ASSET PURCHASE AGREEMENT

Exhibit 2.1

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

and

INFINEON TECHNOLOGIES AG

dated as of August 20, 2007

TABLE OF CONTENTS

						Page
1.		Definitions					2
		1.1		Defined Terms			2
		1.2		Additional Defined Terms			11
		1.3		Other Definitional and Interpretive Matters			12
2.		Purchase and Sale of the Mobility Business					13
		2.1		Purchase and Sale of Assets			13
		2.2		Excluded Assets			15
		2.3		Purchase Price			16
		2.4		Assumed Liabilities			18
		2.5		Excluded Liabilities			19
		2.6		Further Assurances; Further Conveyances and Assumptions;
				Consent of Third Parties			21
		2.7		Proprietary Information			22
		2.8		Bulk Sales Law			22
		2.9		Taxes			23
		2.10		Buyer Designee			24
3.		Representations and Warranties of Seller					24
		3.1		Organization and Qualification			24
		3.2		Subsidiaries			24
		3.3		Authorization; Binding Effect			25
		3.4		Non-Contravention; Consents			25
		3.5		Title to Property; Principal Equipment; Sufficiency of Assets			26
		3.6		Permits; Licenses			27
		3.7		Real Estate; Environmental Matters			27
		3.8		Compliance With Laws			28
		3.9		Litigation			29
		3.10		Business Employees			29
		3.11		Contracts			30
		3.12		Revenues; Financial Information; Absence of Certain Changes			31
		3.13		Intellectual Property			33
		3.14		Product Liability and Recalls			36
		3.15		Product Warranty			36
		3.16		Inventory			37
		3.17		Customer and Suppliers			37
		3.18		Restrictions on the Mobility Business			37
		3.19		Brokers			37
		3.20		Taxes			37
		3.21		No Other Representations or Warranties			38
4.		Representations and Warranties of Buyer					38
		4.1		Organization and Qualification			38

						Page
		4.2		Authorization; Binding Effect			39
		4.3		Non-Contravention; Consents			39
		4.4		Brokers			40
		4.5		Sufficiency of Funds			40
		4.6		No Other Representations or Warranties			40
5.		Certain Covenants					41
		5.1		Access and Information			41
		5.2		Conduct of the Mobility Business			42
		5.3		Tax Reporting and Allocation of Consideration			43
		5.4		Business Employees			44
		5.5		Collateral Agreements; Leased Equipment			46
		5.6		Regulatory Compliance; Post-Closing Cooperation			47
		5.7		Contacts with Suppliers and Customers; Transfer of Information			48
		5.8		Use of the Seller Name			49
		5.9		Non-Solicitation or Hiring of Transferred Employees			50
		5.10		No Negotiation or Solicitation			50
		5.11		Non-Competition			51
		5.12		Post Closing Remittances			52
		5.13		Prorations and Adjustments			52
		5.14		Post-Closing Warranty Arrangements.			52
		5.15		Updates			54
6.		Confidential Nature of Information					54
		6.1		Confidentiality Agreement			54
		6.2		Seller’s Proprietary Information			54
		6.3		Buyer’s Proprietary Information			55
		6.4		Confidential Nature of Agreements			56
7.		Closing					57
		7.1		Deliveries by Seller or the Subsidiaries			57
		7.2		Deliveries by Buyer or a Buyer Designee			57
		7.3		Closing Date			58
8.		Conditions Precedent to Closing					58
		8.1		General Conditions			58
		8.2		Conditions Precedent to Buyer’s Obligations			59
		8.3		Conditions Precedent to Seller’s Obligations			59
9.		Status of Agreements					60
		9.1		Survival of Representations and Warranties			60
		9.2		General Agreement to Indemnify			60
		9.3		General Procedures for Indemnification			62

						Page
10.		Miscellaneous Provisions					64
		10.1		Notices			64
		10.2		Expenses			65
		10.3		Entire Agreement; Modification			65
		10.4		Assignment; Binding Effect; Severability			65
		10.5		Governing Law			65
		10.6		Consent to Jurisdiction			65
		10.7		Waiver of Jury Trial			66
		10.8		Execution in Counterparts			66
		10.9		Public Announcement			66
		10.10		No Third-Party Beneficiaries			67
11.		Termination and Waiver					67
		11.1		Termination			67
		11.2		Effect of Termination			68
		11.3		Waiver of Agreement			68
		11.4		Amendment of Agreement			68

Schedules

Schedule 1.1(a)		Individuals with Knowledge
Schedule 1.1(b)		Products
Schedule 1.1(c)		Contingent Payment
Schedule 2.1(h)		Licenses
Schedule 2.1(j)		Governmental Permits
Schedule 2.2(f)		Excluded Contracts
Schedule 2.4(b)		Retention Bonus Payments
Schedule 3.2		Subsidiaries
Schedule 3.4(b)		Required Consents
Schedule 3.7(a)		Assumed Leases; Leased Premises
Schedule 3.7(c)		Environmental Matters
Schedule 3.8		Compliance with Laws
Schedule 3.9		Litigation
Schedule 3.10(a)		Business Employees
Schedule 3.10(b)		Benefit Plans
Schedule 3.11		Material Contracts
Schedule 3.12(a)		Statement of Revenues
Schedule 3.12(b)		Other Financial Information
Schedule 3.12(d)		Manufacturing Data
Schedule 3.12(e)		Certain Events
Schedule 3.13(b)		Intellectual Property
Schedule 3.14(b)		Product Liability and Recalls
Schedule 3.15		Product Warranty Terms
Schedule 3.17		Customers and Suppliers
Schedule 5.4(b)		Relocation and Tuition Benefits; International Assignees
Schedule 5.4(c)		Severance Benefits
Schedule 7.1(b)		Required Closing Consents

Exhibits

Exhibit A		Form of Assignment and Bill of Sale and Assumption Agreement
Exhibit B		Form of Intellectual Property Agreement
Exhibit C		Form of Lease Assignment
Exhibit D		Form of Sublease
Exhibit E		Form of Supply Agreement
Exhibit F		Form of Transition Services Agreement

ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (“ Agreement ”) is made as of August 20, 2007 by and between LSI CORPORATION, a Delaware corporation (“ Seller ” or “LSI”), and INFINEON TECHNOLOGIES AG, a German stock company (“ Buyer ”).

RECITALS

     A.  WHEREAS , Seller and its Subsidiaries (as hereinafter defined) are, among other things, engaged through one of its business units (referred to herein as “ Mobility Products Group ”) in the Mobility Business (as hereinafter defined);

     B.  WHEREAS , the Mobility Business is comprised of certain assets and liabilities that are currently part of Seller and its Subsidiaries, including part of Agere Systems Inc. (“ Agere ”);

     C.  WHEREAS , Seller and certain of its Subsidiaries desire to sell, transfer and assign to Buyer or a Buyer Designee (as hereinafter defined), and Buyer or a Buyer Designee desires to purchase and assume from Seller and its Subsidiaries, the Purchased Assets (as hereinafter defined), and Buyer or a Buyer Designee is willing to assume, the Assumed Liabilities (as hereinafter defined), in each case as more fully described and upon the terms and subject to the conditions set forth herein; and

     D.  WHEREAS , Seller and/or certain of its Subsidiaries and Buyer or a Buyer Designee desire to enter into each Assignment and Bill of Sale and Assumption Agreement, the Intellectual Property Agreement, each Lease Assignment, each Sublease, the Supply Agreement, and the Transition Services Agreement (each as hereinafter defined, and collectively, the “ Collateral Agreements ”).

      NOW, THEREFORE , in consideration of the mutual agreements and covenants herein contained and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Definitions

      1.1 Defined Terms

     For the purposes of this Agreement the following words and phrases shall have the following meanings:

     “ Affiliate ” of any Person means any Person that controls, is controlled by, or is under common control with such Person. As used herein, “ control ” (including the terms “ controlling ”, “ controlled by ” and “ under common control with ”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or other interests, by contract or otherwise.

     “ Assigned Intellectual Property ” means all of the Intellectual Property owned by Seller or one of its Affiliates that is used or held for use primarily in the operation or conduct of the Mobility Business, including the Code and associated Documentation (as each such term is defined in the Intellectual Property Agreement) identified in Appendix B to the Intellectual Property Agreement, the Information (as such term is defined in the Intellectual Property Agreement) identified in Appendix D to the Intellectual Property Agreement and the Patents identified in Schedule A to Appendix G to the Intellectual Property Agreement.

     “ Assignment and Bill of Sale and Assumption Agreement ” means each agreement in substantially the form set forth as Exhibit A .

     “ Assumed Leases ” means the Leases to be assumed by Buyer or a Buyer Designee pursuant to a Lease Assignment or Sublease and identified on Schedule 3.7(a), as the same may be updated prior to Closing by the parties to reflect Lease Assignments and Subleases to be entered into by the parties.

     “ Benefit Plan ” means, in respect of any Business Employee, each Pension Plan, Welfare Plan and employment, bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock option, stock purchase, phantom stock, performance, retirement, thrift, savings, stock bonus, excess benefit, supplemental unemployment, paid time off, perquisite, fringe benefit, vacation, sick leave, severance or retention, redundancy policy, disability, death benefit, hospitalization, medical, dental, life insurance, welfare benefit or other plan, program, agreement or arrangement, in each case maintained or contributed to, or required to be maintained or contributed to, by Seller or its Subsidiaries.

     “ Business Day ” means a day that is not (i) a Saturday, a Sunday or a statutory or civic holiday in the State of New York, (ii) a day on which banking institutions are required by Law to be closed in the State of New York, or (iii) a day on which the principal offices of Seller or Buyer are closed or become closed prior to 2:00 p.m. local time.

     “ Business Employees ” means the employees of Seller or its Subsidiaries employed in the Mobility Business and identified on Schedule 3.10(a) .

     “ Business Records ” means all books, records, ledgers, tangible data, disks, tapes, other media-storing data and files or other similar information whether in hardcopy or computer format and whether stored in network facilities or otherwise, in each case to the extent used or held for use primarily in the operation or conduct of the Mobility Business, including engineering information, manuals and data, including databases for reference designs, product datasheets, sales and purchase correspondence, including price lists, lists of present and former customers, information concerning customer contacts, purchasing history and invoices, technical characteristics and other information reasonably required for ongoing customer relationships, lists of present and former suppliers or vendors, mailing lists, warranty information, catalogs, sales promotion literature, advertising materials, brochures, bids, records of operation, accounting and financial records, personnel and employment records, standard forms of documents, manuals of operations or business procedures, designs, research materials and product testing reports, and any information relating to any Tax imposed on any Purchased Assets, but excluding any such items to the extent (i) they are included in, or primarily related to, any Excluded Assets or Excluded Liabilities, or (ii) any applicable Law prohibits the transfer of such information.

     “ Buyer Designee ” means one or more Affiliates of Buyer identified to Seller in accordance with Section 2.10 prior to the Closing Date.

     “ CERCLA ” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §§ 9601 et seq . as amended.

     “ Closing ” means the closing of the transactions described in Article 7.

     “ Closing Date ” means the date of the Closing as determined pursuant to Section 7.3.

     “ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

     “ Confidentiality Agreement ” means the agreement between Seller and Buyer dated May 16, 2007.

     “ Contracts ” means all Third-Party contracts, agreements, leases and subleases, supply contracts, commitments, purchase orders, sales orders, binding offers and instruments, or other written or oral arrangements, used or held for use in each case primarily in the operation or conduct of the Mobility Business, that will be in effect on the Closing Date to which Seller or a Subsidiary is a party, including the contracts identified as to be assigned on Schedule 2.1(h) and any such contracts, agreements, leases and subleases, supply contracts, commitments, purchase orders, sales orders and instruments (i) for the lease of machinery, equipment, motor vehicles, furniture or office equipment, (ii) for the provision of goods or services to the Mobility Business, (iii) for the sale of goods or performance of services by the Mobility Business, (iv) for the sale and distribution of the Products of the Mobility Business, and (v) any such contracts, agreements, leases and

subleases, supply contracts, commitments, purchase orders, sales orders and instruments, or other written or oral arrangements referred to in clauses (i) — (iv), inclusive, entered into between the date hereof and the Closing Date by Seller or a Subsidiary to the extent such Contracts entered into after the date hereof were entered into in the ordinary course of business consistent with past practice and outstanding as of the Closing Date, but not the Excluded Contracts.

     “ Copyright s” means copyrights, whether registered or unregistered and whether arising under the laws of the United States or any other jurisdiction anywhere in the world, including all registrations and applications for registration with respect thereto.

     “ Encumbrance ” means any lien, claim, charge, security interest, mortgage, pledge, easement, capital lease, conditional sale or other title retention agreement, covenant or other similar restriction, adverse claims of ownership or use, or other similar restriction or Third Party right affecting the Purchased Assets, but shall not include Permitted Encumbrances.

     “ Environmental Law ” means any Law that governs the existence of or provides a remedy for release of Hazardous Substances, the protection of persons, natural resources or the environment, the management of Hazardous Substances, or other activities involving Hazardous Substances including under CERCLA, the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Clean Water Act, 33 U.S.C. Section § 1251 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq., the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq., and the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., or any other similar Law, as any such Law has been amended or supplemented, and the regulations promulgated pursuant thereto.

     “ Environmental Liabilities ” means any and all liabilities arising in connection with or in any way relating to Seller or a Subsidiary (or any predecessor of Seller or a Subsidiary or any prior owner of all or part of its business and assets), any property now or previously owned, leased or operated by such Seller or a Subsidiary, the Mobility Business (as currently or previously conducted), or the Purchased Assets which (i) arise under or relate to any Environmental Laws and (ii) relate to actions occurring or conditions existing on or before the Closing Date.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

     “ ERISA Affiliate ” means each Subsidiary and any other Person that, together with Seller or any of the Subsidiaries is treated as a single employer under Section 414(b),(c), (m) or (o) of the Code and the regulations thereunder.

     “ Excluded Contracts ” means those Contracts (i) identified in Schedule 2.2(f) , (ii) under which performance by Seller or an Affiliate of Seller has been completed and for which there is no remaining warranty, maintenance, or support obligation, (iii) that constitute a General Purchase Agreement, (iv) under which performance by the counterparty

has been completed and for which there is no remaining payment obligation of such party, or (v) primarily related to Excluded Assets or Excluded Liabilities.

     “ Excluded Taxes ” means any liability, obligation or commitment, whether or not accrued, assessed or currently due and payable, for any Taxes of Seller or its Affiliates, and any Taxes relating to, pertaining to, or arising out of, the Mobility Products Group or the Purchased Assets for any Pre-Closing Tax Period, including all interest, penalties or other amounts with respect thereto accruing in Post-Closing Tax Periods.

     “ Fixtures and Supplies ” means all furniture, furnishings and other tangible personal property owned by Seller or a Subsidiary and used or held for use primarily in the operation or conduct of the Mobility Business, including desks, tables, chairs, benches, file cabinets, racks, cubicles and other storage devices and office supplies and any additions, improvements, replacements and alterations thereto between the date hereof and the Closing Date and all warranties and guarantees, if any, express or implied with respect to the foregoing, but excluding any such items primarily related to Excluded Assets or Excluded Liabilities.

     “ GAAP ” means U.S. generally accepted accounting principles.

     “ General Purchase Agreements ” means Third-Party supply contracts or other agreements between Seller or an Affiliate of Seller and a Third Party pursuant to which Seller or an Affiliate purchases products or services from such Third-Party for any of Seller’s or an Affiliate’s businesses and not used or held for use primarily in the operation or conduct of the Mobility Business.

     “ Governmental Body ” means any legislative, executive or judicial unit of any governmental entity (supranational, national, federal, provincial, state or local) or any department, commission, board, agency, bureau, official or other regulatory, administrative or judicial authority thereof.

     “ Governmental Permits ” means all governmental permits and licenses, certificates of inspection, approvals or other authorizations issued to Seller or a Subsidiary with respect to the Mobility Business or the Premises and necessary for the operation of the Mobility Business or the Premises as currently conducted under applicable Laws.

     “ Hazardous Substance ” means (i) any hazardous, toxic or dangerous waste, substance or material defined as such pursuant to any Environmental Law, (ii) asbestos or PCBs and (iii) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Body pursuant to any Environmental Law.

     “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

     “ Intellectual Property ” means all intellectual property rights arising from or associated with any of the following, whether protected, created or arising under the laws of

the United States or any other jurisdiction anywhere in the world: (a) Copyrights, (b) Trademarks, (c) Patents, (d) Trade Secrets, (e) mask work rights and other rights protecting integrated circuit or chip topographies or designs and (f) moral rights, data base rights and any other proprietary, intellectual or industrial property rights of any kind or nature.

     “ Intellectual Property Agreement ” means the agreement in substantially the form set forth as Exhibit B .

     “ Inventory ” means all inventory, wherever located, including raw materials, work in process, recycled materials, finished products, inventoriable supplies, and non-capital spare parts owned by Seller or a Subsidiary and used or held for use primarily in the operation or conduct of the Mobility Business, and any rights of Seller or a Subsidiary to the warranties received from suppliers and any related claims, credits, rights of recovery and setoff with respect to such Inventory, but only to the extent such rights are assignable, but excluding any such items primarily related to Excluded Assets or Excluded Liabilities.

     “ IRS ” means the U.S. Internal Revenue Service.

     “ knowledge of Seller ” or “ to Seller’s knowledge ” means the actual knowledge of the individuals specified on Schedule 1.1(a) after reasonable investigation.

     “ Law or Laws ” means any supranational, national, federal, state, provincial or local law, statute, ordinance, rule, regulation, code, order, judgment, injunction or decree of any country.

     “ Lease ” means the lease for any of the Leased Premises.

     “ Lease Assignment ” means each assignment agreement with respect to a Lease in substantially the form set forth as Exhibit C .

     “ Leased Equipment ” means the vehicles, computers, servers, machinery and equipment and other similar items leased and used or held for use by Seller or a Subsidiary primarily in the operation or conduct of the Mobility Business but excluding any such items primarily related to Excluded Assets or Excluded Liabilities.

     “ Leased Premises ” means the real property that is leased by Seller or a Subsidiary from Third Parties and used by Seller or a Subsidiary primarily in the conduct of the Mobility Business as identified on Schedule 3.7(a) .

     “ Licensed Intellectual Property ” means all of the Intellectual Property owned by Seller or one of its Affiliates that is being licensed to Buyer pursuant to the Intellectual Property Agreement.

     “ Licenses ” means all licenses, agreements and other arrangements identified on Schedule 2.1(h) under which Seller or a Subsidiary has the right to use any Intellectual

Property of a Third Party used or held for use primarily in the operation and conduct of the Mobility Business but not (i) the Nonassignable Licenses, (ii) generally available shrink-wrap software licenses, or (iii) any such items primarily related to Excluded Assets or Excluded Liabilities

     “ Mobility Business ” means the worldwide design, engineering, manufacturing, use, marketing, sale and distribution of integrated circuits and related Software for use in mobile phone and other wireless data and voice communications products consisting of the following mobility businesses of Seller and its Subsidiaries: (i) cellular modem solutions for GSM technology based handsets including GPRS and EDGE and (ii) 3G based handsets and custom integrated circuits for use in satellite digital radio receivers, as currently carried on by the Mobility Products Group of Seller, but excluding (a) any Seller manufacturing and assembly and test facilities, (b) any billing, order entry, fulfillment, accounting, collections, sales and other centralized functional organizations within, or controlled by, Seller, and (c) the operations of the Mobility Products Group located in Australia and Israel.

     “ Nonassignable Licenses ” means those Licenses of Proprietary Information under which Seller or an Affiliate of Seller is the licensee that are (i) not by their terms assignable as set forth on Schedule 2.1(h) or (ii) related to other businesses of Seller or an Affiliate of Seller and not used or held for use primarily in the operation or conduct of the Mobility Business, such as corporate IT licenses.

     “ Patents ” means patents or patent applications of any kind or nature (including industrial designs and utility models that are subject to statutory protection), wheresoever issued or pending anywhere in the world.

     “ Pension Plan ” means each “ employee pension benefit plan ” (within the meaning of Section 3(2) of ERISA) or similar equivalent under applicable Laws other than the United States.

     “ Permitted Encumbrances ” means any (i) statutory lien for Taxes, assessments and other governmental charges or liens of carriers, landlords, warehouseman, mechanics and material men incurred in the ordinary course of business, in each case for sums not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings, (ii) liens incurred or deposits made in the ordinary course of the Mobility Business in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations, (iii) non-exclusive licenses granted by Seller or an Affiliate of Seller in connection with sales of products to customers in the ordinary course of business of the Mobility Business or, in the case of Patents, in connection with a corporate licensing program, and (iv) any Encumbrance or minor imperfection in title and minor encroachments, if any, that, individually or in the aggregate, are not material in amount, do not materially interfere with the conduct of the Mobility Business or with the use of the Purchased Assets and do not materially affect the value of the Purchased Assets or the Mobility Business.

     “ Person ” means any individual, corporation, partnership, firm, association, joint venture, joint stock company, trust, unincorporated organization or other entity, or any government or regulatory, administrative or political subdivision or agency, department or instrumentality thereof.

     “ Post-Closing Tax Period ” means any Tax period beginning after the Closing Date, and, in the case of any Straddle Period, the portion of such Straddle Period beginning the day after the Closing Date.

     “ Pre-Closing Tax Period ” means any Tax period ending on or before the Closing Date and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Closing Date.

     “ Premises ” means the (i) Leased Premises, and (ii) the premises owned by Seller or a Subsidiary that are not being transferred hereunder, in each case that are used by the Mobility Business.

     “ Principal Equipment ” means the computers, servers, machinery, IT and other equipment (including any related spare parts, dies, molds, tools, and tooling) and other similar items used or held for use by Seller or a Subsidiary primarily in the operation or conduct of the Mobility Business but not the Leased Equipment or any such items primarily related to Excluded Assets or Excluded Liabilities. Principal Equipment includes rights to the warranties received from the manufacturers and distributors of such items and to any related claims, credits, rights of recovery and setoff with respect to such items, but only to the extent that such rights are assignable.

     “ Product(s) ” means the products of the Mobility Business under development, produced, marketed or sold by Seller or a Subsidiary, including the products listed on Schedule 1.1(b) .

     “ Proprietary Information ” means all intellectual property and other information (whether or not protectable by patent, copyright, mask works or trade secret rights) (i) including, but not limited to, works of authorship in any and all media, inventions, discoveries, improvements, patentable subject matter, patents, patent applications, industrial models, industrial designs, trade secrets, trade secret rights, software, works, copyrightable subject matters, copyright rights and registrations, mask works, know-how and show-how, trademarks, trade names, service marks, emblems, logos, insignia and related marks, the goodwill of any business symbolized thereby and all common Law rights related thereto, specifications, technical manuals and data, databases, libraries, blueprints, drawings, designs, techniques, proprietary processes, product information, business plans and development work-in-process; (ii) all registrations and applications for the foregoing; and (iii) all rights to obtain renewals, extensions continuations, continuations-in-part, re-issues, divisions or similar legal protections related thereto.

     “ Return ” means any return, declaration, report, statement, and any other document filed or required to be filed in respect of any Tax, including any amendment thereto.

     “ SEC ” means the U.S. Securities and Exchange Commission.

     “ Seller Material Adverse Effect ” means any fact, circumstance, change or effect that, individually or when taken together with all other such facts, circumstances, changes or effects that exist at the date of determination of the occurrence of the Seller Material Adverse Effect, has or is reasonably likely to have a material adverse effect on the business, operations, financial condition or results of operations of the Mobility Business, taken as a whole or Seller’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby; provided, however, that no facts, circumstances, changes or effects (by themselves or when aggregated with any other facts, circumstances, changes or effects) resulting from, relating to or arising out of (directly, where indicated below) the following shall be deemed to be or constitute a Seller Material Adverse Effect, and no facts, circumstances, changes or effects resulting from, relating to or arising out of the following (directly, where indicated below, and by themselves or when aggregated with any other facts, circumstances, changes or effects) shall be taken into account when determining whether a Seller Material Adverse Effect has occurred or may, would or could occur: (i) economic, financial or political conditions in the United States or any other jurisdiction in which the Mobility Business has substantial business or operations, and any changes therein (including any changes arising out of acts of terrorism, war, weather conditions or other force majeure events), to the extent that such conditions do not have a materially disproportionate impact on the Mobility Business, taken as a whole, relative to other mobility businesses of comparable size, including those described in the column titled “Mobility” under the heading “Competition” in Seller Sub’s most recent Annual Report on Form 10-K (the “ Other Mobility Businesses ”); (ii) conditions in the semiconductor industry, and any industry-wide changes therein (including any changes arising out of acts of terrorism, war, weather conditions or other force majeure events), to the extent that such conditions do not have a materially disproportionate impact on the Mobility Business, taken as a whole, relative to Other Mobility Businesses; (iii) conditions in the financial markets, and any changes therein (including any changes arising out of acts of terrorism, war, weather conditions or other force majeure events), to the extent that such conditions do not have a materially disproportionate impact on the Mobility Business, taken as a whole, relative to Other Mobility Businesses; (iv) acts of terrorism or war; (v) directly from the announcement or pendency of this Agreement and the transactions contemplated hereby; or (vi) directly from compliance by Seller or its Subsidiaries with the express terms of this Agreement or the failure by Seller or its Subsidiaries to take any action that is prohibited by this Agreement.

     “ Software ” means any and all (a) computer programs, including any and all software implementations of algorithms, heuristics models and methodologies, whether in source code or object code, (b) testing, validation, verification and quality assurance materials, (c) databases, conversion, interpreters and compilations, including any and all data and collections of data, whether machine readable or otherwise, (d) descriptions, schematics, flow-charts and other work product used to design, plan, organize and develop any of the

foregoing, (e) software development processes, practices, methods and policies recorded in permanent form, relating to any of the foregoing, (f) performance metrics, sightings, bug and feature lists, build, release and change control manifests recorded in permanent form, relating to any of the foregoing and (g) all documentation, including user manuals, web materials, and architectural and design specifications and training materials, relating to any of the foregoing.

     “ Straddle Period ” means any Tax period that begins on or before and ends after the Closing Date.

     “ Sublease ” means each sublease with respect to a Lease in substantially the form set forth as Exhibit D .

     “ Subsidiary ” means each entity listed on Schedule 3.2 .

     “ Supply Agreement ” means the agreement in substantially the form set forth as Exhibit E .

     “ Target Inventory Amount ” means the amount of Twenty-Five Million Dollars ($25,000,000).

     “ Tax” or “Taxes ” means all taxes of any kind, and all charges, fees, customs, levies, duties, imposts, required deposits or other assessments, including all net income, capital gains, gross income, gross receipt, property, franchise, sales, use, excise, withholding, payroll, employment, social security, worker’s compensation, unemployment, occupation, capital stock, ad valorem, value added, transfer, gains, profits, net worth, asset, transaction, and other taxes, and any interest, penalties or additions to tax with respect thereto, imposed upon any Person by any taxing authority or other Governmental Body under applicable Law.

     “ Technology ” means all information related to, constituting or disclosing, and all tangible copies and embodiments in any media of, any Software or other technology or technical information, including know how, show how, techniques, processes, methods, inventions (whether or not patented or patentable), source code, algorithms, schematics, blue prints, routines, test vectors, mask sets, design databases, drawings, tape outs, simulation models, gerber files, works of authorship, board layouts, ASIC designs, net lists, RTL and high level definition language descriptions of products. For the avoidance of doubt, the term “Technology” does not include any Trademarks.

     “ Third Party ” means any Person not an Affiliate of the other referenced Person or Persons.

     “ Trademarks ” means trademarks, trade names, corporate names, business names, trade styles, service marks, logos, other source or business identifiers and general intangibles of like nature, together with goodwill associated therewith, whether registered or unregistered and whether arising under the laws of the United States or any state or territory thereof or any other jurisdiction anywhere in the world, and registrations and applications for registration with respect to any of the foregoing.

     “ Trade Secrets ” means all information of any kind or nature, in whatever form and whether or not embodied in a tangible medium, including customer lists, concepts, ideas, methods, processes, know-how, methodologies, designs, plans, schematics, bill of materials, drawings, formulae, technical data, specifications, research and development information, Technology and product roadmaps, models, data bases, marketing materials and other proprietary or confidential information, in each case to the extent any of the foregoing derives economic value from not being generally known to other Persons who can obtain economic value from its disclosure or use, excluding any Copyrights or Patents that cover or protect any of the foregoing.

     “ Transition Services Agreement ” means the agreement in substantially the form set forth as Exhibit F .

     “ Welfare Plan ” means each “ employee welfare benefit plan ” (within the meaning of Section 3(1) of ERISA) or similar applicable Laws of jurisdictions other than the United States.

      1.2 Additional Defined Terms

     For purposes of this Agreement, the following terms shall have the meanings specified in the Sections indicated below:

Term		Section
“Agere”		Recital B
“Agreement”		Preamble
“Antitrust Division”		Section 5.6(b)
“Asset Acquisition Statement”		Section 5.3(b)
“Assigned Marks”		Section 3.13(a)
“Assigned Intellectual Property”		Section 3.13(a)
“Assigned Patents”		Section 3.13(a)
“Assigned Registered IP”		Section 3.13(a)
“Assumed Liabilities”		Section 2.4
“Auditor Contingent Payment Report”		Section 2.3(c)(ii)
“Business Intellectual Property”		Section 3.13(b)(ii)
“Business Trade Secrets”		Section 3.13(f).
“Buyer”		Preamble
“Buyer Savings Plan”		Section 5.4(e)
“Closing Date”		Section 7.3
“Closing Inventory Statement”		Section 2.3(b)
“Collateral Agreements”		Recital D
“Contingent Payment”		Section 2.3(c)(i)
“Contingent Payment Statement”		Section 2.3(c)(i)

Term		Section
“Excluded Assets”		Section 2.2
“Excluded Leased Equipment”		Section 5.5(b)
“Excluded Liabilities”		Section 2.5
“FTC”		Section 5.6(b)
“Inbound License Agreements”		Section 3.13(b)(iii)
“Indemnified Party”		Section 9.3(a)
“Indemnifying Party”		Section 9.4(a)
“Inventory Adjustment Amount”		Section 2.3(b)
“Inventory Amount”		Section 2.3(b)
“Licensed Intellectual Property”		Section 3.13(a)
“Losses”		Section 9.3(a)
“LSI”		Preamble
“Material Contracts”		Section 3.11(a)
“Measurement Amount”		Schedule 1.1(c)
“Measurement Period”		Schedule 1.1(c)
“Mobility Intellectual Property”		Section 3.13(b)
“Mobility Products Group”		Recital A
“Nonassignable Assets”		Section 2.6(c)
“Payment Amount”		Section 2.3(c)
“Purchase Price”		Section 2.3
“Purchased Assets”		Section 2.1
“Purchased Leased Equipment”		Section 5.5(b)
“Reasonable Efforts”		Section 5.8(a)
“Required Closing Consents”		Section 3.4(b)
“Required Consents”		Section 3.4(b)
“Retained Legal Proceeding”		Section 5.6(c)
“Seller”		Preamble
“Seller Name”		Section 5.8(a)
“Termination Date”		Section 11.1(e)
“Third-Party Claim”		Section 9.4(a)
“Threshold”		Schedule 1.1(c)
“Transferred Employees”		Section 5.4(a)
“Transfer Taxes”		Section 2.9(a)
“WARN Act”		Section 5.4(g)

      1.3 Other Definitional and Interpretive Matters

     Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

     (a)  Calculation of Time Period . When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the starting reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

     (b)  Gender and Number . Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa.

     (c)  Headings . The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “ Section ” are to the corresponding Section of this Agreement unless otherwise specified.

     (d)  Herein . The words such as “ herein ,” “ hereinafter ,” “ hereof ,” and “ hereunder ” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

     (e)  Including . The word “ including ” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

     (f)  Currency . All currency references included herein shall refer to United States dollars.

     (g)  Reasonable Commercial Efforts . Reasonable commercial efforts means that the obligated party is required to make a diligent, reasonable and good faith effort to accomplish the applicable objective. Such obligation, however, does not require an expenditure of material funds or the incurrence of a liability on the part of the obligated party, nor does it require that the obligated party act in a manner that would be contrary to normal commercial practices in order to accomplish the objective. The fact that the objective is or is not actually accomplished is no indication that the obligated party did or did not in fact utilize its reasonable commercial efforts in attempting to accomplish the objective.

     (h)  Schedules and Exhibits . The Schedules and Exhibits attached to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Any matter specifically disclosed by either party on any one Schedule with respect to any representation, warranty or covenant of such party shall be deemed disclosed for purposes of all other representations, warranties or covenants of such party to the extent that it is reasonably apparent from such disclosure that it also relates to such other representations, warranties or covenants, and to the extent any matter disclosed on any Schedule conflicts with any representation, warranty or covenant of such party contained in this Agreement, and to the extent such conflict is reasonably apparent thereto, such party shall not have any liability with respect such representation, warranty or covenant.

      2.1 Purchase and Sale of Assets

     Upon the terms and subject to the conditions of this Agreement and in reliance on the representations and warranties contained herein, on the Closing Date, Seller shall, or shall cause one or more of the Subsidiaries, as appropriate, to, grant, bargain, sell, transfer, assign, convey and deliver to Buyer or one or more Buyer Designees, and Buyer or one or more Buyer Designees shall purchase, acquire and accept from Seller or the applicable Subsidiary, all of the right, title and interest in, to and under the Purchased Assets that Seller or the applicable Subsidiary owns, leases, licenses, possesses or uses as the same shall exist on the Closing Date, wherever located, free and clear of Encumbrances. For purposes of this Agreement, “ Purchased Assets ” means all the assets, properties and rights used or held for use by Seller or the applicable Subsidiary primarily in the operation or conduct of the Mobility Business, whether tangible or intangible, real, personal or mixed, set forth or described in paragraphs (a) through (n) below (except in each case for the Excluded Assets), whether or not any of such assets, properties or rights have any value for accounting purposes or are carried or reflected on or specifically referred to in Seller’s or the applicable Subsidiary’s books or financial statements:

     (a) the Assumed Leases;

     (b) the Principal Equipment;

     (c) the Purchased Leased Equipment;

     (d) the Fixtures and Supplies;

     (e) the Inventory;

     (f) the Assigned Intellectual Property;

     (g) the Contracts, including all rights to the warranties and to any related claims, causes of action, credits, rights of recovery and setoff with respect thereto;

     (h) the Licenses;

     (i) the Business Records;

     (j) the Governmental Permits that are identified on Schedule 2.1(j) but only to the extent that such Governmental Permits are assignable or transferable to Buyer;

     (k) all prepaid expenses for leased and rented equipment;

     (l) all prepaid deposits for customer orders to be completed after the Closing Date;

     (m) all guarantees, warranties, indemnities and similar rights in favor of Seller or an applicable Subsidiary to the extent related to the items identified in clauses (b), (c), (d), (e) and (f) and (h) above;

     (n) the goodwill of the Mobility Business.

      2.2 Excluded Assets

     Notwithstanding the provisions of Section 2.1, it is hereby expressly acknowledged and agreed that the Purchased Assets shall not include, and neither Seller nor any Subsidiary is granting, bargaining, selling, transferring, assigning, conveying or delivering to Buyer or a Buyer Designee, and neither Buyer nor any Buyer Designee is purchasing, acquiring or accepting from Seller or any Subsidiary, any of the rights, properties or assets set forth or described in paragraphs (a) through (j) below (the rights, properties and assets expressly excluded by this Section 2.2 or otherwise excluded by the terms of Section 2.1 from the Purchased Assets being referred to herein as the “ Excluded Assets ”):

     (a) any of Seller’s or its Affiliate’s receivables, cash, cash equivalents, bank deposits or similar cash items or employee receivables;

     (b) any Proprietary Information of Seller or any Affiliate other than the Assigned Intellectual Property or the Licensed Intellectual Property;

     (c) any (i) confidential personnel records pertaining to any Business Employee, or (ii) other books and records that Seller or any Affiliate of Seller is required by Law to retain; provided, however, that Buyer shall have the right, to the extent permitted by Law, to make copies of any portions of such retained confidential personnel records and other books and records that relate to the Mobility Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees; and (iii) any information management system of Seller or any Affiliate of Seller other than those used or held for use primarily in the operation or conduct of the Mobility Business (or also used in other businesses of Seller for which Buyer has its own license to use; provided , however , that any such information management system is still an Excluded Asset for the purposes hereof) and contained within computer hardware included as a Purchased Asset pursuant to Sections 2.1(b) and (c);

     (d) any claim, right or interest of Seller or any Affiliate of Seller in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, for any Excluded Taxes;

     (e) subject to Section 5.8, any rights to, or the use of, the “Agere,” “Agere Systems,” “LSI” or “LSI Corporation” trademarks;

     (f) the Excluded Contracts, the Nonassignable Licenses and the Excluded Leased Equipment;

     (g) any insurance policies or rights of proceeds thereof;

     (h) except as specified in Section 2.1, any of Seller’s or any Affiliate’s rights, claims or causes of action against Third Parties relating to the assets, properties or operations of the Mobility Business arising out of transactions occurring prior to, and including, the Closing Date;

     (i) except as specifically provided in Section 5.4 or the applicable Assignment and Bill of Sale and Assumption Agreement for any particular jurisdiction, any of the assets of the Benefits Plans; and

     (j) all other assets, properties, interests and rights of Seller or any Affiliate not related primarily to the Mobility Business (including the remainder of the Mobility Products Group).

      2.3 Purchase Price

     (a)  Purchase Price Payment . In consideration of the grant, bargain, sale, transfer, assignment, conveyance and delivery by Seller and the Subsidiaries of the Purchased Assets to Buyer or a Buyer Designee, and in addition to assuming the Assumed Liabilities, Buyer or a Buyer Designee(s) shall pay to Seller at the Closing, an aggregate amount equal to Four Hundred Fifty Million Dollars ($450,000,000)(the “ Purchase Price ”) in cash by wire transfer of immediately available funds to an account designated by Seller’s written instructions to Buyer at least two (2) Business Days prior to the Closing Date.

     (b)  Inventory Adjustment .

          (i) As promptly as possible, but in any event within twenty (20) Business Days after the Closing Date, Buyer will deliver to Seller a statement (the “ Closing Inventory Statement ”) calculating the net book value of the Inventory as of the Closing Date (the “ Inventory Amount ”), which shall be prepared in accordance with GAAP and the policies and procedures as set forth in Section 3.16. After delivery of the Closing Inventory Statement, Seller shall be permitted reasonable access to review Buyer’s records used to prepare the Closing Inventory Statement. If Seller objects to the Closing Inventory Statement, then Seller shall deliver to Buyer a statement setting forth its objections to the calculation of the Inventory Amount in reasonable detail and stating Seller’s calculation of the amount believed by Seller in good faith to be correct. If Seller does not deliver such a statement within fifteen (15) Business Days after delivery of the Closing Inventory Statement, the Closing Inventory Statement shall be final, binding and non-appealable by the parties hereto. Seller and Buyer shall negotiate in good faith to resolve any objections with respect to the Closing Inventory Statement and any objections thereto (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Seller, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)). If the parties do not reach a final resolution within fifteen (15) Business Days after the delivery of any objection statement, Seller and Buyer shall submit such dispute to an independent auditor. If any dispute is submitted to the independent auditor, each party will furnish to the independent auditor such work papers and other documents and information relating to the

disputed issues as the independent auditor may request and are available to that party. The independent auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Purchase Price amount to reflect such resolution. It is the intent of Buyer and Seller that the process set forth in this Section 2.3(b) and the activities of the independent auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). The determination of the independent auditor shall be final, binding and non-appealable on the parties hereto. The Closing Inventory Statement shall be modified if necessary to reflect such determination. The fees and expenses of the independent auditor shall be allocated to Buyer and Seller equally.

          (ii) If the Inventory Amount as finally determined is greater than Twenty-Seven Million Five Hundred Thousand Dollars ($27,500,000), Buyer shall make a cash payment to Seller in an amount equal to the amount of the excess over the Target Inventory Amount. If the Inventory Amount as finally determined is less than Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), then Seller shall cause to be paid to Buyer a cash payment in an aggregate amount equal to the amount of such shortfall from the Target Inventory Amount. The difference payable by either Buyer on the one hand or Seller on the other hand, shall be referred to herein as the “ Inventory Adjustment Amount .” The Inventory Adjustment Amount shall be paid by the applicable party within ten (10) days after such amount is finally determined hereunder and calculated as an adjustment to the Purchase Price.

     (c)  Contingent Payment .

          (i) Buyer shall pay to Seller an amount equal to the Payment Amount; provided , that in no event shall Buyer pay to Seller more than Fifty Million Dollars ($50,000,000) pursuant to this Section 2.3(c) (the “ Contingent Payment ”).

          (ii) As promptly as possible, but in any event within twenty (20) Business Days after the end of the Measurement Period, Buyer will deliver to Seller a statement (the “ Contingent Payment Statement ”) setting forth Buyer’s calculation of the Contingent Payment and reasonably supporting data for the calculation thereof.

          (iii) After delivery of the Contingent Payment Statement, Seller shall be permitted reasonable access to review Buyer’s records used to prepare the Contingent Payment Statement. If Seller objects to the Contingent Payment Statement, then Seller shall deliver to Buyer a statement setting forth in writing its objections within fifteen (15) Business Days following its receipt of the Contingent Payment Statement. If Seller does not deliver such a statement within fifteen (15) Business Days after delivery of the Contingent Payment Statement, the Contingent Payment Statement shall be final, binding and non-appealable by the parties hereto. Seller and Buyer shall negotiate in good faith to resolve Seller’s objections with respect to the Contingent Payment Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Seller, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)). If the

parties do not reach a final resolution within fifteen (15) Business Days after the delivery of any objection statement, Seller and Buyer shall submit such dispute to an independent auditor to review the Contingent Payment Statement. Seller and Buyer shall cooperate with the independent auditor, and Buyer shall provide the independent auditor access to such books and records of Buyer relating to the Measurement Amount used to calculate the Contingent Payment as may be reasonably necessary to permit a determination by the independent auditor of the accuracy of the Contingent Payment. The independent auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish the disputed Contingent Payment to reflect such resolution in accordance with the provisions of this Section 2.3(c) and deliver a report of its determination to Seller and Buyer (the “ Auditor Contingent Payment Report ”). The Auditor Contingent Payment Report shall be final and binding on Seller and Buyer. The fees and expenses of the independent auditor shall be allocated to Buyer and Seller equally.

          (iv) Buyer shall, within ten (10) days after such amount is finally determined pursuant to this Section 2.3 (c), make a cash payment to Seller in the amount of any Contingent Payment due hereunder and calculated as an adjustment to the Purchase Price.

          (v) During the Measurement Period, Buyer shall operate the Mobility Business relating to the Measurement Amount in the ordinary course of its business and in compliance with the policies set forth on Schedule 1.1(c) .

      2.4 Assumed Liabilities

     On the Closing Date, Buyer or one or more Buyer Designee shall execute and deliver to Seller each Assignment and Bill of Sale and Assumption Agreement and one or more Lease Assignments or Subleases pursuant to which Buyer or any such Buyer Designee shall accept, assume and agree to pay, perform or otherwise discharge, in accordance with the respective terms and subject to the respective conditions thereof, the Assumed Liabilities. For purposes of this Agreement, “ Assumed Liabilities ” means the liabilities and obligations set forth or described in paragraphs (a) through (f) below, whether or not any such liability or obligation has a value for accounting purposes or is carried or reflected on or specifically referred to in either Seller’s or the applicable Subsidiary’s books or financial statements:

     (a) the unpaid vacation, personal days and floating holidays accrued by Transferred Employees;

     (b) the retention bonuses to be paid to the individuals listed on Schedule 2.4(b) ;

     (c) the liabilities and obligations arising after the Closing Date under the Assumed Leases and the transferred Contracts, Licenses and Government Permits, but excluding liabilities or obligations arising out of or related to any breach, default or violation of the foregoing occurring prior to the Closing;

     (d) with respect to the Mobility Business, any product warranty liabilities arising from sales of Products in the ordinary course of business after the Closing Date;

     (e) the Permitted Encumbrances and all other Encumbrances related to the Purchased Assets that are specifically identified as Assumed Liabilities in this Agreement or the Schedules hereto;

     (f) all costs and expenses incurred by Buyer or a Buyer Designee incident to the negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein; and

     (g) the obligations and liabilities with respect to the Transferred Employees, the Mobility Business or the Purchased Assets, arising from, or in connection with, the conduct of the Mobility Business or the ownership of the Purchased Assets by Buyer or a Buyer Designee after the Closing Date.

      2.5 Excluded Liabilities

     Neither Buyer nor any Buyer Designee shall assume or be obligated to pay, perform or otherwise assume or discharge any liabilities or obligations of Seller or any of its Affiliates, whether direct or indirect, known or unknown, absolute or contingent, except for the Assumed Liabilities (all of such liabilities and obligations not so assumed being referred to herein as the “ Excluded Liabilities ”). For the avoidance of doubt, the parties agree that, except for the Assumed Liabilities, Seller and its Subsidiaries shall retain the liabilities and obligations arising from the conduct and operation of the Mobility Business and ownership of the Purchased Assets on and prior to the Closing Date, and that the Excluded Liabilities include, but are not limited to, any and all liabilities or obligations set forth or described in paragraphs (a) through (m) below, and all liabilities and obligations arising from the conduct of Seller’s and its Subsidiaries’ businesses other than the Mobility Business (including the remainder of the Mobility Products Group) and ownership of the Excluded Assets, in each case, whether or not any such liability or obligation has a value for accounting purpose or is carried or reflected on or specifically referred to in Seller’s or the applicable Subsidiary’s books or financial statements:

     (a) any Excluded Taxes;

     (b) any Environmental Liabilities;

     (c) any and all liabilities or obligations arising out of or related to any Excluded Asset, including where such liabilities or obligations may be otherwise borne by Buyer by operation of law (except as explicitly identified as an Assumed Liability);

     (d) any liabilities or obligations under any Contract, Licenses or Government Permits arising out of or relating to any failure by Seller or any Affiliate to perform, breach, default, violation thereof occurring on or prior to the Closing Date;

     (e) any product warranty or other product liabilities arising from sales of products of the Mobility Business by Seller or any Affiliate on or before the Closing Date;

     (f) any customer rebate or similar incentive obligation with respect to sales of products of the Mobility Business on or before the Closing Date;

     (g) any trade payables (except to the extent they relate to Purchased Assets to be delivered to Buyer after the Closing Date), indebtedness for borrowed money or guarantees thereof of Seller and its Subsidiaries or intercompany obligations of Seller or any Subsidiary;

     (h) except as identified in Section 2.4(a), any and all liabilities or obligations relating to or in connection with (i) the employment and any termination of such employment by Seller or any Subsidiary of any employee or former employee of Seller or a Subsidiary on or before the Closing Date; and/or (ii) any employee’s or former employee’s or his/her dependents’ rights or obligations under any fringe benefit of employment with Seller or a Subsidiary, including any Benefit Plan of Seller or an Affiliate of Seller or any ERISA Affiliate and/or (iii) the employment and any termination of employment of any employee of Seller or any other Person who is not a Business Employee, who transfers to Buyer or such Affiliate by operation of law in connection with the sale of the Mobility Business, and/or (iv) any liability arising out of Seller’s or any Affiliate’s obligations to inform or consult any employee of Seller or any Affiliate or their appropriate representatives concerning the sale of the Mobility Business and all liabilities, obligations, costs claims and demands arising from or in respect of such liability or obligation;

     (i) any and all liabilities or obligations in connection with, or relating to, any actions, suits, claims or proceedings against Seller or any Subsidiary which arise or accrue on or before the Closing Date;

     (j) any benefit liabilities relating to or arising in connection with Section 4980B of the Code (COBRA) or otherwise by operation of applicable Law to provide continuation of health care coverage to employees or former employees of Seller or a Subsidiary or their dependents arising from a qualifying event occurring on or before the Closing Date;

     (k) any liabilities of the Benefit Plans;

     (l) any liabilities relating to or arising from violations of applicable Law by Seller or any Affiliate prior to or on the Closing Date; and

     (m) all costs and expenses incurred by Seller or an applicable Subsidiary incident to the negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein.

      2.6 Further Assurances; Further Conveyances and Assumptions; Consent of Third Parties

     (a) From time to time following the Closing to the extent permitted by applicable Law, Seller shall, or shall cause its Affiliates to, make available to Buyer or a Buyer Designee such data and information in personnel records of Transferred Employees as is reasonably necessary for Buyer to integrate such employees into Buyer’s or a Buyer Designee’s workforce and comply with its obligations under Section 5.4.

     (b) From time to time following the Closing, Seller and Buyer shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be necessary or appropriate to assure fully to Buyer and its Affiliates and each of their respective successors or assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges intended to be conveyed to Buyer or a Buyer Designee under this Agreement and the Collateral Agreements and to assure fully to Seller and its Affiliates and each of their respective successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Buyer or a Buyer Designee under this Agreement and the Collateral Agreements, and to otherwise make effective the transactions contemplated hereby and thereby (including (i) transferring back to Seller or a Subsidiary any asset or liability not contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which asset or liability was transferred to Buyer or a Buyer Designee at the Closing, and (ii) transferring to Buyer or a Buyer Designee any asset or liability contemplated by this Agreement to be a Purchased Asset or an Assumed Liability, respectively, which was not transferred to Buyer or a Buyer Designee at the Closing).

     (c) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Lease, License, Governmental Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable (disregarding the obligation of consent of any Person or a Governmental Body) (“ Nonassignable Assets ”) unless and until such consents shall have been obtained. Seller shall use all reasonable commercial efforts to obtain such consents and deliver any required notices promptly and prior to Closing, and Buyer shall, and shall cause its Affiliates to, cooperate with Seller to obtain such consents promptly. To the extent permitted by applicable Law, in the event consents to the assignment thereof cannot be obtained, Seller and Buyer shall, and shall cause their respective Affiliates to, cooperate in a mutually agreeable arrangement under which (i) Buyer or a Buyer Designee would obtain the benefits and assume the obligations under such Nonassignable Assets in accordance with this Agreement including by sub-contracting, sub-licensing, or sub-leasing to Buyer or a Buyer Designee, or (ii) such Nonassignable Assets would be held, as of and from the Closing Date, by Seller or the applicable Subsidiary in trust for Buyer or a Buyer Designee and the covenants and obligations thereunder would be performed by Buyer or a Buyer Designee in Seller’s or such Subsidiary’s name and all benefits and obligations existing thereunder would be for Buyer’s or the applicable Buyer Designee’s account. Seller shall, and shall cause its

Affiliates to, also take or cause to be taken at Buyer’s or a Buyer Designee’s expense such actions in its name or otherwise as Buyer may reasonably request so as to provide Buyer or the applicable Buyer Designee with the benefits of the Nonassignable Assets and to effect collection of money or other consideration that becomes due and payable under the Nonassignable Assets, and Seller or the applicable Subsidiary shall promptly pay over to Buyer or the applicable Buyer Designee all money or other consideration received by it in respect to all Nonassignable Assets.

     (d) Buyer and Seller shall, and shall cause their respective Affiliates to, use their respective reasonable commercial efforts to obtain, or to cause to be obtained, any consent, substitution, approval, or amendment required to transfer all obligations under any and all Contracts, Leases, Licenses, Governmental Permits, certificates, approvals, authorizations or other rights or obligations or liabilities that constitute Assumed Liabilities.

     (e) As of and from the Closing Date, Seller on behalf of itself and its Affiliates authorizes Buyer, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, at Buyer’s expense, to perform all the obligations and receive all the benefits of Seller or its Affiliates under the Nonassignable Assets and appoints Buyer its attorney-in-fact to act in its name on its behalf or in the name of the applicable Affiliate of Seller and on such Affiliate’s behalf with respect thereto.

     (f) Notwithstanding anything in this Agreement to the contrary, unless and until any consent or approval with respect to any Nonassignable Asset is obtained, such Nonassignable Asset shall not constitute a Purchased Asset and any associated liability shall not constitute an Assumed Liability for any purpose under this Agreement.

     (g) As reasonably requested by Buyer, Seller will identify the licenses included in the Nonassignable Assets and shall cooperate and assist Buyer, at Buyer’s cost and expense, to obtain licenses or arrangements to replace the licenses, services and assets provided with respect to any Nonassignable Asset.

      2.7 Proprietary Information

     Unless expressly set forth in this Agreement, the Intellectual Property Agreement or in any Collateral Agreement, no title, right or license of any kind is granted to Buyer pursuant to this Agreement with respect to the Proprietary Information of Seller or any Affiliate of Seller, either directly or indirectly, by implication, by estoppel or otherwise.

      2.8 Bulk Sales Law

     Buyer hereby waives compliance by Seller and any Subsidiary with the requirements and provisions of any “ bulk-transfer ” Laws of any jurisdiction, including Article 6 of the Pennsylvania Uniform Commercial Code, that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer or a Buyer Designee.

      2.9 Taxes

     (a) The Party prescribed by applicable Law as primarily liable for the payment shall be responsible for any sales, use, stamp, documentary, filing, recording, transfer, value added or similar fees or Taxes in connection with the transfer of the Purchased Assets and the assumption of the Assumed Liabilities to and by, respectively, Buyer and Buyer Designees pursuant to this Agreement (other than Taxes measured by or with respect to income imposed on Seller or its Subsidiaries) (“ Transfer Taxes ”). In the case and to the extent of value added and similar Taxes incurred in connection with the transactions contemplated hereby that are recoverable by Buyer or a Buyer Designee, such Taxes shall be invoiced by Seller or its Subsidiaries to Buyer or Buyer Designee, as applicable, paid by Buyer or Buyer Designee to Seller or its Subsidiaries, as applicable, and remitted by Seller or its Subsidiaries, as applicable, to the relevant Taxing Authority in accordance with applicable Law, and buyer or Buyer Designee shall be entitled to such recovery. The parties shall file all necessary documents (including all Tax Returns) with respect to all such amounts in a timely manner. Buyer and Seller shall cooperate to minimize the amount of Transfer Taxes.

     (b) All real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets for a Straddle Period shall be apportioned between Seller and Buyer based on the number of days of such Straddle Period, and Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period within such Straddle Period, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period within such Straddle Period. Any refund, rebate, abatement or other recovery of such Taxes attributable to the Pre-Closing Tax Period shall be for the account of Seller, and any refund, rebate, abatement or other recovery of such Taxes attributable to the Post-Closing Tax Period shall be for the account of Buyer.

     (c) Following the Closing, Buyer and Seller shall cooperate as reasonably requested for the purpose of enabling the requesting party to prepare Tax Returns with respect to the Mobility Business or the Purchased Assets or to prepare for and defend audits or other Tax-related examinations by a Governmental Body with respect to the Mobility Business and the Purchased Assets. Such cooperation shall be at the expense of the requesting party.

      2.10 Buyer Designee

     The Parties agree that Buyer may assign the right to purchase certain of the Purchased Assets to one or more Buyer Designees or that one or more Buyer Designees may enter into a Collateral Agreement. Notwithstanding any such assignment or execution of a Collateral Agreement by a Buyer Designee, Buyer shall remain liable for, and any such assignment or execution shall not relieve Buyer of, its obligations hereunder or thereunder. Any reference to Buyer in this Agreement shall to the extent applicable also be deemed a reference to the applicable Buyer Designee, except where in context of this Agreement such use would not be appropriate.

     Except as set forth in the Schedules attached hereto and delivered by Seller to Buyer prior to the execution of this Agreement, Seller represents and warrants to Buyer that:

      3.1 Organization and Qualification

     Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to carry on the Mobility Business as currently conducted by it and to own or lease and operate the assets used in the conduct or operation of the Mobility Business. Seller is duly qualified to do business and is in good standing as a foreign corporation (in any jurisdiction that recognizes such concept) in each jurisdiction where the ownership or operation of the Purchased Assets or the conduct of the Mobility Business requires such qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and could not reasonably be expected to have a Seller Material Adverse Effect.

      3.2 Subsidiaries

      Schedule 3.2 sets forth a list of each Subsidiary of Seller that has title to any asset that is a Purchased Asset or will be acquired after the date hereof and will be a Purchased Asset or any obligation that is or will be an Assumed Liability, together with its jurisdiction of organization. Except as set forth on Schedule 3.2 , each entity is duly organized and validly existing and in good standing (in any jurisdiction that recognizes such concept) under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate the Purchased Assets owned by it and to carry on its portion of the Mobility Business as presently conducted and is duly qualified to do business and is in good standing as a foreign corporation or other entity (in any jurisdiction that recognizes such concept) in each jurisdiction where the ownership or operation of its properties and assets or the conduct of the Mobility Business requires such qualification, except for failures to be so duly organized, validly existing, qualified or in good standing that, individually or in the aggregate, have not had and could not reasonably be expected to have a Seller Material Adverse Effect. The Subsidiaries listed on Schedule 3.2 are the only Affiliates of Seller that have title to any Purchased Asset or any obligation that is an Assumed Liability.

      3.3 Authorization; Binding Effect

     (a) (i) Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action.

          (ii) Each Subsidiary that has title to any Purchased Asset or asset acquired after the date hereof that will be a Purchased Asset or an obligation that is or will be an Assumed Liability has all requisite corporate power and authority to execute, deliver and perform the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action.

     (b) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and each Subsidiary that has title to any asset that is or will be a Purchased Asset or any obligation that is or will be an Assumed Liability, will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.

      3.4 Non-Contravention; Consents

     (a) Assuming that all Required Consents have been obtained, the execution, delivery and performance of this Agreement by Seller and the Collateral Agreements by Seller or any Subsidiary that is a party thereto and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) result in a breach or violation of, or conflict with, any provision of Seller’s or the applicable Subsidiary’s charter, by-laws or similar organizational document, (ii) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, lien, lease, agreement, license, permit, instrument, order, judgment, decree or other arrangement or commitment to which Seller or the applicable Subsidiary is a party or by which it is bound and which relates to the Mobility Business or the Purchased Assets (including Seller’s external manufacturing and supply arrangements), or (iii) violate any applicable Law, order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller, a Subsidiary, the Mobility Business or the Purchased Assets, other than in the case of clauses (ii) and (iii), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, are not material to the Mobility Business, taken as a whole.

     (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Seller or a Subsidiary in connection with the execution, delivery and performance of this Agreement and the Collateral Agreements to which Seller or such Subsidiary will be a party or for the consummation of the transactions contemplated hereby or thereby by Seller or such Subsidiary, except for (i) any filings required to be made under the HSR Act, the German Act Against Restraints of Competition, and any applicable filings required under other antitrust Laws, (ii) consents or approvals of Governmental Bodies or other Third Parties that are required to transfer or assign to Buyer or a Buyer Designee any Purchased Assets or assign the benefits of or delegate performance with regard thereto in any material respect or enable the parties to perform the transactions contemplated by the Supply Agreement, which are set forth in Schedule 3.4(b) (items (i) and (ii) being referred to herein as the “ Required Consents ”) and (iii) such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, are not material to the Mobility Business, taken as a whole.

      3.5 Title to Property; Principal Equipment; Sufficiency of Assets

     (a) Seller or a Subsidiary has and at the Closing will have good and valid title to, or a valid and binding leasehold interest or license in, all real and personal tangible Purchased Assets free and clear of any Encumbrance except for Permitted Encumbrances.

     (b) Each material item of Principal Equipment is in good operating condition, subject to normal wear and tear, suitable for the purposes for which it is currently being used, but is otherwise being transferred on a “ where is ” and, as to condition, “ as is ” basis. Each material item of leased personal property is in all material respects in the condition required of such property by the terms of the lease applicable thereto.

     (c) Except for (i) the assets that will be used in connection with providing services under the Transition Services Agreement, (ii) the assets and Business Employees not transferred to Buyer or a Buyer Designee at Buyer’s request, and (iii) the Excluded Assets, the Purchased Assets and the Business Employees and the other rights to be acquired under this Agreement and the Collateral Agreements (including the services to be provided pursuant to the Transition Services Agreement) constitute (x) all property, assets, personnel and rights that that are used or held for use by Seller or a Subsidiary in the operation or conduct the Mobility Business and (y) all property, assets and rights that are necessary for the operation or conduct of the Mobility Business as currently conducted. In the event this Section 3.5(c) is breached because Seller or a Subsidiary has in good faith failed to identify and transfer any assets or properties or provide any services used or held for use primarily in the Mobility Business, such breach shall be deemed cured if Seller or the applicable Subsidiary promptly transfers such properties or assets or provides such services to Buyer or a Buyer Designee at no additional cost to Buyer or a Buyer Designee.

     (d) Upon the Closing of the transactions contemplated by this Agreement, Seller will have sold, assigned, transferred and conveyed, or caused to be sold, assigned transferred and conveyed, to Buyer or a Buyer Designee all of the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances.

      3.6 Permits; Licenses

     Except as set forth on Schedule 2.1(j) , there are no Governmental Permits material to the Mobility Business necessary for or used by Seller or a Subsidiary to operate the Mobility Business as now being operated or to use or occupy the Premises, which Governmental Permits are required by currently effective Laws. Seller or one of its Subsidiaries owns, holds or possesses in their own name, all Governmental Permits necessary to own or lease, operate and use the Purchased Assets or own, use or occupy the Premises and to carry on and conduct the Mobility Business and its operations as presently conducted, except for such Governmental Permits, the absence of which, individually or in the aggregate, are not material to the Mobility Business. The Governmental Permits held, owned or possessed by Seller or a Subsidiary are valid and in full force and effect and no proceeding is recorded, pending or, to Seller’s knowledge, threatened seeking the suspension, modification, limitation or revocation of any such Governmental Permit. Neither Seller nor any Subsidiary is in material violation of or default under any such Governmental Permits.

      3.7 Real Estate; Environmental Matters

     (a)  Schedule 3.7(a) contains a complete and accurate list of the Leased Premises and the Assumed Leases. Buyer has been provided with a complete and correct copy of each Assumed Lease, as such Schedule may be updated by the parties to reflect changes in the nature of the Assumed Leases as determined by Buyer after the date hereof. Except as set forth in Schedule 3.7(a) , each Assumed Lease is in full force and effect and, to Seller’s knowledge, neither Seller nor any Subsidiary has violated, and the landlord has not waived, any of the material terms or conditions of any Assumed Lease and, to Seller’s knowledge, all the material covenants to be performed by Seller or a Subsidiary and the landlord under each Assumed Lease prior to the date hereof have been performed in all material respects. There are no contractual or legal restrictions precluding or restricting the ability to use any of the Premises for the current and contemplated use of such real property with respect to the Mobility Business.

     (b) The use of any Premises, as presently used by the Mobility Business, does not violate any local zoning or similar land use Laws or governmental regulations which violation, individually or in the aggregate, could reasonably be expected to be material to the Mobility Business. Neither Seller nor any Subsidiary is in violation of or in noncompliance with any covenant, condition, restriction, order or easement affecting any Premise where such violation or noncompliance, individually or in the aggregate, could reasonably be expected to be material to the Mobility Business. There is no condemnation or, to Seller’s knowledge, threatened condemnation affecting any Premise.

     (c) Except as set forth in Schedule 3.7(c) and in respect of the Mobility Business and the Premises:

          (i)