grants to the Company the exclusive right and license in respect of the patents and licensed property described under the Amended and Restated License Agreement.

About Star Navigation: Star Navigation Systems Group Ltd. (www.star-navigation.com) owns the exclusive worldwide license to its proprietary, patented In-flight Safety Monitoring System, the first system in the world to feature in-flight data-analysis, monitoring and diagnostics with a real-time connection between aircraft and ground. Its real-time capability of tracking performance-trends and predicting incident-occurrence enhances aviation safety and improves fleet management while reducing costs for the operator.

Certain statements contained in this News Release constitute forward-looking statements. When used in this document, the words "may", "would", "could", "will" and similar expressions, as they relate to Star or its management are intended to identify forward-looking statements. Such statements reflect Star's current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause Star's actual performance or achievements to vary from those described herein. Should one or more of these factors or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of the content of this release.

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