Item 8.01. Other Events.

Wave Systems Corp. ("Wave") has signed a license agreement with Gateway Companies, Inc. ("Gateway") permitting the distribution of a custom version of Wave's EmbassyŽ Trust Suite security software technology with Gateway's personal computer products equipped with trusted computing security chips known as Trusted Platform Modules (TPMs). Wave will receive a per-unit royalty based on Gateway's shipment volumes of products that are equipped with or include the custom Embassy technology. However, the contract does not provide for guaranteed minimum or maximum shipped quantities or royalties. Additionally, an expanded and more powerful suite of trusted computing software, the Wave Embassy Trust Suite 5.0, offering enhanced security management as well as improved data protection, will be available to customers as a purchase option directly from Gateway.

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