Confidential treatment has been requested for portions of this document. This copy of the
document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by three asterisks (***). A complete version of this document has been
filed separately with the Securities and Exchange Commission.
Memorandum of Understanding
This Memorandum of Understanding (this “MOU”) is made and entered into as of February 1, 2005
by and between Kyocera Mita Corporation, a Japanese corporation, having its principal place of
business at 2-28, 1-chome, Tamatsukuri, Chuo-ku, Osaka 540-8585, Japan (“KMC”) and Peerless
Systems Corporation, a Delaware corporation, having its principal place of business at 2381
Rosecrans Avenue, El Segundo, CA 90245 (“Peerless”).
WHEREAS, each of KMC and Peerless desire to enter into a three (3) year understanding wherein
Peerless will assist KMC in developing certain high speed controllers and controller technologies;
WHEREAS, as compensation for Peerless assisting in such development, KMC intends to pay to
Peerless at least eight million dollars ($8,000,000) per annum in accordance with the terms and
conditions set forth herein.
For the purpose of forming this business alliance between KMC and Peerless, KMC and Peerless
agree as follows:
1 Consignment of Development
1.1 KMC will retain Peerless and Peerless accepts such retention for the development of new
products under the terms and conditions set forth in this MOU (“Development”). The immediate
target products which are expected to be developed during the initial three (3) year term of this
MOU (“Immediate Products”) are as follows:
(2) ***; and
1.2 Other target products to be developed by Peerless during the term of the Development
(including initial term of three (3) years) shall be separately agreed upon in writing by the
parties. Immediate Products and other target products to be agreed by the