License Agreement

Exhibit 10.19 *** Confidential portions of this document have been redacted and separately filed with the Commission. LICENSE AGREEMENT This License Agreement (" License Agreement" ), dated and effective August 24, 2001 (" Effective Date" ), by and between: Harman International Industries, Inc. (" HIII" ) a Delaware corporation having its headquarters at 8500 Balboa Blvd., Northridge, CA 91329, U.S.A. and American Technology Corporation (" ATC" ), a Delaware corporation, having its principal place of business at 13114 Evening Creek Drive South, San Diego, California 92128 (collectively " Parties" or individually " Party" ). In consideration of the promises and covenants set forth in this License Agreement, the Parties agree as follows: 1. Background of License Agreement. 1.1. Harman is engaged in the design and manufacture of multimedia and audio systems and components including transducers, loud speakers, and loud speaker systems. 1.2. ATC is a research, development and engineering company whose mission is to design, build and market, inter alia , single sided planar magnetic transducers. 1.3. The Parties desire to enter into this License Agreement to allow Harman access to ATC' s planar magnetic transducer technology, patent applications and resulting patents so that Harman can modify, make, have made, use, sell, offer for sale and/or import/export Harman Licensed Products. 2. Definitions. As used in this License Agreement, the following terms shall have the meanings set forth below: 2.1 " Affiliate" shall mean: (i) any corporation or other entity that Harman owns, directly or indirectly, at least 50% of the voting shares; and/or (ii) any corporation or other entity where Harman owns, directly or indirectly, at least 50% of the equity. 2.2 " ATC Licensed Patents" shall mean the ATC Licensed Patent Applications identified in Schedule A and all enabling related patents, as well as all divisions, continuations, continuations-in-part, reissues, reexaminations or extensions developed,

*** Confidential portions of this document have been redacted and separately filed with the Commission.

owned or licensed by ATC that relate to planar magnetic transducers, and any patents or pending patent applications obtained or applied for in relation to Improvements. ATC shall bear the expense of filing for and prosecuting patent applications in the United States and in other countries as it elects to file for patent protection that are listed in Schedule A, and for the payment of any maintenance fees or annuities on any ATC Licensed Patent that has issued and is listed on Schedule A. [***] 2.3 " Automotive Field of Use" shall mean Licensed Products sold in the automotive field including original equipment manufacturers and after-market sales that are sold under Harman brand names or under no brand name. 2.4 " Harman" shall mean HIII and its Affiliates. 2.5 " Harman Licensed Products" shall mean Harman' s products described as single ended, planar magnetic transducers incorporating, or encompassed by at least one Valid Claim. 2.6 " ATC Licensed Technology" shall mean ATC' s Single-ended planar magnetic transducer loudspeaker technology, developed by Graebener and/or ATC, employing high-energy magnets in a single-ended driver configuration. 2.7 " Separately Acquired Intellectual Property" shall mean intellectual property acquired by Harman encompassing planar magnetic transducer technology. 2.8 " Royalty" shall mean the royalty payable by Harman to ATC as provided in Article 4 for the rights granted under this License Agreement pursuant to Section 3.2. 2.9 " Royalty Expiration Date" means the date where ATC no longer has a Valid Claim in any of the ATC Licensed Patents covering any Harman Licensed Product. 2.10 " Unit Royalty Payment" means the amount of Royalty for each Harman Licensed Product shipped by Harman to a third party. 2.11 " Valid Claim" shall mean at least one patent claim of a filed, issued, or unexpired ATC Licensed Patent reading on a Harman Product that has not been: (a) held invalid or unenforceable by a final decision of a court or governmental agency of competent jurisdiction, and the decision is not appealable or was not appealed within the required time; or (b) admitted in writing to be invalid or unenforceable by the patent owner. 3.0 Ownership, License Grant, License Grant for Improvements, and Engineering

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*** Confidential portions of this document have been redacted and separately filed with the Commission.

3.1 ATC Licensed Technology. ATC retains all right, title and interest in and to the ATC Licensed Patents, including the technology described and claimed in the patent and pending applications listed in Schedule A. No transfer of ownership rights in and to the ATC Licensed Patents is made or effected by this License Agreement. 3.2 License Grant to ATC Licensed Technology. ATC grants to Harman a royalty bearing, worldwide, non-exclusive right and license, within the Automotive Field of Use, without the right to sublicense, in and to the ATC Licensed Patents and Technology to make, have made (ATC shall not unreasonably withhold authorization for Harman to have Licensed Products made by a third party), use, sell, lease, otherwise distribute, demonstrate, dispose of, offer for sale and/or import/export Harman Licensed Products. ATC shall furnish to Harman all information and documents in its possession relating to the ATC Licensed Patents and Technology and the commercialization and exploitation of the ATC Licensed Patents and Technology that are necessary to enable Harman to make, have made, use, sell, lease, otherwise distribute, demonstrate, dispose of, offer for sale and/or import/export Harman Licensed Products and otherwise fully exploit the rights granted by ATC. 3.3 Jointly Developed Improvements. [***] 3.4 Harman shall mark its Harman Licensed Products or accompanying product literature with " Patent Pending" and/or the relevant U.S. Patent Number, as practical, when any U.S. patent application on the ATC Licensed Patent issues. 3.5 [***] 3.6 Harman and ATC shall enter into a separate Engineering Services Agreement (Schedule B) pursuant to which Harman shall pay to ATC $10,000 per month and ATC shall provide Harman with certain engineering services and submit a detailed, written monthly report of man hours worked and tasks completed pursuant to Harman' s direction. Any improvement to planar magnetic technology developed by or for Harman during the period of the Engineering Services Agreement shall be subject to [***]. 4.0 Payments by Harman to ATC. 4.1 Royalty. In consideration of the rights granted by ATC to Harman pursuant to Section 3.2 under this License Agreement, Harman shall pay the following amounts to ATC. 4.2 Upon signing of this License Agreement, Harman shall pay to ATC [***].

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*** Confidential portions of this document have been redacted and separately filed with the Commission.

4.3 Within five days after both Parties have signed this License Agreement, Harman shall pay to ATC [***] that shall be considered prepaid Royalties for the first [***] of the Harman Licensed Product that is shipped, less any returns due to warranty issues. 4.4 Within thirty (30) days of the issuance of a freedom to practice opinion by Harman' s Intellectual Property Counsel covering the essential commercial embodiment of the planar magnetic transducer design to be sold by Harman to its customers, Harman shall pay to ATC [***] as prepaid Royalties covering the next [***] of Harman Licensed Products [***] that is shipped, less any returns due to warranty issues. 4.5 Within thirty (30) days of the execution by Harman of an initial sample warrant occurring after completion of a pre-production approval process pursuant to QS9000 procedures for a commercial embodiment of the planar magnet transducer design of the Harman Licensed Product intended to be supplied to a customer of Harman, but no later than October 31, 2003, Harman shall pay to ATC [***] as a prepaid Royalty covering the next [***] units of Harman Licensed Products [***] that are shipped, less any returns due to warranty issues. 4.6. After Harman has shipped [***] units of the Harman Licensed Product, Harman shall pay to ATC a running Unit Royalty Payment rate of [***] per unit of Harman Licensed Product. [***] 4.7 [***] 4.8 [***] 4.9 Royalty Payments. [***] . ATC reserves the right to charge interest on Royalty amounts not timely paid, shall be subject to an annualized interest rate based on the London Inter Bank Offered Rate plus [***] basis points during the period of delinquency. 4.10 Royalty Statement. Concurrently with payment of the Royalty, Harman shall deliver to ATC a Royalty calculation statement. The Royalty statement shall be limited to the quantities of the Harman Licensed Product shipped and the amount due. 4.11 Right to Audit. During the term of this License Agreement and for two (2) years thereafter, Harman shall maintain books and records sufficient to determine the Royalty payments due under this License Agreement. At the request of ATC, and no more than once during any calendar year, ATC may request Harman' s independent public accounting firm who regularly audits Harman' s books and records to furnish ATC with an auditor' s certificate as to the accuracy of the Royalty payments made under this License Agreement. At the request of ATC, Harman will allow an independent public accounting firm selected by ATC, during regular business hours and in accordance with procedural guidelines established by Harman, to verify the accuracy of the Royalty payments stated by Harman' s independent public accountants for verification. Harman or ATC, as applicable, shall promptly remit to the other party, the amount of any

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*** Confidential portions of this document have been redacted and separately filed with the Commission.

discrepancy discovered by such audit. Should the amount owed by Harman to ATC with respect to the period verified as a result of such error or discrepancy exceed [***] of the amount paid by Harman to ATC with respect to such period, then Harman shall pay for the cost of the audit. 4.12 Harman shall be solely responsible for all taxes required to be paid by it in connection with the sale of Harman Licensed Products. 5.0 [***] 5.1 [***] 5.2 [***] 6.0 Warranties by ATC. 6.1 ATC REPRESENTS AND WARRANTS THAT THE ATC LICENSED PATENT APPLICATIONS AND RESULTING PATENTS UNDER THIS LICENSE AGREEMENT, HAVE BEEN DEVELOPED BY, LICENSED BY OR ASSIGNED TO, OR OTHERWISE OWNED BY ATC AND MAY BE APPLICABLE TO THE HARMAN LICENSED PRODUCTS. 6.2 ATC REPRESENTS AND WARRANTS THAT IT HAS OBTAINED THE NECESSARY ASSIGNMENTS, LICENSES, AND PERMISSIONS TO GRANT THE LICENSED RIGHTS TO HARMAN FOR ACCESS TO THE ATC LICENSED PATENTS. 6.3 ATC SHALL (1) PROSECUTE VIGOROUSLY ALL PATENT APPLICATIONS LISTED IN SCHEDULE A, (2) KEEP SCHEDULE A UPDATED AND (3) KEEP HARMAN INFORMED OF ANY ACTION BY PATENT ISSUING AUTHORITIES ON SUCH APPLICATIONS OR RESULTANT PATENTS. 6.4 ATC REPRESENTS AND WARRANTS TO HARMAN THAT ATC HAS THE FULL RIGHT, POWER AND AUTHORITY TO ENTER INTO AND PERFORM ITS OBLIGATIONS SET FORTH IN THIS LICENSE AGREEMENT. ATC FURTHER REPRESENTS AND WARRANTS THAT AT NO TIME HAS IT FILED, OR CAUSED TO BE FILED, ANY PATENT APPLICATION IN ITS NAME OR IN THE NAME OF OTHERS RELATING TO THE ATC LICENSED PATENTS, EXCEPT AS LISTED IN SCHEDULE A TO THIS LICENSE AGREEMENT. 6.5 EXCEPT AS OTHERWISE SET FORTH ABOVE, THERE ARE NO OTHER WARRANTIES PROVIDED BY ATC, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTIBILITY OR FITNESS OF USE FOR A PARTICULAR PURPOSE.

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*** Confidential portions of this document have been redacted and separately filed with the Commission.

7.0 Warranties by Harman. 7.1 HARMAN REPRESENTS AND WARRANTS TO ATC THAT HARMAN HAS THE FULL RIGHT, POWER AND AUTHORITY TO ENTER INTO AND PERFORM THIS LICENSE AGREEMENT. 8.0 Additional Limitations of Liability of the Parties. 8.1 UNDER NO CIRCUMSTANCES WILL HARMAN, ITS AFFILIATES OR CUSTOMERS, BE LIABLE TO ATC FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR I ...