Netgear 2012 Annual Report Download - page 164

(kkkk) “ Third Party Components ”
shall mean any Technology that is not exclusively owned by Sellers or any of
their Subsidiaries and that is embedded in, incorporated into or distributed by Sellers or any of their Subsidiaries with any Business
Software or any AirCard Product that is, as of the date hereof, sold or distributed, or offered for sale or distribution.
(llll) “ Time of Closing ” shall mean the time of Closing on the Closing Date.
(mmmm) “ Transaction Agreements ” shall mean this Agreement, the Cross-
License Agreement, the Joint
Development Agreement, the Transition Services Agreement, the Non-Competition and Non-
Solicitation Agreement, the Bills of Sale,
the Assignment and Assumption Agreements, the IP Assignment Agreements, the Assignments of Lease and the Escrow Agreement.
(nnnn) “ Transfer Regulations ”
shall mean the Council Directive 77/187/EEC of 14 February 1977 on the
approximation of the laws of the Member States relating to the safeguarding of employees’
rights in the event of transfers of
undertakings, businesses or parts of businesses (and its amendments) (collectively referred to as “ Acquired Rights Directive ”)
and the
Laws of any EU Member State implementing such Acquired Rights Directive.
(oooo) “ Transferred Books and Records ”
shall mean the business records, personnel records, sales order files,
purchase order files, engineering order files, warranty and repair files, supplier lists, customer lists, dealer, representative and distributor
lists, market studies, market research, customer surveys, AirCard Product roadmaps, forms, designs, diagrams, drawings, specifications,
technical data, production and quality control records and formulations, of Sellers or any of their Subsidiaries to the extent specifically
related to the AirCard Business, including all Patent Files for the Transferred Patents.
(pppp) “ Transferred Contracts ” shall mean the Contracts set forth under the heading “Transferred Contracts”
on
Section 5.13(a) of the Sellers Disclosure Schedule.
(qqqq) “ Transferred Inventory ”
shall mean all Inventory allocated or assigned to the AirCard Products as of the
Closing Date in accordance with the methodology set forth in Section 3.2(a)(ii) of the Sellers Disclosure Schedule.
(rrrr) “ Transferred IP ”
shall mean (i) all Transferred Patents, (ii) all Transferred Other IP, (iii) all Transferred
Trademarks and (iv) all Transferred Technology.
(ssss) “ Transferred Leases ” shall mean the leases and subleases of Real Property set forth on Schedule 1.1
(tttt) “ Transferred Other IP ”
shall mean (i) all Other IP owned by Sellers or any of their Subsidiaries as of the
Closing that are used exclusively in, held for use exclusively in or exclusively related to the operation of the AirCard Business as
currently conducted or as currently contemplated to be conducted, and (ii) all Other IP owned by Sellers or any of their Subsidiaries as
of the Closing that are embodied in any Transferred Technology.
(uuuu) “ Transferred Patents ” shall mean the Patents listed on Schedule 1.1(uuuu)
, together with (i) any Patent that
claims priority from any of the Patents listed on Schedule 1.1(uuuu)
, (ii) any Patent that is a continuation, continuation in part (but only
to the extent of any claims therein that are entitled to claim priority from any such scheduled Patent), divisional or reissue, of any such
scheduled Patent or linked to any other such scheduled Patent by a terminal disclaimer, and (iii) any foreign counterpart of any such
scheduled Patent.
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