Item 1.01 Entry into a Material Definitive Agreement.

On August 20, 2009, CopyTele, Inc. (the "Company") entered into an Engagement Agreement (the "Engagement Agreement") with ZQX Advisors, LLC ("ZQX") pursuant to which ZQX has agreed to act as an independent contractor and assist the Company in seeking business opportunities and licenses for the Company's electrophoretic display technology (E-PaperŪ) and its related intellectual property, particularly its patent portfolio. The Engagement Agreement has an initial term of three years (subject to early termination rights in certain circumstances as described in the Engagement Agreement), and renews thereafter from year to year unless either party gives written notice of its intent to terminate at least 90 days prior to the end of the then current term.

In addition, pursuant to the Engagement Agreement, the Company agreed to issue 800,000 shares of its common stock to ZQX on August 20, 2009, together with warrants to purchase a total of 500,000 shares of its common stock, of which (a) warrants to purchase 250,000 of the shares of its common stock are exercisable at a price of $0.37 per share (the closing price of the Company's common stock on the trading day immediately prior to the date of the Engagement Agreement), and (b) warrants to purchase the remaining 250,000 of the shares are exercisable at a price of $0.555 per share (150% of the closing price of the Company's common stock on the trading day immediately prior to the date of the Engagement Agreement). The warrants are exercisable at any time after August 19, 2010 and expire on August 19, 2019, and shall be adjusted to give effect to consolidations, mergers, asset sales, reorganizations, reclassifications, or changes affecting the Company's common stock. In connection with the issuance by the Company of the shares of its common stock and warrants described above, ZQX issued a 19.5% membership interest in ZQX to the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit Number Description 99.1 Press Release of CopyTele, Inc. dated August 24, 2009

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