* Confidential treatment has been granted or requested with respect to portions of this exhibit, and such portions
have been replaced with "**". Such confidential portions have been deleted and separately filed with the
Securities and Exchange Commission pursuant to Rule 24b-2.
TRIPARTITE TECHNOLOGY AGREEMENT
This TRIPARTITE TECHNOLOGY AGREEMENT (the "Agreement") is dated this 15th day of April, 1997,
by and among Ramtron International Corporation ("Ramtron" and/or "Licensor"), a Delaware corporation having
its principal office at 1850 Ramtron Drive Colorado Springs, Colorado 80921, Racom Systems Inc. ("Racom"),
a Delaware corporation having its principal office at 6080 Greenwood Plaza Boulevard, Englewood, Colorado
80111, and Intag International Limited ("Intag"), a company incorporated in Australia, having its principal office
at Kyle House, 9th Floor, 27-31 Macquarie Place, Sydney, NSW 2000, Australia.
R E C I T A L S
A. Ramtron has developed and owns certain confidential and proprietary thin- film ferroelectric technology
pertaining to (i) the manufacture and production of nonvolatile, random access semi-conductor memory devices
that utilize binary polarization states on the hysteresis curve of ferroelectric material,
(ii) technology pertaining to the material and process for the formation of ferroelectric film, and (iii) unipolar high
dielectric materials and processes; including, but not limited to, the technology described in the patents listed in
Schedule 1 to this Agreement.
B. Ramtron and Racom entered into a Technology License Agreement dated October 23, 1991 (the "License
Agreement") whereunder Ramtron licensed its Ferroelectric Technology to Racom for use in the design,
manufacture, sale, lease and distribution of Ferroelectric RF/ID Products, as such term is defined in the License
C. Ramtron and Racom entered into a Supply Agreement dated October 23, 1991 (the "Supply Agreement")
whereunder Ramtron agreed to manufacture on behalf of and supply to Racom, and Ra