To: Michael Kim who wrote (15974 ) 10/24/2000 4:19:25 PM From: Andre Williamson Read Replies (1) | Respond to of 60323 Maybe this is news to most, but I dug this up from one of Lexar's September filings: "The number of shares of our common stock that will be outstanding after this offering excludes:" <snip> ". up to 195,503 shares of our common stock that we would issue to Sony upon conversion of the $2.0 million convertible promissory note that we issued to Sony in March 2000, assuming an initial public offering price of $11.00 per share;" Also, "In addition, a warrant was issued to Sony in conjunction with the convertible note financing. The warrant is for 400,000 shares of common stock at a price equal to the lower of $5.00 per share or 93% of the public offering price of the common stock in the IPO. The warrant expires upon closing of the Company's IPO or upon a change in control prior to an IPO. In any case, the warrant cannot be exercised prior to September 1, 2000." Also from the filing: "Under our agreement, we and Sony have cross-licensed technology to each other. We have the right to manufacture and sell the current version of the Memory Stick, and are obligated to pay a royalty to Sony for each Memory Stick that we sell. We have agreed to collaborate on technology development with Sony, including the development of a high-speed Memory Stick through the use of our proprietary controller technology. Sony is obligated to pay us royalties on Memory Sticks that it sells that incorporate our technology. Our agreement with Sony will continue indefinitely, unless earlier terminated for the material breach of the agreement by either party or a party's bankruptcy-related event."