PATENT LICENSE AGREEMENT
THIS AGREEMENT, made and entered into by and between Nippon Conlux Co., Ltd., (hereinafter referred to
as "Conlux"), a corporation organized and existing under the laws of Japan, with its principal place of business at
2-2, Uchisaiwai-cho 2-chome, Chiyoda-ku, Tokyo, Japan, and Drexler Technology Corporation (hereinafter
referred to as "DTC"), a corporation organized and existing under the laws of the State of Delaware, the United
States of America, with its principal place of business at 1077 Independence Avenue, Mountain View, CA
WHEREAS, Conlux possesses a number of patents with regard to an optical information recording and/or
reproducing apparatus for optical cards; and
WHEREAS, DTC desires to have a licensing agreement with regard to the patents which Conlux possesses.
Conlux is prepared to grant that license to DTC under the following conditions;
NOW, THEREFORE, in consideration of the forgoing and the obligations hereunder, the parties hereto agree as
ARTICLE 1. DEFINITIONS
As used in this Agreement, the following terms shall have the following meanings:
1. The term "Patent Rights" shall mean patents and pending patent applications, except for Japanese patents and
pending Japanese patent applications, which Conlux possesses and has control over, as listed on the Patent List
2. The term "Product" shall mean an optical information recording and/or reproducing apparatus for optical cards.
3. The term "Component Parts" shall mean the individual parts which constitute the Product and the parts for
assembly of individual parts.
4. The term "Net Selling Price" shall mean the price at which DTC sells the Product to its customers, from which
has been deducted, (a) all taxes imposed at the time of sales; (b) returned Products; (c) discounts; (d) volume
discounts; (e) shipping costs; (f) insurance fees; (g) packaging costs; and (h) in the event that Component Parts
imported from Conlux are