Netgear 2012 Annual Report Download - page 162

(uuu) “ Retained Business ”
shall mean the businesses of Canadian Seller and all of its Subsidiaries, including US
Seller and Australian Seller, other than the AirCard Business, including: (i) the design, development, manufacturing, testing, marketing,
supporting, distributing and selling of the products, Business Software and services available for sale, as of the date hereof (and all
components and prior versions thereof), and the products and Business Software currently under development, all as listed or described
on Section 1.1(uuu)
of the Sellers Disclosure Schedule; (ii) the provision of any services related thereto; (iii) all goodwill associated
therewith; and (iv) all general, management, corporate, administrative, accounting, procurement, personnel and regulatory compliance
functions of the Sellers and their Subsidiaries.
(vvv) “ Sagemcom and Wavecom Patents ” shall have the meaning as set forth in the Cross-License Agreement.
(www) “ Seller ” shall mean Canadian Seller, US Seller and/or Australian Seller as the context may require.
(xxx) “ Seller Fundamental Representations ”
shall mean the representations and warranties of Sellers set forth in
Section 5.1 (Sellers Organization and Good Standing; Authority and Enforceability), Section 5.4 (Title) and Section 5.19
(Brokerage
Fees), as such representations and warranties shall also be made as of the Closing in accordance with Section 4.3(b)(i)(A)
and certified
in accordance with Section 4.3(b)(iv) .
(yyy) “ Shared Technology ”
shall mean all Technology that Sellers or any of their Subsidiaries have the right to
transfer as of the Closing that is used in, held for use in or necessary to the operation of both the AirCard Business and the Retained
Business, each as conducted as of the Closing Date, other than the Technology of Sellers and their Subsidiaries that constitutes Sellers’
AirVantage branded M2M cloud-
based hosted software platform and services and related embedded agent, software development kits
(SDKs) and development tools. For the avoidance of doubt, (i) Shared Technology does not include any Intellectual Property Rights,
and (ii) Shared Technology does not include any Prime Transferred Technology.
(zzz)
“ Shrink-Wrap Code ” shall mean generally commercially available, off-the-
shelf Software where available for
a cost of not more than $10,000 for a perpetual license for a single user or work station (or $10,000 for an annual license for a single
user or work station).
(aaaa) “ Software ”
shall mean computer software and programs in any form, including Source Code, Object Code,
operating systems, database management code, firmware and utilities, and all related documentation, developer notes, comments and
annotations.
(bbbb) “ Source Code ”
shall mean one or more instructions in human readable form, including comments,
definitions and annotations, which are generally formed and organized to the syntax of a computer or programmable logic programming
language.
(cccc) “ Specified Agreement ” shall have the meaning set forth in Section 8.12(a)
of the Sellers Disclosure
Schedule.
(dddd) “ Subsidiary ”
shall mean, with respect to any party, any corporation or other organization, whether
incorporated or unincorporated, of which (i) at least a majority of the securities or other interests having by their terms ordinary voting
power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other
organization is directly or indirectly owned or controlled by such party, corporation or organization or by any one or more of its
Subsidiaries, or (ii) such party, corporation or organization or any other Subsidiary of such party, corporation
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