Seagate 2010 Annual Report Download - page 235

(d)
“ Change of Control ” means a transaction or a series of related transactions in which ownership or control, directly or
indirectly, of more than fifty percent (50%) of the voting stock or other equity interest of an entity or individual or to one or more related entities
or individuals who did not previously own at least a fifty percent (50%) interest in such entity. Notwithstanding the foregoing, a “Change of
Control”
shall not include, and the following shall not be considered a restricted transfer or assignment of this IP Agreement: any public offering
of such entity’s capital stock pursuant to a registration statement filed with the Securities and Exchanges Commission, a reincorporation or re-
domicile of an entity, or a change in corporate form from a public to a private company (including through the acquisition of an entity by
management or financial investors).
(e)
“ Closing ” has the meaning set forth in the APA.
(f)
“ Closing Date ” has the meaning set forth in the APA.
(g)
“ Components ” has the meaning set forth in the APA.
(h)
“ Confidential Information ” has the meaning set forth in the APA. For the avoidance of doubt, the Transferred
Copyable Technology (as such term is defined in the APA) shall, prior to the Closing Date, be the Confidential Information of Seller and
following the Closing Date be the Confidential Information of both Seller and Purchaser.
(i)
“ Copyrights ” has the meaning set forth in the APA.
(j)
“ Custom Components ” has the meaning set forth in the APA.
(k)
“ Derivative Work(s) ” means any work of authorship, or other subject matter that is protected by Copyright, that is
based, in whole or in part, upon one or more pre-existing works, such as a revision, modification, translation, abridgment, condensation,
expansion or any other form in which such pre-existing works may be recast, transformed or adapted and which, if prepared without
authorization of the owner of the Copyright in such pre-existing work, would constitute a Copyright infringement absent a license. For purposes
of this IP Agreement, a Derivative Work shall also include any compilation that incorporates such a pre-existing work.
(l)
“Excluded Patents” has the meaning set forth in the APA.
(m)
“ HDD ” has the meaning set forth in the APA.
(n)
“ Licensed Back Other IP ” means all of the Transferred Other IP to the extent embodied in, or practiced by, or
disclosed by the Retained Technology (including any of the Transferred Copyable Technology not used exclusively in the Business) being used
in the business of Seller or its Affiliates, other than in the Business, as of the Closing.
(o)
“ Licensed Other IP ” means any Other IP owned by Seller or any Seller Subsidiary, other than the Transferred Other
IP, that is embodied in, practiced by, or disclosed by, the Transferred Technology, as of the Closing, as the case may be.
(p) “ Mask Work ” means a semiconductor mask work and the files (including GDSII files) needed to generate such mask
work.
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