Seagate 2010 Annual Report Download - page 234

INTELLECTUAL PROPERTY AGREEMENT
THIS INTELLECTUAL PROPERTY AGREEMENT (this “ IP Agreement ”) is dated as of April 19, 2011 (the “ Agreement Date
”), by and between Samsung Electronics Co., Ltd., a company organized under the laws of the Republic of Korea (“ Seller ”), and Seagate
Technology International, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“ Purchaser ”)
which
is a wholly-owned subsidiary of Seagate Technology plc, a company incorporated under the laws of the Republic of Ireland (“ Guarantor ”).
Each of Seller and Purchaser shall be a “ Party ”, and together the “ Parties ”, as the context requires. This IP Agreement is entered into in
connection with the Asset Purchase Agreement (the “ APA ”)
of even date herewith among Guarantor, Seller, and Purchaser. This IP Agreement
shall take effect as of the date of the Closing (as defined in the APA). In the event the Closing does not occur, this IP Agreement shall not take
effect, and neither Party shall have any rights or obligations hereunder.
W I T N E S S E T H:
WHEREAS , in connection with the APA, Seller will transfer to Purchaser certain Transferred IP and Transferred Technology ;
WHEREAS , pursuant to this IP Agreement, Seller will license to Purchaser certain other of Seller’s Intellectual Property rights other
than Patents and Trademarks;
WHEREAS , pursuant to this IP Agreement, Purchaser will license back to Seller certain of the Transferred IP (other than Patents and
Trademarks) and Transferred Technology transferred to Purchaser pursuant to the APA;
WHEREAS , the Parties are entering into a Patent Cross License (as defined below); and
WHEREAS , the Parties wish to address certain other matters related to Technology and Intellectual Property rights (other than Patents
and Trademarks).
NOW, THEREFORE , in consideration of the mutual premises recited in this IP Agreement as well as the associated payments and
other consideration recited in the APA, the Parties agree as follows, to become effective only upon the Closing (as defined hereinafter):
ARTICLE I.
DEFINITIONS
1.1
Definitions . As used in this IP Agreement, the following terms have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined). Capitalized term not defined herein, are as defined in the APA:
(a)
“ Affiliate ” has the meaning set forth in the APA.
(b)
“ Business ” has the meaning set forth in the APA.
(c)
“ Business Products ” has the meaning set forth in the APA.