Netgear 2012 Annual Report Download - page 196

within the Transferred Technology. To the Knowledge of Sellers, there has been no unauthorized disclosure by any Person of any such
confidential information and trade secrets.
5.13 Contracts
(a) Section 5.13(a)
of the Sellers Disclosure Schedule sets forth a complete and accurate list of all Material Contracts
as of the date hereof and all Transferred Contracts. For purposes of this Agreement, “ Material Contracts ”
means the following
Contracts relating to the AirCard Business (whether in whole or in part):
(i)
all purchase or supply agreements with customers of the AirCard Business (including distributors and
resellers) accounting for at least 85% of the revenue of the AirCard Business in each of fiscal year 2011 and for the nine (9)
month period ended September 30, 2012;
(ii)
all supply agreements with the top four (4) largest suppliers of any raw material or components
incorporated into AirCard Products;
(iii) all manufacturing agreements with a material contract manufacturer of the AirCard Business;
(iv)
all Contracts pursuant to which a Seller or any of its Subsidiaries has licensed or is obligated to license
any Transferred IP to a third party, excluding any non-
exclusive licenses to (A) AirCard Products granted by a Seller or any of
its Subsidiaries in the ordinary course of the AirCard Business incidental to the sale or manufacture of AirCard Products to an
end customer; and (B) any Technology that is embedded or incorporated in, or distributed with, AirCard Products, in the
ordinary course of the AirCard Business incidental to the sale or manufacture of AirCard Products to an end customer (the “
Out-Licenses ”);
(v)
all Contracts pursuant to which a third party has licensed any Technology or Intellectual Property Rights
to a Seller or any of its Subsidiaries that is material to the conduct of the AirCard Business as currently conducted (other than
licenses for Standards Essential Patents, and licenses for enterprise software, Shrink-
Wrap Code or any other Software licensed
in Object Code only for internal use purposes) (the “ In-Licenses ”); and
(vi)
any Contract, which is not an Standards Essential Patent license, that involves the payment of royalties
to any other Person.
(b) Except as set forth in Section 5.13(b)
of the Sellers Disclosure Schedule, Sellers have made available to Buyers
true and correct copies of all Material Contracts and all Transferred Contracts (including all amendments, supplements and other
modifications thereto) as in effect on the date hereof. Each Transferred Contract is a valid and binding agreement of Sellers or their
Subsidiaries and is in full force and effect in accordance with its terms. Neither Sellers nor any of their Subsidiaries have violated or
breached in any material respect, and neither Sellers nor any of their Subsidiaries have committed any material default under, any
Transferred Contract, which remains uncured, and, to the Knowledge of Sellers, no other Person has violated or breached in any
material respect, or committed any material default under, any Transferred Contract which remains uncured. To the Knowledge of
Sellers and assuming that all consents set forth on Section 5.3
of the Sellers Disclosure Schedule are obtained no event has occurred,
and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to: (i) result
in a material violation or material breach of any of the provisions of any Transferred Contract; (ii) give any Person the right to declare a
default or exercise any remedy under any Transferred
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