QuickLinks -- Click here to rapidly navigate through this document
AGREEMENT (hereinafter called this "Agreement") made as of this 27 th day of October, 2000 between Alexey
Vladimierevich Afanasiev (hereinafter called the "Inventor"), and PerfectData Corporation (hereinafter called the "Opionee").
WHEREAS, the Inventor is the owner of certain Intellectual Property (herein defined) and the Inventor desires to grant the
Optionee an option to purchase or license the Intellectual Property.
NOW THEREFORE, in consideration of the premises, the mutual covenants herein set forth and other good and valuable
consideration, including the Optionee and the Inventor entering into an interim license agreement of even date hereof (the
"Interim License Agreement"), the Inventor and the Optionee hereby agree as follows:
1. Definitions. The following terms shall have the following meaning:
"Copyright(s)" means any work containing copyrightable subject matter that Inventor owns or has the right to license to
others that relates to the Licensed Product(s), including without limitation works registered with the Copyright Office of the
United States or any foreign country or works for which an application to register the work with the Copyright Office of the
United States or any foreign country has been filed.
"Intellectual Property" means the entire right, title, and interest in and to all proprietary rights encompassed within the
categories of Copyright(s), Know-How, mark, and patent(s).
"Know-How" means technology, inventions, designs, drawings, processes, recipes, formulae, data, technical information,
and other intellectual, industrial, or commercial property that are known to and possessed by Inventor as of the date the option
is exercised and that relate to the Licensed Product(s).
"Licensed Product(s)" means product(s) that incorporate the Intellectual Property, any improvement(s),or any portion(s) of
the Intellectual Property or improvemen