***Confidential Portions of this document have been redacted and filed separately with the Commission
LICENSE AND REMARKETER AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into as of February 14, 2003 (the "Effective Date"), by and
between American Technology Corporation, located at 13114 Evening Creek Drive South, San Diego,
California 92128 ("ATC"), and General Dynamics Armament and Technical Products, Inc., located at 128
Lakeside Avenue, Burlington, Vermont 05401 ("GDATP").
WHEREAS, ATC has developed or acquired and owns or has the right to license, certain patent rights, technical
information and know-how, including trade secrets and copyrights therein, relating to the design, manufacture,
testing, operation and maintenance of certain transducers and high intensity directed acoustics; and
WHEREAS, GD-ATP desires to obtain an exclusive, worldwide license to make, have made, use and sell
Products (defined below) and sell ATC Products (defined below) for and to Customers (defined below) for
Applications (defined below), which use or incorporate the Technologies (defined below);
NOW, THEREFORE, for and in consideration of the covenants and undertakings herein provided, and other
good and valuable consideration, the receipt and sufficiency of which is reciprocally acknowledged, IT IS
AGREED AS FOLLOWS:
"Affiliate" means, with respect to any person or entity, any present or future entity directly or indirectly controlling,
controlled by, or under common control with such person or entity. With respect to GD-ATP, the term
"Affiliates" includes, but is not limited to, General Dynamics Corporation and any direct or indirect subsidiary of
General Dynamics Corporation.
"Agreement Year" means, for the first Agreement Year, the period commencing on the Effective Date and ending
December 31, 2003, and thereafter, each successive calendar year during the Term.
"Applications" means the applications listed in Attachment A.
"ATC Products" means the Produc