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[polygraph]

ABC Corporation
DVD-ROM DRIVE LICENSE AGREEMENT
This DVD-ROM DRIVE LICENSE AGREEMENT (the “Agreement”) is entered into effective as of ___________ __, 1999, by and between ABC Corporation, a __________________ Company (“ABC”) and XYZ., a Korean corporation (“LICENSEE”), with respect to the following facts:
RECITALS

WHEREAS, ABC, and its Affiliates have developed and are developing certain proprietary technology that may be useful in making high-speed optical computer Multibeam DVD-ROM Drives; and

WHEREAS, LICENSEE desires to obtain a license to ABC Technology so that LICENSEE may operate as an Authorized Drive Maker, and ABC desires to grant such license in exchange for the royalties and other provisions hereof, in accordance with the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, the parties hereby agree as follows:


1. DEFINITIONS. For the purpose of this Agreement, the following definitions apply:

a. “Affiliates” means, as to a Party, any present or future Subsidiary or Parent of the Party, but only for so long as the Subsidiary remains a Subsidiary of the Party. The term “Subsidiary” of a Party means any corporation or other legal entity (i) the majority (more than fifty percent (50%)) of whose shares or other securities entitled to vote for election of directors (or other managing authority) is now or hereafter owned or controlled by such Party either directly or indirectly; or (ii) which does not have outstanding shares or securities but the majority (more than fifty percent (50%)) of the equity interest in which is now or hereafter owned or controlled by such Party either directly or indirectly, but only for so long as such ownership or control exists as specified in (i) or (ii) above. The term “Parent” of a Party means any entity for whom the Party is a Subsidiary.

b. “Authorized ASIC Makers” means only those companies which have been granted a license by ABC under ABC Technology or ABC Intellectual Property to design, develop, make, have made and import, and use, or otherwise dispose of (but only for testing and in limited numbers for reference designs and marketing purposes), Multi-Beam ASICs for use by Authorized Drive Makers in making Multibeam DVD-ROM Drives, but only so long as such companies remain so licensed by ABC. As of the Effective Date, Authorized ASIC Makers include only the companies listed in Exhibit A attached hereto. ABC shall, upon written request, notify LICENSEE of additions or deletions to the list of Authorized ASIC Makers.
c. “Authorized Drive Makers” means only those companies which have been granted a license by ABC under ABC Technology or ABC Intellectual Property to design, develop, have made and make, use, Sell, offer for Sale, import or otherwise dispose of Multi-Beam DVD-ROM Drives, but only so long as such companies remain so licensed by ABC.

d. “Authorized Licensees” means any and all Authorized ASIC Makers, Authorized Optics Makers and Authorized Drive Makers.

e. “Authorized Optics Makers” means only those companies which have been granted a license by ABC under ABC Technology or ABC Intellectual Property to design, develop, make, have made and import, and use, or otherwise dispose of (but only for testing and in limited numbers for reference designs and marketing purposes),optical pickups and components for optical pickups for use by Authorized Drive Makers in making Multibeam DVD-ROM Drives, but only so long as such companies remain so licensed by ABC. As of the Effective Date, Authorized Optics Makers include only the companies listed in Exhibit A attached hereto. ABC shall, upon written request, notify LICENSEE of additions or deletions to the list of Authorized Optics Makers.

f. “Computer Programming Code” means source code (i.e., human-readable), object code (i.e., machine readable), and data structures.

g. “Computer Programming Code Documentation” means printed material relating to Computer Programming Code.

h. “Derivative Work” means a work that is based on ABC’s Computer Programming Code, such as a compilation, revision, enhancement, modification, translation, abridgement, condensation, expansion, or any other form in which ABC’s Computer Programming Code may be recast, transformed, or adapted, and that if prepared without ABC’s authorization would constitute a copyright infringement.

i. “Effective Date” means the effective date first set forth above.

j. “Multibeam ASIC” means an integrated circuit that: (i) accepts multiple RF inputs; (ii) decodes the multiple RF inputs into data blocks; and (iii) serializes the data blocks. A chipset consisting of multiple integrated circuits that perform the function of a Multibeam ASIC for use in a single Multibeam DVD-ROM Drive shall be considered to be one Multibeam ASIC when Sold together to a single customer as a chipset and shall count as a Sale of a single Multibeam ASIC for purposes of determining the number of Multibeam ASICs Sold subject to any applicable royalty.

k. “Multibeam DVD-ROM Drive” means an optical drive that simultaneously reads multiple tracks of a read-only digital versatile disk.

l. “Multibeam Optical Pickup” means an optical pickup that simultaneously generates multiple RF inputs corresponding to information stored in a DVD medium. Multiple optical or electromagnetic components that perform the function of a Multibeam Optical Pickup for use in a single Multibeam DVD-ROM Drive shall be considered to be one Multibeam Optical Pickup when Sold together to a single customer and shall count as a Sale of a single Multibeam Optical Pickup for purposes of determining the number of Multibeam Optical Pickups Sold subject to any applicable royalty.

m. “Party” shall individually mean ABC or LICENSEE, and the term “Parties” shall collectively mean ABC and LICENSEE.

n. “Sold,” “Sale,” “Sell” means sold, leased or otherwise transferred by LICENSEE in normal, bonafide, commercial transaction and a sale shall be deemed to have occurred upon shipment or invoicing, whichever shall first occur, but shall not include return or redelivery of a returned sale.

o. “Trademarks” means those trademarks specified in Exhibit B, attached hereto and incorporated herein by this reference.

p. “ABC’s Intellectual Property” means (1) any and all of ABC’s Patents and its Affiliates’ Patents (including any foreign counterparts to the United States patents), relating to Multibeam ASICs, Multibeam Optical Pickups and Multi-beam DVD-ROM Drives; and (2) any and all of ABC’s Computer Programming Code and ABC’s Computer Programming Code Documentation relating to Multibeam ASICs, Multibeam Optical Pickups and Multi-beam DVD-ROM Drives, including patents and copyrights relating thereto.

q. “ABC Technology” means (i) the ABC verilog design; (ii) ABC’s Multibeam ASIC specifications; (iii) the Multibeam ASIC documentation; (iv) ABC’s Multibeam Optics specifications; (v) ABC’s Multibeam DVD-ROM Drive specifications; (vi) ABC’s Intellectual Property; and (vii) certain know how to be identified by ABC regarding the development of the Multibeam ASICs, Multibeam Optical Pickups and Multibeam DVD-ROM Drives.

r. “Intellectual Property” shall mean any trade secrets, know-how and other intellectual property and confidential information developed by a party and/or its affiliates or in its or their possession or control on, prior to or after the Effective Date which (i) such party and/or its affiliates has the right to license to the other party, and (ii) is essential to the design, manufacture, use, or sale of a Product or part thereof;

s. “Joint Intellectual Property” shall mean new Intellectual Property developed jointly by the parties, including modifications to either party’s Intellectual Property that are a “non-obvious” from the separate Intellectual Property of that party. A patent application directed to a variant of a feature described in a previously filed patent application but for which no priority claim is available shall also be deemed to be Joint Intellectual Property;

t. A “non-obvious” modification of a patent is a patent application for a feature which does not require a priority claim to a previously filed patent application of either party to support patentability. A patent application directed to an obvious variant (“Extension”) of a feature described in a previously filed patent application and which depends upon a priority claim of such previously filed application for patentability shall be owned by the party owning the priority application.

2. TERM OF AGREEMENT. This Agreement will be effective for an initial period of three (3) years from the Effective Date of the Agreement and may be extended for an additional three (3) years term upon prior written consent of the parties at least two (2) months prior to the expiration of this Agreement.

3. ABC LICENSE.

a. Grant of License From ABC.

i) Subject to the terms and conditions of this Agreement, including, but not limited to, timely payment of the royalties set forth herein, ABC hereby grants to LICENSEE as an Authorized Drive Maker, a nontransferable, worldwide and nonexclusive license (without the right to sublicense, except as provided herein) to ABC Technology, including improvements to ABC’s Intellectual Property (to the extent assignable) during the term of this Agreement, solely to: (a) design, make (and have made, but only pursuant to Section 13 of this Agreement), use, Sell and offer for Sale, and use Multibeam DVD-ROM Drives; (b) use, execute, or reproduce ABC’s Computer Programming Code and ABC’s Computer Programming Code Documentation, and create Derivative Works thereof, solely for purposes of designing, maintaining, and providing product support for Multibeam DVD-ROM Drives; and (c) distribute, import solely in conjunction with Sales and offers for Sale of Multibeam DVD-ROM Drives, object code that is a Derivative Work of ABC’s Computer Programming Code (i.e., object code compiled from ABC’s source code or a Derivative Work of ABC’s source code).

ii) No other, further or different license is hereby granted or implied. The license granted by ABC hereunder is for the limited scope specified herein, and shall not include any other patent rights, intellectual property, trade secrets, know-how or technical assistance.

iii) LICENSEE acknowledges that only by entering into a separate license agreement with ABC to be an Authorized ASIC Maker may LICENSEE also be an Authorized ASIC Maker, and that only by entering into a separate license agreement with ABC to be an Authorized Optics Maker may LICENSEE also be an Authorized Optics Maker.

iv) Modifications to Intellectual Property
a) Modifications to ABC Intellectual Property made either independently by ABC or jointly with ABC by LICENSEE will be owned by ABC.
b) If improvements to ABC Intellectual Property made jointly by LICENSEE and ABC are implemented in a Multibeam DVD-ROM Drive, LICENSEE will have exclusive rights within the marketplace to the implementation in a Multibeam DVD-ROM Drive for a six (6) month period after the improvement has passed final system approval from ABC. After this period of time, other ABC licensees will have the
right to ship Multibeam DVD-ROM Drives which have such improvements. If improvements to ABC Intellectual Property are made by any other Authorized Drive Maker, then LICENSEE will be entitled to such improvements after six (6) months after the improvement has passed final system approval from ABC to LICENSEE, to the extent assignable by ABC, without any delay and free of any additional charge.
c) Any improvement made by LICENSEE and or ABC to LICENSEE Intellectual Property will be owned by LICENSEE.
d) Any “non obvious” improvement made that is considered “Joint Intellectual Property” will be jointly owned and any royalties collected by either party will be divided 50/50 between ABC and LICENSEE.

v) ABC shall deliver its Computer Programming Code and Computer Programming Code Documentation to LICENSEE no later than thirty (30) days after said code is completed by ABC.

vi) ABC shall use reasonable commercial efforts to provide LICENSEE technical supports upon request of LICENSEE, such as dispatching its qualified engineers to LICENSEE at ABC’s own expense, educating dispatched LICENSEE’s engineers, and answering all the questions related to ABC Technology through phone, e-mail, and fax transmissions. Beyond an initial visit to LICENSEE by ABC engineers, if ABC’S on-site presence is requested by LICENSEE, LICENSEE agrees to compensate ABC for all reasonable travel and lodging expenses, excluding wages, subject to LICENSEE’S prior approval. Such technical support is limited to one hundred (100) working hours in any twelve (12) month period. If LICENSEE requests ABC engineers to visit for an improvement to ABC Intellectual Property, those related travel expenses will be at the expense of ABC. If an urgent request for ABC engineers to visit LICENSEE for purposes of technical support is made, ABC will use best efforts to arrive at LICENSEE offices as soon as reasonably possible.

b. Right To Sublicense Affiliates. LICENSEE shall have the right to grant sublicenses only to Affiliates of LICENSEE with respect to any rights conferred upon LICENSEE under this Agreement; provided, however, that any such sublicense shall be subject in all respects to the restrictions, exceptions, royalty and other payment obligations, reports, termination provisions, and other provisions contained in this Agreement. LICENSEE shall also pay or cause its Affiliates to pay the same royalties on all Multibeam DVD-ROM Drives Sold by its Affiliates as if LICENSEE had Sold such Multibeam DVD-ROM Drives. LICENSEE shall report to ABC the total number of, and the Selling Price for, all Multibeam DVD-ROM Drives Sold by each such Affiliate. LICENSEE, in addition to its Affiliates, shall be responsible and liable to ABC in the event that any of its Affiliates fails under any such sublicense to honor and comply with all obligations of LICENSEE as though said obligations were made expressly applicable to the Affiliate. Any sublicense by LICENSEE to an Affiliate of LICENSEE shall terminate immediately if such Affiliate ceases to be an Affiliate of LICENSEE. Except as set forth above, LICENSEE shall have no right to sublicense any of ABC Technology, or any of the rights conferred upon LICENSEE under this Agreement.

c. Royalties. In partial consideration for such license from ABC, LICENSEE shall pay to ABC or its Affiliates as directed by ABC, within thirty (30) days after the end of each calendar quarter, the royalty equivalent to ___________ percent (____%) of net selling price for each Multibeam DVD-ROM Drive Sold by LICENSEE during such calendar quarter. Notwithstanding the foregoing, LICENSEE shall not be required to pay royalties to ABC for Multibeam DVD-ROM Drives Sold by LICENSEE to ABC.

d. Duration of Royalty Obligations. In addition to the provisions of Section 11, the obligation of LICENSEE to pay royalties to ABC under Section 3.c of this Agreement shall continue until in the event all patents which are licensed hereunder by ABC and used by LICENSEE have expired or are held to be unenforceable against LICENSEE.

e. Taxes. Any taxes, duties or imposts other than income or profits taxes assessed or imposed upon the sums due hereunder in the United States, shall be borne and discharged by LICENSEE and no part thereof shall be deducted from the amounts payable to ABC under any clause of this Agreement, said amounts to be net to ABC, free of any and all deductions. Notwithstanding the foregoing, in the event sums payable to ABC under this Agreement become subject to income or profits taxes under the tax laws of the Republic of Korea or any country and applicable treaties between the United States and such country, LICENSEE may, if and to the extent required by law, withhold from each payment the amount of said income or profits taxes due and required to be withheld from each payment. LICENSEE will furnish and make available to ABC relevant receipts regarding the payment of any country taxes paid over to any country’s government on behalf of ABC. Such tax receipts will clearly indicate the amounts that have been withheld from the gross amounts due to ABC. Any and all other taxes, levies, charges or fees will be paid by LICENSEE for its own account.

f. Conversion to U.S. Dollars. Royalties shall be paid in U.S. Dollars. To the extent that the Selling Price for Multibeam DVD-ROM Drives Sold by LICENSEE outside of the United States is paid to LICENSEE other than in U.S. Dollars, LICENSEE shall convert the portion of the royalty payable to ABC from such Selling Price into U.S. Dollars at the official rate of exchange of the currency of the country from which the Selling Price was paid, as quoted by the U.S. Wall Street Journal (or the Bank of America or another agreed-upon source if not quoted in the Wall Street Journal) for the last business day of the calendar quarter in which the royalties are payable. If the transfer of or the conversion into U.S. Dollars is not lawful or possible, the payment of such part of the royalties as is necessary shall be made by the deposit thereof, in the currency of the country where the Sale was made on which the royalty was based to the credit and account of ABC or its nominee in any commercial bank or trust company of ABC’s choice located in that country, prompt notice of which shall be given by LICENSEE to ABC.

g. Sales by LICENSEE to ABC. With respect to any Multibeam DVD-ROM Drives Sold by LICENSEE under the grant of the license set forth herein, LICENSEE hereby may , at ABC’s option, Sell such Multibeam DVD-ROM Drives to ABC pursuant to the terms and conditions set forth in Exhibit C on an arms’ length basis.

h. Restrictions on Copying. LICENSEE shall not, directly or indirectly reverse engineer, decompile, inspect, or analyze the physical construction or otherwise copy any of ABC’s Multibeam DVD-ROM Drives, ABC Technology, and/or any of ABC’s imbedded software without ABC’s written consent.

i. ABC understands that LICENSEE may wish to undertake the retail selling of LICENSEE branded drives in the retail market in Korea only. This retail selling would be as a separate after-market sale of a stand-alone drive sold only as an add-on to existing PCs owned by the customers who would purchase such LICENSEE drives. ABC agrees to negotiate a special license arrangement for such sales if LICENSEE decides to proceed with such a retail program.

4. LICENSEE’S LICENSE.

a. Grant by LICENSEE.

i) LICENSEE hereby grants to ABC a perpetual, royalty-free, worldwide and nonexclusive license, with the right to sublicense, under any of LICENSEE’s patents and technology (including LICENSEE’s Computer Programming Code and LICENSEE’s Computer Programming Code Documentation) developed after the Effective Date using the ABC Technology, in accordance with the provision of Section 3 a. iv b), above, to: (a) design, make, have made, use, Sell and offer for Sale, and import Multibeam DVD-ROM Drives; (b) use, execute, or reproduce LICENSEE’s Computer Programming Code and LICENSEE’s Computer Programming Code Documentation, and create Derivative Works thereof, solely for purposes of designing, maintaining, and providing product support for Multibeam DVD-ROM Drives; and (c) distribute solely in conjunction with Sales and offers for Sale of Multibeam DVD-ROM Drives, object code that is a Derivative Work of LICENSEE’s Computer Programming Code (i.e., object code compiled from LICENSEE’s source code or a Derivative Work of LICENSEE’s source code).

ii) No other, further or different license is hereby granted or implied.

b. Covenant Not to Assert. LICENSEE hereby covenants that neither it nor its Affiliates will assert any of LICENSEE’s or its Affiliates’ rights in patents relating to Multibeam DVD-ROM Drives or patents on inventions developed using the ABC Technology against any Authorized Licensees that: (i) use any of LICENSEE’s patents to make, use and Sell Multibeam DVD-ROM Drives; and (ii) have agreed with ABC to an equivalent undertaking not to assert claims against LICENSEE and its Affiliates. Any Authorized Licensee that has agreed with ABC to an equivalent undertaking not to assert claims shall be regarded as a third-party beneficiary of this Section 4.b. LICENSEE shall be regarded as a third-party beneficiary of any agreement between Authorized Licensees and ABC similar to this Section 4.b. ABC will promptly notify LICENSEE of any Authorized Licensees that have agreed to such an equivalent undertaking and shall provide to LICENSEE a copy of the appropriate contractual language. ABC makes no representation or warranty as to any such Authorized Licensee’s obligations to LICENSEE or LICENSEE’s rights under any such equivalent undertaking.

c. Right To Sublicense Affiliates. ABC shall have the right to grant sublicenses only to Affiliates of ABC with respect to any rights conferred upon ABC under this Agreement; provided, however, that any such sublicense shall be subject in all respects to the restrictions, exceptions, termination provisions, and other provisions contained in this Agreement. ABC, in addition to its Affiliates, shall be responsible and liable to LICENSEE in the event that any of its Affiliates fails under any such sublicense to honor and comply with all obligations of ABC as though said obligations were made expressly applicable to the Affiliate. Except as set forth above and in Section 5.b with respect to LICENSEE’s patents and technology developed after the Effective Date using ABC Technology, ABC shall have no right to sublicense any of LICENSEE’s Intellectual Property.

d. Restrictions on Copying. ABC shall not, directly or indirectly, reverse engineer, decompile, inspect, or analyze the physical construction or otherwise copy any of LICENSEE’s Multibeam DVD-ROM Drives and/or any of LICENSEE’s imbedded software. Notwithstanding the foregoing, in the event of a dispute as to whether Multibeam DVD-ROM Drives Sold by LICENSEE incorporate ABC Technology and, therefore, are subject to the payment of royalties hereunder, ABC shall be permitted to make such determinations as are necessary in connection with such dispute. In making such determinations, ABC shall utilize one or more independent engineers whose work product shall not be disclosed to ABC’s engineering or technical personnel but may be disclosed to ABC’s legal department and/or outside attorneys and technical consultants, pursuant to a confidentiality agreement reasonably acceptable to LICENSEE.

e. Reporting of Errors. Notwithstanding that LICENSEE and ABC agree that ABC’s Computer Programming Code and Computer Programming Code Documentation provided under this Agreement are provided “AS IS”. LICENSEE shall promptly notify ABC of the discovery of errors in ABC’s Computer Programming Code and Computer Programming Code Documentation or LICENSEE’s Derivative Works thereof, and LICENSEE’s Computer Programming Code and Computer Programming Code Documentation. ABC shall promptly notify LICENSEE of the discovery of errors in ABC’s Computer Programming Code and Computer Programming Code Documentation and LICENSEE’s Derivative Works thereof, and LICENSEE’s Computer Programming Code and Computer Programming Code Documentation.

5. BEST EFFORTS TO MARKET AND SELL. LICENSEE shall use its best efforts to market, promote and Sell Multibeam DVD-ROM Drives in accordance with the terms and conditions of this Agreement.

6. PATENT AND COPYRIGHT MARKINGS. Each Multibeam DVD-ROM Drive Sold by LICENSEE shall indicate appropriate ABC patent notices as reasonably requested by ABC and commercially acceptable to LICENSEE. If ABC utilizes LICENSEE’s patents pursuant to Section 4.a of this Agreement, if any, each Multibeam DVD-ROM Drive utilizing any of such patents Sold by ABC shall indicate appropriate LICENSEE patent notices as reasonably requested by LICENSEE. Each copy of object code that is a Derivative Work based on ABC’s Computer Programming Code that LICENSEE distributes shall include appropriate ABC copyright notices as reasonably requested by ABC and commercially acceptable to LICENSEE. If ABC distributes LICENSEE’s Computer Programming Code, if any, pursuant to Section 4.a of this Agreement, each copy of any such code that ABC distributes shall include appropriate LICENSEE copyright notices as reasonably requested by LICENSEE.

7. QUALITY CONTROL. Throughout the term of this Agreement, LICENSEE shall maintain, for the Multibeam DVD-ROM Drives manufactured or Sold by it, at least the same or similar manufacturing and quality standards generally observed in the industry for similar products.

8. TRADEMARKS.

a. LICENSEE acknowledges that ABC asserts that it is critical that the goodwill associated with the Trademark(s) to be protected and enhanced and, towards this end, LICENSEE shall not, during the terms of this Agreement or thereafter, intentionally:

i) Attach the title or any rights of LICENSEE in or to the Trademark(s);

ii) Apply to, register, or maintain any application or registration of the Trademark(s) or any other mark confusingly similar thereto in any jurisdiction, domestic or foreign;

iii) Use any colorable imitation of any of the Trademark(s), or any variant form, including variant design forms, logos, colors, or typestyles of the Trademark(s) not specifically approved by ABC;

iv) Misuse the Trademark;

v) Take any action that would bring the Trademark(s) into public disrepute;

vi) Use the Trademark(s), or any mark or name confusingly similar thereto, in its corporate or trade name; or

vii) Take any action that would tend to destroy or diminish the goodwill in the Trademark(s).

b. All use by LICENSEE of the Trademark(s) shall inure to the benefit of ABC.

c. LICENSEE agrees to cooperate fully with ABC in securing and maintaining the goodwill of ABC in the Trademark(s).

d. LICENSEE agrees to mark each of the Multibeam DVD-ROM Drives, or packaging therefor, with such Trademark or Trademarks, as may be reasonably specified by ABC and commercially acceptable to LICENSEE . LICENSEE agrees that it shall mark the Multibeam DVD-ROM Drives to indicate the rights of ABC in the Trademark(s), including registration status of the Trademark(s), and that the Multibeam DVD-ROM Drives are manufactured pursuant to license from ABC.

e LICENSEE agrees to enter into the Trademark License Agreement with ABC under the terms and conditions identical to Exhibit D, attached hereto and incorporated herein by this reference.

9. DISCLAIMER/ LIMITATION OF LIABILITY.

a. Limitations. EXCEPT FOR DAMAGES ARISING OUT OF A PARTY’S USE OF A FABRICATION FACILITY THAT IS NOT AN AUTHORIZED FABRICATION FACILITY OR MISUSE OF ABC TECHNOLOGY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS) OR ANY OTHER INDIRECT LOSS OR DAMAGE ARISING OUT OF THIS AGREEMENT OR ANY RESULTING OBLIGATION OR THE USE OF ANY PATENT RIGHTS RECEIVED HEREUNDER, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, FOR TORT, OR ANY OTHER CAUSE OF ACTION. ABC PROVIDES ABC’S COMPUTER PROGRAMMING CODE AND ABC’S COMPUTER PROGRAMMING CODE DOCUMENTATION “AS IS” TO LICENSEE. ABC MAKES NO WARRANTY THAT ALL ERRORS HAVE BEEN OR CAN BE ELIMINATED FROM ABC’S COMPUTER PROGRAMMING CODE AND ABC’S COMPUTER PROGRAMMING CODE DOCUMENTATION, EXCEPT AS EXPRESSLY STATED ABOVE, AND ABC SHALL IN NO EVENT BE RESPONSIBLE FOR LOSSES OF ANY KIND RESULTING FROM THE USE OF THE ABC’S COMPUTER PROGRAMMING CODE IN MULTIBEAM ASICS.

b. Negation of Representations and Warranties. Except as expressly provided herein, nothing contained in this Agreement shall be construed as (i) requiring the filing of any patent application, the securing of any patent or the maintaining of any patent in force; (ii) a warranty or representation by either Party as to the validity or scope of any patent; (iii) a warranty or representation that any manufacture or Sale will be free from infringement of patents, copyrights or other intellectual property rights of others, and it shall be the sole responsibility of each Party to make such determination as is necessary with respect to the acquisition of licenses under patents and other intellectual property of third parties; (iv) an agreement to bring or prosecute actions or suits against third parties for infringement; (v) an obligation to furnish any manufacturing assistance; or (vi) conferring any right to use, in advertising, publicity or otherwise, any name, trade name or trademark, or any contraction, abbreviation or simulation thereof.

10. INDEMNITY FOR DAMAGE TO PERSONS, PROPERTY OR BUSINESS.

a. Indemnification by LICENSEE. LICENSEE shall indemnify, defend and hold ABC harmless from, any and all claims, judgments, liabilities, costs and expenses (including attorneys’ fees) arising out of or related, directly or indirectly, to any injury, loss or damage to persons, property or business arising from, relating to, or in any way connected with, any product, including but not limited to Multibeam DVD-ROM Drives, that LICENSEE manufactures or has manufactured and Sells using ABC Technology, excepting therefrom any judgments, liabilities, costs and expenses arising out of or related to any claims by third parties regarding infringement by LICENSEE for using ABC Technology. LICENSEE agrees to indemnify and hold harmless ABC against all liability or responsibility to LICENSEE or to others for any failure in production, design, operation or otherwise of all products, including but not limited to, Mutlibeam DVD-ROM Drives, in which ABC Technology is utilized except if such liability or responsibility is due to infringement claims with respect to ABC Technology.

b. Indemnification by ABC. ABC shall indemnify, defend and hold LICENSEE harmless from and against any and all claims, judgments, liabilities, costs, and expenses) including attorney’s fees) arising out of or related, directly or indirectly, to claims that ABC Technology, standing alone infringes any patent, copy right, trademark, trade secret or other intellectual property right of third parties.

c. Notice, Defense and Cooperation. ABC shall provide LICENSEE with prompt notice of any claim within Section 10.a, shall give LICENSEE the full right to defend any such claim and shall cooperate fully in such defense. LICENSEE shall provide ABC with prompt notice of any claim within Section 10.b, and shall give ABC the full right to defend any such claim and shall cooperate fully in such defense.

d. Resolution of Third-Party Infringement Claims. In the event third party claims that it holds patents which are infringed, and ABC resolves such claims on behalf of itself and its Authorized Licensees generally, then ABC agrees that if it is able to resolve such claims as to LICENSEE without any expense and without jeopardizing or compromising ABC’s ability to resolve such claims for itself or its other Authorized Licensees, then ABC shall make best efforts to include LICENSEE in the resolution of such claims as to ABC’s Authorized Licensees.

11. TERMINATION.

a. Termination Without Cause by LICENSEE. LICENSEE may for any reason, at any time when it is not using any of the ABC Technology, terminate this Agreement upon sixty (60) days’ prior written notice to ABC and LICENSEE’s obligation to pay royalties to ABC under Section 3.c of this Agreement shall, upon the effective date of such termination, cease; provided that all fees and royalties which have accrued under the terms of the Agreement and the entirety of the Up-Front License Fee and royalties (if not previously paid) shall be due and owing.

b. Termination For Cause by ABC. ABC may terminate this Agreement, by written notice to LICENSEE, if LICENSEE shall at any time default in the payment hereunder, including royalties, or the making of any report hereunder, or shall commit any material breach of any covenant, representation, warranty or agreement herein contained, or shall make any false report to ABC; provided, however, that in the case of any such breach which is capable of being cured, ABC shall not have a right to terminate this Agreement for cause unless and until LICENSEE shall have failed to remedy any such default, breach or report within thirty (30) days after written notice thereof by ABC. LICENSEE shall be able to effectuate such cure with respect to a default in the payment of any royalty hereunder no more than three (3) times during the term of this Agreement. Upon termination of this Agreement for cause, LICENSEE shall duly account to ABC for all royalties and other payments within thirty (30) days of such termination.

c. Termination For Cause by LICENSEE. LICENSEE may terminate this Agreement, by written notice to ABC, if ABC shall commit any material breach of any material covenant, representation, warranty or agreement herein contained; provided, however, that in the case of any such breach which is capable of being cured, LICENSEE shall not have a right to terminate this Agreement for cause unless and until ABC shall have failed to remedy any such material breach within thirty (30) days after receipt by ABC of written notice thereof by LICENSEE.

d. Termination for Infringement Actions. If, at any time during the term of this Agreement, either Party (or any of its affiliates) initiates an intellectual property infringement action against the other Party or its affiliates asserting that any product manufactured and Sold by the other Party or its affiliates infringes any intellectual property rights and the (or its affiliate) Party which initiated such infringement action does not prevail in such action, then the other Party shall have the option, exercisable for a period of sixty (60) days only, to terminate this Agreement immediately. Upon termination of this Agreement pursuant to this Section 11.d, LICENSEE shall duly account to ABC for all royalties and other payments within thirty (30) days of such termination.

e. Bankruptcy, Dissolution, Liquidation, Merger or Acquisition. Either Party shall also have the right to terminate this Agreement with immediate effect by giving written notice of termination to the other Party at any time upon or before sixty (60) days after the occurrence of any of the following events with respect to such other Party (unless such event ceases within such period): (i) insolvency, bankruptcy or liquidation or filing of any application therefor, or other commitment of an affirmative act of insolvency; (ii) attachment, execution or seizure of substantially all of the assets or filing of any application therefor; (iii) assignment or transfer of that material portion of the business to which this Agreement pertains to a trustee for the benefit of creditors; (iv) disposition, by Sale or assignment of all of its rights, of that portion of the business or the material assets to which this Agreement pertains; (v) merger, acquisition or consolidation resulting in any substantial change in its management or control; or (vi) termination of its business or dissolution.

f. Rights Upon Termination. Upon any expiration or termination of this Agreement, pursuant to Sections 11.a or 11.b, all licenses granted by ABC hereunder shall also terminate and LICENSEE shall immediately cease using any of the ABC Technology. The licenses granted by LICENSEE hereunder shall survive the termination or expiration of this Agreement and remain in full force and effect thereafter until all of the LICENSEE’s patents relating to Multibeam DVD-ROM Drives have expired; except that, upon termination of this Agreement by LICENSEE under Sections 11.c, 11.d, or 11.e, all licenses granted by LICENSEE hereunder shall also terminate and ABC shall immediately cease using any of the LICENSEE’s patents. Any termination or expiration of this Agreement under this Section 11 shall not relieve LICENSEE from its obligation under Section 12 hereof to make a report or from its liability for payment of royalties on Multibeam DVD-ROM Drives Sold on or prior to the date of such termination or expiration and shall not prejudice the right to recover any royalties or other sums due or accrued at the time of such termination or expiration and shall not prejudice any cause of action or claim accrued or to accrue on account of any breach or default. Furthermore, any termination or expiration of this Agreement under this Section shall not prejudice the right of ABC to have conducted a final audit of the records of LICENSEE in accordance with the provisions of Section 12 hereof. No termination hereunder shall limit the rights of LICENSEE to Sell those Multibeam DVD-ROM Drives in inventory or in process at the time of termination or, for a period of up to six (6) months after the termination date, to make scheduled deliveries under purchase orders dated, received and accepted by LICENSEE prior to the termination date (copies of which purchase orders are to be delivered to the auditor under Section 12 hereof), subject to payment of the royalty applicable to the Sale of such Multibeam DVD-ROM Drives and continued compliance with the other provisions of this Agreement. Upon termination of this Agreement, LICENSEE shall immediately return to ABC all copies of ABC’s Computer Programming Code and ABC’s Computer Programming Code Documentation, and Derivative Works thereof, excluding any Derivative Works or improvement created solely by LICENSEE. Derivative Works retained by LICENSEE under this Section 11 shall continue to be governed by terms of this Agreement, and no right is granted to use, sell, lease, license, distribute or transfer the Derivative Works outside the scope of the terms of this Agreement. LICENSEE shall warrant in writing, upon request of ABC, that no copies of any such material have been retained or are within the control of LICENSEE, except the above-described Derivative Works or improvement created solely by LICENSEE.

12. RECORDS AND AUDITS.

a. Records. LICENSEE shall keep accurate and complete books and records concerning any Multibeam DVD-ROM Drives it may Sell under this Agreement. As applicable, such books and records shall include the date of transaction involving Sales of Multibeam DVD-ROM Drives, including the number of items Sold. LICENSEE shall furnish ABC within thirty (30) days after the end of each calendar quarter a certificate, in the form attached hereto as Exhibit E, signed by a responsible official of LICENSEE showing the transactions and corresponding amounts during said calendar quarter and any other information as may be reasonably requested by ABC.

b. Audits. ABC may ,during normal business hours and on reasonable advance notice, have an audit conducted by a major independent international accounting firm selected by ABC and reasonably acceptable to LICENSEE, which has not served as ABC’s or LICENSEE’s auditors during the preceding year, of LICENSEE’s applicable books and records to confirm‎ the royalty paid or to be paid to ABC in accordance with the terms and conditions set forth in Section 3.c of this Agreement. Such independent accounting firm shall (i) maintain the confidentiality of all information of LICENSEE obtained in the course of such audit and used only for purposes of verifying compliance by LICENSEE with the provisions of this Agreement, and (ii) execute a nondisclosure agreement reasonably acceptable to LICENSEE to reflect the above. The cost of such audit shall be borne by ABC, unless such audit determines that the LICENSEE has underpaid the royalties due hereunder by the lesser of: (a) more than two percent (2%), or (b) Twenty-five Thousand Dollars ($25,000); in which case, LICENSEE shall, in addition to paying the deficiency plus late payment charges, pay the cost of such audit. LICENSEE shall preserve and maintain all such books and records required for audit for a period of four (4) years after the calendar month for which the books and records apply.

13. USE OF SUBCONTRACTORS. LICENSEE shall have the right to subcontract manufacturing of all or part of the items set forth herein, provided that:

a) Subcontractors only receive such ABC Technology as is required to manufacture the specific items requested by LICENSEE;

b) Each subcontractor agrees in writing: (i) not to use or disclose any of LICENSEE’s Multibeam DVD-ROM Drive designs or ABC Technology for any purpose other than such subcontract manufacturing for LICENSEE; (ii) not to subcontract or assign its manufacturing responsibilities to another manufacturer, unless such manufacturer is approved by ABC; (iii) not to provide Multibeam DVD-ROM Drives to any third party; and (iv) to be bound by the terms of Section 13 of this Agreement; and

c) LICENSEE shall be responsible for any misuse of ABC Technology by subcontractors.

14. ASSIGNMENT. Except as provided in this Section, LICENSEE shall not assign this Agreement or any right or interest under this Agreement, nor delegate any obligation to be performed under this Agreement (an “assignment”), without ABC’s prior written consent. For purposes of this Section 14, LICENSEE shall be deemed to have attempted to assign its rights under this Agreement in the event of any Sale of all or substantially all of its assets, or any substantial change in the management or control of LICENSEE by merger, acquisition, consolidation or other transaction. Any such attempted assignment in contravention of this Section 14 shall be void and ineffective. ABC may not assign its rights and delegate its duties hereunder to any of its Affiliates without prior written consent of LICENSEE.

15. COMPLIANCE WITH U.S. REGULATIONS. Nothing contained in this Agreement shall require or permit LICENSEE or ABC to do any act inconsistent with the requirements of: (a) the regulations of the United States Department of Commerce; (b) the foreign assets controls or foreign transactions controls regulations of the United States Treasury Department; or (c) of any similar United States law, regulation or executive order as the same may be in effect from time to time.

16. PUBLICITY. Each Party shall submit to the other proposed copy of all advertising wherein the name, trademark, code, specification or service mark of the other Party is mentioned; and neither Party shall publish or use such advertising without the other’s prior written approval. Such approval shall be granted or withheld as promptly as possible (usually within ten (10) days), and may be withheld only for good cause.

17. SURVIVAL OF OBLIGATIONS. The Parties’ rights and obligations which, by their nature, would continue beyond the termination, cancellation, or expiration of this Agreement shall survive such termination, cancellation, or expiration.

18. SEVERABILITY. If any provision in this Agreement shall be held to be invalid or unenforceable, the remaining portions shall remain in effect. In the event such invalid or unenforceable provision is considered an essential element of this Agreement, the Parties shall promptly negotiate a replacement provision.

19. NON-WAIVER. No waiver of the terms and conditions of this Agreement, or the failure of either Party strictly to enforce any such term or condition on one or more occasions shall be construed as a waiver of the same or of any other term or condition of this Agreement on any other occasion.

20. NOTICES. All notices, requests, demands, consents, agreements and other communications required or permitted to be given under this Agreement shall be in writing and shall be mailed to the Party to whom notice is to be given, by facsimile, and confirmed by first class mail, postage prepaid, and properly addressed as follow (in which case such notice shall be deemed to have been duly given on the day the notice is first received by the Party):

ABC Corporation XYZ
Attn: Attn:





Korea

Facsimile No.: Facsimile No.:
Telephone No.: Telephone No.:

With a Copy to:

ABC Corporation

Attn: Chief Financial Officer

Facsimile No.:
Telephone No.:

And With a Copy to: And With a Copy to:


Facsimile No.: Facsimile No.
Telephone No.: Telephone No.:

The above addresses can be changed by providing notice to the other Party in accordance with this Section.

21. PUBLICATION OF AGREEMENT. Except as may otherwise be required by law or as reasonably necessary for performance hereunder, each Party shall keep this Agreement and its provisions confidential, and shall not disclose this Agreement or its provisions without first obtaining the written consent of the other Party, which consent shall not be unreasonably withheld. The confidentiality obligations hereunder do not apply to the existence of this Agreement or the fact that ABC and LICENSEE have executed this Agreement, but do apply to the terms and conditions of this Agreement. Any press release or other announcement by either Party concerning the entering into of this Agreement shall be subject to the prior written approval of other Party, which approval shall not be unreasonably withheld. In case a press release or other public announcement to the effect of the Parties’ entering into of this Agreement is issued by either Party pursuant to the preceding sentence, (i) ABC may thereafter make a press release or other public announcement to the effect that LICENSEE is one of ABC’s licensees for Multibeam DVD-ROM Drives without prior written approval of LICENSEE, and (ii) LICENSEE may thereafter make a press release or other public announcement to the effect that LICENSEE is licensed by ABC for Multibeam DVD-ROM Drives without prior written approval of ABC.

22. APPLICABLE LAW; VENUE. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard to conflict of laws principles. Except as expressly provided in Section 14, any dispute, claim or controversy, or difference arising out of or relating to, or in connection with this Agreement, or the breach or validity hereof, shall be finally settled either in Seoul if LICENSEE is a respondent or in New York City if ABC is a respondent, by arbitration pursuant to the U.S.-Korean Commercial Arbitration Agreement of December 1, 1974, by which each party hereto is bound.

23. LATE CHARGE. ABC may charge the other a late charge, with respect to any amounts that LICENSEE owes hereunder and fails to pay on or before the due date, in an amount equal to the lesser of one and five-tenths percent (1.5%) per month, pro-rated, or the maximum amount permitted by law.

24. ATTORNEYS’ FEES. In the event of any proceeding to enforce the provisions of this Agreement, the prevailing Party (as determined by the court) shall be entitled to reasonable attorneys’ fees as fixed by the court.

25. HEADINGS. All headings used in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement or any clause. Reference to “third party” or “third parties” shall not mean either Party.

26. ENTIRE AGREEMENT. The terms and conditions contained in this Agreement supersede all prior and contemporaneous oral or written understandings between the Parties with respect to the subject matter thereof and constitute the entire agreement of the Parties with respect to such subject matter. Such terms and conditions shall not be modified or amended except by a writing signed by authorized representatives of both Parties.

27. INDEPENDENT CONTRACTORS. The relationship between ABC and LICENSEE is that of independent contractors. ABC and LICENSEE are not joint venturers, partners, principal and agent, master and servant, employer or employee, and have no other relationship other than independent contracting parties.

28. U.S. DOLLARS. All payments to be made hereunder shall be made in Dollars of the United States of America by wire-transfer and at a bank to be designated by the payee, except as set forth in Section 4.f.

29. FORCE MAJEURE. Neither Party shall be in default or liable for any loss or damage resulting from delays in performance or from failure to perform or comply with terms of this Agreement (other than the obligation to make payments, which shall not be affected by this provision) or, in the case of LICENSEE, to cure a default within the time specified in Section 12.b hereof with respect to the making of any report hereunder due to any causes beyond its reasonable control, which causes include but are not limited to Acts of God or the public enemy; riots and insurrections; war; fire, earthquakes or storms; strikes and other labor difficulties (whether or not the Party is in a position to concede to such demands); embargoes; judicial action; lack of or inability to obtain export permits or approvals, necessary labor, materials, energy, components or machinery; and acts, regulations or laws of civil or military authorities.

30. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which may be executed by less than all of the parties, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.


IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date.


ABC Corporation XYZ.




By: By:
(Signature) (Signature)

(Print Name & Title) (Print Name & Title)



EXHIBIT A



Authorized ASIC Makers:

1.

1.

3.

4.

5.


Authorized Optics Makers:

I.

I.

3.

4.

5.


EXHIBIT B

Trademarks

“POWERED BY ABC”

“TRUE X”

“ABC”

“MULTIBEAM”


EXHIBIT C

Terms of Sale of Multibeam DVD Drives to ABC


The price paid by ABC for Multibeam DVD-ROM Drives manufactured by, or for, LICENSEE, shall be a commercially reasonable price paid to such LICENSEE for such Multibeam DVD-ROM Drives, for similar quantities ordered, during the six (6) months preceding the date of Sale to ABC. Such Sale shall be made pursuant to the terms of ABC’s standard purchase order for Multibeam DVD-ROM Drives. The purchase price for such Multibeam DVD-ROM Drives shall be paid no later than sixty (60) days following the delivery of the Multibeam DVD-ROM Drives to ABC.



EXHIBIT D

TRADEMARK LICENSE AGREEMENT


This TRADEMARK LICENSE AGREEMENT (the “Agreement”) is made as of the 8th day of _________, 1999, by and between ABC Corporation, a _______________ corporation, located at _____________________________ (hereinafter “ABC”), andXYZ, a Korean corporation, located at __________________________Korea (hereinafter “LICENSEE”).


W I T N E S S E T H


WHEREAS, ABC is the owner of Trademark Application Nos. ___________ for the mark “________,” filed July 24, 1997, for inter alia “optical disc drives and parts therefor;” and ____________ for the mark “POWERED BY ABC,” filed June 22, 1998, for inter alia “optical disc drives and parts therefor;” and

WHEREAS, LICENSEE desires a license to use the trademarks “TRUE X” and “POWERED BY ABC” (hereinafter referred to as “the Marks”) in connection with multibeam optical drives; and

WHEREAS, LICENSEE also desires to use ABC’s trade name, “ABC Corporation.” (hereinafter referred to as “the ABC Name”) in connection with advertising and promotion of its multibeam optical drives which contain ABC’s technology.


NOW, THEREFORE, the parties agree:

1. Grant of License.

a. ABC grants LICENSEE a non-exclusive, royalty-free license to use the Marks only in connection with LICENSEE’s multibeam optical drives which contain ABC’s technology.

b. ABC grants LICENSEE a non-exclusive, royalty-free license to use the ABC Name in connection with the advertising and promotion of LICENSEE’s multibeam optical drives which contain ABC’s technology.

c. ABC expressly retains ownership of the Marks and the ABC Name and all other rights not expressly granted to LICENSEE herein.

d. LICENSEE hereby acknowledges ABC’s ownership of the Marks and ABC Name, and agrees that it will not, during or after this License Agreement, contest the validity of this Agreement or ABC’s ownership of the Marks or the ABC Name.
e. LICENSEE agrees that it will always use the symbol ™ in connection with the Marks and/or such other legend as may be reasonably requested by ABC to appear where appropriate in connection with LICENSEE’s use of the Marks.

2. Term. The term of this Agreement shall commence on the date of execution and shall continue so long as LICENSEE sells multibeam optical drives which contain ABC’s technology, or unless terminated in accordance with the termination provisions set forth in paragraph 11 (below).

3. Sublicense and Assignment. LICENSEE may not sublicense the rights granted herein without ABC’s prior written approval.

4. Territory. The territory of this Agreement is the United States of America and its territories (“U.S.”).

5. Quality Control. LICENSEE represents that it shall maintain the same high quality, standards and manufacturing specifications for the multibeam optical drives that display the Marks as it maintains for its other multibeam optical drives.

6. Right of Inspection.

a. On a bi-yearly basis, upon reasonable advance notice and during normal business hours to LICENSEE, ABC shall be provided access to LICENSEE’s manufacturing facilities to conduct an inspection to confirm‎ LICENSEE’s compliance with the quality standards agreed to by the parties.

b. Upon request, LICENSEE shall provide ABC with samples of the finished product for inspection and approval.

7. Advertising and Promotion.

a. Any advertising and promotional materials concerning LICENSEE’s multibeam optical drives on which the Marks will be used and/or which will contain the ABC Name (which do not originate from ABC) and which LICENSEE intends to use, shall be provided to ABC prior to their use.

b. ABC shall have the right to reasonably criticize such materials within five (5) days from their receipt. Failing criticism within this time, said materials shall be deemed approved.

c. Should ABC reasonably criticize any of the materials and should LICENSEE ignore such criticism by failing to remedy it on three separate occasions, ABC shall have the right to terminate this Agreement in accordance with the provisions of paragraph 11 hereunder.

8. Trademark Infringement.

a. LICENSEE shall apprise ABC as soon as practicable of any infringement of the Marks and the ABC Name that comes to its attention.

b. ABC, at its sole cost and expense and in its own name, and at its sole discretion, may prosecute any action or proceeding which it deems necessary or desirable to protect the Marks and the ABC Name, including, but not limited to, actions or proceedings involving infringement of the Marks or the ABC Name. LICENSEE shall fully cooperate with ABC’s efforts to prosecute or defend any action or proceeding.

c. LICENSEE shall not commence any action or proceeding alleging infringement of the Marks or the ABC Name without the prior written consent of ABC.

d. Any and all damages recovered in any action or proceeding commenced by ABC which relate to a claim of infringement shall belong solely and exclusively to ABC.

9. Maintenance of Trademarks. ABC hereby represents that it shall be responsible for the prosecution of the applications for the Marks. When necessary, LICENSEE shall cooperate and assist ABC in obtaining and maintaining the registrations of the Marks, including providing evidence of use or other necessary assistance. ABC shall be solely responsible for all costs in prosecuting, registering and maintaining the Marks.

10. Indemnification

a. LICENSEE hereby indemnifies ABC, including its officers, directors, agents and employees, and shall hold the same harmless from and against any claims, suits, liabilities, causes of action, damages or expenses (including reasonable attorneys’ fees) arising out of any unauthorized use by LICENSEE of the Marks and/or the ABC Name, as well as any claims, suits, liabilities, causes of action, damages or expenses (including reasonable attorneys’ fees) associated with LICENSEE’s manufacture of multibeam optical drives and any use of LICENSEE’s multibeam optical drives on which the Marks and the ABC Name are displayed.

b. ABC shall indemnify LICENSEE, including its officers, directors, agents and employees, and shall hold the same harmless from and against any claims, suits, liabilities, causes of action, damages or expenses arising out of or in connection with any claim of trademark or trade name infringement asserted against LICENSEE by third parties relating to LICENSEE’s use of the Marks and the ABC Name as authorized by this Agreement provided that LICENSEE shall give reasonably prompt notice, cooperation and assistance, other than financial assistance, to ABC relative to any claim or suit; and LICENSEE’s liability for any loss, claim or damage is not covered by any insurance policy then in effect on behalf of LICENSEE or any recovery thereunder is less than the amount of LICENSEE’s liability for the loss, claim or damage. It is further agreed that ABC shall have the option to undertake the conduct and defense of any suit so brought.




11. Termination.

a. This Agreement, and any and all rights of LICENSEE hereunder, may be terminated by ABC upon written notice to LICENSEE, if (i) LICENSEE fails to perform or breaches a material provision of this Agreement, and (ii) LICENSEE shall not commence curing the same within fifteen (15) days after written notice from ABC, and (iii) LICENSEE thereafter fails to proceed with diligence and continuity to cure such failure or breach within thirty (30) days of said notice;

b. ABC may immediately terminate this Agreement by sixty (60) days written notice to LICENSEE if LICENSEE is acquired by, merged with or acquires any entity that is a competitor of ABC. The termination date shall be sixty (60) days from the date of written notice.

c. ABC may immediately terminate this Agreement by sixty (60) days written notice to LICENSEE if LICENSEE ceases selling multibeam optical drives which contain ABC’s technology. The termination date shall be sixty (60) days from the date of written notice.

d. LICENSEE shall have the right to terminate this Agreement at any time on sixty (60) days written notice to ABC. The termination date shall be sixty (60) days from the date of written notice.

e. Upon termination of this Agreement, the license and rights and privileges granted to LICENSEE under this Agreement shall immediately cease. In such event, ABC shall retain all of its rights to such damages therefor in law and equity.

f. Upon termination of this Agreement, LICENSEE shall furnish ABC with an itemized list of all literature and advertising and promotional material, labels, packaging, containers, and any other materials bearing the Marks and/or the ABC Name or otherwise incorporating, referring to or relating to the Marks and/or the ABC Name, whether located on LICENSEE’s premises or at the disposal of LICENSEE at any other location.

g. Upon termination of this Agreement, except for reason of a breach by LICENSEE, LICENSEE shall be entitled for an additional period of one hundred twenty (120) days (hereinafter referred to as the “Sell-Off” period) from the termination date to dispose of the multibeam optical drives on which the Marks and/or ABC Name are displayed.

12. Notices.

a. All notices hereunder shall be in writing and all notices and statements to be given at the respective addresses the parties set forth below, unless notification of a change of address is given in writing:

If to ABC:
ABC Corporation
Attn:




If to LICENSEE:
LG ELECTRONICS INC.
Attn: Hyung Joon Kim
19-1, Cheongho-Ri, Jinwuy-Myun,
Pyungtaik-City, Kyunggi-Do,
451-713 Korea

b. Notice sent by mail, postage prepaid, or by facsimile, shall be deemed to have been given at the time of mailing or transmission, as the case may be.

13. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law. Any dispute, claim or controversy arising out of or relating to this Agreement, or the breach thereof, shall be finally settled either in Seoul if LICENSEE is a respondent or in New York City if ABC is a respondent, by arbitration pursuant to the U.S.-Korean Commercial Arbitration Agreement of December 1, 1974, by which each party hereto is bound.

14. Severability of Provisions and Titles. Any provision of this Agreement which shall be or be determined to be invalid shall be ineffective, but such invalidity shall not affect the remaining provisions hereof. The titles to the paragraphs hereof are for convenience only and have no substantive effect.

15. Confidentiality. Information received by LICENSEE from ABC regarding ABC’s business is confidential and shall not be disclosed to any third parties.

16. Miscellaneous. This Agreement shall be binding upon and inure to the benefit of the parties, their related companies, and respective successors and assigns.

17. Entire Agreement. This Agreement constitutes the entire Agreement between the parties hereto relating to the subject matter hereof, and supersedes any prior agreement or understanding. There are no terms, obligations, covenants, representations, statements or conditions other than those contained herein. No variation or modification of this Agreement nor waiver of any of the terms and provisions hereof shall be deemed valid unless in writing, signed by both parties hereto.


IN WITNESS WHEREOF, the parties have caused their duly authorized officers, having all requisite power and authority to enter into this Trademark License Agreement, to execute this Agreement as of the date first written above.

ABC Corporation



By:
Name:
Title: President & CEO


XYZ.


By:
Name:
Title: Vice President



EXHIBIT E

Certificate Regarding Royalties

The undersigned, LG ELECTRONICS INC., (“LICENSEE”) provides the following information to ABC Corporation (“ABC”) pursuant to the Drive License Agreement entered into between LICENSEE and ABC (“Agreement”). All capitalized terms used in this Certificate have the definitions ascribed to them in the Agreement.

This Certificate reflects the Royalties payable by LICENSEE for the calendar quarter ended ___________________.

General Information Regarding Sale Selling Price Paid Royalties Payable
Date of Sale Country of Sale If Sold toRelated Buyer, Identify Buyer Number ofMultibeam DVD-ROM Drives Sold


The undersigned hereby certifies that the foregoing represents an accurate and complete record of all royalties due and payable by LICENSEE for the calendar quarter specified as required under the terms of the Agreement.

Dated: .


LG ELECTRONICS INC.

By:
(Signature)

(Print Name and Title)