-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RT8KPyml/CgdnTneSV20XhIJmg6n0lv9+CEk0ghQwHnu7iAf5lf2AG3NQJPVeLaS fPc4k72QBx3dLG6ib2rN7Q== 0000849502-97-000024.txt : 19970912 0000849502-97-000024.hdr.sgml : 19970912 ACCESSION NUMBER: 0000849502-97-000024 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970829 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAMTRON INTERNATIONAL CORP CENTRAL INDEX KEY: 0000849502 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 840962308 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-17739 FILM NUMBER: 97672627 BUSINESS ADDRESS: STREET 1: 1850 RAMTRON DR CITY: COLORADO SPRINGS STATE: CO ZIP: 80921 BUSINESS PHONE: 7194817000 MAIL ADDRESS: STREET 1: 1850 RAMTRON DR CITY: COLORADO SPRINGS STATE: CO ZIP: 80921 10-K/A 1 AMENDMENT NO.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------------- FORM 10-K/A / X / ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 1996 / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to ---------- ---------- Commission File Number 0-17739 RAMTRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 84-0962308 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1850 Ramtron Drive, Colorado Springs, Colorado 80921 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (719) 481-7000 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: Common Stock ($.01 par value) (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes / X / No / / Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. / / As of March 21, 1997, 36,996,742 shares of the Registrant's Common Stock were outstanding. The aggregate market value of Registrant's Common Stock held by non-affiliates (based upon the average bid and ask prices of the Common Stock, as reported on the Nasdaq National Market system on March 21, 1997) was approximately $103,300,000. DOCUMENTS INCORPORATED BY REFERENCE The registrant's definitive proxy statement (the "Proxy Statement") to be prepared pursuant to Schedule 14A and filed in connection with solicitation of proxies for its Annual Meeting of Stockholders, to be held on May 29, 1997, is incorporated by reference into Part III of this Annual Report on Form 10-K. PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following documents are filed as a part of this report: (1) Financial Statements. The following Consolidated Financial Statements of the Company and the Report of Independent Accountants are incorporated by reference from the indicated pages of the Company's 1996 Annual Report to Stockholders: Report of Independent Public Accountants Consolidated Balance Sheets as of December 31, 1996 and 1995 Consolidated Statements of Operation for the years ended December 31, 1996, 1995 and 1994 Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the years ended December 31, 1996, 1995 and 1994 Consolidated Statements of Cash Flow for the years ended December 31, 1996, 1995 and 1994 Notes to Consolidated Financial Statements (2) Financial Statement Schedules Schedule II: Valuation and Qualifying Accounts All other schedules are omitted because they are not required, or not applicable, or because the required information is included in the financial statements or notes thereto. 3. Exhibits
Exhibit Number ------- 3.1 Certificate of Incorporation of Registrant, as amended. 3.2 Bylaws of Registrant, as amended. 10.1 Registrant's Amended and Restated 1986 Stock Option Plan and forms of Incentive Stock Option Agreement, Nonstatutory Stock Option Agreement and Stock Purchase Agreement.(1) 10.2 Registrant's amended 1989 Nonstatutory Stock Option Plan and forms of Nonstatutory Stock Option Agreement and Stock Purchase Agreement.(2) 10.3 Form of Nonstatutory Stock Option Agreement for option grants outside the 1986 Plan, including schedule identifying optionees.(3) 10.4 Common Stock Purchase Option of Registrant dated October 4, 1989 issued to Global Alliance Pty. Ltd.(4) 10.5 Form of Invention and Non-Disclosure Agreement between Registrant and employees.(5) 10.6 Indemnification Agreement dated March 7, 1990 between Oren L. Benton and George J. Stathakis.(10) 10.7 Technology License Agreement dated October 25, 1991 between Registrant and Racom Systems, Inc.(6) 10.8 Supply Agreement dated October 25, 1991 between Registrant and Racom Systems, Inc.(6) 10.9 Shareholders' Agreement dated October 25, 1991 among Registrant, Racom Systems, Inc., AWA Limited and Intag International Limited.(6) 10.10 Letter Agreement dated December 18, 1991 between Oren L. Benton and George J. Stathakis.(6) 10.11 Hitachi-Ramtron Addendum to Letter of Intent dated August 24, 1992 between Registrant and Hitachi.(8) 10.12 Product Development Agreement between Racom Systems, Inc. and Registrant dated September 17, 1992.(7) 10.13 Letter Agreement between Registrant and Lehman Brothers Inc. dated July 21, 1993.(9) 10.14 Amendment to Technology License Agreement and Supply Agreement between Registrant and Racom Systems, Inc. dated March 31, 1994.(2) *10.15 High-Density FRAM Cooperation Agreement between Registrant and Hitachi, Ltd. dated April 25, 1994.(2) *10.16 Memorandum of Understanding dated April 25, 1994 between the Registrant and Hitachi.(11) *10.17 Cooperative Agreement for License Manufacturing of FRAM Product between Registration and Rohm Co., Ltd. dated August 3, 1994.(2) *10.18 Stock Purchase Agreement between Registrant, Intag International Limited and Racom Systems, Inc. dated November 14, 1994.(2) 10.19 First Amendment to Shareholders Agreement between Registrant, Intag International Limited and Racom Systems, Inc. dated November 14, 1994.(2) *10.20 Second Amendment to Technology License Agreement and Supply Agreement between Registrant, Intag International Limited and Racom Systems, Inc. dated February 17, 1995.(2) 10.21 1995 Stock Option Plan and forms of Incentive Stock Option Agreement and Nonstatutory Stock Option Agreement.(10) 10.22 Employment Agreement effective April 1, 1995 between the Registrant and L. David Sikes.(10) *10.23 Agreement for EDRAM Design and Purchase of Products dated April 26, 1995 between the Registrant and IBM.(11) *10.24 Memorandum for Payment under High-Density FRAM Cooperation Agreement dated May 11, 1995 between the Registrant and Hitachi.(11) *10.25 Memorandum of Understanding dated May 8, 1995 among the Registrant, Intag and Racom.(11) 10.26 Ramtron Employment Security and Incentive Programs Memorandum dated May 12, 1995 and Amendment No. 1 to Incentive Program.(10) *10.27 Termination Agreement dated May 17, 1995 among the Registrant, Nippon Steel and UMI.(11) *10.28 Transit Foundry Agreement dated May 23, 1995 between EMS and Nippon Steel.(11) *10.29 FRAM Technology License Agreement dated July 31, 1995 between the Registrant and Toshiba.(11) 10.30 Agreement for (1) Sale of Certain Ramtron Debt to BEA, (2) Conversion of Such Transferred Debt and Conversion of Benton and NEBF Debt into Ramtron Equity Interest and (3) Provision of $12.0 Million Credit Facility to Ramtron dated July 28, 1995 among the Registrant; the Fund; Oren L. Benton and the bankruptcy estates of CSI Enterprises, Inc., Energy Fuels, Ltd., Oren L. Benton, Energy Fuels Exploration Co. and Nuexco Trading Corporation; BEA; and Nordostschweizerische Kraftwerks AG (NOK), Kernkraftwerk Gosgen-Daniken AG and Kernkraftwerk Leibstadt AG.(10) *10.31 Symetrix/Ramtron Ferroelectric Cross License Agreement dated as of August 11, 1995 between the Registrant and Symetrix.(11) 10.32 Loan Agreement dated August 31, 1995 between the Registrant and the Fund.(10) 10.33 Promissory Note dated August 31, 1995 in the maximum principal amount of $12,000,000 made by the Registrant in favor of the Fund.(10) 10.34 Warrant to Purchase 4,028,485 shares of Common Stock dated August 31, 1995 issued by the Registrant to the Fund.(10) 10.35 Warrant to Purchase 1,861,216 shares of Common Stock dated August 31, 1995 issued by the Registrant to the Oren Lee Benton, Debtor in Possession.(10) 10.36 Agreement dated as of August 31, 1995 between Mr. Benton, Debtor in Possession, and BEA.(10) *10.37 First Amendment to Symetrix/Ramtron Ferroelectric Cross License Agreement dated September 13, 1995 between the Registrant and Symetrix.(11) *10.38 Memorandum of Understanding dated September 21, 1995 between the Registrant and Hitachi.(11) *10.39 Amendment dated September 21, 1995 to High-Density FRAM Cooperation Agreement between the Registrant and Hitachi.(11) *10.40 Supplement-1 dated September 28, 1995 to Cooperative Agreement for License Manufacturing of FRAM Product between the Registrant and Rohm.(11) 10.41 Warrant to Purchase 1,100,000 shares of Common Stock dated October 5, 1995 issued by the Registrant to the Oren Lee Benton, Debtor in Possession.(10) *10.42 FRAM Technology License Agreement dated December 19, 1995 between the Registrant and Fujitsu.(11) *10.43 Memorandum of Understanding dated December 19, 1995 between the Registrant and Fujitsu.(11) *10.44 Amendment No. 2 to High-Density FRAM Cooperation Agreement dated March 11, 1996 between the Registrant and Hitachi, Ltd. *10.45 Amendment to Agreement dated August 30, 1996 between the Registrant and Fujitsu.(12) 10.46 Amendment No. 1 to Registrant's 1995 Stock Option Plan dated October 24, 1996. 10.47 Amendment No. 1 to Registrant's 1989 Nonstatutory Stock Option Plan dated October 24, 1996. 10.48 Amendment No. 1 to Registrant's Amended and Restated 1986 Stock Option Plan dated October 24, 1996. **10.49 (INTENTIONALLY OMITTED) *10.50 FRAM License Agreement dated December 20, 1996 between the Registrant and Samsung Electronics Co., Ltd. 11.1 Statement regarding computation of per share earnings. 23.1 Consent of Independent Public Accountants 27.1 Financial Data Schedule * Confidential treatment has been granted or requested with respect to portions of this exhibit, and such confidential portions have been deleted and separately filed with the Securities and Exchange Commission pursuant to Rule 24b-2 or Rule 406. ** Exhibit 10.49 has been intentionally omitted as it has been deemed not material and the request for confidential treatment of portions of that exhibit have been withdrawn. - ----------- (1) Incorporated by reference to the Company's Annual Report on Form 10-K (Commission File No. 0-17739) for the year ended June 30, 1991, filed with the Securities and Exchange Commission on September 30, 1991. (2) Incorporated by reference to the Company's Annual Report on Form 10-K (Commission File No. 0-17739) for the year ended December 31, 1994 filed with the Securities and Exchange Commission on April 17, 1995. (3) Incorporated by reference to Amendment No. 1 to Ramtron Holdings Limited's Registration Statement on Form 20-F under cover of Form 8 (Commission File No. 0-17121) filed with the Securities and Exchange Commission on November 14, 1988. (4) Incorporated by reference to the Company's Annual Report on Form 10-K (Commission File No. 0-17739) for the year ended June 30, 1990, filed with the Securities and Exchange Commission on October 18, 1990. (5) Incorporated by reference to Amendment No. 1 to the Company's Annual Report on Form 10-K under cover of Form 8 (Commission File No. 0-17739) for the year ended June 30, 1991, filed with the Securities and Exchange Commission on November 6, 1991. (6) Incorporated by reference to the Company's Registration Statement on Form S-1 (Commission File No. 33-44952 1-3) filed with the Securities and Exchange Commission on January 2, 1992. (7) Incorporated by reference to the Company's Annual Report on Form 10-K (Commission File No. 0-17739) for the year ended June 30, 1992 filed with the Securities and Exchange Commission on September 28, 1992. (8) Incorporated by reference to the Company's Annual Report on Form 10-K (Commission File No. 0-17739) for the year ended December 31, 1992 filed with the Securities and Exchange Commission on March 31, 1993. (9) Incorporated by reference to the Company's Annual Report on Form 10-K (Commission File No. 0-17739) for the year ended December 31, 1993 filed with the Securities and Exchange Commission on March 31, 1994. (10) Incorporated by reference to the Company's Form S-1 Registration Statement (Commission File No. 33-99898) filed with the Securities and Exchange Commission on December 1, 1995. (11) Incorporated by reference to the Company's Amendment No. 2 to the Form S-1 Registration Statement (Commission File No. 33-99898) filed with the Securities and Exchange Commission on January 31, 1996. (12) Incorporated by reference to the Company's Amendment No. 2 to the Form 10-Q (Commission File No. 0-17739) for the quarter ended September 30, 1996 and filed with the Securities and Exchange Commission on January 23, 1997.
(b) Reports on Form 8-K: On January 24, 1996, the Registrant filed a report on Form 8-K. The item reported was Item 5 - "Other Events." (c) Exhibits - See the list of Exhibits under Item 14(a)3 of this Form 10-K. (d) Financial Statement Schedules - See the list of Schedules under Item 14(a)2 of this Form 10-K. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of El Paso, State of Colorado, on August 29, 1997. RAMTRON INTERNATIONAL CORPORATION By: /S/ L. David Sikes ----------------------- L. David Sikes Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to this annual report has been signed by the following persons on behalf of the Registrant and in the capacities and on the date indicated. Signature Title Date - -------------------------- ---------------------------- -------------- /S/ L. David Sikes - -------------------------- Chairman and Chief Executive 8-29-97 L. David Sikes Officer /S/ George J. Stathakis - -------------------------- Director 8-29-97 George J. Stathakis /S/ William G. Howard - ------------------------- Director 8-29-97 William G. Howard /S/ William G. Tull - ------------------------- Director 8-29-97 William G. Tull /S/ L. T. Womack - ------------------------- Director 8-29-97 L. T. Womack /S/ Michael L. Rothschild - ------------------------- Director 8-29-97 Michael L. Rothschild /S/ Greg B. Jones - ------------------------- Director, President and 8-29-97 Greg B. Jones Chief Operating Officer /S/ Richard L. Mohr - ------------------------- Executive Vice President and 8-29-97 Richard L. Mohr Chief Financial Officer EX-3.2 2 BY-LAWS BY-LAWS OF RAMTRON INTERNATIONAL CORPORATION RESTATED Ramtron International Corporation 1850 Ramtron Drive Colorado Springs, CO 80921 BY-LAWS TABLE OF CONTENTS ARTICLE I - STOCKHOLDERS SECTION 1.1 PLACE OF MEETINGS SECTION 1.2 ANNUAL MEETING SECTION 1.3 SPECIAL MEETINGS SECTION 1.4 NOTICE OF MEETINGS SECTION 1.5 VOTING LIST SECTION 1.6 QUORUM SECTION 1.7 ADJOURMENTS SECTION 1.8 VOTING AND PROXIES SECTION 1.9 ACTION AT MEETING SECTION 1.10 ACTION WITHOUT MEETING SECTION 1.11 NOTIFICATION OF BUSINESS TO BE TRANSACTED AT MEETING SECTION 1.12 STOCK LEDGER SECTION 1.13 INSPECTORS OF ELECTION SECTION 1.14 ORGANIZATION SECTION 1.15 ORDER OF BUSINESS ARTICLE II - DIRECTORS SECTION 2.1 GENERAL POWERS SECTION 2.2 NUMBER; ELECTION AND QUALIFICATION SECTION 2.3 ENLARGEMENT OF THE BOARD SECTION 2.4 TENURE SECTION 2.5 VACANCIES SECTION 2.6 RESIGNATION SECTION 2.7 REGULAR MEETINGS SECTION 2.8 SPECIAL MEETINGS SECTION 2.9 NOTICE OF SPECIAL MEETINGS SECTION 2.10 MEETINGS BY TELEPHONE CONFERENCE CALLS SECTION 2.11 QUORUM SECTION 2.12 ACTION AT MEETING SECTION 2.13 ACTION BY CONSENT SECTION 2.14 REMOVAL SECTION 2.15 COMMITTEES SECTION 2.16 COMPENSATION OF DIRECTORS ARTICLE III - OFFICERS SECTION 3.1 ENUMERATION SECTION 3.2 ELECTION SECTION 3.3 QUALIFICATION SECTION 3.4 TENURE SECTION 3.5 RESIGNATION AND REMOVAL SECTION 3.6 VACANCIES SECTION 3.7 CHAIRMAN OF THE BOARD AND VICE CHAIRMAN OF THE BOARD SECTION 3.8 PRESIDENT SECTION 3.9 VICE PRESIDENTS SECTION 3.10 SECRETARY AND ASSISTANT SECRETARIES SECTION 3.11 TREASURER AND ASSISTANT TREASURERS SECTION 3.12 SALARIES ARTICLE IV - CAPITAL STOCK SECTION 4.1 ISSUANCE OF STOCK SECTION 4.2 CERTIFICATES OF STOCK SECTION 4.3 TRANSFERS SECTION 4.4 LOST, STOLEN OR DESTROYED CERTIFICATES SECTION 4.5 RECORD DATE SECTION 4.6 DIVIDENDS ARTICLE V - INDEMNIFICATION ARTICLE VI - GENERAL PROVISIONS SECTION 6.1 FISCAL YEAR SECTION 6.2 CORPORATE SEAL SECTION 6.3 WAIVER OF NOTICE SECTION 6.4 VOTING OF SECURITIES SECTION 6.5 EVIDENCE OF AUTHORITY SECTION 6.6 CERTIFICATE OF INCORPORATION SECTION 6.7 TRANSACTIONS WITH INTERESTED PARTIES SECTION 6.8 SEVERABILITY SECTION 6.9 PRONOUNS ARTICLE VII - AMENDMENTS SECTION 7.1 BY THE BOARD OF DIRECTORS SECTION 7.2 BY THE STOCKHOLDERS BY-LAWS OF RAMTRON INTERNATIONAL CORPORATION ARTICLE I - STOCKHOLDERS 1.1 PLACE OF MEETINGS. All meetings of stockholders shall be held at such place within or without the State of Delaware as may be designated from time to time by the Board of Directors or the President or, if not so designated, at the registered office of the corporation. 1.2 ANNUAL MEETING. Annual meetings of stockholders shall be held at a time and date designated by the Board of Directors for the purpose of electing directors and transacting such other business as may properly be brought before the meeting. 1.3 SPECIAL MEETINGS. Special meetings of stockholders may be called at any time by the President or by the Board of Directors. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. 1.4 NOTICE OF MEETINGS. Except as otherwise provided by law, written notice of each meeting of stockholders, whether annual or special, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notices of all meetings shall state the place, date and hour of the meeting. The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. 1.5 VOTING LIST. The officer who has charge of the stock ledger of the corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least 10 days prior to the meeting, at a place within the city where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time of the meeting, and may be inspected by any stockholder who is present. 1.6 QUORUM. Except as otherwise provided by law, the Certificate of Incorporation or these By-Laws, the holders of the majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business. 1.7 ADJOURNMENTS. Any meeting of stockholders may be adjourned to any other time and to any other place at which a meeting of stockholders may be held under these By-Laws by the stockholders present or represented at the meeting and entitled to vote, although less than a quorum, or, if no stockholder is present, by any officer entitled to preside at or to act as Secretary of such meeting. It shall not be necessary to notify any stockholder of any adjournment of less than 30 days if the time and place of the adjourned meeting is announced at the meeting at which adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. 1.8 VOTING AND PROXIES. Each stockholder shall have one vote for each share of stock entitled to vote held of record by such stockholder and a proportionate vote for each fractional share so held, unless otherwise provided in the Certificate of Incorporation. Each stockholder of record entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action in writing without a meeting, may vote or express such consent or dissent in person or may authorize another person or persons to vote or act for him/her by written proxy executed by the stockholder or his authorized agent and delivered to the Secretary of the corporation. No such proxy shall be voted or acted upon after three years from the date of its execution, unless the proxy expressly provides for a longer period. 1.9 ACTION AT MEETING. When a quorum is present at any meeting, the holders of a majority of the stock present or represented and voting on a matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class, the holders of a majority of the stock of that class present or represented and voting on a matter) shall decide any matter to be voted upon by the stockholders at such meeting, except when a different vote is required by express provision of law, the Certificate of Incorporation or these By-Laws. Any election by stockholders shall be determined by a plurality of the votes cast by stockholders entitled to vote at the election. 1.10 ACTION WITHOUT MEETING. Any action required or permitted to be taken at any annual or special meeting of stockholders of the corporation may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such action were present and voted. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. 1.11 NOTIFICATION OF BUSINESS TO BE TRANSACTED AT MEETING. To be properly brought before a meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors; (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors; or (c) otherwise properly brought before the meeting by a stockholder entitled to vote at the meeting. Stockholders intending to bring business before a meeting must give written notice to the Secretary of the Corporation by the close of business at least 60 days in advance of the meeting or 10 days after the date on which notice of such meeting is first given to stockholders, whichever is later, either by personal delivery or by United States mail, postage prepaid, return receipt requested. Each such notice shall set forth (a) a brief description of each item of business desired to be brought before the annual meeting; (b) the name and address, as they appear on the Corporation's books of the stockholder proposing such business; (c) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to bring such business before the meeting; and (d) any material interest of the stockholder in such business. Notwithstanding anything in the By-laws to the contrary, no business shall be conducted at a meeting except in accordance with the procedures set forth in this Section 1.11. The Chairman of the meeting may refuse to transact any business not properly brought before the meeting. 1.12 STOCK LEDGER. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by section 1.5 of this Article I or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders. 1.13 INSPECTORS OF ELECTION. In advance of any meeting of stockholders, the Board of Directors may appoint one or more persons (who shall not be candidates for office) as inspectors of election to act at the meeting. If inspectors are not so appointed, or if an appointed inspector fails to appear or fails or refuses to act at a meeting, the Chairman of any meeting of stockholders may, and on the request of any stockholder or his proxy shall, appoint inspectors of election at the meeting. In the event of any dispute between or among the inspectors, the determination of the majority of the inspectors shall be binding. 1.14 ORGANIZATION. At each meeting of stockholders the Chairman of the Board of Directors, if one shall have been elected, (or in his absence or if one shall not have been elected, the President) shall act as Chairman of the meeting. The Secretary (or in his absence or inability to act, the person whom the Chairman of the meeting shall appoint as Secretary of the meeting) shall act as Secretary of the meeting and keep the minutes thereof. 1.15 ORDER OF BUSINESS. The order and manner of transacting business at all meetings of stockholders shall be determined by the Chairman of the meeting. ARTICLE II - DIRECTORS 2.1 GENERAL POWERS. The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the powers of the corporation except as otherwise provided by law, the Certificate of Incorporation or these By-Laws. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled. 2.2 NUMBER; ELECTION AND QUALIFICATION. The number of directors which shall constitute the whole Board of Directors shall be determined by resolution of the stockholders or the Board of Directors, but in no event shall be less than one. The number of directors may be decreased at any time and from time to time either by the stockholders or by a majority of the directors then in office, but only to eliminate vacancies existing by reason of the death, resignation, removal or expiration of the term of one or more directors. The directors shall be elected at the annual meeting of stockholders by such stockholders as have the right to vote on such election. Directors need not be stockholders of the corporation. 2.3 ENLARGEMENT OF THE BOARD. The number of directors may be increased at any time and from time to time by the stockholders or by a majority of the directors then in office. 2.4 TENURE. Each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until his earlier death, resignation or removal. 2.5 VACANCIES. Unless and until filled by the stockholders, any vacancy in the Board of Directors, however occurring, including a vacancy resulting from an enlargement of the Board, may be filled by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, and a director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next annual meeting of stockholders and until his successor is elected and qualified, or until earlier death, resignation or removal. 2.6 RESIGNATION. Any director may resign by delivering his written resignation to the corporation at its principal office or to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. 2.7 REGULAR MEETINGS. Regular meetings of the Board of Directors may be held without notice at such time and place, either within or without the State of Delaware, as shall be determined from time to time by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of stockholders. 2.8 SPECIAL MEETINGS. Special meetings of the Board of Directors may be held at any time and place, within or without the State of Delaware, designated in a call by the Chairman of the Board, President, two or more directors, or by one director in the event that there is only a single director in office. 2.9 NOTICE OF SPECIAL MEETINGS. Notice of any special meeting of directors shall be given to each director by the Secretary or by the officer or one of the directors calling the meeting. Notice thereof, stating the place, date and time of the meeting, shall be given to each director either by mailing written notice to his last known business or home address at least three (3) business days in advance of the meeting, or personally or by telephone, telegram, telex or similar means of communication on 24 hour notice, or on such shorter notice as the person or persons calling such meeting deem necessary or appropriate under exigent circumstances. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting. 2.10 MEETINGS BY TELEPHONE CONFERENCE CALLS. Directors or any members of any committee designated by the directors may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting. 2.11 QUORUM. A majority of the total number of the whole Board of Directors shall constitute a quorum at all meetings of the Board of Directors. In the event one or more of the directors shall be disqualified to vote at any meeting, then the required quorum shall be reduced by one for each such director so disqualified; provided, however, that in no case shall less than one-third (1/3) of the number so fixed constitute a quorum. In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present. 2.12 ACTION AT MEETING. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of those present shall be sufficient to take any action, unless a different vote is specified by law, the Certificate of Incorporation or these By-Laws. 2.13 ACTION BY CONSENT. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee of the Board of Directors may be taken without a meeting, if all members of the Board or committee, as the case may be, consent to the action in writing, and the written consents are filed with the minutes of proceedings of the Board or committee. 2.14 REMOVAL. Any one or more or all of the directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except that the directors elected by the holders of a particular class or series of stock may be removed without cause only by vote of the holders of a majority of the outstanding shares of such class or series. 2.15 COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors and subject to the provisions of the General Corporation Law of the State of Delaware, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Each such committee shall keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these By-Laws for the Board of Directors. 2.16 COMPENSATION OF DIRECTORS. Directors may be paid such compensation for their services, including, without limitation, for their service on committees of the Board of Directors, and such reimbursement for expenses of attendance at meetings of the Board of Directors and meetings of committees of the Board of Directors, as the Board of Directors may from time to time determine. No such payment shall preclude any director from serving the corporation or any of its parent or subsidiary corporations in any other capacity and receiving compensation for such service. ARTICLE III - OFFICERS 3.1 ENUMERATION. The officers of the corporation shall consist of a President, a Secretary, a Treasurer and such other officers with such other titles as the Board of Directors shall determine, including Chairman of the Board, a Vice-Chairman of the Board and one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries. The Board of Directors may appoint such other officers as it may deem appropriate. 3.2 ELECTION. The President, Treasurer and Secretary shall be elected annually by the Board of Directors at its first meeting following the annual meeting of stockholders. Other officers may be appointed by the Board of Directors at such meeting or at any other meeting. 3.3 QUALIFICATION. No officer need be a stockholder. Any two or more offices may be held by the same person. 3.4 TENURE. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, each officer shall hold office until his successor is elected and qualified, unless a different term is specified in the vote choosing or appointing him/her, or until his earlier death, resignation or removal. 3.5 RESIGNATION AND REMOVAL. Any officer may resign by delivering his written resignation to the corporation at its principal office or to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any officer may be removed at any time, with or without cause, by vote of a majority of the entire number of directors then in office. Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following his resignation or removal, or any right to damages on account of such removal, whether his compensation be by the month or by the year or otherwise, unless such compensation is expressly provided in a duly authorized written agreement with the corporation. 3.6 VACANCIES. The Board of Directors may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled for such period as it may determine any offices other than those of President, Treasurer and Secretary. Each such successor shall hold office for the unexpired term of his predecessor and until his successor is elected and qualified, or until his earlier death, resignation or removal. 3.7 CHAIRMAN OF THE BOARD AND VICE-CHAIRMAN OF THE BOARD. The Board of Directors may appoint a Chairman of the Board and may designate the Chairman of the Board as Chief Executive Officer. If the Board of Directors appoints a Chairman of the Board, he/she shall perform such duties and possess such powers as are assigned to him/her by the Board of Directors. If the Board of Directors appoints a Vice-Chairman of the Board, he/she shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board and shall perform such other duties and possess such other powers as may from time to time be vested in him/her by the Board of Directors. 3.8 PRESIDENT. The President shall be the Chief Operating Officer of the corporation. Unless the Board of Directors has designated the Chairman of the Board as Chief Executive Officer, the President shall also be the Chief Executive Officer of the corporation. The President shall, subject to the direction of the Board of Directors, have general charge and supervision of the business of the corporation. Unless otherwise provided by the Board of Directors, he/she shall preside at all meetings of the stockholders, if he/she is a director, at all meetings of the Board of Directors. The President shall perform such other duties and shall have such other powers as the Board of Directors may from time to time prescribe. 3.9 VICE PRESIDENTS. Any Vice President shall perform such duties and possess such powers as the Board of Directors or the President may from time to time prescribe. In the event of the absence, inability or refusal to act of the President, the Vice President (or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors) shall perform the duties of the President and when so performing shall have all the powers of and be subject to all the restrictions upon the President. The Board of Directors may assign to any Vice President the title of Executive Vice President, Senior Vice President or any other title selected by the Board of Directors. 3.10 SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the President may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the Secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to attend all meetings of stockholders and the Board of Directors and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents. Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the President or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors), shall perform the duties and exercise the powers of the Secretary. In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting. 3.11 TREASURER AND ASSISTANT TREASURERS. The Treasurer shall perform such duties and shall have such powers as the Board of Directors or the President may from time to time prescribe. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of the Treasurer, including without limitation the duty and power to keep and be responsible for all funds and securities of the corporation, to deposit funds of the corporation in depositories selected in accordance with these By-Laws, to disburse such funds as ordered by the Board of Directors, to make proper accounts of such funds, and to render as required by the Board of Directors statements of all such transactions and of the financial condition of the corporation. Any Assistant Treasurers shall perform such duties and possess such powers as the Board of Directors, the President or the Treasurer may from time to time prescribe. In the event of the absence, inability or refusal to act of the Treasurer, the Assistant Treasurer (or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors), shall perform the duties and exercise the powers of the Treasurer. 3.12 SALARIES. Officers of the corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the Board of Directors. ARTICLE IV - CAPITAL STOCK 4.1 ISSUANCE OF STOCK. Unless otherwise voted by the stockholders and subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of the authorized capital stock of the corporation or the whole or any part of any unissued balance of the authorized capital stock of the corporation held in its treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board of Directors in such manner, for such consideration and on such terms as the Board of Directors may determine. 4.2 CERTIFICATES OF STOCK. Every holder of stock of the corporation shall be entitled to have a certificate, in such form as may be prescribed by law and by the Board of Directors, certifying the number and class of shares owned by him/her in the corporation. Each such certificate shall be signed by, or in the name of the corporation by, the Chairman or Vice-Chairman, if any, of the Board of Directors, or the President or a Vice President, and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation. Any or all of the signatures on the certificate may be a facsimile. Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificate of Incorporation, the By-Laws, applicable securities laws or any agreement among any number of shareholders or among such holders and the corporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction. 4.3 TRANSFERS. Except as otherwise established by rules and regulations adopted by the Board of Directors, and subject to applicable law, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate representing such shares properly endorsed or accompanied by a written assignment or power of attorney properly executed, and with such proof of authority or the authenticity of signature as the corporation or its transfer agent may reasonably require. Except as may be otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect to such stock, regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the corporation in accordance with the requirements of these By-Laws. 4.4 LOST, STOLEN OR DESTROYED CERTIFICATES. The corporation may issue a new certificate of stock in place of any previously issued certificate alleged to have been lost, stolen or destroyed upon such terms and conditions as the Board of Directors may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity as the Board of Directors may require for the protection of the corporation or any transfer agent or registrar. 4.5 RECORD DATE. The Board of Directors may fix in advance a date as a record date for the determination of the stockholders entitled to notice of or to vote at any meeting of stockholders or to express consent (or dissent) to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date shall not be more than 60 days nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action to which such record date relates. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 4.6 DIVIDENDS. Subject to limitations contained in the General Corporation Law of the State of Delaware and the Certificate of Incorporation, the Board of Directors may declare and pay dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, securities of the Corporation or other property. ARTICLE V - INDEMNIFICATION The corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware or any other applicable provisions of Delaware law, as such law may be amended and supplemented from time to time, indemnify any director, officer or trustee which it shall have power to indemnify under such law against any expenses, liabilities or other matters referred to in or covered by such law. The indemnification provided for in this Article: (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office; (ii) shall continue as to a person who has ceased to be a director, officer or trustee; and (iii) shall inure to the benefit of the heirs, executors and administrators of such a person. The corporation's obligation to provide indemnification under this Article shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the corporation or any other person. To assure indemnification under this Article of all such persons who are determined by the corporation or otherwise to be or to have been "fiduciaries" of any employee benefit plan of the corporation which may exist from time to time, such Section 145 shall, for the purposes of this Article, be interpreted as follows: an "other enterprise" shall be deemed to include such an employee benefit plan, including without limitation, any plan of the corporation which is governed by the Act of Congress entitled "Employee Retirement Income Security Act of 1974," as amended from time to time; the corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to such Act of Congress shall be deemed "fines"; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person's duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the corporation. ARTICLE VI - GENERAL PROVISIONS 6.1 FISCAL YEAR. Except as from time to time otherwise designated by the Board of Directors, the fiscal year of the corporation shall begin on the first day of January in each year and end on the last day of December in each year. 6.2 CORPORATE SEAL. The corporate seal shall be in such form as shall be approved by the Board of Directors. 6.3 WAIVER OF NOTICE. Whenever any notice whatsoever is required to be given by law, by the Certificate of Incorporation or by these By-Laws, a waiver of such notice either in writing signed by the person entitled to such notice or such person's duly authorized attorney, or by telegraph, cable or any other available method, whether before, at or after the time stated in such waiver, or the appearance of such person or persons at such meeting in person or by proxy, shall be deemed equivalent to such notice. 6.4 VOTING OF SECURITIES. Except as the directors may otherwise designate, the President or Treasurer may waive notice of, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for this corporation (with or without power of substitution) at, any meeting of stockholders or shareholders of any other corporation or organization, the securities of which may be held by this corporation. 6.5 EVIDENCE OF AUTHORITY. A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders, directors, a committee or any officer or representative of the corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action. 6.6 CERTIFICATE OF INCORPORATION. All references in these By-Laws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the corporation, as amended and in effect from time to time. 6.7 TRANSACTIONS WITH INTERESTED PARTIES. No contract or transaction between the corporation and one or more of the directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or a committee of the Board of Directors which authorizes the contract or transaction or solely because his or their votes are counted for such purpose, if: (1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee of the Board of Directors or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. 6.8 SEVERABILITY. Any determination that any provision of these By-Laws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these By-Laws. 6.9 PRONOUNS. All pronouns used in these By-Laws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require. Article VII - AMENDMENTS 7.1 BY THE BOARD OF DIRECTORS. These By-Laws may be altered, amended or repealed or new by-laws may be adopted by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present. 7.2 BY THE STOCKHOLDERS. These By-Laws may be altered, amended or repealed or new by-laws may be adopted by the affirmative vote of the holders of a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote at any regular meeting of stockholders, or at any special meeting of stockholders, provided notice of such alteration, amendment, repeal or adoption of new by-laws shall have been stated in the notice of such special meeting. EX-10.50* 3 FRAM LICENSE AGREEMENT "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." FRAM LICENSE AGREEMENT THIS FRAM LICENSE AGREEMENT (the "Agreement"), effective as of the 20 day of December 1996, is entered into by and between RAMTRON INTERNATIONAL CORPORATION ("Ramtron"), a Delaware corporation having its principal office at 1850 Ramtron Drive, Colorado Springs, Colorado 80921, USA, and SAMSUNG ELECTRONICS CO., LTD. ("SEC"), a Korean corporation having its registered office at San #24 Nongseo-Ri, Kiheung-Eup, Yongin-City, Kyungki-Do, KOREA. RECITALS A. Ramtron is the owner and/or controls certain United States and foreign patents and patent applications related to the proprietary design, development and architecture of state-of-the-art ferroelectric semiconductor technology. B. SEC wishes to obtain from Ramtron, and Ramtron is willing to grant to SEC a license to said ferroelectric patents and patent applications for use in the manufacture and sale of licensed products (defined below). NOW, THEREFORE, in consideration of the recitals and the mutual covenants contained herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Ramtron and SEC hereby agree as follows: ARTICLE 1 - DEFINITIONS When used in this Agreement, the following terms have the following meanings: 1.1 "Dollars" or "$" means the United States currency unless otherwise specified. 1.2 "Effective Date" means the date of approval of this Agreement by the Korean Government. 1.3 "FRAM Technology" means that certain thin-film ferroelectric technology developed and/or owned by Ramtron, the patents and patent applications to which Ramtron has the right to grant a license to SEC without payment of any compensation to third parties except its employees, and which consist of technology pertaining to the manufacture and production of nonvolatile, random access semiconductor memory devices that utilize binary polarization states on the hysteresis curve of ferroelectric material. 1.4 "Licensed RF/ID Products" means a device using FRAM Technology and/or Ramtron's Improvements and/or other memory, and embedded with RF/ID analog circuitry in a single chip ("RF/ID Products"). 1.5 "Licensed FRAM Products" means nonvolatile ferroelectric semiconductor memory devices with no density limitation, whether in standard or embedded form, but which specifically excludes RF/ID Products. 1.6 "Ramtron Intellectual Property Rights" ("Ramtron IPR") means all claims of all United States and foreign patents and patent applications, their continuations, divisions and reissues in all countries of the world relating to FRAM Technology and/or Ramtron's Improvements owned and/or controlled by Ramtron and which are created or have filing dates prior to the date of expiration or termination of this Agreement, and which Ramtron has the right to grant a license to SEC hereunder without payment of any compensation to third parties except its employees as of the Effective Date or thereafter during the term of this Agreement. 1.7 "Ramtron's Improvements" means United States and foreign patent and patent applications, their continuations, divisions and reissues to all improvements, enhancements and developments to the FRAM Technology made by Ramtron and owned and/or controlled by Ramtron during a term not exceeding a period of ten (10) years after the first commercial sale by SEC of Licensed FRAM Products or Licensed RF/ID Products. Ramtron Improvements shall not include any such improvements, enhancements, and developments if Ramtron is prohibited from making the license to same available to SEC pursuant to any judicial order or proceeding. 1.8 "SEC's Improvements" means all improvements, enhancements and developments to the FRAM Technology made by SEC, independent of Ramtron, during a term not exceeding a period of ten (10) years after the first commercial sale by SEC of Licensed FRAM Products or Licensed RF/ID Products. SEC's Improvements shall not include any such improvements, enhancements, and developments if SEC is prohibited from making the license to same available to Ramtron pursuant to any judicial order or proceeding. 1.9 "Joint Improvements" means all improvements, enhancements and developments to the FRAM Technology made jointly by the parties hereto during the term of this Agreement, should the parties choose to collaborate on certain aspect of ferroelectric design and/or development, where at least one (1) employee each from both Ramtron and SEC is involved in such improvements, enhancements and developments. 1.10 "Joint Patent Rights" means the patents where the claimed invention is developed as a Joint Improvement by at least one (1) employee each from Ramtron and SEC during the terms of this Agreement. The Parties shall jointly own such Joint Patent Rights with each party having an undivided equal ownership in such Patent. 1.11 "Net Sales" means the total of all gross amounts received by SEC with regard to the sale or other transfer of Licensed FRAM Products and Licensed RF/ID Products for value accounted for in accordance with generally accepted accounting principles, less costs of packing, transportation, shipping or insurance incident to such transportation and shipping charges, excise or other taxes and customs duties and allowances for actual returns, if any. Should SEC sell Licensed FRAM Products and/or Licensed Ferroelectric RF/ID Products in combination with other components or equipment, then the calculation of Net Sales shall be based on the price normally charged by such party for Licensed FRAM Products and/or Licensed RF/ID Products when separately invoiced or priced or if no such separately invoiced or priced sales of such Licensed FRAM Products and/or Licensed RF/ID Products have been made, then the calculation of Net Sales shall be based on the price which SEC would charge for such Licensed FRAM Products and/or Licensed RF/ID Products in an arm's-length commercial sale transaction for cash; provided, however, that in either case such price shall be reduced by the amount of any percentage discount applicable to the transaction in which such Licensed FRAM Products were sold, used or otherwise transferred. 1.12 "Technology License" has the meaning set forth in Section 2.1. 1.13 "Royalty Period" means the period of three (3) months ending on the last day of March, June, September and December of each year this Agreement is in effect following the expiration of the immediately preceding Royalty Period. 1.14 "Royalty Year" means the calendar year. 1.15 "Licensed Trademark" means Ramtron's trademark, "FRAM." 1.16 "Subsidiary" means a corporation or other entity of which more that fifty percent (50%) of the outstanding stock or other equity interest entitled to vote for the election of directors or equivalent governing body is now or hereinafter controlled, directly or indirectly, by a party, but such corporation or other entity shall be deemed to be a Subsidiary only so long as such ownership exists. ARTICLE II - TECHNOLOGY LICENSE 2.1 Grant of License: 2.1.1 Ramtron hereby grants, subject to the payments and reporting provisions of Article 3 and the other provisions of this Agreement, to SEC and SEC's Subsidiary a worldwide, perpetual, nonexclusive, nontransferable, nonsublicensable, right and license to use the Ramtron IPR and Ramtron Improvements in connection with the sale of Licensed FRAM Products and Licensed RF/ID Products thereto, but only for the development, manufacture, make, sale, use, lease and transfer and other disposition of value of Licensed FRAM Products and Licensed RF/ID Products. This Technology License may not be used by SEC for any purpose other than those specifically stated in this Section 2.1. (a) Exception to Limitation of Use. Ten (10) years after the Effective Date SEC may utilize those Ramtron patents having an issue date or application date earlier than the Effective Date without limitation to use. SEC use of Ramtron patents having an issue date or application date later than the Effective Date will be limited to the purposes specifically stated in this Section 2.1. (b) Ramtron Proprietary Intellectual Property. All Ramtron IPR and Ramtron Improvements licensed to SEC hereunder shall remain the sole and exclusive property of Ramtron. (c) Exception to License. The Technology License shall specifically exclude a sublicense of Symetrix Y-1 based technology. ** SEC shall ** of the ** FRAM Technology from Ramtron without the requirement for SEC ** provided, however, that (i) SEC agrees to comply with all of the terms and conditions ** of ** rights and (ii) SEC expressly acknowledges that until such time SEC ** to have a ** based technology. Ramtron ** and is free to ** as may be agreed between Ramtron ** at any time and from time to time. 2.1.2 Ramtron hereby grants to SEC and SEC's Subsidiary, subject to the timely payments set forth herein and compliance with all of the other terms and conditions of this Agreement, a worldwide, perpetual, non-exclusive, non- transferable, non-sublicensable, license and right to use the Licensed Trademark solely on FRAM Products and/or Licensed RF/ID Products which are (i) manufactured by or for SEC and (ii) distributed and/or sold under SEC's name. (a) SEC shall not use the Licensed Trademark in any country unless and until SEC has given at least ninety (90) days prior written notice to Ramtron. During such ninety (90) day period Ramtron may, where it deems appropriate in its sole discretion, effect recordation of SEC as a registered user of such mark in such country and/or recordation of the Agreement or other license agreements which meet appropriate local standards with appropriate authorities. SEC shall assist Ramtron as appropriate in carrying out such recording process. (b) To defray Ramtron's expenses for charges imposed on Ramtron by such country and by local associates for the recording activities contemplated in Sub-section 2.1.2 (a), Ramtron shall invoice SEC a recordal fee per country in which recordal is effected. Such invoice shall be payable to Ramtron within thirty (30) days after receipt of the applicable invoice. Upon the termination or expiration of this Agreement or SEC's right to use the Licensed Trademark in any country to which this paragraph applies, Ramtron and SEC shall cancel the registered user registration or licensed recordal in such country, and to this end SEC agrees to execute any documents that may be necessary to restore Ramtron to its former position in all respects. 2.1.3 SEC shall grant to Ramtron a royalty-free, nonexclusive, nontransferable, nonsublicensable, worldwide and perpetual license to use any and all SEC's Improvements to design, develop, manufacture, make, use, lease, sell, transfer or otherwise dispose of ferroelectric memory products. (a) SEC Proprietary Information. All Proprietary Information and technology, including SEC's Improvements, provided or disclosed by SEC to Ramtron hereunder and all inventions or technologies made or developed solely by SEC in the performance of this Agreement shall remain the property of SEC. 2.2 Status Review Meeting. During the term of this Agreement each party hereto shall, from time to time but not less than at least twice each year, dispatch its pertinent personnel and/or counsel to the facilities of the other party for the purpose of expediting the manufacture and sale of Licensed FRAM Products and/or Licensed RF/ID Products by SEC ** of Licensed FRAM Products and/or Licensed RF/ID Products by SEC. Each party hereto shall bear its own costs and expense for such meetings. ** . ARTICLE III - COMPENSATION 3.1 License Fees. In consideration of the license to the Ramtron IPR and Ramtron's Improvements made available to SEC during the term of this Agreement, SEC shall pay to Ramtron, net of any Korean or other applicable withholding tax, the following in accordance with the schedule described below: 3.1.1 Lump Sum Payment: (a) License Execution Fee. Within thirty (30) days after the Effective Date of this Agreement, SEC shall pay Ramtron ** . 3.1.2 Lump Sum Payment: (a) Paid-Up License Fee. Within thirty (30) days after the first commercial sale of Licensed FRAM Product and/or Licensed RF/ID Product, or within one (1) year following the Effective Date of this Agreement, whichever occurs first, SEC shall pay Ramtron ** . 3.2 Royalty Payments. 3.2.1 Licensed FRAM Products. SEC shall pay Ramtron a royalty on all Licensed FRAM Products based upon and/or which use the FRAM Technology and/or Ramtron's Improvement and sold by SEC commencing upon the first commercial sale of Licensed FRAM Products by SEC. ** . The start date for the royalty rate schedule is the date of the first commercial sale of Licensed FRAM Products by SEC ** (hereinafter, "Royalty Schedule Start Date"), according to the following schedule: (i) ** of the net sales by SEC from the sale or other transfer for value of Licensed FRAM Products ** after the Royalty Schedule Start Date. (ii) ** of the net sales by SEC from the sale or other transfer for value of Licensed FRAM Products ** after the Royalty Schedule Start Date. (iii) ** of net sales by SEC for the sale or other transfer for value of Licensed FRAM Products ** after the Royalty Schedule Start Date. All Licensed FRAM Products manufactured and/or sold by SEC after expiration of such ten (10) year period shall no longer be subject to any royalty payment to Ramtron. 3.2.2 Licensed RF/ID Products. SEC shall pay Ramtron a royalty on all Licensed RF/ID Products sold by SEC commencing upon the first commercial sale of Licensed RF/ID Products by SEC. The royalty rate for Licensed RF/ID Products is ** of the net sales by SEC from the sale or other transfer for value of Licensed RF/ID Products for life of the governing Ramtron IPR. 3.3 Payment and Certification of Royalties by SEC. All payments for each Royalty Period under this Agreement is made, on or before April 30, July 31, October 31 and January 31, immediately after the preceding Royalty Period, by SEC in the United States dollars through wire transfer directly to Ramtron's bank account: Colorado National Bank, 1125 Garden of the Gods Road, Colorado Springs, Colorado 80907, Bank Routing Number-102000021, Account Number- 127100003459, Account Name-Ramtron International Corporation. As for Royalty Payments under Section 3.2 above, SEC shall, on or before April 30, July 31, October 31 and January 31 in each year during which royalties are payable under this Agreement, furnish to Ramtron a statement, signed by the appropriate SEC authority, concerning the Net Sales by or on behalf of SEC of FRAM Products and/or Licensed RF/ID Products sold by or on behalf of SEC, its Subsidiaries or SEC Third Party during the preceding Royalty Period in sufficient detail to permit the computation of the royalties due for such Royalty Period. 3.4 Records. SEC shall keep true and accurate records, files and books of accounts reasonably necessary in accordance with generally accepted accounting principles to ascertain the amount of the royalties payable to Ramtron under Section 3.2 above for three (3) years from the end of each reporting Royalty Period. 3.5 Audit. Ramtron shall have the right, through a certified independent public accountant of international reputation with a branch office in Korea to be designated by Ramtron and reasonably acceptable to SEC, to make an examination and audit, not more frequently than once per year, during normal business hours acceptable to SEC, of SEC's records, files and books of accounts as may contain information bearing upon the amounts due to Ramtron under Section 3.2 above. Prompt adjustment shall be made between the parties for any underpayments or overpayments disclosed by such audit. In the event that any royalty report(s) understates in total the royalties due to Ramtron for the relevant audited Royalty Period(s) by more than five percent (5%), SEC shall pay any shortfall and, upon request of Ramtron, reimburse Ramtron for the cost of such audit. Ramtron assures SEC that said public certified accountant's report to Ramtron shall provide only the amount of royalties actually payable to Ramtron and any information in said SEC's records, files and books of accounts shall be treated as confidential by said certified public accountant and shall not be disclosed to Ramtron or to any third party. ARTICLE IV - CONFIDENTIALITY 4.1 Confidentiality. During the term of this Agreement and for a period of five (5) years thereafter, the parties hereto agree that all data, drawings, materials, prototypes, designs, processes, procedures, formulae, improvements, financial data, marketing information, technical information, engineering data, manufacturing specifications and other trade secrets and confidential information disclosed by one party to the other, which is on written, graphic, machine-readable or other tangible form and is marked "Confidential Data," which relates to FRAM Technology, Ramtron IPR, Ramtron's Improvements, SEC's Improvements, Licensed FRAM Products or Licensed RF/ID Products (hereinafter "Confidential Data"), shall be regarded and treated by the parties in strictest confidence and shall not be disclosed to any third party without the express written consent of the disclosing party. The parties hereto further acknowledge and agree that all information disclosed to the other party hereunder and all other information to which the other party may have access by virtue of any such disclosure shall be presumed by the parties to be Confidential Data, unless the disclosing party shall advise the receiving party that any such item or items need not be regarded or treated as Confidential Data. However, the parties hereto confirm that confidential data may be used to the extent necessary for implementing any of the recording party's activities to be contemplated under this Agreement. 4.2 Exclusions. Confidential Data shall not include: (i) information which is in the possession of the recipient at the time it is received from the disclosing party, where the possession of such information can be established from documentation generated prior to the disclosure of such information by the disclosing party; (ii) information which is in the public domain through no act or omission of the parties hereto or their respective representatives; (iii) information lawfully received from others who are not under restrictions similar to those identified in Section 5.1 hereof or who are not in breach of any confidentiality agreement with Ramtron or SEC; (iv) information that is developed or derived by the recipient independent of any disclosure hereunder; or (v) information of which five (5) years elapses from the disclosure by the disclosing party. Also, the parties hereto may disclose confidential data to (a) any government or judicial body having jurisdiction to request and to review the same, and (b) legal counsel representing the parties hereto. 4.3 Marking of Documents and Materials. In furtherance, but not in limitation, of the provisions of Section 4.1, each party shall use its reasonable endeavors to cause all written materials and other physical documents and materials of all types relating to or containing Confidential Data to be plainly marked to indicate the secret, proprietary and confidential nature thereof and to prevent the unauthorized use or reproduction thereof, directly or indirectly. 4.4 Return of Confidential Data. Within fourteen (14) days following a request, after the expiration or termination of this Agreement, by the disclosing party, the receiving party shall return any Confidential Data and any copies, recordings or transcriptions thereof, which are no longer required to be used for purposes of this Agreement. 4.5 Indemnification. Without limiting any other right, remedy or benefit occurring to either party under this Agreement or by law, but subject to the limitations set forth in Article V, each party shall indemnify the other party fully for all damages caused by any unauthorized disclosure or use of any information intended to be kept secret, confidential or proprietary in accordance with this Article IV, by such other party or its representatives, employees, agents, consultants and sublicensees. ARTICLE V - COVENANTS, WARRANTY AND LIMITED INDEMNIFICATION 5.1 Covenants, Representations and Warranties of Ramtron. Ramtron hereby represents and warrants that Ramtron's execution of this Agreement has been duly authorized by all necessary corporate action, including, with limitation, approval of Ramtron's board of directors in order for this Agreement to constitute a legally binding and enforceable obligation of Ramtron. 5.2 Covenants, Representations and Warranties of SEC. SEC hereby represents and warrants that SEC's execution of this Agreement has been duly authorized by all necessary corporate action, including, with limitation, approval of SEC's board of directors, and constitutes a legally binding and enforceable obligation of SEC. 5.3 Ramtron Warranty. Ramtron represents and warrants that it has all right, title and interest to its FRAM Technology and Ramtron's Improvements disclosed hereunder and/or Ramtron's IPR licensed hereunder to SEC, and that it has the right to grant to SEC the licenses granted herein. 5.4 SEC Warranty. SEC represents and warrants that it has all right, title and interest to SEC's Improvements disclosed hereunder to Ramtron, and that it has the right to grant to Ramtron the licenses granted as a result hereof. 5.5 Ramtron and SEC Representations. Ramtron represents and warrants in connection with the Ramtron IPR and/or Ramtron's Improvement that Ramtron shall use its best efforts to defend Ramtron's IPR and/or the Ramtron Improvements against claims asserted by a third party that the Ramtron's IPR is invalid or unenforceable. SEC shall use its best efforts to defend its patents against claims asserted by a third party that the SEC's Improvements are invalid or unenforceable. SEC and Ramtron shall cooperate and use their best efforts to defend any Joint Patent Rights developed under this Agreement against claims asserted by a third party that Joint Patent Rights are invalid or unenforceable. SEC and Ramtron shall consult with each other regarding these matters. 5.6 Notice of Infringement. Each of Ramtron and SEC shall promptly advise the other in writing of any claim, action, lawsuit, or proceeding threatened, made or brought against them or either of them for infringement of a patent issued to a third party, or for violation of a third party's patent, trade secret or other intellectual property right based in any instance upon (i) SEC's use of the Ramtron IPR and/or Ramtron's Improvements or SEC's sale, lease, use or distribution of Licensed FRAM Products and/or Licensed RF/ID Products or (ii) Ramtron's use of SEC's Improvements or Ramtron's sale, use or distribution of ferroelectric memory products, which in any way incorporate SEC's Improvements. 5.7 Infringement Assistance Provided SEC. In the event any claim or action is brought by a third party against SEC based on alleged infringement by Licensed FRAM Products and/or Licensed RF/ID Products manufactured by SEC using Ramtron IPR and/or Ramtron's Improvements licensed to SEC hereunder, of any patent or other intellectual property rights owned by any third party, then Ramtron shall use its best efforts to provide SEC with (i) reasonable assistance in connection with the defense and settlement of such claim or action, including all the necessary information related to the infringing technology, and (ii) reasonable consultation for SEC's achievement of viable alternative solution to avoid such infringement issue. 5.8 Infringement Assistance Provided Ramtron. In the event any claim or action is brought by a third party against Ramtron based on alleged infringement by ferroelectric memory products manufactured by Ramtron using SEC's Improvements provided to Ramtron thereunder, of any patent or other intellectual property rights owned by any third party, then SEC shall use its best efforts to provide Ramtron with (i) reasonable assistance in connection with the defense and settlement of such claim or action, including all the necessary information related to the infringing technology, and (ii) reasonable consultation for Ramtron's achievement of viable alternative solution to avoid such infringement issue. 5.9 Non-assertion Status. Ramtron agrees that it, its successors and assignees shall not assert a claim of infringement of its intellectual property rights licensed by Ramtron with respect to any other products made by SEC, provided that SEC does not intentionally use such non-assertion status granted by Ramtron to design, make, and sell devices which compete with ferroelectric memory products manufactured by Ramtron or by any of Ramtron's alliance partners, and/or which utilize substantial portions of Ramtron intellectual property rights. 5.10 Ancillary Use Of The Licensed Trademark. Subject to the terms and conditions of this Agreement, SEC is further authorized to use the Licensed Trademark in connection with marketing materials related to FRAM Products and/or Licensed RF/ID Products for purposes of publicity, materials, signs, product brochures, cartons and other forms of advertising. SEC shall promptly provide Ramtron with specimens of marketing materials requested in writing by Ramtron in order to monitor consistency of such materials with SEC's obligations under this Agreement. 5.11 Protection Of Licensed Trademark. SEC agrees not to challenge, oppose, petition to cancel or otherwise attack the Licensed Trademark and Ramtron's ownership thereof anywhere in the world. SEC also agrees, subject to the terms and conditions of this Agreement, that any and all rights that may be acquired by the use of the Licensed Trademark by SEC shall inure to the sole benefit of Ramtron. Except as provided in this Agreement, SEC shall not use the Licensed Trademark as all or part of any corporate name, tradename, trademark, service mark, certification mark, collective membership mark or any other designation confusingly similar to the Licensed Trademark. If any application for registration is or has been filed by or on behalf of SEC in any country and relates to any mark, which in the reasonable opinion of Ramtron, is confusingly similar, deceptive or misleading with respect thereto, or dilutes or in any way damages the Licensed Trademark, SEC shall at Ramtron's request abandon all use of such mark and any registration or application for registration thereof and shall reimburse Ramtron for all costs and expenses of any successful opposition or related legal proceeding, including attorneys' fees, initiated by Ramtron or its authorized representatives. In the performance of this Agreement, SEC shall comply with all applicable laws and regulations pertaining to the proper use and designation of trademarks in all countries of the world. Should SEC be, or become, aware of any applicable laws or regulations which are inconsistent with the provisions of this Agreement, SEC shall promptly notify Ramtron of such inconsistency. Ramtron and SEC shall attempt to resolve such inconsistency. In the event no resolution is achieved and performance of such inconsistent provision is not waived, and provided Ramtron in good faith determines that such inconsistency threatens its legal rights in and to the Licensed Trademark or may subject it to liability for damages or penalties to a third party or government entity or is otherwise injurious to Ramtron, then Ramtron may terminate the license and rights granted hereunder with respect to the use of the Licensed Trademark in the country whose laws and regulations are inconsistent with the provisions of this Agreement. 5.12 THIS ARTICLE V STATES RAMTRON'S AND SEC'S TOTAL LIABILITY AND RESPONSIBILITY TO EACH OTHER, AND SEC'S AND RAMTRON'S SOLE REMEDY FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT OR PATENT APPLICATION BY THE RAMTRON IPR, THE RAMTRON IMPROVEMENTS OR SEC'S IMPROVEMENTS LICENSED HEREUNDER, THE LICENSED FRAM PRODUCTS AND/OR LICENSED FERROELCTRIC RF/ID PRODUCTS, OR ANY PART THEREOF. THIS ARTICLE V IS IN LIEU OF AND REPLACES ANY OTHER EXPRESSED, IMPLIED OR STATUTORY WARRANTY AGAINST INFRINGEMENT. ARTICLE VI - LIMITATIONS ON LIABILITY IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE TECHNOLOGY OR PRODUCTS LICENSED, PATENTS AND/OR PATENT APPLICATIONS LICENSED PURSUANT TO THIS AGREEMENT. ARTICLE VII - TERM AND TERMINATION 7.1 Term. This Agreement shall become effective on the Effective Date and shall remain in full force, unless earlier terminated in accordance with the provisions of this Article VII. 7.2 Termination Without Cause. Each party may terminate this Agreement without further liability by giving a thirty (30) day written notice to the other party upon or after: 7.2.1 The filing by the other party of a voluntary petition in bankruptcy or insolvency; 7.2.2 Any adjudication that the other party is bankrupt or insolvent; 7.2.3 The appointment of a receiver or trustee for all or substantially all of the property of the other party; 7.2.4 Any assignment or attempted assignment by the other party for the benefit of creditors; 7.2.5 The institution of any proceedings for the liquidation or winding up of the other party's business or for the termination of its corporate charter; or 7.2.6 The merger or acquisition of the other party into or by, or the sale of all or substantially all of the other party's assets to a third party corporation or other entity, unless such merging or acquiring corporation or entity expressly agrees to assume (i) the other party's obligation under this Agreement and (ii) other such terms and conditions, as may be reasonably imposed by such party. 7.3 Termination by Default. If either party defaults in the performance of any material obligations hereunder, and if any such default is not corrected within sixty (60) days after the defaulting party receives written notice of such default from the non-defaulting party, then non-defaulting party, may, at its option and in addition to any other remedies it may have, terminate this Agreement. 7.4 Survival. Upon expiration or termination of this Agreement, all rights, privileges and obligations hereunder shall cease, provided, however that: 7.4.1 In the event that this Agreement is terminated under Section 7.2 above, any and all licenses previously granted hereunder to the terminating party which are in force on the termination date shall survive such termination and continue, while any and all licenses previously granted hereunder to the other party (i.e., bankrupt and/or insolvent party) which are in force on the termination date shall terminate immediately upon the termination date. 7.4.2 In the event this Agreement is terminated under Section 7.3 as a result of a Ramtron default, which is not corrected within the sixty (60) day period provided in Section 7.3 above, any and all licenses granted to SEC hereunder shall survive and continue after such termination, subject to the provisions of Articles IV, V and VII. 7.4.3 In the event that this Agreement is terminated under Section 7.3, as a result of a SEC default which is not corrected by SEC within the sixty (60) day period provided in Section 7.3 above, then any and all license rights granted to SEC hereunder shall automatically terminate on the date of such termination, and SEC shall return to Ramtron any and all technical documents and data that may have been furnished by Ramtron to SEC under this Agreement; provided, however, nothing in this Subsection 7.4.3 shall be construed to relieve SEC of its liability to pay Ramtron royalties on all FRAM Products and Licensed RF/ID Products sold, used or otherwise transferred by SEC prior to or after the date of such termination in accordance with this Agreement. ARTICLE VIII - GENERAL TERMS AND CONDITIONS 8.1 Notices. All notices and requests required or authorized hereunder, shall be given in writing by registered or certified mail, postage prepaid, addressed as follows unless one party notifies the other in writing of any changes in such address: If to SEC: Samsung Electronics Co., LTD. San #24 Nongseo-Ri, Kiheung-Eup Yougin-City, Kyungki-Do, KOREA For technical matters: Ph.D. Tae-Earn Shim Executive Director Technology Development Team Semiconductor Business, SEC Telephone: 82-2-760-6376 Facsimile: 82-331-209-3274 For non-technical matters: Mr. Sang-Wook Kim Executive Director Technology Planning Team Semiconductor Business, SEC Telephone: 82-2-760-6020 Facsimile: 82-2-760-6209 If to Ramtron: Ramtron International Corporation 1850 Ramtron Drive Colorado Springs, Colorado 80921 Attention: President Telephone: (719) 481-7000 Facsimile: (719) 481-9294 8.3 Arbitration. All disputes, controversies or differences which may arise between the parties in relation to or in connection with this Agreement shall be settled by amicable negotiation by both parties. If both parties are unable to settle such disputes, then such disputes shall be referred to and finally settled by arbitration under the Rules of Conciliation and Arbitration of the International Chamber of Commerce. The arbitration shall be conducted in English and take place in Korea if it is initiated by Ramtron or in Denver, Colorado, USA if it is initiated by SEC. The award of arbitration shall be final and binding upon both parties. 8.4 Export Control. The parties agree that no technical information, including software, furnished hereunder or any direct products thereof is intended to or will be exported or re-exported, directly or indirectly, to any destination restricted or prohibited by export control regulations of the USA and/or Korea, including the US Export Administration Regulations, without the prior written authorization from the appropriate governmental authorities. 8.5 Governing Law. This Agreement and the performance of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York, USA, without giving effect to the principles of conflicts of laws. 8.6 Severability. In the event that one or more provision(s) of this Agreement is or becomes or is deemed invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not effect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had not been contained herein. 8.7 Waiver. The delay or failure of a party to exercise any right or option hereunder or failure to enforce any provision herein shall not impair any such right or option nor shall it constitute a waiver thereof or acquiescence thereto unless explicit written notice is provided. 8.8 Assignment. Neither this Agreement nor any right or obligation hereunder may be assigned to any third party by either party hereto, nor shall the same inure to the benefit of any trustee in bankruptcy, receiver or other successor of either party, without the prior written consent of the other party. 8.9 Remedies Cumulative. Except as explicitly excluded or limited, all remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not exclusive or alternative and shall be in addition to all remedies given hereunder or now or hereafter existing, at law or in equity, by statute or otherwise. The election of any one or more remedies by any party shall not constitute a waiver of the right to pursue other available remedies. 8.10 Force Majeure. Neither party to this Agreement shall be responsible for delay or failure in performance caused by any governmental act, law, regulation, order or decree, by communication line or power failures beyond its reasonable control, or by fire, flood or other natural disasters, nor shall any such delay or failure be considered to be a breach of this Agreement. In any such event, performance shall take place thereafter as soon as is reasonably feasible. 8.11 Publicity. The parties hereto agree that the terms and conditions of this Agreement shall be confidential to any third party and that if necessary, all notices to third parties and all publicity concerning the terms and conditions of this Agreement shall be jointly planned and coordinated by and between the parties. Neither of the parties shall act unilaterally in this regard without the prior written approval of the other party. It is expected that the parties will mutually agree upon a press release which will be issued after the Effective Date. 8.12 Independent Contractor. The parties are independent contractors. Nothing contained herein or done pursuant to this Agreement shall constitute the parties as entering into a joint venture or partnership, or shall constitute either party as the agent of the other party for any purpose or in any sense whatsoever. 8.13 Headings. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of such section, or in any way affect this Agreement. 8.14 Press Release. The parties shall mutually agree upon a press release and its contents, which shall be issued within five (5) days following execution of this Agreement. 8.15 Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes all prior agreements, negotiations or understandings with respect thereto. This Agreement may not be changed, altered or amended in any manner, orally or otherwise, except in writing signed by duly authorized officers or representatives of both parties hereto. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate by their duly authorized representatives. SAMSUNG ELECTRONICS CORPORATION By: /S/ Sangwook Kim ---------------- Sangwook Kim Title: Executive Director Date: December 19, 1996 RAMTRON INTERNATIONAL CORPORATION By: /S/ Greg B. Jones ----------------- Greg B. Jones Title: President Date: December 2, 1996 -----END PRIVACY-ENHANCED MESSAGE-----