Seagate 2010 Annual Report Download - page 230

law rights thereto, registrations and applications for registration thereof throughout the world, all rights therein provided by international treaties
and conventions.
“Trade Secrets” means all rights in any jurisdiction to limit the use or disclosure of know-how and other confidential or proprietary
technical, business, and other information, including manufacturing and production processes and techniques, research and development
information, technology, drawings, specifications, designs, plans, proposals, technical data, financial, marketing, and business data, pricing and
cost information, business and marketing plans, customer and supplier lists and information based on both reasonable measures being taken to
keep the foregoing confidential and the foregoing having economic value.
“Transaction Documents” has the meaning ascribed to it in the Recitals.
“Transfer Agreement” means each transfer, assignment and assumption agreement by the Seller and/or any of the Seller Subsidiaries,
as applicable, on the one hand, and the Purchaser and/or any of the Purchaser Designees, on the other hand, in order to consummate the
transactions contemplated by this Agreement in each relevant jurisdiction, reflecting local legal requirements or local customary practice, which
may also require that the Transfer Agreement shall take the form of a separate sale and purchase agreement with a local purchase price to be paid
in U.S. dollars or any other currency agreed by the parties thereto; it being understood that all substantive agreements shall be governed by this
Agreement without creating any additional indemnification or other liabilities on any party under any Transfer Agreement and this Agreement
shall take precedent over any and all Transfer Agreements.
“Transferred Employees” has the meaning ascribed to it in Section 5.6(a).
“Transferred Inventory” means all inventory, including finished goods, raw materials and work in progress (whether in transit to or
otherwise in storage on behalf of the Seller or the Seller Subsidiaries) intended for use exclusively in the Business.
“Transferred Other IP” means the Other IP that both is owned by the Seller or the Seller Subsidiaries and used exclusively in the
Business including, if applicable, Other IP exclusively in and to any Transferred Technology, as set forth on Schedule 1.1(e) of the Seller
Disclosure Schedules.
“Transferred IP” means (i) the Transferred Patents, (ii) the Transferred Other IP and (iii) the Transferred Trademarks.
“Transferred Patents” means the Patents listed on Schedule 1.1(c) of the Seller Disclosure Schedules, it being agreed and understood
that the Patents listed on Schedule 1.1(c) of the Seller Disclosure Schedules shall include, without limitation, (i) any Patent owned by the Seller
or any of its Subsidiaries that claims (or is entitled to claim) priority from any of the other Patents listed on the schedule, (ii) any Patent that is a
continuation, continuation in part, divisional or reissue, of any other scheduled Patent or linked to any other scheduled Patent by a terminal
disclaimer, and (iii) any foreign counterpart of any scheduled Patent.
“Transferred Tangible Assets” means all plants, equipments and other tangible assets used exclusively in the Business and located at
the Asset Locations (other than the Excluded
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