Seagate 2010 Annual Report Download - page 241

no rights are granted to a Party with respect to any improvements or Derivative Works made by the other Party after Closing.
6.2
Binding on Successors and Assigns . This IP Agreement shall be binding upon and inure to the benefit of the Parties and their
respective successors and permitted assigns and on the successors and assigns of any Patent that is the subject of a license or obligation to
transfer granted to a Party under this IP Agreement.
6.3
Governing Law .
(a)
This IP Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State
of Delaware (without giving effect to principles of conflicts of laws).
(b)
All disputes, controversies or claims arising out of or in connection with this IP Agreement or the transactions
contemplated hereby shall be heard and determined exclusively by the Court of Chancery of the State of Delaware, or if that court lacks
jurisdiction, a state or federal court sitting in the State of Delaware. Each Party:
(i)
expressly and irrevocably consents and submits to the jurisdiction of the Court of Chancery of the State of
Delaware, or if that court lacks jurisdiction, a state or federal court sitting in the State of Delaware (and each appellate court located in the State
of Delaware), in connection with any legal proceeding relating to any disputes, controversies or claims arising out of or in connection with this
IP Agreement or the transactions contemplated hereby;
(ii)
agrees that service of any process, summons, notice or document by registered or certified mail addressed to
it at the address set forth in Section 6.7 shall constitute effective service of such process, summons, notice or document for purposes of any such
legal proceeding;
(iii)
agrees that the Court of Chancery of the State of Delaware, or if that court lacks jurisdiction, a state or
federal court sitting in the State of Delaware (and each appellate court located in the State of Delaware), shall be deemed to be a convenient
forum; and (iv)
agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced
in the Court of Chancery of the State of Delaware, or if that court lacks jurisdiction, a state or federal court sitting in the State of Delaware (and
each appellate court located in the State of Delaware), any claim by any of the Seller, the Purchaser or the Guarantor that it is not subject
personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such
proceeding is improper or that this IP Agreement or the subject matter of this IP Agreement may not be enforced in or by such court.
6.4
Enforcement . Each Party acknowledges that the other Party will be irreparably harmed and that there will be no adequate
remedy at law for any violation by any Party of any of the covenants or agreements contained in this IP Agreement, including the confidentiality
obligations set forth in Section 6.5. It is accordingly agreed that, in addition to any other remedies that may be available upon the breach of any
such covenants or
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