* Confidential treatment has been granted or requested with respect to portions of this exhibit, and such
confidential portions have been deleted and separately filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 or Rule 406.
FRAM TECHNOLOGY LICENSE AGREEMENT
THIS FRAM TECHNOLOGY LICENSE AGREEMENT (the "Agreement"), effective as of the 15th day of
November, 2001, is entered into by and between RAMTRON INTERNATIONAL CORPORATION
("Ramtron"), a Delaware corporation having its principal office at 1850 Ramtron Drive, Colorado Springs,
Colorado 80921, USA, and NEC CORPORATION, a Japanese corporation, having its principal office at 5-
Chome 7-1, Shiba, Minato-Ku, Tokyo, 108-8001, Japan ("NEC").
R E C I T A L S
A. Ramtron has developed and is developing a state-of-the-art ferroelectric semiconductor technology.
B. NEC wishes to obtain from Ramtron, and Ramtron is willing to grant to NEC a license to certain ferroelectric
intellectual property rights (as defined herein) for use in the design, development, manufacture and sale of
specified licensed products.
C. The parties desire to set forth the terms and conditions of the license agreement.
NOW, THEREFORE, in consideration of the recitals and the mutual covenants contained herein and for good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Ramtron and NEC
hereby agree as follows:
ARTICLE 1 - DEFINITIONS
When used in this Agreement, the following terms have the following meanings:
1.1 "Affiliate" or "affiliate" means any enterprise, whether a corporation, unincorporated association, joint venture,
partnership or otherwise, in which a person or corporation, or any holding company or subsidiary of such
corporation, or any holding company or subsidiary of such holding company, participates directly or indirectly,
and if in relation to such enterprise, such person, corporation or any such holding company or subsidiary has the
power to appoint the management thereof, o