ASSET PURCHASE AGREEMENT BY AND BETWEEN VITESSE SEMICONDUCTOR CORPORATION AND MAXIM INTEGRATED PRODUCTS, INC. August 23, 2007

ASSET PURCHASE AGREEMENT

BY AND BETWEEN

VITESSE SEMICONDUCTOR CORPORATION

AND

MAXIM INTEGRATED PRODUCTS, INC.

August   23, 2007

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”) is entered into as of August 23, 2007, by and between Maxim Integrated Products, Inc., a Delaware corporation (“ Buyer ”), and Vitesse Semiconductor Corporation, a Delaware corporation (“ Seller ”). Buyer and Seller are sometimes referred to as the “ Parties ” and each individually as a “ Party .” All capitalized terms have the meanings ascribed to such terms in Article   I or as otherwise defined herein.

RECITALS

WHEREAS, Buyer desires to acquire from Seller, and Seller desires to sell to Buyer, certain assets and liabilities relating to the Business, all on the terms and subject to the conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the premises above and the mutual representations, warranties, covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I. DEFINITIONS

Capitalized terms will have the following meanings unless defined elsewhere in this Agreement.

1.1            “ Accounts Payable ” means all accounts payable owing by Seller in connection with the Business for raw materials or supplies received by or services rendered to Seller on or prior to the Closing Date.

1.2            “ Acquisition Documents ” means this Agreement, the Ancillary Agreements and any and all other documents, instruments or agreements executed in connection with any of the foregoing, together with any exhibits and schedules thereto, and in each case as modified, amended, supplemented, restated or renewed from time to time.

1.3            “ Affiliate ” means, with respect to any Person, a Person directly or indirectly controlling, controlled by, or under common control with, such Person but only so long as such condition exists.

1.4            “ Ancillary Agreements ” means the Assignment and Assumption Agreement, the Bill of Sale, the Intellectual Property Assignment and License Agreement, the Transition Services Agreement, and the Lease, together with any exhibits and schedules thereto, and in each case modified, amended, supplemented, restated or renewed from time to time.

1.5            “ Assigned Mark ” has the meaning given to this term in the Intellectual Property Assignment and License Agreement.

1.6            “ Assigned Technology ” has the meaning given to this term in the Intellectual Property Assignment and License Agreement.

1.7            “ Assignment and Assumption Agreement ” means the Assignment and Assumption Agreement to be entered into by Buyer and Seller as of the Closing Date, in a customary form reasonably satisfactory to the Parties.

1.8            “ Bill of Sale ” means the Bill of Sale to be entered into by Buyer and Seller as of the Closing Date, in a customary form reasonably satisfactory to the Parties.

1.9            “ Business ” means Seller’s development, manufacture, sale and support of the Products as, and to the extent, conducted on the Closing Date.

1.11          “ Closing Date ” means the date of the Closing, which date will be five (5) days after the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied on the Closing Date, but subject to the satisfaction or waiver of such conditions), or at any other date to which the Parties may agree.

1.13          “ Confidential Information ” means all oral or written information or information recorded, or displayed or communicated in any other media or form, furnished by Buyer or by Seller or by any of representatives or agents of Buyer or Seller, as applicable, whether furnished before or after the Closing, and all notes, analyses, compilations, studies or other documents, whether prepared by Buyer or Seller or others, which contain or otherwise reflect such information; provided, however, that Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of disclosure by the receiving party, (ii) was available to the receiving party on a non-confidential basis prior to its disclosure by or on behalf of the disclosing party, or (iii) becomes available to the receiving party after disclosure by the disclosing party, on a non-confidential basis from a source other than the disclosing party or its representatives or its agents who is not bound by a confidentiality agreement with the disclosing party, its representatives or its agents or otherwise prohibited from transmitting the information to the receiving party by a contractual, legal or fiduciary obligation.

1.14          “ Contemplated Transactions ” means each of the transactions contemplated by this Agreement and the Intellectual Property Assignment and License Agreement.

1.15          “ Contract ” means any agreement, commitment, contract, licenses, consensual obligation, promise, understanding, arrangement, commitment, purchase orders or undertaking of any nature (whether written or oral and whether express or implied) to which Seller is a party or is otherwise bound.

1.16          “ Copyrights ” has the meaning given to this term in the Intellectual Property Assignment and License Agreement.

1.17          “ Damages ” means any direct and actual Liabilities (including any Liabilities for Taxes), claims, injuries, losses, damages, settlements, judgments, awards, penalties, fines, costs or expenses (including reasonable legal, expert and consultant fees and expenses) but excluding any special, indirect, punitive or consequential damages (including lost profits, loss of revenue, loss of opportunity or lost sales) unless, solely with respect to special (to the extent that such damages are deemed consequential), punitive or consequential damages, any such damages are part of a judgment arising or resulting from (i) a Third Party Claim against an Indemnified Party, or (ii) the nonfulfillment, nonperformance or other breach of any covenant or agreement set forth in the Intellectual Property Assignment and License Agreement.

1.18          “Deposits” means all prepaid items and deposits received by Seller in connection with the Business, and any claim, remedy or other right related to any of the foregoing.

1.19          “ Employee Benefit Plan ” means any employee benefit plan, program, policy, agreement or other arrangement (including any “employee benefit plan,” as defined in Section 3(3) of ERISA) sponsored, maintained or contributed to by Seller or any ERISA Affiliate for the benefit of any Transferred Employee.

1.20          “ Environmental Conditions ” means any environmental contamination or pollution or threatened contamination or pollution or the unauthorized Release or threatened Release of Hazardous Materials into, the surface water, groundwater, surface soil, subsurface soil, air and land.

1.21          “ Environmental Laws ” means all foreign, international, national, regional, state, county or local laws, statutes, ordinances, decisional law, rules, regulations, codes, orders, decrees, directives and judgments relating to public health or safety, pollution, damage to or protection of the environment, Environmental Conditions, Releases or threatened Releases of Hazardous Materials into the environment or the use, manufacture, processing, distribution, treatment, storage, generation, disposal, transport or handling of Hazardous Materials.

1.23          “ ERISA Affiliate ” means any corporation, partnership, limited liability company, sole proprietorship, trade, business or other entity that, together with Seller, is treated as a single employer under Section 414(b), (c) or (m) of the Code.

1.24          “ Excluded Product ” means any product of Seller (including revisions of the product), other than the Products.

1.25          “ Excluded Technology ” has the meaning given to this term in the Intellectual Property Assignment and License Agreement.

1.26          “ Governmental Authorizations ” means the notices, permits, authorizations, consents or approvals of any Governmental Entity that are a condition to the lawful completion of the Contemplated Transactions as set forth on Schedule 1.26 to this Agreement.

1.27          “ Governmental Entity ” means any court, or any federal, state, municipal or other governmental authority, department, commission, board, agency or other instrumentality (domestic or foreign).

1.28          “ Harmful Code ” means any computer code or other mechanism of any kind designed to disrupt, disable or harm in any manner the operation of any Software or hardware or other business processes or to misuse, gain unauthorized access to or misappropriate any business or personal information, including worms, bombs, backdoors, clocks, timers, or other disabling device code, or designs or routines that cause Software or information to be erased, inoperable, or otherwise incapable of being used, either automatically or with passage of time or upon command.

1.29          “ Hazardous Materials ” means any toxic or hazardous substance or infectious or radioactive substance or material, or any substances, materials and wastes defined, listed, or regulated under any Environmental Laws, including petroleum, polychlorinated byphenyls and urea formaldehyde.

1.30          “ Intellectual Property Assignment and License Agreement ” means the Intellectual Property Assignment and License Agreement to be entered into by Buyer and Seller, as of the Closing Date, in the form attached as Exhibit A .

1.31          “ Intellectual Property Rights ” has the meaning given to this term in the Intellectual Property Assignment and License Agreement.

1.32          “ Inventory ” means (i) all Existing Products (as defined herein) and all raw materials, works-in-progress, finished goods and other inventories owned by Seller as of the Closing Date, in each case principally related to the Existing Products (the “ Purchased Inventory ”), and (ii) all Existing Products in the possession of Seller’s distributors as of the Closing Date which are subject to the distributor’s right to return such Products to Seller, in the case of each of clauses (i) and (ii) as identified on Section 4.12 of the Disclosure Schedule, which will be updated as of the Closing pursuant to Section   6.18 hereof (the “Distributor Inventory” ). Notwithstanding the foregoing, unless Buyer notifies Seller in writing prior to the Closing to the contrary, the Purchased Inventory will not include any inventory of Seller that is greater than the 12 month demand as reflected in Seller’s consumption forecast dated June 9, 2007 (the “ Forecast ”), a copy of which has been provided to Buyer and which will be updated as of the Closing Date pursuant to Section 6.18 hereof.

1.33          “ Knowledge of Seller ,” “ Seller’s Knowledge ,” or any other similar knowledge qualification in this Agreement means the actual knowledge, without further investigation, of Sam Barnett, Christopher Gardner, Michael Green, Shawn Hassel and Tim Hornback.

1.34          “Lease” means the Lease to be entered into by Buyer and Seller, as of the Closing Date, in substantially the form attached as Exhibit B .

1.35          “ Liability ” means any liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due).

1.36          “ Licensed Technology ” has the meaning given to this term in the Intellectual Property Assignment and License Agreement.

1.37          “ Lien ” means any mortgage, pledge, lien, security interest, option, covenant, condition, restriction, encumbrance, charge or other third party claim of any kind. Notwithstanding the foregoing, “Lien” will not include any license of Intellectual Property Rights, any option to obtain any such license, or any covenant to grant any such license.

1.38          “ Mark ” has the meaning given to this term in the Intellectual Property Assignment and License Agreement.

1.39          A violation, circumstance, change, effect or other matter is deemed to have a “ Material Adverse Effect ” on (i) Buyer or Seller, if such violation, circumstance, change, effect or other matter would have a material adverse effect on the ability of the Person to perform its obligations under this Agreement or on the ability of such Person to complete the Contemplated Transactions, or (ii) the Business, if such violation, circumstance, change, effect or other matter, either individually or in the aggregate with all other violations, circumstances, changes, effects and other matters, has, or would reasonably be expected to have, a material adverse effect on the condition (financial or other) of the business, assets (including intangible assets) and liabilities, results of operations or financial performance of the Business, taken as a whole; it being understood that none of the following, in and of themselves, either alone or in combination, will constitute a Material Adverse Effect: (x) delays in customer orders, reduction in sales, disruption in supplier, distributor, partner or similar relationships, in each case, which are, or are reasonably expected to be, temporary rather than permanent in nature and that are primarily the result of the announcement or pendency of the Contemplated Transactions or (y) any material adverse effect resulting from changes in economic conditions in the economy generally or in the industry in which

the Business operates generally (other than, in the case of subclause (y), effects of any such changes that disproportionately affect the Business relative to other such industry or market participants).

1.40          “ Ordered Materials ” means those wafers or portions of wafers, turn key items, tester accessories and other items set forth on Schedule   1.40 (as updated as of the Closing pursuant to Section   6.18 hereof) which are ordered by Seller, but not delivered, as of the Closing Date. A true and complete list of the Ordered Materials as of the date hereof is set forth on Schedule   1.40 .

1.41          “ Patents ” has the meaning given to this term in the Intellectual Property Assignment and License Agreement.

1.42          “ Person ” means an individual, corporation, partnership, association, trust, government or political subdivision or agent or instrumentality thereof, or other entity or organization.

1.43          “ Post-Closing Period ” means any taxable period beginning after the close of business on the Closing Date or, in the case of any tax period that includes, but does not begin, after the close of business on the Closing Date, the portion of the period beginning after the close of business on the Closing Date.

1.44          “ Pre-Closing Period ” means any taxable period ending on or before the close of business on the Closing Date or, in the case of any taxable period that includes, but does not end on, the Closing Date, the portion of the period up to and including the Closing Date.

1.45          “ Prepayments ” means all prepaid items and deposits paid by Seller in connection with the Business, and any claim, remedy or other right related to any of the foregoing. A true and complete list of the Prepayments as of the date of this Agreement is set forth on Schedule   1.45 , which will be updated as of the Closing pursuant to Section   6.18 hereof.

1.46          “ Principal Agreements ” means this Agreement, the Intellectual Property Assignment and License Agreement and the Transition Services Agreement.

1.47          “ Products ” means, collectively, (i) all integrated circuit storage devices set forth on Schedule   1.47(a) (“ Existing Products ”), and (ii) those products identified in the “Design” and “Concept” stages of development in the April Storage Products Division Product Futures presentation set forth on Schedule   1.47(b) (“ Product Designs and Concepts ”).

1.48          “ Product Obligations ” means (a) obligations arising in respect of Product support or maintenance obligations related to Products (x) sold or licensed prior to, on or after the Closing Date and (y) required to be performed after Closing, and any Liabilities which may arise in connection with the performance of, or failure to perform, such obligation, and (b) any and all obligations (and any related Liabilities) arising under any Assumed Contract relating to any product Liability, warranty, refund or similar claims or returns, other than Product Returns subject to Section 6.2 hereof, adjustments, allowances or repairs made with respect to Products sold prior to, on or after the Closing Date.

1.49          “ Registered Intellectual Property Rights ” means, all United States, international and foreign (a) issued Patents and applications for Patents; (b) registered Marks and applications to register Marks, including intent to use applications; (c) Copyright registrations and applications to register Copyrights; and (d) applications and registrations for Web site addresses and domain names but excluding applications that have been abandoned by Seller prior to the Closing Date.

1.50          “ Release ” means any intentional or unintentional release, discharge, spill, leaking, pumping, pouring, emitting, emptying, injection, disposal or dumping.

1.51          “ Seller Backlog Obligations ” means the duty to deliver, and to perform all Product Obligations with respect to, all Products under any customer or distributor orders of Seller which are outstanding as of the Closing Date and set forth on Schedule   1.51 . An accurate and complete list of all Seller Backlog Obligations as of the date hereof is set forth on Schedule 1.51 , which will be updated as of the Closing pursuant to Section   6.18 hereof.

1.52          “ Software ” means all computer software including all source code, object or executable code, firmware, software compilations, software implementations of algorithms, software tool sets, compilers, software models and methodologies, development tools, files, records, technical drawings, and data relating to the foregoing.

1.53          “ Taxes ” means all taxes, however denominated, including any interest, penalties or other additions to tax that may become payable in respect thereof, imposed by any federal, territorial, state, local or foreign government or any agency or political subdivision of any such government, for which Buyer could become liable as successor to or transferee of the Business, Transferred Assets and Assumed Liabilities or which could become a charge against or lien on the Business or any of the Transferred Assets or Assumed Liabilities, which taxes will include, without limiting the generality of the foregoing, all sales and use taxes, ad valorem taxes, excise taxes, business license taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, real property gains taxes, payroll and employee withholding taxes, unemployment insurance contributions and social security taxes.

1.54          “ Technology ” has the meaning given to this term in the Intellectual Property Assignment and License Agreement.

1.55          “ Transfer Taxes ” means all federal, state, local or foreign sales, use, transfer, real property transfer, mortgage recording, stamp duty, value added or similar Taxes that may be imposed in connection with the transfer of Transferred Assets or assumption of Assumed Liabilities, together with any interest, additions to Tax or penalties with respect thereto.

1.56          “ Transferred Employees ” means the Employees (as defined herein) who accept an offer of employment from Buyer and who commence their employment with Buyer in accordance with Article   VIII hereof.

1.57          “ Transition Services Agreement ” means the Transition Services Agreement entered into by Buyer and Seller, as of the Closing Date, in the form attached as Exhibit C .

1.58          “Treasury Regulations” means regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations will include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

1.59          Index of Other Defined Terms . In addition to those terms defined in the preamble, the Recitals and Sections 1.1 to 1.58 , the following terms will have the respective meanings given to the terms in the sections indicated below:

ARTICLE II. PURCHASE AND SALE OF ASSETS

2.1            Purchase and Sale . Subject to the terms and conditions of this Agreement and except as provided in Section   2.2 hereof, for the consideration set forth in Sections   2.6 and 2.7 hereof, at the Closing, Seller agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer agrees to purchase and accept from Seller, all of the property and assets, real, personal or mixed, tangible or intangible of every kind and description, wherever located and whether or not reflected on the books and records of Seller, used principally in connection with or otherwise principally related to the Business (such assets and properties, collectively, the “ Transferred Assets ”). Without limiting the generality of the foregoing, the Transferred Assets will include the following:

(a)             (x) all of the fixed assets, machinery, equipment, tools, test equipment and other tangible personal property that are described or listed on Schedule 2.1(a) as of the date hereof, plus (y) any fixed assets, machinery, equipment, tools, test equipment and other tangible personal property acquired by the Business following the date hereof but prior to the Closing in accordance with Section   6.1 hereof (collectively, the “ Equipment ”);

(b)            all rights, benefits and interests of Seller under the Contracts listed on Schedule   2.1(b) as of the date hereof, plus any Contracts entered into following the date hereof but prior to the Closing in accordance with Section 6.1 hereof (collectively, the “Assumed Contracts” );

(d)            the Assigned Technology, subject to the terms of the Intellectual Property Assignment and License Agreement;

(e)             the Assigned Mark, subject to the terms of the Intellectual Property Assignment and License Agreement;

(g)             to the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders and other registrations of any Governmental Entity pertaining to the ownership, lease or use of the Transferred Assets or used principally in the operation of the Business (the “ Permits ”);

(h)            all claims, choses in action, causes of action and other similar rights of Seller to the extent that they pertain to the Transferred Assets, Assumed Liabilities or principally to the Business in existence, accrued, or arising out of facts existing prior to the Closing Date (“ Claims ”).

(j)             all goodwill of Seller associated with the Business, other than goodwill associated with the business of Seller generally; and

(k)            all documents, operating data and records relating principally to the Business, Transferred Assets or Assumed Liabilities, including credit records, engineering information, historical sales records and promotional literature, manuals and data, sales and purchase correspondence, lists of present, former and prospective suppliers or customers, relevant information relating to Taxes, and other similar documents and records.

The Assigned Technology and Assigned Mark will be subject to any (i) rights retained by Seller or licenses granted to Seller pursuant to the Intellectual Property Assignment and License Agreement, (ii) certain licenses (including sublicenses) existing on the date hereof and as set forth on Section 4.9(c)(ii) of the Disclosure Schedule, and (iii) licenses (including sublicenses) or Contracts granted or otherwise entered into by Seller in accordance with Section   6.1 hereof prior to the Closing Date.

2.2            Excluded Assets . Notwithstanding anything to the contrary in this Agreement, the Transferred Assets will not include any of the following (the “ Excluded Assets ”):

(a)             any cash, short term investments or other cash equivalents of Seller and Deposits;

(c)             any leases or other agreements pertaining to real property to which Seller is a party or is otherwise bound;

(d)            all rights, benefits and interests of Seller arising under any Contract that is not an Assumed Contract;

(e)             all Prepayments associated with any Contract that is not an Assumed Contract;

(f)             all Claims to the extent the claims relate to any Excluded Assets or Excluded Liabilities (the “ Excluded Claims ”);

(g)             all rights to or claims for refunds of Taxes (including any interest and penalties) with respect to any and all Taxes of Seller that constitute Excluded Liabilities, including those imposed on property, income or payrolls;

(h)            except as set forth in the Intellectual Property Assignment and License Agreement and other than the right to receive the services pursuant to the terms of the Transition Services Agreement, all rights to receive or use administrative and corporate (overhead, shared and other) services, systems and benefits of the kind provided to the Business by Seller directly, or indirectly through third-party service providers, prior to the Closing Date, including (i)  information technology and information systems services and systems, including associated workstations, personal computers and laptop computers, (ii) quality assurance services, including return merchandise authorization services, (iii) reliability services, including qualification testing, (iv) sales and sales management services; (v) field applications engineering support services, (vi) customer service and order fulfillment services, (vii) product planning services, (vii) sales operations services and systems, including forecasting tools, (ix) foundry services, (x) design tools and systems, (xi) tool and library support services and systems, (xii) packaging services and systems, (xiii) technology services, (xiv) accounting services and systems, including accounts payable and accounts receivable services, (xv) purchasing services and systems, (xvi) shipping and receiving logistics services and systems, (xvii) technical writing and documentation services, (xviii) all tape-out and reticle services, (xix) travel services, (xx) telecommunications services and systems, (xxi) rights to use Applix, (xxii) rights to use Citrix, (xxiii) rights to use Concur, (xxiv) rights to use Documentum, (xxv) rights to use Access Databases, (xxvi) rights to use FactoryWorks and (xxvii) rights to use Help Desk;

(i)              all Technology and the Mark licensed, and all other Technology not otherwise licensed or assigned, by Seller to Buyer pursuant to the Intellectual Property Assignment and License Agreement;

2.3            Assumed Liabilities . Buyer agrees, effective as of the Closing Date, to assume, pay, defend, discharge, and perform the following liabilities of Seller (the “ Assumed Liabilities ”):

(a)             any Liability under any Assumed Contract that arises or accrues after the Closing, other than any Liabilities or obligations assumed pursuant to Sections   2.3(b) , 2.3(c) and 2.3(d) ;

(c)             all Product Obligations (other than with respect to Product Returns (as defined herein), which are subject to Section   6.2 hereof);

(d)            all Seller Backlog Obligations (other than with respect to Product Returns, which are subject to Section   6.2 hereof);

(e)             only those Liabilities of Seller with respect to Transferred Employees for accrued vacation and paid time off pursuant to Section 8.1(b) ; and

(f)             all other Liabilities arising out of, relating to or incurred in connection with the Business or the Transferred Assets on or following the Closing Date.

2.4            Excluded Liabilities . Buyer is assuming only the Assumed Liabilities and is not assuming any other Liability of Seller (including any predecessor of Seller or any prior owner of all or part of its businesses and assets) of whatever nature, whether presently in existence or arising hereafter. Such Liabilities (the “ Excluded Liabilities ”) include the following:

(b)            any Liability under any Assumed Contract arising prior to the Closing Date, other than as expressly contemplated by Section 2.3 ;

(c)             any Liability for any Environmental Condition relating to 4225 and 4323 ArrowsWest Drive, Colorado Springs, Colorado, or arising in connection with any violation of any Environmental Law, except as may be provided in the Lease;

(d)            any Liability or obligation for Taxes attributable to or imposed upon Seller or its Affiliates, except as contemplated by Section 6.9 ;

(f)             any Liability of Seller for or in respect of any Indebtedness, including any liabilities owed to Affiliates of Seller;

(g)             any Liability or obligation of Seller to employees for salaries, wages, commissions, bonuses, sabbatical, health and welfare benefits (except as otherwise contemplated in Section 2.3(e) ), or with respect to any profit sharing, stock bonus, severance, pension, retirement, stock purchase, option, deferred compensation plan, or for any other benefits or compensation that arise or

accrue through the Closing Date, including any compensation payable to any Employees in connection with the Contemplated Transactions;

(i)              any Liability arising out of or resulting from Seller’s compliance or non-compliance with any federal, state, local, municipal, foreign, international, multinational, or other constitution, law, statute, treaty, rule, regulation, ordinance, code, orders, decrees, directives, writs, injunctions or binding case law (collectively, “ Laws ”) or judgment;

(j)             any Liability of Seller relating to any negotiations, agreements or other transactions, if any, by Seller with any third Person that relate to the acquisition of Seller or any of Seller’s assets or any termination of related negotiations or arrangements;

(k)            all professional, financial advisory, broker, finder or other fees of any kind incurred by Seller in connection with the Contemplated Transactions; and

(l)              all other Liabilities arising out of, relating to or incurred in connection with the Business or the Transferred Assets prior to the Closing Date, unless specifically identified as an Assumed Liability.

(a)             Promptly but in any event no later than 180 days following the Closing Date, Buyer will (i) at its own cost and expense, prepare for relocation of any Transferred Assets located at any facilities currently occupied by Seller which facilities are not to be purchased, assigned, subleased, transferred to or otherwise occupied by Buyer pursuant to this Agreement or any other agreement entered into in connection with the Contemplated Transactions (each such facility, a “ Seller Facility ”) and relocate such Transferred Assets from the relevant Seller Facility, and (ii) except as may be contemplated by the Transition Services Agreement, be responsible for all data transfer, delivery, transmission and reformatting costs and expenses related to the acquisition of the Transferred Assets. Subject to the provisions hereof, Seller agrees to cooperate with Buyer and provide Buyer all assistance reasonably requested by Buyer in connection with the planning and implementation of the transfer of any Transferred Assets or any portion of any of them to such location as Buyer will designate. The Transferred Assets will be transported by or on behalf of Buyer, and until all of the Transferred Assets are removed from a Seller Facility, Seller will permit Buyer and its authorized agents or representatives, upon prior notice, to have reasonable access to such Seller Facility during normal business hours to the extent necessary to disconnect, detach, remove, package and crate the Transferred Assets for transport. Buyer will be responsible for disconnecting and detaching all fixtures and equipment that are Transferred Assets from the floor, ceiling and walls of a Seller Facility so as to be freely removed from such Seller Facility by Buyer. Buyer will be responsible for packaging and loading the Transferred Assets for transporting to and reinstalling the Transferred Assets at such location(s) as Buyer will determine. All risk of loss as to the Transferred Assets will be borne by, and will pass to, Buyer as of the Closing; provided, however, that Seller will be liable for any damage to or loss with respect to any Transferred Asset for which Seller has not exercised ordinary care at any time before Buyer has taken custody of such Transferred Asset.

(b)            Notwithstanding any other provision of this Agreement, this Agreement does not effect an assignment of any Assumed Contract or any agreement otherwise included in the Transferred Assets that prohibits any assignment otherwise contemplated by this Agreement, and for which Seller has not obtained a required consent to assignment or given a required notice as of the Closing. Without limiting Section 6.5 hereof, Seller agrees to use commercially reasonable efforts to obtain any Required

Consent(s) as promptly as possible after the Closing, and to act after the Closing as Buyer’s agent and otherwise cooperate with Buyer in order to obtain for Buyer the benefits under those agreements to the maximum extent permitted by law. Subject to rights of Buyer pursuant to Article   IX hereof, Buyer will be solely responsible for any costs or expenses necessary to obtain any such consent, other than administrative or similar costs incurred by Seller in connection with the solicitation of any consents. If an attempted assignment would be ineffective or would impair Buyer rights under any Transferred Asset so that Buyer would not receive all such rights, then Seller and Buyer will cooperate in any lawful and reasonable arrangement, to the extent so permitted under the terms of any Assumed Contract, which will provide Buyer the obligations and benefits of any such Transferred Asset, including subcontracting, licensing or sublicensing to Buyer any or all of Seller’s rights and obligations with respect to such Transferred Asset. In any such arrangement, Buyer will (i) bear the sole responsibility for completion of the work or provision of goods and services, (ii) bear all Taxes with respect thereto or arising therefrom that relate to any Post-Closing Period, and (iii) be solely entitled to all benefits thereof, economic or otherwise. If and when such consents or approvals are obtained or such other required actions have been taken, the transfer of such Transferred Asset will be effected in accordance with the terms of this Agreement. For the avoidance of doubt, in no event will Seller have any obligation under this Section 2.5 with respect to any agreement relating to the Business other than the Assumed Contracts

2.6            Purchase Price . The consideration for the Transferred Assets (the “ Consideration ”) will be the sum of (x) sixty-three million dollars ($63,000,000) (the “ Initial Purchase Price ”), plus (y) the Earnout Payment (as defined in Section   2.7 below), if any (together with the Initial Purchase Price, the “Aggregate Purchase Price” ), plus (z) the assumption by Buyer of the Assumed Liabilities. Buyer will pay the Initial Purchase Price to Seller in immediately available funds on the Closing Date in accordance with Article III hereof.

(a)             Buyer will pay Seller as additional consideration an amount (the “ Earnout ”) in cash not to exceed $12,000,000 based on the shipment of Products by Buyer during the period commencing on October 1, 2007 and ending on September 30, 2008 (such period, the “ Earnout Period ”) in accordance with this Section   2.7 . The actual amount of cash payable as the Earnout (the “ Earnout Payment ”) will be determined on the basis of the Earnout Amount (as defined herein) for each fiscal quarter during the Earnout Period as set forth on and pursuant to Schedule   2.7 hereto (each such fiscal quarter, an “ Earnout Quarter ”). In no event will Buyer be obligated to pay any amounts in the aggregate in excess of $12,000,000 under this Section   2.7 (including, for such purpose, Schedule   2.7 ) as the Earnout Payment, irrespective of the amount of Earnout Amount in a particular Earnout Quarter or the entire Earnout Period. The Earnout Payment will be payable in accordance with subsection (b) hereof. For the purposes hereof, “Earnout Amount” means the aggregate dollar amount of all Products shipped by Buyer during the Earnout Period, which will be determined by multiplying (i) the number of each such Product shipped by Buyer by (ii) the trailing quarterly weighted average sales price (“ ASP ”) of each such Product shipped by Buyer to its distributors or customers as determined using the applicable invoice(s); provided, however, that solely for the purposes of the first Earnout Quarter, any Products shipped by Seller to Buyer at the written request of Buyer, which Products are not subsequently shipped by Buyer to any distributor or customer during such Earnout Quarter, will be deemed to constitute a “shipment by Buyer” for the purposes hereof and thus will be included in the calculation of the Earnout Amount for such Earnout Quarter; provided further, that for the purpose of determining ASP for each Product shipped by Buyer during the first Earnout Quarter (including those products deemed shipped by Buyer pursuant to the immediately preceding proviso), such ASP will be determined based on the applicable purchase order(s) for any such Product as submitted by Buyer’s distributors and customers. In the event that the Closing Date occurs after October 1, 2007, the Parties will agree to a mutually acceptable adjustment of the Earnout Amount and Earnout Payment for the first Earnout Quarter.

(b)            As soon as practicable but in no event later than 45 days following the end of an Earnout Quarter, Buyer will pay Seller the portion of the Earnout Payment attributable to such period (an “ Earnout Quarter Payment ”), by wire transfer to an account designated in writing by Seller. Buyer will have the right to withhold and set off against any portion of such Earnout Quarter Payment the amount of any Damages to which any Buyer Indemnified Party may be entitled under this Agreement.

(c)             No later than 90 days after the expiration of the Earnout Period, Buyer will deliver to Seller a computation of the Earnout Amount, identifying the Earnout Payment previously made by Buyer based on such computation, during the Earnout Period (the “ Earnout Statement ”). Unless within 60 days after receipt of such computation, Seller tenders written notice to Buyer setting forth any and all items of disagreement relating to such computation, the computation will be conclusive and binding on Seller. If Seller delivers a dispute notice within such 60-day period, Buyer and Seller will use reasonable efforts to resolve their differences for a period of 10 days. If Buyer and Seller are unable to resolve their differences within such period, Buyer and Seller will jointly retain a mutually agreed third Person (the “ Earnout Referee ”) to resolve such disagreement. Buyer and Seller will request that the Earnout Referee render a determination as to the computation of the aggregate Earnout Amount, and the Earnout Payment based thereon, within 45 days after its retention, and Buyer and Seller will cooperate fully with the Earnout Referee so as to facilitate a final determination as quickly and as accurately as possible. In making such resolution, the Earnout Referee will consider only those issues, items or amounts in the Earnout Statement as to which Seller has disagreed in writing in the aforementioned dispute notice. The Earnout Referee’s final determination (the “ Final Earnout Report ”) will be in writing and will be binding on Buyer and Seller, and the fees and expenses of the Earnout Referee will be allocated between the Parties in the same proportion that the aggregate amount of disputed items so submitted to the Earnout Referee that is unsuccessfully disputed by such Party (as finally determined by the Earnout Referee) bears to the total amount of such remaining disputed items so submitted. In the event that any amount is payable as the Earnout Payment under this subsection (c), Buyer will pay such amount by wire transfer of immediately available funds to an account designated by the Seller as soon as reasonably practicable but in no event later than 10 days following the receipt of the Final Earnout Report. In the event that the Earnout Payment is adjusted downward in the Final Earnout Report, Seller will pay such amount by wire transfer of immediately available funds to an account designated by Buyer as soon as practicable but in no event later than 10 days following the receipt of the Final Earnout Report.

(d)            Buyer agrees, with respect to the Earnout, except as otherwise agreed by the Seller, such agreement not to be unreasonably withheld or delayed, that:

(i)              it will use commercially reasonable efforts to cause the Business to be integrated with its existing businesses and operations promptly and in a manner that does not have a material negative impact on the Earnout Payment;

(ii)            during the Earnout Period it will use commercially reasonable efforts to promote and maximize the sale of Products; and

(iii)           during the Earnout Period it will not cease or materially reduce production of the Products.

Notwithstanding the foregoing, Seller acknowledges that (A) upon the closing of the Contemplated Transactions, Buyer has the right to operate the Business and Buyer’s other businesses in any way that Buyer deems appropriate in Buyer’s sole and absolute discretion, consistent with clauses (d)(i) through (d)(iii) above, (B) subject to clauses (d)(i) through (d)(iii) above, Buyer has no obligation to operate the Business in order to achieve any Earnout Payment or to maximize the amount of the Earnout Payment during the Earnout Period or any particular Earnout Quarter, (C) the Earnout Payment is speculative and

is subject to numerous factors outside the control of Buyer and Seller, (D) there is no assurance that Seller will receive any Earnout Payment and Buyer has not promised nor projected any Earnout Payment, (E) Buyer owes no fiduciary duty or, subject to clauses (d)(i) through (d)(iii) above, express or implied duty to the Seller, including an implied duty of good faith and fair dealing, and (F) the Parties solely intend the express provisions of this Agreement to govern their contractual relationship. Seller hereby waives any fiduciary duty or, subject to clauses (d)(i) through (d)(iii) above, express or implied duty of Buyer to the Seller, including an implied duty of good faith and fair dealing.

(e)             Buyer agrees that, if requested by Seller, it will meet with Seller at a mutually agreeable time once each quarter at the Buyer’s principal executive offices during regular business hours, at Seller’s sole expense, to discuss the level of sales of Products. Buyer agrees that it will consider in good faith the suggestions of Seller concerning increasing the sales of Products. If requested by Seller within 60 days from the end of the Earnout Period, Buyer will cooperate with and allow Seller and any representative of Seller, during normal business hours and subject to customary confidentiality restrictions, upon reasonable notice and at Seller’s expense, to conduct an audit of Buyer’s records with respect to the Earnout Payment.

2.8            Allocation of Purchase Price . As soon as practicable following the Closing, Seller will provide to Buyer for Buyer’s review and approval (which approval will not be unreasonably withheld) proposed allocation of the Initial Purchase Price and all other capitalizable costs, among the various classes of Transferred Assets (as such classes are defined for the purposes of Section 1060 of the Code). All allocations made pursuant to this Section 2.8 will be made in accordance with the requirements of Section 1060 of the Code. Neither Party will take a position on any Tax return (including Internal Revenue Service Form 8594), before any domestic, foreign, national, state, county or municipal or other local governmental entity, including any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any Tax authority or any other entity exercising Tax regulatory authority (“ Tax Authority ”) or in any judicial proceeding that is in any manner inconsistent with such allocation without the written consent of the other Party or unless specifically required pursuant to a determination by an applicable Tax Authority. The Parties will promptly advise each other of the existence of any Tax audit, controversy or litigation related to any allocation hereunder.

ARTICLE III. CLOSING

3.1            Closing . Subject to the terms and conditions of this Agreement, the Closing will take place at the offices of Baker & McKenzie LLP located at 660 Hansen Way, Palo Alto, California 94304, or at such other location as the parties may agree.

(a)             Seller will deliver, or will cause to be delivered, to Buyer (i) the various certificates, instruments and documents referred to in Section   7.2 hereof, and (ii) subject to Section   2.5 hereof, the Transferred Assets and make available to Buyer the facilities and premises, including all of the buildings, structures, improvements and fixtures, that are the subject of the Lease (the “ Leased Facilities ”) or owned by Seller; and

(b)            Buyer will deliver to Seller (i) the various certificates, instruments and documents referred to in Section   7.3 hereof, and (ii) the Initial Purchase Price by wire transfer of immediately available funds, to an account to be designated by Seller no later than two (2) business days prior to the Closing.

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLER

Except as set forth specifically on the disclosure schedule, dated as of the date of this Agreement and delivered by Seller to Buyer (the “ Disclosure Schedule ”), Seller represents and warrants to Buyer that the statements set forth in this Article   IV are accurate and complete as of the date hereof and as of the Closing Date. The Disclosure Schedule will be prepared and arranged in Sections and paragraphs corresponding to the numbered and lettered sections and paragraphs contained in this Article IV , and the disclosure in any Section or paragraph of the Disclosure Schedule qualifies other sections and paragraphs in this Article IV only to the extent it is clear that a given disclosure is applicable to other sections or paragraphs. Notwithstanding the foregoing, in no event will any disclosure or other information set forth on any schedule prepared or delivered in connection with this Agreement (other than pursuant to this Article   IV ) be deemed to qualify any representation or warranty of this Article IV unless a specific reference is included in the Disclosure Schedule to such effect.

4.1            Organization, Standing and Power . Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has the requisite corporate power and authority, and all necessary permits, authorizations, consents, and approvals of all Governmental Entities to own, lease and operate its properties and to carry on the operation of the Business as now being conducted except where the failure to have such permits, authorizations, consents, and approvals would not have a Material Adverse Effect on the Business. Seller is duly qualified or licensed as a foreign corporation to do business, and, where applicable, is in good standing, in each jurisdiction where the failure to be so qualified would have a Material Adverse Effect on the Business.

4.2            Authority . The execution and delivery of this Agreement by Seller and the other Acquisition Documents to be executed and delivered by Seller, the performance by Seller of its obligations hereunder and thereunder, and the completion by Seller of the Contemplated Transactions have been duly authorized by all necessary action by the Board of Directors of Seller, and no other act or proceeding on the part of or on behalf of Seller or its stockholders is necessary to approve the execution and delivery of this Agreement and other Acquisition Documents, the performance by Seller of its obligations hereunder and thereunder and the completion of the Contemplated Transactions. The signatory officers of Seller have the power and authority to execute and deliver this Agreement and the other Acquisition Documents to be executed and delivered by Seller pursuant hereto, to complete the Contemplated Transactions and to take all other actions required to be taken by Seller pursuant to the provisions hereof and thereof.

4.3            Execution and Binding Effect . This Agreement has been duly and validly executed and delivered by Seller and constitutes, and the other Ancillary Agreements to be executed and delivered by Seller pursuant hereto, upon their execution and delivery by Seller, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by Buyer), legal, valid and binding agreements of Seller, enforceable against Seller in accordance with their respective terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws and equitable principles affecting the enforcement of creditors’ rights generally or provisions limiting competition, and by equitable principles.

4.4            Consents and Approvals of Governmental Entities . Other than the Governmental Authorizations, there is no requirement applicable to Seller to make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the lawful completion by Seller of the Contemplated Transactions and the other agreements and instruments to be executed and delivered by Seller pursuant to this Agreement, except for filings that are referred to in Section   4.4 of the Disclosure Schedule.

4.5            No Violation . Neither the execution, delivery and performance of this Agreement and the other Acquisition Documents to be executed and delivered by Seller pursuant to this Agreement, nor the completion of the transactions contemplated hereby or thereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Seller, each as amended to date, (b) except with respect to the Required Consents (as defined herein), conflict with or result in a violation or breach of, or constitute a default or require consent of any Person (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Assumed Contract or other instrument or obligation to which any of the Transferred Assets or the Business may be bound, (c) violate any Law applicable to Seller or by which any Transferred Assets may be bound or otherwise subject, or (d) result in the creation or imposition of any Lien on any of the Transferred Assets.

4.6            Consents . Section   4.6 of the Disclosure Schedule sets forth each Assumed Contract that requires the consent of another Person or party thereto in connection with the execution and delivery of this Agreement or the completion of the Contemplated Transactions (each a “ Required Consent ”).

4.7            Absence of Certain Changes . Except as set forth in Section 4.7 of the Disclosure Schedule, since March 31, 2007, (i) there has not been any Material Adverse Effect on the Business, nor has there occurred any event or development which would reasonably likely result in such a Material Adverse Effect on the Business prior to the Closing Date, and (ii) Seller has conducted the Business in the ordinary course of business, consistent with past practice. Without limiting the generality of the foregoing, since March 31, 2007, Seller has not taken any of the actions set forth in paragraphs (a) through (m) of Section 6.1 hereof, other than actions undertaken after the date hereof in accordance with Section 6.1 hereof (it being acknowledged and agreed by the Parties that, for the purposes of the foregoing representation by Seller made as of the date hereof, such representation will not be deemed to include any actions set forth under paragraphs (i) or (j) thereof).

(a)             Other than the Licensed Technology, the Licensed Third Party Technology (as defined in Section 4.8(e) and set forth in Section 4.8(e) of the Disclosure Schedule), the Required Consents, the Governmental Approvals and Patents owned by third Persons, of which such Patents Seller does not have Knowledge (“ Unknown Third Party Patents ”), no licenses or other consents from, or payments to any other Person are or will be necessary for Buyer to operate the Business (excluding, for such purposes, the Product Designs and Concepts) and use the Transferred Assets in a manner substantially equivalent to the manner in which Seller has used the Transferred Assets (excluding, for such purposes, the Product Designs and Concepts) prior to the Closing Date.

(b)            Seller holds good title or license to all of the Transferred Assets free and clear of any Liens, and subject to its receipt of the Required Consents or Governmental Approvals, has the power and right to sell, assign, and deliver the Transferred Assets to Buyer. Upon completion of the Contemplated Transactions, Buyer will acquire good title or license to the Transferred Assets free and clear of any Liens, other than those listed on Section   4.8(b) of the Disclosure Schedule.

(c)             Except as listed on Section 4.8(c) of the Disclosure Schedule, there exists no restriction on the use or transfer of the Transferred Assets.

(d)            Other than with respect to Intellectual Property Rights (which are exclusively addressed in Section   4.8(e) hereof), and the Excluded Assets described in Sections   2.2(h) and 2.2(j) of this Agreement, the Transferred Assets (i) that are tangible personal property are in good operating

condition and repair (reasonable wear and tear excepted), as required for their use by Seller as presently conducted, and (ii) constitute all of the assets and properties used in the Business as of the Closing Date (excluding, for such purposes, the Product Designs and Concepts), and necessary for the operation of the Business (excluding, for such purposes, the Product Designs and Concepts).

(e)             The Technology licensed by Seller from third Persons set forth in Section 4.8(e) of the Disclosure Schedule (“ Licensed Third Party Technology ”) constitutes all Technology licensed by Seller from any Person that is used by Seller in the Business up to the Closing Date, excluding any third party generally available, off-the-shelf business software and licenses thereto used by Seller. The Licensed Third Party Technology, together with the Assigned Technology and Licensed Technology (and the Intellectual Property Rights therein and thereto) constitute all of the Technology and Intellectual Property Rights, other than the Excluded Technology, used in the Business as of the Closing Date (excluding, for such purposes, the Product Designs and Concepts), and necessary for the operation of the Business (excluding, for such purposes, the Product Designs and Concepts). The Excluded Technology does not include any Technology that is embodied or incorporated in or otherwise necessary to make, have made, sell, support or import any of the Products.

(f)             Section 4.8(f) of the Disclosure Schedule sets forth in tabular form an accurate and complete schedule of all royalties or similar payments payable per Product shipped by Seller to any Person. Seller has made available to Buyer true and complete copies of all Contracts pursuant to which any such royalties or similar payments are due and payable by Seller, and no subsequent written or oral modifications have been made to such Contracts.

(a)             The Registered Intellectual Property Rights listed on Section 4.9(a)(i) of the Disclosure Schedule constitute all Registered Intellectual Property Rights, other than the Excluded Technology, owned by Seller that are used in the Business. The Registered Intellectual Property Rights listed in Section 4.9(a)(ii) of the Disclosure Schedule constitute all of the Registered Intellectual Property Rights, other than the Excluded Technology, owned by Seller that are embodied in the Product Designs and Concepts. Section   4.9(a)(iii) of the Disclosure Schedule lists any pending or, to Seller’s Knowledge, threatened, proceedings or actions before any court, tribunal (including the United States Patent and Trademark Office (the “ USPTO ”), the United States Copyright Office (the “ USCO ”) or equivalent authority anywhere in the world) related to any of such Registered Intellectual Property Rights (including any opposition, interference, reexamination or similar proceedings). Section 4.9(a)(iv) of the Disclosure Schedule sets forth a complete and accurate list of all unregistered Marks comprising the Assigned Technology (which list constitutes all unregistered Marks used in the Business), and lists any pending or known threatened proceeding concerning any such Mark. As of the Closing Date, except for the Registered Intellectual Property Rights described above and as set forth in Section 4.9(a)(v) of the Disclosure Schedule (a) there are no abandoned Registered Intellectual Property Rights nor abandoned applications for Registered Intellectual Property Rights, with respect to the Assigned Technology, and (b) there are no invention disclosures or unfiled applications for Registered Intellectual Property Rights (and no applications being prepared) with respect to any Assigned Technology.

(b)            Each registration of Registered Intellectual Property Rights is subsisting and in force, and all necessary registration, maintenance and renewal fees in connection with such Registered Intellectual Property Rights that became due and payable on or before the Closing Date have been paid and all necessary documents and certificates in connection with such Registered Intellectual Property Rights that were required to be filed on or before the Closing Date have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions (“ Registration Offices ”), as the case may be, for the purposes of maintaining such Registered Intellectual

Property Rights. Except as set forth on Section 4.9(b) of the Disclosure Schedule, to Seller’s Knowledge, there are no actions that must be taken by Seller within 120 days of the Closing Date, relating to the payment of any registration, maintenance or renewal fees or the filing of any responses to Registration Offices actions, documents, applications or certificates for the purposes of obtaining, maintaining, perfecting or preserving or renewing any Registered Intellectual Property Rights.

(c)             Each item of Assigned Technology and each Assigned Mark is owned by Seller, free and clear of any Liens, except for those set forth on Section 4.9(c)(i) of the Disclosure Schedule. Since January 1, 2002, Seller has not received any written claim from a third Person asserting that Seller is not the sole owner of all right, title and interest in and to the Assigned Technology and each Assigned Mark or that any such Assigned Technology or Assigned Mark is invalid, unenforceable or infringed. Section 4.9(c)(ii) of the Disclosure Schedule sets forth a complete and accurate list of any and all licenses or other rights that have been granted by Seller with respect to the Assigned Technology and the Assigned Mark, and true and complete copies of all Contracts (including any amendments whether in writing or otherwise) documenting such rights have been made available to Buyer.

(d)            All Assigned Technology was either (i) developed, written or created by employees of Seller acting within the scope of their employment who have effectively transferred all rights in and to such Technology to Seller as of the Closing Date as contemplated in Section 4.9(e) , or (ii) developed and created by third Persons (including consultants and contractors) who have validly and irrevocably assigned their rights in such Technology to Seller, and no third Person owns or has any rights to any such Assigned Technology. Section 4.9(d) of the Disclosure Schedule sets forth a complete and accurate list of such employees and such third Persons, if any.

(e)             Except as set forth on Section   4.9(e) of the Disclosure Schedule, each of the employees of Seller who has created or contributed to any Assigned Technology has entered into a valid and binding written proprietary information, confidentiality and assignment agreement with Seller (substantially in the form set forth on Section 4.9(e) of the Disclosure Schedule), sufficient to irrevocably vest title in Seller of all such Assigned Technology including all accompanying Intellectual Property Rights, created by such Transferred Employee, in the scope of his or her employment with Seller.

(f)             Except as set forth on Section   4.9(c)(ii) of the Disclosure Schedule, Seller has not transferred ownership of any Assigned Technology or Assigned Mark to any other Person. There are no outstanding licenses of any Licensed Technology to any Restricted Entities (as such term is defined in the Intellectual Property Assignment and License Agreement).

(g)             Except as set forth on Section 4.9(g) of the Disclosure Schedule, there are no Contracts or licenses between Seller and any other Person with respect to Assigned Technology or Licensed Technology (each, an “ IP Related Agreement ”) under which there is any dispute regarding the scope of such agreement, or performance under such agreement, including with respect to any payments to be made or received by Seller thereunder, and to Seller’s Knowledge, no such dispute has been threatened. Without limiting the foregoing or anything in Section 4.17 hereof, to Seller’s Knowledge, Seller is not alleged to be in default in any material respect of any IP Related Agreement, and there exists no default or event of default or event, occurrence, condition or act with respect to Seller or, to Seller’s Knowledge, with respect to the other contracting Person which, with the giving of notice or the lapse of time, would become a default or event of default under any IP Related Agreement.

(h)            The operation of the Business by Seller prior to the Closing Date does not, to the Knowledge of Seller, infringe or misappropriate any Intellectual Property Right of any other Person, and since January 1, 2002, Seller has not received notice from any Person claiming or asserting that such operation of the Business (including any of the Assigned Technology or Licensed Technology) infringes

or misappropriates any Intellectual Property Right of any Person (such notice including any invitation to license).

(i)              Since January 1, 2002, Seller has not brought or threatened to bring any action (or otherwise made any claim or assertion) concerning the infringement or misappropriation of any Assigned Technology or Assigned Mark. To the Knowledge of Seller, no Person is infringing or misappropriating any Assigned Technology or Assigned Mark.

(j)             No Assigned Technology or Assigned Mark is subject to any proceeding or outstanding decree, order, judgment or settlement agreement or stipulation that restricts in any manner the use, transfer or licensing thereof by Seller.

(k)            Except as set forth on Section 4.9(k) of the Disclosure Schedule, Seller has the right to grant the licenses granted to Buyer under the Intellectual Property Assignment and License Agreement.

(l)              Seller has taken all commercially reasonable steps necessary to protect and preserve trade secrets and other Confidential Information included in the Assigned Technology or Licensed Technology.

(m)           No government funding, facilities of a university, college, other educational institution or research center, was used in the creation or development of the Assigned Technology. Seller is not a party to any Contract or license with any Governmental Authority that grants to such Governmental Authority any right or license with respect to the Assigned Technology. Except as set forth on Schedule 4.9(m) of the Disclosure Schedule, Seller is not a member of, and Seller is not obligated to license or disclose any Intellectual Property to, any official or de facto standards setting or similar organization or to any of such organization’s member.

(i)              Each of the Software programs included in the Assigned Technology is functional and operational substantially in accordance with the specifications and documentation of Seller relat