ASSET PURCHASE AND SALE AGREEMENT

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Exhibit 10.49

[*]

Confidential Treatment Requested. Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk to denote where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission.

ASSET PURCHASE AND SALE AGREEMENT

(Dated as of January 31, 2006)

          

by and among

SANMINA-SCI CORPORATION,

and

SANMINA -SCI USA, INC.

and

SANMINA-SCI SYSTEMS SINGAPORE PTE. LTD.

and

ADAPTEC, INC.

and

ADAPTEC MANUFACTURING (S) PTE. LTD

           

TABLE OF CONTENTS

			Page(s)
ARTICLE I	DEFINITIONS		1
	1.1        Certain Definitions		1
ARTICLE II	PURCHASE AND SALE OF ASSETS		8
	2.1        Purchase and Sale of Assets		8
	2.2        Assumption of Liabilities		10
	2.3        Closing		12
	2.4        Post-Closing Purchase Price Adjustments		13
	2.5        Prorations		15
	2.6        Taxes		15
	2.7        Exemptions		16
	2.8        Nontransferable Assets		16
	2.9        Taking of Necessary Action; Further Action		17
	2.10        Allocation of Purchase Price Consideration		17
	2.11        Earn-Out Consideration		17
ARTICLE III	REPRESENTATIONS AND WARRANTIES OF SELLER		20
	3.1        Organization, Qualification, and Corporate Power		21
	3.2        Authorization		21
	3.3        No Conflicts		21
	3.4        Consents		21
	3.5        Business Unit Financial Data		21
	3.6        Legal Compliance		22
	3.7        Tax Matters		22
	3.8        Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment		22
	3.9        Intellectual Property		23
	3.10        Contracts		25
	3.11        Insurance		26
	3.12        Litigation		26
	3.13        Restrictions on Business Activities		26
	3.14        Product Warranty		26
	3.15        Employees		26
	3.16        Employee Matters and Benefit Plans		26

 

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	3.17        Labor Matters		27
	3.18        Environment, Health and Safety		27
	3.19        Real Estate Representations		28
	3.20        Fees		29
	3.21        Sufficiency of Purchased Assets		29
	3.22        Operations Permits		29
	3.23        Non-Governmental Certifications		29
	3.24        Customers		30
	3.25        Suppliers		30
	3.26        No Adverse Developments		30
	3.27        Inventories		30
ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER		30
	4.1        Organization, Qualification, and Corporate Power		30
	4.2        Authorization		31
	4.3        No Conflicts		31
	4.4        Consents		31
	4.5        Payment of Purchase Price		31
ARTICLE V	PRE-CLOSING COVENANTS		32
	5.1        Operation of Business		32
	5.2        Access to Information		33
	5.3        Notice of Developments		34
	5.4        No Solicitation		34
	5.5        Reasonable Efforts		34
	5.6        Notices and Consents		34
	5.7        Employee Matters		35
ARTICLE VI	OTHER AGREEMENTS AND COVENANTS		36
	6.1        Confidentiality		36
	6.2        Additional Documents and Further Assurances		36
	6.3        Covenant Not to Compete		36
	6.4        Covenants Regarding Books and Records and Retained Materials		38
	6.5        Amendment to Singapore Transaction Inventory Put		39
ARTICLE VII	CONDITIONS TO THE CLOSING		39
	7.1        Conditions to Parent's and Buyer's Obligation to Close		39

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	7.2        Conditions to Seller's Obligations to Close		41
ARTICLE VIII	SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS		42
	8.1        Representations, Warranties and Covenants		42
ARTICLE IX	INDEMNIFICATION		42
	9.1        Indemnification by Seller		42
	9.2        Indemnification by Buyer and Parent		43
	9.3        Notice and Opportunity to Defend		43
	9.4        Remedies		44
	9.5        Certain Limitations		44
ARTICLE X	TERMINATION		46
	10.1        Termination of the Agreement		46
	10.2        Effect of Termination		46
ARTICLE XI	MISCELLANEOUS		47
	11.1        Press Releases and Public Announcements		47
	11.2        No Third Party Beneficiaries		47
	11.3        Entire Agreement and Modification		47
	11.4        Amendment		47
	11.5        Waivers		47
	11.6        Successors and Assigns		47
	11.7        Counterparts		48
	11.8        Headings		48
	11.9        Notices		48
	11.10        Governing Law		48
	11.11        Severability		49
	11.12        Expenses		49
	11.13        Construction		49
	11.14        Seller Disclosure Letter		49
	11.15        Attorneys' Fees		49
	11.16        Further Assurances		49
	11.17        Time of Essence		49
	11.18        Consent to Jurisdiction		49
	11.19        Schedules and Exhibits		50
	11.20        Guarantee by Parent		50

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EXHIBITS

Exhibit A	—		Form of Buyer Supply Agreement
Exhibit B	—		Form of Lease Assumption Agreement
Exhibit C	—		Form of License Agreement
Exhibit D	—		Form of Transition Services Agreement

SCHEDULES

Schedule 1.1(k)		Business Designs
Schedule 1.1(l)		Business Intellectual Property
Schedule 1.1(m)		Business Software
Schedule 1.1(o)		Capitalized Fixed Assets
Schedule 1.1(v)		Employees
Schedule 1.1(cc)		Expensed Fixed Assets
Schedule 1.1(ee)		Finished Goods Inventory
Schedule 1.1(yy)		Qualified Products
Schedule 1.1(mmm)		Transferred Trademarks and Domain Names
Schedule 2.1(b)(iii)(A)		Tangible Property Leases (Seller as Lessor)
Schedule 2.1(b)(iii)(B)		Tangible Property Leases (Seller as Lessee)
Schedule 2.1(b)(iv)		Real Property Leases
Schedule 2.1(b)(vii)		Assigned Contracts
Schedule 2.1(b)(viii)		Assigned Permits
Schedule 2.1(b)(ix)		Prepaid Expenses
Schedule 2.1(c)(xv)		Excluded Assets
Schedule 2.2(b)(vii)		Outstanding Purchase Orders
Schedule 2.10		Purchase Price Allocation
Schedule 2.11(b)(ii)		Qualified Business Customers
Schedule 2.11(d)		Payment Schedule
Schedule 5.7(a)		Offered Employees
Schedule 5.7(b)		Employee Retention Bonus Reserve
Schedule 6.3(c)		Jupiter Products
Schedule 6.5		Singapore Business Products Inventories
Schedule 7.1(e)		Required Third-Party Notices and Consents
Schedule 7.1(f)(ii)		Conveyance Documents
Schedule 7.1(f)(v)		Liens
Schedule 7.1(j)		Requisite Transferred Employee Base

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ASSET PURCHASE AND SALE AGREEMENT

        THIS ASSET PURCHASE AND SALE AGREEMENT (this " Agreement ") is made and entered into as of January 31, 2006, by and among Sanmina-SCI Corporation, a Delaware corporation (" Parent "), and Sanmina-SCI USA, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (" Buyer ") and Sanmina-SCI Systems Singapore Pte. Ltd., a wholly-owned subsidiary of Parent (" Sanmina-Singapore "), on the one hand, and on the other hand, Adaptec, Inc., a Delaware corporation (" Seller ") and Adaptec Manufacturing (S) Pte. Ltd., a Singapore corporation and a wholly-owned subsidiary of Seller (" Adaptec-Singapore "). Parent, Buyer, Seller and Adaptec-Singapore are sometimes referred to herein individually as a " Party " and collectively as the " Parties ."

RECITALS

        A.    Seller is engaged in the Business (as hereinafter defined) at the Facility (as hereinafter defined), which is located in Colorado Springs, Colorado.

        B.    Seller and Adaptec Singapore desire to sell to Buyer and Sanmina-Singapore, and Buyer and Sanmina-Singapore desire to purchase from Seller and Adaptec Singapore, on the terms and subject to the conditions set forth herein, the Purchased Assets of Seller described herein, and Seller desires Buyer to assume the Assumed Liabilities, which Buyer would agree to assume on the terms and subject to the conditions set forth herein.

        C.    Seller, Adaptec Singapore, Buyer and Sanmina-Singapore intend to amend and modify the Singapore Supply Agreement (as defined below) pursuant to Section 6.5 hereof.

        C.    The Board of Directors of each of Parent, Buyer, Sanmina-Singapore, Seller and Adaptec-Singapore believes it is in the best interests of its respective corporation and stockholders that the transactions contemplated hereby be consummated and, in furtherance thereof, has approved this Agreement and the transactions contemplated hereby.

        D.    Parent, Buyer, Sanmina-Singapore, Seller and Adaptec-Singapore desire to make certain representations, warranties, covenants and other agreements in connection with the transactions contemplated hereby.

        NOW, THEREFORE, in consideration of the covenants and representations set forth herein, and for other good and valuable consideration, the parties agree as follows:

ARTICLE I

DEFINITIONS

        1.1     Certain Definitions.     As used in this Agreement, the following terms have the following meanings (terms defined in the singular to have a correlative meaning when used in the plural and vice versa). Certain other terms are defined in the text of this Agreement.

        (a)   " Actions or Proceeding " means any action, suit, proceeding or arbitration.

        (b)   " Affiliate " means any Person that directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by voting power, Contract or otherwise and, in any event and without limitation of the previous sentence, any Person owning ten percent (10%) or more of the voting securities of another Person shall be deemed to control that Person.

        (c)   " Ancillary Agreements " shall have the meaning given to such term in Section 2.3(e).

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        (d)   " Assets " of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related thereto, owned by such Person, including without limitation, accounts and notes receivable, chattel paper, documents, instruments, general intangibles, real estate, equipment, inventory and goods.

        (e)   " Assumed Employment Liabilities " means, and is limited to, the Employment Liabilities with respect to the Transferred Employees for accrued vacation time that is accrued on the books and records of Seller as of the Closing Date for periods prior to the Closing Date and which has not been paid or satisfied by Seller by the Closing Date (" Accrued Vacation "), but, with respect to each Transferred Employee, not in excess of such Transferred Employee's Maximum Assumed Accrued Vacation (as defined below). For purposes of this definition, an individual Transferred Employee's " Maximum Assumed Accrued Vacation " is an amount equal to the lesser of (i) forty (40) hours of such Transferred Employee's Accrued Vacation or (ii) such Transferred Employee's actual Accrued Vacation as of the Closing Date.

        (f)    " Assumed Liabilities " shall have the meaning given to such term in Section 2.2(b).

        (g)   " Benefit Plan " means any Retirement Plan and any plan, program, policy, contract, agreement or other arrangement providing for compensation, loans (other than travel allowances and relocation packages), severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits, health, sickness, dental, vision, life, disability, sabbatical, or accidental death and dismemberment benefits, or other employee benefits or remuneration of any kind, whether written or unwritten, funded or unfunded, including, without limitation, each "employee benefit plan," within the meaning of Section 3(3) of ERISA, which is or has been maintained, contributed to, or required to be contributed to, by the Seller or its ERISA Affiliates for the benefit of any Transferred Employee, or with respect to which the Seller or its ERISA Affiliates have or may have any liability or obligation to any Transferred Employee.

        (h)   " Books and Records " of any Person means, with respect to a particular line of business conducted by such Person, all files, documents, instruments, papers, books and records relating to such line of business and its operations, condition (financial or other), results of operations and the Assets of such Person used in such line of business, including without limitation, statements of operations, budgets, reliability and cost data, pricing guidelines, ledgers, journals, deeds, title policies, copies of Contracts, copies of Permits, customer lists, operational data and plans and environmental studies and plans relating to such line of business.

        (i)    " Business " means Seller's operations to develop, design, supply, manufacture and market block-based storage solutions, which consist of the integration and development of RAID (redundant array of independent disks) controllers and external storage enclosures; provided that the Business does not include the business of developing, designing, supplying or manufacturing RAID controllers, the business of marketing RAID controllers as standalone products, or the business of developing or marketing software or other components of RAID controllers as standalone products.

        (j)    " Business Day " shall mean a day other than Saturday and Sunday or any day on which banks located in the State of New York or the State of California are authorized or obligated to close.

        (k)   " Business Designs " means the specifications, architecture, and design documents for the storage enclosure products listed in Schedule 1.1(k) .

        (l)    " Business Intellectual Property " shall mean Intellectual Property owned by Seller and used primarily in the conduct of the Business in the manner conducted by Seller as of the date hereof and the Closing Date. The Business Intellectual Property includes the Seller Registered

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Business Intellectual Property (as defined below) which is listed in Section 3.9(a)(i) of the Seller Disclosure Letter and the patents, patent applications and invention disclosures listed on Schedule 1.1(l) .

        (m)  " Business Software " means the software listed in Schedule 1.1(m) .

        (n)   " Buyer Supply Agreement " means that certain Storage System Product Supply Agreement substantially in the form set forth in Exhibit A hereto to be entered into by Buyer and Seller (and Parent, for the purposes of having Parent guarantee the performance of Buyer's obligations thereunder).

        (o)   " Capitalized Fixed Assets " means all items of plant, equipment, machinery, tools, furniture and furnishings and other tangible assets listed on Schedule 1.1(o), provided, however , that as defined herein, Capitalized Fixed Assets shall not include: (i) the Expensed Finished Assets, (ii) the Finished Goods Inventory, (iii) any of the Excluded Assets, (iv) the Facility, (v) any leasehold improvements or fixtures, any buildings or other structures, or (vi) any information technology systems or custom equipment.

        (p)   " Closing Date " means the date which is two (2) Business Days following the satisfaction or, if permitted pursuant to the terms of Article VII hereof, waiver of the conditions to Closing set forth in Article VII hereof, or at such other date as the parties hereto shall mutually agree.

        (q)   " Closing Net Asset Value " shall mean an amount equivalent to the Net Asset Value as set forth in the Closing Net Asset Value Statement.

        (r)   " Closing Net Asset Value Statement " shall have the meaning given to such term in Section 2.4(a).

        (s)   " COBRA " means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

        (t)    " Contract " means any written or legally binding oral agreement, contract, understanding, license, instrument, note, guaranty, indemnity, representation, warranty, deed, assignment, power of attorney, certificate, purchase order, work order, insurance policy, benefit plan, commitment, covenant, assurance or undertaking of any nature.

        (u)   " Definitive Agreements " means, collectively, this Agreement and the Ancillary Agreements.

        (v)   " Employees " means the current employees (including without limitation, the Transferred Employees), of Seller or any Subsidiary of Seller listed in Schedule 1.1(v) , each of whom is employed in connection with the Business.

        (w)  " Employee Retention Bonus Reserve " means a reserve to fund payment of certain bonuses (the " Employee Retention Bonuses ") Buyer and Seller have agreed will be paid to certain of the Transferred Employees. The Transferred Employees eligible to receive Employee Retention Bonuses and the amount of the Employee Retention Bonus each such Transferred Employee is eligible to receive is set forth on Schedule 5.7(b) hereto. The Employee Retention Bonuses Reserve will equal the sum of such Employee Retention Bonuses.

        (x)   " Employment Agreement " shall mean each management, employment, severance, consulting, relocation, repatriation, expatriation, visa or work permit between Seller or any Subsidiary and any Employee.

        (y)   " Employment Liabilities " shall mean any and all claims, debts, liabilities, commitments and obligations, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, however arising, including all costs and

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expenses relating thereto arising under law, rule, regulation, permit, action or proceeding before any governmental authority, order or consent decree or any award of any arbitrator of any kind payable to any Benefit Plan, Employment Agreement relating to an Employee and arising from such Employee's employment with Seller or any ERISA Affiliate prior to the Closing Date, including, without limitation, any Termination Liabilities.

        (z)   " ERISA " shall mean the Employee Retirement Income Security Act of 1974, as amended.

        (aa)    " ERISA Affiliate " shall mean each majority-owned subsidiary of Seller and any Person under common control with each Seller or any of Seller's majority-owned Subsidiaries within the meaning of Section 414(b), (c), (m) or (o) of the Code and the regulations issued thereunder.

        (bb)    " Excluded Liabilities " shall have the meaning given to such term in Section 2.2(c).

        (cc)    " Expensed Fixed Assets " means all items of computers and computer supplies, office materials and supplies and other tangible assets listed on Schedule 1.1(cc) , provided, however , that as defined herein, Expensed Fixed Assets shall not include: (i) the Capitalized Fixed Assets, (ii) the Finished Goods Inventory, (iii) any of the Excluded Assets, (iv) the Facility and (v) any leasehold improvements or fixtures, any buildings or other structures, or (vi) any information technology systems or custom equipment.

        (dd)    The " Facility " means the office facility used in the operation of the Business and located at Suite 100 of the Research Park Five Building, 5385 Mark Dabling Boulevard, Colorado Springs, Colorado 80918.

        (ee)    " Finished Goods Inventory " means the items of finished goods inventory of the Business listed and described in Schedule 1.1(ee) and " Consigned Finished Goods Inventory " means any Finished Goods Inventory which is located at a consigned customer site as specified in Schedule 1.1(ee) .

        (ff)    " Governmental Body " means any applicable: (i) nation, province, state, county, city, town, village, district, or other jurisdiction of any nature; (ii) federal, provincial, state, local, municipal, foreign, or other government; (iii) governmental or quasi governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal); or (iv) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

        (gg)    " Indebtedness " of any Person means all monetary obligations of such Person (i) for borrowed money, (ii) evidenced by notes, bonds, debentures or similar instruments, (iii) for the deferred purchase price of goods or services (other than trade payables or accruals incurred in the ordinary course of business), (iv) under capital leases or (v) in the nature of guarantees of the obligations described in clauses (i) through (iv) above of any other Person.

        (hh)    " Intellectual Property " means any or all of the following and all worldwide common law and statutory rights in, arising out of, or associated therewith: (i) United States and foreign patents and utility models and applications therefor and all reissues, divisions, reexaminations, renewals, extensions, provisionals, continuations and continuations in-part thereof (" Patents "); (ii) inventions (whether patentable or not), improvements, trade secrets, proprietary information, know-how, and any rights in technology, invention disclosures, technical data and customer lists, and all documentation relating to any of the foregoing; (iii) copyrights, copyright registrations and applications therefor, and all other rights corresponding thereto throughout the world; (iv) domain names, uniform resource locators (" URLs "), other names and locators associated with the Internet, and applications or registrations therefor (" Domain Names "); (v) industrial designs and any registrations and applications therefor; (vi) trade names, logos, common law trademarks and service marks, trademark and service mark registrations, related goodwill and applications therefor

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throughout the world (" Trademarks "); (vii) all rights in databases and data collections; (viii) all moral and economic rights of authors and inventors, however denominated; and (ix) any similar or equivalent rights to any of the foregoing (as applicable).

        (ii)    " Intellectual Property Contracts " shall have the meaning given to such term in Section 3.9(a)(ii).

        (jj)    " Law " means any applicable law, statute, rule, regulation, ordinance, extension order, or other pronouncement having the effect of law of the United States, any foreign country or any U.S. or foreign state, county, city or other political subdivision or of any Governmental Body.

        (kk)    " Lease Assumption Agreement " shall mean that certain Assignment, Assumption and Consent to Assignment Agreement substantially in the form attached as Exhibit B hereto between Buyer and Parent and the lessor of the Facility, pursuant to which Buyer and Parent shall assume Seller's obligation under the Real Property Lease for the Facility.

        (ll)    " Liability " means any Indebtedness, obligation or other liability of a Person (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due).

        (mm)    " License Agreement " means that certain License Agreement substantially in the form attached as Exhibit C hereto between Seller and Buyer.

        (nn)    " Lien " means any mortgage, pledge, lien, charge, claim, security interest, adverse claims of ownership or use, restrictions on transfer, defect of title or other encumbrance of any sort, other than (a) mechanic's, materialmen's, and similar liens that arise by operation of law and relate to amounts not yet due and payable, and (b) customary liens for Taxes not yet due and payable.

        (oo)    " Material Adverse Effect " means with respect to (i) Parent or Buyer, any material adverse change in the business, operations, assets (including intangible assets), liabilities (contingent or otherwise), results of operations or financial performance, condition (financial or otherwise) of such Party, which is material to Parent and Buyer, taken as a whole, and (ii) with respect to Seller, any material adverse change in the business, operations, assets (including intangible assets), liabilities (contingent or otherwise), results of operations or financial performance or condition (financial or otherwise) of Seller which is material to the Business taken as a whole; provided, however, that in determining whether or not a Material Adverse Effect has occurred, any effect to the extent attributable to the following shall not be considered: (a) changes in laws, rules or regulations of general applicability or interpretations thereof by governmental entities, (b) changes affecting the computing and storage segments of the electronics industry, provided that such changes do not affect such Person in a substantially disproportionate manner than the effect of such changes on such industry segments as a whole; and (c) any effect resulting from the announcement of this Agreement in accordance with this Agreement.

        (pp)    " Multiemployer Plan " shall mean any "Pension Plan" which is a "multiemployer plan," as defined in Section 3(37) of ERISA.

        (qq)    " Net Asset Value " shall mean an amount equivalent to: (i) the sum of (A) the net book value of the Capitalized Fixed Assets on the books of Seller on the Closing Date, plus (B) the fair market value of the Expensed Fixed Assets on the books of Seller on the Closing Date, plus (C) for each unit of Finished Goods Inventory (other than Consigned Finished Goods Inventory) that does not incorporate a disk drive, an amount equal to [*] of the Bill of Material Cost (as defined below) for such unit of Finished Goods Inventory on the Closing Date plus (D) for each unit of Consigned Finished Goods Inventory that does not incorporate a disk drive, an amount equivalent to [*] of the Bill of Material Cost for such unit of Consigned Finished Goods Inventory on the Closing Date plus the actual historical freight costs incurred by Seller to ship such unit of

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Consigned Finished Goods Inventory to the applicable customer's site, plus (E) for each unit of Finished Goods Inventory (other than Consigned Finished Goods Inventory) into which a disk drive is incorporated, an amount equal to the Baseline Material Costs (as defined in the Singapore Supply Agreement) for such unit of Finished Goods Inventory plus (1) [*] for all components of such unit other than disk drives and (2) [*] for disk drives in such unit, plus (F) for each unit of Consigned Finished Goods Inventory into which a disk drive is incorporated, an amount equal to the Baseline Material Costs (as defined in the Singapore Supply Agreement) for such unit plus (1) [*] for all components of such unit other than disk drives and (2) [*] for disk drives in such unit and (3) the actual historical freight costs incurred by Seller to ship such unit of Consigned Finished Goods Inventory to the applicable customer's site: minus (ii) the sum of (A) the amount of the Assumed Employment Liabilities plus (B) the amount of the Employee Retention Bonus Reserve. As used in this definition, the term " Bill of Material Cost " shall, with respect to a unit of Finished Goods Inventory, mean the actual cost to Seller of the materials and components incorporated into such unit.

        (rr)    " Order " means any writ, judgment, decree, injunction, administrative order, directive or similar order or directive of any Governmental Body (in each such case whether preliminary or final).

        (ss)    " Pension Plan " shall mean each Employee Plan which is an "employee pension benefit plan," within the meaning of Section 3(2) of ERISA.

        (tt)    " Permit " shall mean a license, permit, authorization, registration, certificate, variance, approval, consent and franchise and similar right obtained from governments and any Governmental Body, and any pending applications relating to any of the foregoing.

        (uu)    " Person " means any individual, corporation (including any non profit corporation), company, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, Governmental Body or other entity.

        (vv)    " Preliminary Net Asset Value " shall have the meaning given to such term in Section 2.3(c)

        (ww)    " Preliminary Net Asset Value Statement " shall have the meaning givento such term in Section 2.3(c).

        (xx)    " Purchase Price " means an amount equal to (i) the Preliminary Net Asset Value (as adjusted pursuant to Section 2.4) plus an amount equal to $8,450,000 (such sum, the " Closing Purchase Price "), plus (ii) the right to receive the Earn-Out Consideration pursuant to Section 2.11 hereof.

        (yy)    " Qualified Products " means the products listed on Schedule 1.1(yy) .

        (zz)    " Registered Intellectual Property " means all United States, international and foreign: (i) patents, including applications therefor; (ii) registered trademarks, applications to register trademarks, including intent-to-use applications, or other registrations or applications related to trademarks; (iii) copyright registrations and applications to register copyrights; (iv) registered mask works and applications to register mask works; (v) domain name registrations; and (vi) any other Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued by, filed with, or recorded by, any private, state, government or other public or quasi-public legal authority at any time.

        (aaa)    " Representatives " means, with respect to a Person, that Person's officers, directors, employees, accountants, counsel, investment bankers, financial advisors, agents and other representatives.

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        (bbb)    " Retained Manufacturing Materials " means all materials, technical information and documentation existing as of the Closing Date that are necessary to build, manufacture, test, operate, maintain or support the Qualified Products, as the Qualified Products were manufactured on the Closing Date.

        (ccc)    " Retained Software " means the software or firmware, in source code and executable (binary) code forms that is incorporated into the Qualified Products, as the Qualified Products were distributed or otherwise made commercially available by Seller prior to the Closing Date.

        (ddd)    " Retirement Benefit Rights " means any pension, lump sum, gratuity or any right or benefit of a financial nature or value, provided or generally intended to be provided to (or in respect of) an Employee upon termination of such Employee's employment, due to resignation, dismissal, retirement or on death, and excluding payments required to be made as compensation for breach of the employment relationship by the employer. Post-retirement health benefits are deemed to be " Retirement Benefit Rights "; provided, however, that benefits provided under an arrangement the sole purpose of which is to provide benefits upon injury or death by accident occurring while an individual is a service provider to the Seller or its ERISA Affiliates are not Retirement Benefit Rights.

        (eee)    " Retirement Plan " means a written arrangement for the provision of Retirement Benefit Rights to Employees (and, if applicable, beneficiaries thereof).

        (fff)    " Seller Contract " means any Contract: (a) to which Seller or any Subsidiary of Seller is a party; (b) by which Seller or any Subsidiary of Seller or any of its assets is or may become bound or under which Seller or any Subsidiary of Seller has, or may become subject to, any obligation; or (c) under which Seller or any Subsidiary of Seller has or may acquire any right or interest.

        (ggg)    " Seller Registered Intellectual Property " shall mean all of the Business Intellectual Property that is Registered Intellectual Property.

        (hhh)    " Seller's Retained Environmental Liabilities " means any liability, obligation, judgment, penalty, fine, cost or expense, (including reasonable attorneys' fees and environmental consultant costs) of any kind or nature, or the duty to indemnify, defend or reimburse any Person with respect to: (i) the presence on or before the Closing Date of any Hazardous Material in the soil, groundwater, surface water, air or building materials of the Facility as of the Closing Date (" Pre-Existing Contamination "); (ii) the migration at any time prior to or after the Closing Date of Pre-Existing Contamination to any other real property, or the soil, groundwater, surface water, air or building materials thereof; (iii) the exposure of any Person to Pre-Existing Contamination or to Hazardous Materials in the course of or as a consequence of any activities of the Business at the Facility prior to the Closing, without regard to whether any health effect of the exposure has been manifested as of the Closing Date; (iv) the violation of any Environmental Laws by the Seller or its agents, employees, predecessors in interest, contractors, invitees or licensees prior to the Closing Date or in connection with Seller's operation of the Business prior to the Closing Date; and (v) any actions or proceedings brought or threatened by any third party with respect to any of the foregoing that existed as of the Closing Date. The foregoing notwithstanding, the Liabilities of the type described above in this paragraph shall not be considered to be Seller's Retained Environmental Liabilities to the extent that it arises from the negligence of Parent, Buyer or any of their Subsidiaries or Affiliates.

        (iii)    " Singapore Supply Agreement " means that certain Manufacturing Services and Supply Agreement dated as of January 9, 2006 between Seller and Parent.

        (jjj)    " Singapore Transaction " means the purchase and sale of certain assets of Adaptec Singapore pursuant to an Asset Purchase and Sale Agreement dated as of December 23, 2005 (the " Singapore APA ") among Adaptec Singapore, Parent and Sanmina-Singapore.

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        (kkk)    " Standard Form Agreement " means the standard form of the following Contracts currently used by Seller or any Subsidiary of Seller in connection with the Business: (i) development agreement; (ii) distributor or reseller agreement; (iii) employee agreement containing any assignment or license of Intellectual Property or Intellectual Property rights or any confidentiality provision; (iv) consulting or independent contractor agreement containing any assignment or license of Intellectual Property or Intellectual Property rights or any confidentiality provision; (v) confidentiality or nondisclosure agreement; or (vi) purchase orders and sales orders in the ordinary course of business.

        (lll)    " Subsidiary " of a Person means any corporation, partnership, joint venture, association and other entity controlled by such Person directly or indirectly through one or more intermediaries where, for purposes of this definition, "control" means ownership of outstanding stock or other voting securities of an entity possessing more than fifty percent (50%) of the voting power of all outstanding voting securities of such entity.

        (mmm)    " Transferred Trademarks and Domain Names " means the trademarks and domain names owned by Seller and used by Seller in the conduct of the Business and set forth on Schedule 1.1(mmm) .

        (nnn)    " Transferred Employee " means any Employee currently providing services to Seller who will become an employee of Buyer upon the Closing as a result of consummation of the Transactions.

        (ooo)    " Transactions " means the transactions which are the subject matter of (i) this Agreement for the sale and acquisition of the Purchased Assets and the assumption of the Assumed Liabilities of the business and (ii) the Ancillary Agreements.

        (ppp)    " Transition Services Agreement " means that certain Transition Services Agreement substantially in the form attached as Exhibit D hereto among Parent, Buyer and Seller.

ARTICLE II

PURCHASE AND SALE OF ASSETS

        2.1     Purchase and Sale of Assets.     

        (a)     Purchase and Sale.     Upon the terms and subject to the conditions set forth herein, at the Closing (as defined in Section 2.3(a) hereof), (i) Buyer and Sanmina-Singapore shall purchase from Seller and Adaptec-Singapore, and Seller and Adaptec-Singapore shall irrevocably sell, convey, transfer, assign and deliver to Buyer and Sanmina-Singapore, the Purchased Assets (as defined in Section 2.1(b) hereof), free and clear of all Liens (other than Permitted Liens). All references in this Agreement to payments or amounts of cash refer to, and are stated in, U.S. Dollars.

        (b)     Definition of Purchased Assets.     For all purposes of and under this Agreement, the term " Purchased Assets " shall mean, refer to and include, all of Seller's and Adaptec-Singapore's right, title and interest in and to all of the following tangible and intangible assets, properties and rights to the extent owned by and used for or held for use by Seller and/or Adaptec-Singapore at the Closing (but specifically excluding the Excluded Assets (as defined in Section 2.1(c) hereof)):

        (i)    the Capitalized Fixed Assets, the Expensed Fixed Assets, the Finished Goods Inventory (including the Consigned Finished Goods Inventory) and the Inventories (collectively, the " Tangible Personal Property ");

        (ii)   the Business Designs and all Business Intellectual Property associated therewith and the Business Software and all Business Intellectual Property associated therewith;

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        (iii)  all rights of Seller in, to or under (A) the leases or subleases of tangible personal property listed in Schedule 2.1(b)(iii)(A) as to which Seller is the lessor or sublessor, and (B) the leases of tangible personal property described in Schedule 2.1(b)(iii)(B) as to which a Seller is the lessee or sublessee, together with any options to purchase the underlying property (the leases and subleases described in subclauses (A) and (B) hereof, the " Personal Property Leases ");

        (iv)  all rights of Seller in, to our under the lease or leases of real property listed in Schedule 2.1(b)(iv) as to which Seller is the lessee or sublessee, excluding any right to the any return or refund of any security deposit provided to the landlord under any such Real Property Lease (the " Real Property Leases ");

        (v)   the Transferred Trademarks and Domain Names;

        (vi)  all Books and Records of Seller solely relating to the Purchased Assets or necessary for the conduct of the Business at the Closing, other than Books and Records of Seller concerning trade secrets or other confidential information of Seller, privileged information or information subject to attorney work-product protection or records and files of Employees relating to any time periods prior to the Closing or relating to any other human resource matters (the " Business Records "), subject to Seller's right to retain copies of all Business Records as provided in Section 6.4 hereof;

        (vii) all rights under the Contracts to which Seller is a party that are set forth on Schedule 2.1(b)(vii) , other than the Excluded Agreements (the " Assigned Contracts ");

        (viii) all Permits (including applications therefor) held by Seller and used the conduct of the Business and set forth on Schedule 2.1(b)(viii) , in each case to the extent transferable (the " Assigned Permits ");

        (ix)  all prepaid expenses listed in Schedule 2.1(b)(ix) (the " Prepaid Expenses "); and

        (x)   the goodwill associated exclusively with the Business.

        (c)     Definition of Excluded Assets.     Notwithstanding anything to the contrary set forth in this Section 2.1 or elsewhere in this Agreement, the term " Excluded Assets " shall mean (and the term " Purchased Assets " shall not mean, refer to or include) any assets or properties of Seller that are not expressly defined herein as " Purchased Assets ," including, but not limited to, the following, to the extent owned, used or held for use by Seller as of the Closing:

        (i)    Cash, cash equivalents, investments in cash, securities or otherwise, and all bank accounts or similar deposit accounts, and all Seller brokerage or securities accounts of any kind owned or held by Seller or any of its Subsidiaries or Affiliates;

        (ii)   all refunds of Taxes (or rights thereto) with respect to Taxes paid or accrued by Seller and not reimbursed or paid by Buyer;

        (iii)  all claims, actions, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment of any kind or nature (including any such item relating to Taxes) to the extent attributable to the Excluded Agreements, Retained Contracts, Excluded Assets or the Excluded Liabilities;

        (iv)  all rights of Seller under this Agreement and any Ancillary Agreement to which Seller is a party or under any agreement, certificate, instrument, or other document executed and delivered by Seller in connection with the Transactions or any written side agreement between Seller and Buyer entered into on or after the date hereof relating to the Transactions;

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        (v)   all Books and Records of Seller which are not Business Records, including, without limitation, those that relate to the Taxes, Excluded Agreements, Retained Contracts or Excluded Assets and all Books and Records relating to the Employees or any other employees of Seller or to any human resource matters; provided, however, that Seller agrees that, for purposes reasonably related to Buyer's conduct of the Business, Seller shall provide Buyer with copies of (at Buyer's expense), or reasonable access to, such books and records to the extent that any such books and records relate to the Business, the Purchased Assets or Assumed Liabilities and do not contain trade secrets or other confidential information of Seller, privileged information, information subject to attorney work-product protection or records and files of or relating to any employees relating to any time periods prior to the Closing or relating to any other human resource matters;

        (vi)  all accounts receivable and all notes, bonds and other evidences of Indebtedness of and rights to receive payments arising out of any sales occurring in the conduct of the Business or otherwise prior to the Closing Date, and all security agreements related thereto, including any rights with respect to any third party collection procedures or any other Actions or Proceedings which have been commenced in connection therewith;

        (vii) all insurance policies, and refunds paid or payable in connection with the cancellation or discontinuance of any such insurance policies following the Closing related to or connected with the Business or the Purchased Assets prior to the Closing Date;

        (viii) all Contracts to which any Seller is a party other than Assigned Contracts (" Retained Contracts ") and any and all rights of Seller under such Retained Contracts;

        (ix)  all Intellectual Property of Seller and its Affiliates and Subsidiaries, other than (A) the Business Intellectual Property, including the Business Intellectual Property embodied in and/or related to the Business Designs and the Business Software, and (B) the Transferred Trademarks and Domain Names;

        (x)   all tangible personal property of Seller other than the Tangible Personal Property;

        (xi)  all real property of Seller;

        (xii) all Permits of Seller other than the Assigned Permits;

        (xiii) all prepaid expenses of Seller other than the Prepaid Expenses;

        (xiv) all security deposits of Seller (including but not limited to any right to the any return or refund of any security deposit provided to the landlord under any Real Property Lease or any Personal Property Lease); and

        (xv) the assets, property and rights set forth in Schedule 2.1(c)(xv) .

        2.2     Assumption of Liabilities.     

        (a)     Assumption.     Upon the terms and subject to the conditions set forth herein, at the Closing, Buyer shall assume from Seller (and in the case of Section 2.2(b)(vi), Adaptec Singapore), and Seller shall irrevocably convey, transfer and assign to Buyer, all of the Assumed Liabilities (as defined in Section 2.2(b) hereof). Buyer shall not assume any liabilities of Seller or Adaptec Singapore pursuant hereto, other than the Assumed Liabilities. Parent hereby agrees to guarantee to Seller the Buyer's timely payment, performance and satisfaction in full of all Assumed Liabilities.

        (b)     Definition of Assumed Liabilities.     For all purposes of and under this Agreement, the term " Assumed Liabilities " shall mean, refer to and include the following liabilities of Seller (or,

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as provided in clause (vi) below, of Adaptec Singapore) (but specifically excluding the Excluded Liabilities (as defined in Section 2.2(c) hereof)):

        (i)    all Liabilities under Permits of Seller arising after the Closing Date;

        (ii)   all Liabilities related to the Purchased Assets or the operation of the Business (including, but not limited to, all Liabilities under the Personal Property Leases, the Real Property Leases and the Assigned Contracts) to the extent arising from or related to any facts or circumstances occurring after the Closing Date and including but not limited to any Liabilities arising from (A) the conduct of the Business after the Closing or (B) the manufacture, use or sale of any Qualified Product or component thereof (or any derivative or modification or modified version of any Qualified Product or component thereof) after the Closing;

        (iii)  all Liabilities relating to Transferred Employees for any action or omission of Buyer, Parent or their Affiliates (including without limitation all Employment Liabilities accruing or arising after the date of hire of such Transferred Employees by Buyer, Parent or either of their Affiliates) or other event that, in each such case, occurs after the date of hire of such Transferred Employees by Buyer, Parent or their Affiliates;

        (iv)  all Assumed Employment Liabilities;

        (v)   the obligations, duties and Liabilities of Adaptec Singapore under Section 6.3 of the Singapore APA to repurchase and pay for those "Repurchased Assets" that are related to the Business; provided, however that this clause (v) shall not affect the obligations of Adaptec Singapore or Adaptec under Section 6.3 of the Singapore APA with respect to any other business unit of Adaptec;

        (vi)  all outstanding purchase orders of the Business outstanding at the Closing Date that are listed in Schedule 2.2(b)(vii) (the " Purchase Orders "); and

        (vii) all Transfer Taxes (as defined in Section 2.6) that would be payable by Seller or Adaptec Singapore but which Buyer and Parent have agreed to pay pursuant to Section 2.6 hereof.

        (c)     Definition of Excluded Liabilities.     Notwithstanding anything to the contrary set forth in this Section 2.2 or elsewhere in this Agreement, the term " Assumed Liabilities " shall not mean, refer to or include the following (collectively, " Excluded Liabilities "):

        (i)    all Liabilities relating to any Contracts to which Seller is a party that are not assumed by Buyer (the " Excluded Agreements ");

        (ii)   any and all Liabilities or obligations of Seller arising from the breach by Seller of any term, covenant or provisions of any of the Assigned Contracts prior to the Closing Date;

        (iii)  subject to Buyer's and Parent's obligations under Section 2.6, all Liabilities for Taxes, prepaid expenses or Taxes attributable to the ownership or operation of the Purchased Assets for any taxable period (or portion of any period) ending on or prior to the Closing Date and, including, without limitation, all liabilities for Taxes attributable to the Transactions, except as provided for in Section 2.6 hereof;

        (iv)  all Liabilities to stockholders of Seller or any Affiliate of Seller in their capacity as such;

        (v)   all Liabilities of Seller under the Definitive Agreements or any other certificate, instrument or other agreement entered into in connection with the Transactions (including liabilities for Seller's breach thereof);

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        (vi)  all Employment Liabilities other than the Assumed Employment Liabilities;

        (vii) Seller's Retained Environmental Liabilities;

        (viii) all Liabilities for legal, accounting, audit and investment banking fees, brokerage commissions, and any other expenses incurred by Seller in connection with the Transactions;

        (ix)  all Liabilities for or related to Indebtedness of Seller, on its own behalf or on behalf of other Persons, to banks, financial institutions or other Persons with respect to borrowed money, and including any accrued interest payable in respect thereof;

        (x)   all Liabilities that are attributable to any of the Excluded Assets and not otherwise specified to be Assumed Liabilities hereunder;

        (xi)  all Liabilities of Seller arising on or before the Closing Date in connection with the provision of products or services to customers of the Business, including all warranty liabilities;

        (xii) all Liabilities of any Seller with respect to accounts payable, other than obligations of Seller under Assigned Contracts or the Purchase Orders;

        (xiii) all Liabilities of Seller for injury to or death of persons (including, without limitation, workers' compensation claims) or damages to or destruction of properties or assets, arising from the sale or distribution of products distributed by Seller, or business services provided by Seller, on or before the Closing Date, whether or not any such liability arises before or after the Closing Date, including, without limitation, liability for consequential and punitive damages in connection with the foregoing;

        (xiv) any and all Liabilities, commitments and obligations of Seller resulting from any litigation, claim, dispute, arbitration, investigation, other proceeding or threat thereof, and all other Liabilities, commitments and obligations of Seller or its Affiliates arising in connection with all actions, suits, claims, disputes, arbitrations, investigations, proceedings or threat thereof pending on the Closing Date or arising after the Closing with respect to events occurring before the Closing, including, without limitation, the Artesyn matter and the Fujitsu Siemens matter as described in the Seller Disclosure Letter;

        (xv) all Liabilities of Seller arising out of or in any way related to the infringement of Intellectual Property rights of third parties arising out of the conduct of the Business by the Seller before the Closing Date, including, without limitation, liabilities associated with the Crossroads matter described in the Seller Disclosure Letter and liability for trebled, consequential and punitive damages in connection with any of the foregoing; and

        (xiv) all Liabilities of Seller or Adaptec-Singapore other than Assumed Liabilities.

        2.3     Closing.     

        (a)     Closing Time.     The consummation of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities (the " Closing ") shall take place at such place as Buyer and Seller mutually agree, at 10:00 A.M. local time, on the Closing Date unless otherwise mutually agreed by Buyer and Seller. The Closing shall be deemed to be effective as of 12:01 A.M., Pacific standard time, on the Closing Date (the " Closing Time ").

        (b)     Cooperation.     As soon as practicable following the date hereof and at all times until the purchase by Buyer of all of the Purchased Assets and the assumption of the Assumed Liabilities, Buyer and Seller shall cooperate in good faith to formulate and effect a plan and closing schedule for the transfer of the Purchased Assets and the assumption of the Assumed Liabilities to or by Buyer pursuant to this Agreement.

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        (c)     Preliminary Net Asset Value Statement.     At least five (5) Business Days prior to the Closing Date, Seller shall furnish to Buyer an unaudited statement indicating the preliminary determination of the Net Asset Value as of such date (the " Preliminary Net Asset Value Statement ," and the amount of the Net Asset Value as determined and set forth in such Preliminary Net Asset Value Statement is referred to herein as the " Preliminary Net Asset Value "). Buyer shall have been given full access to the relevant records and working papers used by Seller to prepare the Preliminary Net Asset Value Statement. The Preliminary Net Asset Value Statement shall be reasonably acceptable to Buyer; provided, however, that the Preliminary Net Asset Value Statement shall be deemed to be reasonably acceptable to Buyer if prepared in accordance with normal and customary business practices for determining net book value.

        (d)     Closing Payment.     At the Closing, on the terms and subject to the conditions set forth in this Agreement, as payment for the transfer of the Purchased Assets by Seller to Buyer, Buyer shall pay to Seller, in cash, an amount equal to the sum of (i) the Preliminary Net Asset Value plus (ii) the sum of $8,450,000.00 (such payment, the " Closing Payment "). The Closing Payment shall be paid by Buyer to Seller at the Closing by wire transfer of immediately available funds in United States dollars to such account or accounts as Seller may direct by written notice delivered to Buyer by Seller at least two (2) Business Days prior to the Closing Date.

        (e)     Ancillary Agreements.     At the Closing, and simultaneously with the payment in full to Seller of the Closing Payment pursuant to Section 2.3(d), (i) Seller and Adaptec Singapore shall assign and transfer to Buyer good and valid title in and to the Purchased Assets (free and clear of all Liens, other than Permitted Liens) by delivery of (A) a General Assignment and Bill of Sale in form and substance reasonably acceptable to Buyer, Sanmina-Singapore, Adaptec-Singapore and Seller (the " General Assignment "), duly executed by Buyer and Seller; and (B) such other instruments of conveyance, assignment and transfer as Buyer and Sanmina-Singapore shall reasonably request, in form and substance reasonably acceptable to Buyer, Sanmina-Singapore, Adaptec-Singapore and Seller, as shall be effective to vest in Sanmina-Singapore good and valid title to the Business Designs, the Business Software, the Business Intellectual Property and the Tangible Personal Property, consisting of Finished Good Inventories, owned by Adaptec-Singapore, and to vest in Buyer good and valid title to all of the other Purchased Assets (the General Assignment and the other instruments being collectively referred to herein as the " Assignment Instruments "), (ii) Buyer and Seller (and where applicable, Parent and Sanmina-Singapore) shall duly execute and deliver the Buyer Supply Agreement, the License Agreement, and the Transition Services Agreement; and (iii) Buyer shall assume from Seller the due payment, performance and discharge of the Assumed Liabilities by delivery of (A) an Assumption Agreement in form and substance reasonably acceptable to Seller and Buyer (the " Assumption Agreement "), duly executed by Buyer, (B) the Lease Assumption Agreement in form and substance reasonably acceptable by Buyer and Seller and the lessor of the Facility and (C) such other instruments of assumption as Seller shall reasonably request, in form and substance reasonably acceptable to Seller and Buyer, as shall be effective to cause Buyer to assume the Assumed Liabilities as and to the extent provided in Section 2.2(b) (the Assumption Agreement, the Lease Assumption Agreement and such other instruments referred to in clause (ii)(C) being collectively referred to herein as the " Assumption Instruments "). At the Closing, there shall also be delivered to Seller and Buyer the certificates and other contracts, documents and instruments required to be delivered pursuant to Article VII hereof. As used herein, the " Ancillary Agreements " mean, collectively, the Assignment Instruments, the Buyer Supply Agreement, the License Agreement, the Transition Services Agreement and the Assumption Instruments.

        2.4     Post-Closing Purchase Price Adjustments.     

        (a)     Preparation of Closing Net Asset Value Statement.     As soon as reasonably practicable after the Closing Date (within thirty (30) days after the Closing Date if commercially reasonable, but in

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any event, no later than forty (40) days after the Closing Date), Seller shall prepare and deliver to Buyer, at Seller's expense, an unaudited statement indicating the Net Asset Value as of the Closing Date (the " Closing Net Asset Value Statement "). Buyer shall reasonably cooperate with Seller to enable the preparation of the Closing Net Asset Value Statement.

        (b)     Verification.     As soon as reasonably practicable after the Closing Date (but not later than thirty (30) days after receipt of the Closing Net Asset Value Statement), Buyer shall verify: (i) that the Tangible Personal Property stated in the Preliminary Net Asset Value Statement and the statement of the Preliminary Net Asset Value therein accurately reflect the Tangible Personal Property delivered to Buyer as part of the Purchased Assets at the Closing and (ii) that the Net Asset Value is accurately reflected on the Closing Net Asset Value Statement (the " Verification "). Seller shall reasonably cooperate with Buyer in order to enable Buyer to perform the Verification.

        (c)     Review.     Buyer shall be given full access, during regular business hours, to the relevant records and working papers used by Seller to prepare the Closing Net Asset Value Statement. If as a result of the Verification, Buyer in good faith believes that any changes are required to be made to the amount of the Closing Net Asset Value as set forth in the Closing Net Asset Value Statement (including but not limited to changes based on differences between the amount of the Closing Net Asset Value Statement and the results of the Verification) (a " Material Uncertainty "), Buyer shall, within the later of sixty-one (61) days following the Closing Date or thirty (30) days following the receipt by it of the Closing Net Asset Value Statement (the " Dispute Period "), give written notice to Seller (a " Dispute Notice ") of any such proposed change or Material Uncertainty, describing the change or Material Uncertainty and the basis for the change or Material Uncertainty in reasonable detail. The Closing Net Asset Value Statement shall be binding and conclusive upon, and deemed accepted by, Buyer unless Buyer shall have timely delivered a Dispute Notice to Seller during the Dispute Period.

        (d)     Disputes.     Disputes between Buyer and Seller relating to the Closing Net Asset Value Statement that cannot be resolved by them within thirty (30) days after receipt by Seller of a Dispute Notice in respect of the Closing Net Asset Value Statement shall be referred to an independent accounting firm reasonably agreed upon by Buyer and Seller for arbitration (the " Independent Accountant ") with respect to the Dispute Notice. The Independent Accountant will be instructed to select, in its discretion, the individuals within its organization who will have primary responsibility for this matter and to reach a determination of the Net Asset Value as of the Closing Date within forty-five (45) days from the date of referral. The Independent Accountant's determinations hereunder shall be limited to determining the Net Asset Value as of the Closing Date and the Independent Accountant will not have authority to alter or vary this Agreement. The expenses of the Independent Accountant shall be paid one-half by Seller and one-half by Parent. The Closing Net Asset Value Statement, as it may be adjusted by the Independent Accountant in accordance with this Section 2.4(d) in determining the Net Asset Value as of the Closing Date, shall be final and binding on the Parties and the statement of the Net Asset Value as of the Closing Date as determined in good faith by the Independent Accountant shall be deemed to be the Closing Net Asset Value. It is understood and agreed that the decision of the Independent Accountant shall not be subject to judicial review by any court or tribunal under any circumstances whatsoever and the Parties hereby expressly waive any right to appeal or otherwise seek judicial review of any decision of the Independent Accountant under this Section 2.4(d).

        (e)     Final Closing Net Asset Value Statement.     The Closing Net Asset Value Statement shall become final with respect to all or any portion thereof, and binding upon Buyer and Seller upon the earlier of (i) the failure by Buyer to object to all or any portion thereof by giving Seller a Dispute Notice within the Dispute Period, (ii) an agreement between Buyer and Seller with respect thereto, or (iii) the decision by the Independent Accountant with respect to any disputed matters

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pursuant to Section 2.4(d) and such Independent Accountant's determination in good faith of the Closing Net Asset Value pursuant to Section 2.4(d). The Net Asset Value as of the Closing Date, as set forth in the Closing Net Asset Value Statement, as finally determined under this Section 2.4, shall be referred to herein as the " Final Closing Net Asset Value ."

        (f)     Adjustment to the Closing Net Asset Value.     The Preliminary Net Asset Value Amount paid at the Closing shall be subject to adjustment pursuant to the following provisions of this Section 2.4(f): (i) if the Final Closing Net Asset Value is less than the Preliminary Net Asset Value, then the amount by which the Preliminary Net Asset Value exceeds the Final Closing Net Asset Value shall be payable from Seller to Buyer in cash in immediately available funds pursuant to Section 2.4(g); and (ii) if the Final Closing Net Asset Value is greater than the Preliminary Net Asset Value, then the amount by which the Final Closing Net Asset Value exceeds the Preliminary Net Asset Value shall be payable by Buyer to Seller in cash in immediately available funds pursuant to Section 2.4(g).

        (g)     Payments of Adjustment Amount.     As soon as practicable (but not more than five (5) Business Days) after all or any portion of the Closing Net Asset Value shall become final and binding pursuant to Section 2.4(e) hereof, Buyer or Seller, as the case may be, shall make the payment contemplated by Section 2.4(f) in respect of all or such portion of such Closing Net Asset Value that has become final and binding.

        2.5     Prorations.     The following prorations relating to the Purchased Assets and the ownership and conduct of the Business shall be made as of the Closing Date for any such obligations which are billed or accrue, with respect to any time period that begins prior to the Closing Date and ends after the Closing Date, with Seller liable to the extent such items relate to any such time period up to and including the Closing Time, and Buyer liable to the extent such items relate to periods beginning immediately after the Closing Time:

        (a)   municipal rates, assessments and bonds on or with respect to the Purchased Assets;

        (b)   rents, additional rents, operating expense pass throughs, and other items payable by Seller (other than taxes) under any real property leases and personal property leases; and

        (c)   the amount of rents, issues and profits from each of any Personal Property and charges for sewer, water, telephone, electricity and other utilities relating to any real property subject to any real property leases assumed by Buyer hereunder.

        Except as otherwise agreed by the parties, the net amount of all such pro rations will be settled and paid on the applicable Closing Date.

        2.6     Taxes.     

        (a)     Transfer Taxes.     Buyer and Parent shall bear, and shall indemnify and hold Seller and Adaptec-Singapore harmless from, any and all sales, use, value-added, gross receipts, excise, registration, stamp duty or other similar taxes or governmental fees arising out of the transfer of the Purchased Assets to Buyer and Sanmina-Singapore pursuant hereto (" Transfer Taxes "). To the extent permitted by applicable law, Parent, Buyer, Adaptec-Singapore and Seller shall cooperate in legitimately minimizing Transfer Taxes.

        (b)     Straddle Period Taxes.     In the case of any real or personal property taxes or any similar ad valorem taxes attributable to the Purchased Assets for which Taxes cover a period commencing before the Closing and ending thereafter (a " Straddle Period Tax "), any such Straddle Period Taxes shall be prorated between Buyer and Seller (as a group) on a per diem basis. The Party required by law to file a Tax Return with respect to Straddle Period Taxes shall do so within the time period prescribed by law.

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        (c)     Tax Returns.     To the extent relevant to the Business or the Purchased Assets, each Party shall (i) provide the other with such assistance as may reasonably be required in connection with the preparation of any Tax Return and the conduct of any audit or other examination by any Governmental Body or in connection with judicial or administrative proceedings relating to any liability for Taxes and (ii) retain and provide the other with all records or other information that may be relevant to the preparation of any Tax Returns, or the conduct of any audit or examination, or other proceeding related to Taxes.

        2.7     Exemptions.     Parent, Buyer, Seller and Adaptec-Singapore shall utilize, to the fullest extent reasonably permitted by applicable law, any and all exemptions from tax for any occasional sale or similar exemption that may apply to the Transactions to legitimately eliminate or minimize any Taxes.

        2.8     Nontransferable Assets.     

        (a)   To the extent that any Purchased Asset or Assumed Liability to be sold, conveyed, assigned, transferred, delivered or assumed to or by Buyer pursuant hereto, or any claim, right or benefit arising thereunder or resulting therefrom, is not capable of being sold, conveyed, assigned, transferred or delivered without the approval, consent or waiver of the issuer thereof or the other party thereto, or any third person (including a Governmental Body) or if such sale, conveyance, assignment, transfer or delivery or attempted sale, conveyance, assignment, transfer or delivery would constitute a breach or trigger a termination right thereof or a violation of any law, decree or Order, except as expressly otherwise provided herein, this Agreement shall not constitute a sale, conveyance, assignment, transfer or delivery thereof, or an attempted sale, conveyance, assignment, transfer or delivery thereof absent such approvals, consents or waivers. If any such approval, consent or waiver shall not be obtained, or if an attempted assignment of any such Purchased Asset or the assumption of any Assumed Liability by Buyer would be ineffective so that Buyer would not in fact receive all such Purchased Assets or assume all such Assumed Liabilities pursuant hereto, then Seller, Buyer, Parent and Adaptec-Singapore shall cooperate in a mutually agreeable arrangement and use reasonably diligent efforts to provide Buyer (to the extent permitted by applicable Law and not in breach or violation of the terms of any agreement binding on such Parties) with the benefits and assume the obligations of such Purchased Assets and Assumed Liabilities in accordance with this Agreement; provided however , that in no event shall Seller be required to (i) make a cash payment to a third party (other than as required under any agreement with such third party) or to Buyer or Parent in connection with its obligations under this Section 2.8; or (ii) sublicense or provide any software or Intellectual Property licensed or otherwise provided by a third party. Buyer and Parent agree to reasonably cooperate with Seller and Adaptec-Singapore supply relevant information to such party or parties or such third-party as contemplated by this Section 2.8.

        (b)   Notwithstanding the provisions of Section 2.8(a), with respect to the OEM Agreement between Fujitsu Siemens Computers GmbH (" Fujitsu Siemens ") and Eurologic Systems Ltd. Dated March 21, 2002 (the " FS Agreement "), the parties hereby agree that, until such time as the FS Agreement is duly and validly assigned to Parent or its Affiliates, Parent and its Affiliates will supply to Seller, pursuant to the terms and conditions of the Buyer Supply Agreement, the products set forth on Schedule A-1 of the Buyer Supply Agreement that are ordered by Fujitsu Siemens pursuant to the FS Agreement.

        (c)   Notwithstanding the provisions of Section 2.8(a), with respect to the contract between Seller and NWE Technology, Inc. dated May 10, 2004 (the " Foxconn Agreement "), the parties hereby agree that, until such time as the Foxconn Agreement is duly and validly assigned to Parent or its Affiliates, Seller and its Affiliates will, pursuant to a letter agreement to be entered into prior to the Closing, permit Parent and its Affiliates to purchase components under the Foxconn

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Agreement under the same terms and conditions, including pricing, as are available to Seller and its Affiliates under such Foxconn Agreement.

        2.9     Taking of Necessary Action; Further Action.     From time to time after the Closing Date, at the reasonable request of any Party hereto and at the expense of such Party, the Parties hereto (and, to the extent applicable, Seller and Adaptec-Singapore) shall execute and deliver such other instruments of sale, transfer, conveyance, assignment and confirmation and take such action as a Party may reasonably determine is necessary to transfer, convey and assign to Buyer, and to confirm Buyer's title to, obligation under or interest in the Purchased Assets pursuant to this Agreement or the assumption of the Assumed Liabilities, to put Buyer in actual possession and operating control of such Purchased Assets as contemplated by this Agreement and to assist Buyer in exercising all rights with respect thereto.

        2.10     Allocation of Purchase Price Consideration.     The sum of the Purchase Price and the Assumed Liabilities (except to the extent that such Assumed Liabilities are not required to be capitalized for income tax purposes) shall be allocated among the Purchased Assets and the covenant not to compete in Section 6.3 hereof as of the Closing Date in accordance with Schedule 2.10 . Any subsequent adjustments to the sum of the Purchase Price and Assumed Liabilities (except to the extent that such Assumed Liabilities are not required to be capitalized for income tax purposes) shall be reflected by Buyer in the allocation hereunder in a manner consistent with Section 1060 of the Code and the regulations thereunder. For all Tax purposes, Buyer, Seller and Adaptec-Singapore agree to report the transactions contemplated in this Agreement in a manner consistent with the terms of this Agreement, including the allocation under Schedule 2.10 , as agreed to by Buyer, Seller and Adaptec-Singapore, and that none of them will take any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation, or otherwise.

        2.11     Earn-Out Consideration.     

        (a)     Amount of Earn-Out Consideration.     Subject to the terms and conditions of this Section 2.11, Parent shall pay to Seller Earn-Out Consideration as follows: (i) an aggregate amount equal to [*] multiplied by the Business Revenue from sales to Qualified Business Customers and an aggregate amount equal to [*] multiplied by the Business Revenue from sales to Other Business Customers earned during each Measurement Period or fraction thereof until the First Earn-out Cap (as defined below) is reached; (ii) after the First Earn-out Cap is reached, an aggregate amount equal to [*] multiplied by the Business Revenue from sales to Qualified Business Customers and an aggregate amount equal to [*] multiplied by the Business Revenue from sales to Other Business Customers earned during each Measurement Period or fraction thereof until the Second Earn-out Cap (as defined below) is reached. The " First Earn-out Cap " shall be reached at such time as aggregate Earn-Out Consideration equals $[*]. The " Second Earn-out Cap " shall be reached at such time as aggregate Earn-Out Consideration equals $[*] (including the $[*] under the First Earn-out Cap). Notwithstanding the foregoing, in the event that the aggregate Earn-Out Consideration that would be payable to Seller for the First Measurement Period under the preceding provisions of this paragraph without regard to this sentence (the " Unadjusted Period 1 Earn-Out Consideration ") is less than $[*], then an amount equal to $[*] minus such Unadjusted Period 1 Earn-Out Consideration (such amount, the " Period 1 Shortfall ") shall be paid to Seller as Earn-Out Consideration in addition to the Unadjusted Period 1 Earn-Out Consideration, such that the aggregate Earn-Out Consideration for the First Measurement Period shall equal $[*]. Notwithstanding the foregoing, in the event that the aggregate Earn-Out Consideration for the Second Measurement Period that would be payable to Seller under the preceding provisions of this paragraph without regard to this sentence (the " Unadjusted Period 2 Earn-Out Consideration ") is less than $[*], then an amount equal to $[*] minus such Unadjusted Period 2 Earn-Out Consideration (such amount, the " Period 2 Shortfall ") shall be paid to Seller as Earn-Out Consideration such that the aggregate Earn-Out Consideration for the Second Measurement

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Period shall equal $[*]. In the event any Period 1 Shortfall is paid to Seller and the Unadjusted Period 2 Earn-Out Consideration for the Second Measurement Period exceeds $[*], then the Unadjusted Period 2 Earn-Out Consideration shall be reduced by an amount equal to the lesser of (i) the amount of the Period 1 Shortfall actually paid to Seller or (ii) the amount by which the Unadjusted Period 2 Earn-Out Consideration exceeds $[*]. The amount of the Earn-Out Consideration for the Third Measurement Period shall be reduced, but not below zero, by the amount of any previously unrecouped Period 1 Shortfall and any Period 2 Shortfall actually paid to Seller.

        (b)     Earn-Out Definitions.     

        (i)    " Business Revenue " means revenue recorded by Parent in accordance with U.S. generally accepted accounting principles (" GAAP ") as consistently applied by Parent in the preparation of its annual and quarterly financial statements with respect to sales of Business Products to Business Customers during a Measurement Period. For the avoidance of doubt, but subject to the provisions of this Section 2.11(b)(i), Business Revenue shall not include any revenue recorded by Parent from products or services that are not Business Products. In the event that one or more units of a Business Product is/are sold in combination (bundled) with one or more units of one or more other products or services that are not Business Products for a single price, then for purposes of this Section 2.11, the amount of revenue from such sale that shall be Business Revenue will be the product obtained by multiplying (1) the total GAAP revenue from such sale multiplied by (2) a fraction (x) whose numerator is the amount obtained by multiplying each unit of a Business Product included in such sale by Buyer's then-effective per unit list price for such Business Product and adding together each of the products resulting from such multiplication (the " Aggregate Business Products List Price ") and (y) whose denominator is the sum of (i) the Aggregate Business Products List Price plus (ii) the amount obtained by multiplying each unit of a non-Business Product included in such sale by, as applicable, Buyer's then-effective per unit list price for such non-Business Product or (if such non-Business product is not a Buyer product, the manufacturer's then-effective per unit list price for such non-Business Product) and adding together each of the products resulting from such multiplication. The following example illustrates the operation of this Section 2.11(b)(i). Assume that Buyer sells for a single price of $[*]: (i) one (1) unit of a Business Product with a then-effective per unit list price of $[*]; (ii) one (1) unit of another Business Product with a then-effective per unit list price of $[*]; and (iii) two (2) units of a product that is not a Business Product which has a then-effective per unit list price of $[*]. In this case the Business Revenue derived from such sale would be $[*], which is the amount obtained by multiplying $[*] by a fraction whose numerator is $[*] ($[*] + $[*]) and whose denominator is $[*] ($[*] + $[*] + $[*]). If Business Products are sold in combination (bundled) with other services that are not Business Products for a single price, then a similar methodology to that described in the third sentences of this subsection 2.11(b)(i) shall be used to compute the amount of revenue from such transaction that is Business Revenue. Notwithstanding the foregoing, Business Revenue shall not include revenue recorded by Parent arising from the sale of disk drives and drive carriers to Adaptec, its Affiliates or any successor to or acquirer of any business unit of Adaptec or its Affiliates.

        (ii)   " Qualified Business Customers " means the customers of the Business set forth on Schedule 2.11(b)(ii) . " Other Business Customers " shall mean customers for Business Products that are not Qualified Business Customers. " Business Customers " shall mean Qualified Business Customers and Other Business Customers, collectively.

        (iii)  " Business Products " means: (a) the Qualified Products listed on Schedule 1.1(yy) , which shall include only those types of products manufactured or sold by the Business and delivered to Business Customers prior to the Closing Date; (b) the ENZO family of products

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being transferred by Seller to Buyer pursuant to this Agreement, to the extent such products are being marketed or sold or are under development by Seller as of the Closing Date and are subsequently marketed or sold, (c) any version, release, modification or enhanced or modified version of a product described in clause (a) or clause (b) of this subsection (iii) that ships as a "general availability" product at any time on or before April 1, 2006; or (d) any new version or revision of a product described in clause (a), (b) or (c) above, provided that the product changes incorporated into such new version or revision include only minor product enhancements or revisions that do not change the function of the product (i.e. the product still provides either JBOD or RBOD functions while not incorporating significant additional new functions) and do not require significant changes to the form or design of enclosures. For purposes of clarification, significant changes to the form or design of an enclosure or significant changes in product function (e.g. incorporation of server functions into a product) shall not be deemed to be minor product enhancements or revisions that do not change the function of the product, and products undergoing such changes shall thereafter no longer be considered Business Products for purposes hereof.

        (iv)  " Measurement Period " has the meaning given to it in Section 2.11(d).

        (c)     Determination of Contingent Consideration; Dispute Resolution.     Prior to paying a payment of Earn-Out Consideration to Seller under this Section 2.11, Parent shall deliver to Seller, by no later than fifteen (15) days prior to the applicable Earn-Out Consideration Payment Date, a schedule setting forth the computation of the Earn-Out Consideration payable with respect to the Measurement Period in respect of which such payment of Earn-Out Consideration is due and a copy of the financial information used in making such computation (such schedule being hereinafter after referred to as an " Earn-Out Payment Notice ." Parent and Buyer shall provide Seller and Seller's independent accountant with reasonable access to the officers, employees, contacts, books and records of Parent and Buyer as Seller or Seller's independent accountant may reasonably request in order to verify any amounts or information set forth or required to be set forth in the Earn-Out Payment Notice. Subject to the provisions of Section 2.11(g) below, Parent's computation of any payment under this Section 2.11(c) shall be conclusive and binding upon the parties hereto unless, within sixty (60) days following Seller's receipt of the applicable Earn-Out Payment Notice, Seller give Parent a written notice (an " Earn-Out Dispute Notice ") that it disagrees with Parent's computation of the Earn-Out Consideration due to Seller as set forth in the Earn-Out Payment Notice. Such Earn-Out Dispute Notice shall include a schedule setting forth Seller's computation of the Earn-Out Consideration payable to Seller together with a copy of any information, other than that previously provided by Parent, used in making such computation. If Parent disagrees with Seller's computation contained in the Earn-Out Dispute Notice, the parties shall attempt in good faith to reach a resolution of such disagreement. If such disagreement is not resolved within thirty (30) days after delivery of Seller's Earn-Out Dispute Notice to Parent, then independent accountants agreed to by Parent and Seller shall be directed to compute the amount of the Earn-Out Consideration payable to Seller as promptly as practicable and such computation shall be binding upon the parties hereto, subject to the provisions of Section 2.11(g). The expenses of such independent accountants in connection with the calculation of the Earn-Out Consideration payable to Seller shall be borne equally by Parent and Seller (which amount to be paid by Seller shall be subtracted from the Earn-Out Consideration otherwise payable to Seller).

        (d)     Payment Schedule.     Parent will pay to Seller the Earn-Out Consideration, if any, on such date (each, an " Earn-Out Consideration Payment Date ") within thirty (30) days following the publication by Parent of Parent's results of operations for Parent's fiscal quarter ending on the ending date of each applicable " Measurement Period " as set forth below:

        (i)    The First Measurement Period will begin on the Closing Date and end on the Parent fiscal quarter end nearest December 31, 2006 (the " First Measurement Period ");

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        (ii)   The Second Measurement Period will begin on the day following the end of the First Measurement Period and end on the Parent fiscal quarter end nearest December 31, 2007 (the " Second Measurement Period "); and

        (iii)  The Third Measurement Period will begin on the day following the end of the Second Measurement Period and end on the Parent fiscal quarter end nearest December 31, 2008 (the " Third Measurement Period ").

        All payments of Earn-Out Consideration shall be paid to Seller by wire transfer of immediately available United States funds to the account set forth in Schedule 2.11(d) of this Agreement, until Seller gives written notice to Parent that payment should be made to a different account.

        (e)     Sale of the Business.     If Parent or Buyer shall (i) sell the Business or the Purchased Assets or otherwise dispose of assets and properties necessary to enable them to actively engage in the sale, marketing and distribution of Business Products or (ii) be merged or consolidated with or into another entity, then Parent and Buyer shall, as a condition of such sale, merger or consolidation, cause the purchaser or surviving entity or such surviving entity's parent entity, if applicable (the " Business Buyer ") to assume all