PATENT PURCHASE AGREEMENT

1.   

Background

1.1  

Seller owns certain United States Letters Patents and/or applications for United States Letters Patents and/or related foreign patents and applications.

1.2  

Seller wishes to sell its right, title and interest in such patents and applications to Purchaser.

1.3  

Purchaser wishes to purchase such patents and applications.

2.   

Definitions

2.1  

“ Assignment Agreements ” means the agreements assigning ownership of the Patents from the inventors and/or prior owners to Seller.

2.2  

“ Entity ” means any corporation, partnership, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization, governmental entity (or any department, agency, or political subdivision thereof) or any other legal entity.

2.3  

“ Expansion and Docking Products ” means any products that connect via a bus, using the Patents, to a computing device (including but not limited to handheld, tablet, server, desk top, personal digital assistant, laptop, notebook, or any similar computing device), for the purpose of expanding or connecting the computing device to various peripherals commonly connected to computers in office or home or travel environments (including but not limited to such peripherals as display monitors, drives, storage devices, USB and 1394 ports, PCI cards, Ethernet, keyboards, mice, and the like). Typical products include docking products for portable computers and Seller’s line of expansion products (including but not limited to expansion of available input/output slots and/or drive bays in a computing system), and any derivatives, enhancements and modifications thereof, as well as any new products and related semi-conductor chips that may be implemented from time to time

2.4  

“ List of Prosecution Counsel ” means the names and addresses of prosecution counsel who prosecuted the Patents and who are currently handling the Patents.

2.5  

“ Patents ” means those patents and applications listed in Exhibit A hereto, and all reissues , reexaminations, extensions, continuations, continuations in part, continuing prosecution applications, and divisions of such patents and applications; and foreign counterparts to any of the foregoing including without limitation utility models.

2.6  

“ Person ” means any individual or Entity.

2.7  

“ Subsidiary ” means any Entity that, as of or at any time after the Effective Date, is directly or indirectly controlled by Seller, but only as long as such control exists. For purposes of this definition, “control” means: (a) in the case of incorporated Entities, ownership or control of fifty percent (50%) or more of the voting power of the stock or participating shares entitled to vote for the election of directors of such incorporated Entities; and (b) in the case of unincorporated Entities, ownership or control of fifty percent (50%) or more of the equity interest with power to direct the management and policies of such unincorporated Entities. An entity shall be deemed to be a Subsidiary under this Agreement only so long as all requisite conditions of being a Subsidiary are met.

3.   

Delivery and Payment

3.1  

Delivery . Within thirty (30) days following the Effective Date, Seller shall deliver to Purchaser’s representative at the below delivery address (or to another representative/delivery address specified by Purchaser prior to delivery) the Assignment Agreements, the List of Prosecution Counsel, and all files and original documents owned or controlled by Seller (including without limitation Letters Patents) relating to the Patents including, without limitation, all prosecution files for pending patent applications included in the Patents, and its own files relating to the issued Patents.

3.2  

Purchase Price . The purchase price for the Patents shall be Thirteen Million U.S. Dollars (US$13,000,000) (the “ Purchase Price ”).

3.3  

Closing . On or before May 16, 2005, Seller and Purchaser (or representatives designated by them) shall meet at the delivery address (or another mutually agreed location) and execute the following closing process: (i) Seller and Purchaser shall determine whether all of the items listed in Section 3.1 have been delivered and accounted for; (ii) if (i) is fully satisfied, Seller shall deliver to Purchaser an Assignment of Patent Rights, a copy of which is attached hereto as Exhibit B (the “ Assignment of Patent Rights ”), that has been fully executed and notarized by Seller; and (iii) if (i) and (ii) are fully satisfied, Purchaser shall pay the Purchase Price to Seller by wire transfer of immediately available funds. The date upon which (i), (ii) and (iii) are all fully satisfied shall be the “ Closing Date ”.

3.4  

Failure to Close . If the requirements of 3.3(a)(i), 3.3(a)(ii), and 3.3(a)(iii) are not fully satisfied on or before May 16, 2005, then: (x) Purchaser shall, and shall cause

Purchaser’s representative to, deliver to Seller all documentation, instruments and agreements previously delivered to Purchaser (or Purchaser’s representative) by Seller and/or its attorneys and agents; (y) Seller shall destroy the executed Assignment of Patent Rights; and (z) this Agreement shall terminate and Purchaser and Seller shall have no further obligations or duties hereunder.

4.   

Transfer of Patents; Grant of License

4.1  

Patent Assignment . Effective as of the Closing Date, Seller hereby sells, assigns, transfers and conveys to Purchaser all right, title and interest it has in and to the Patents and all inventions and discoveries described therein, including without limitation, all rights of Seller under the Assignment Agreements, and all rights of Seller to collect royalties under such Patents.

4.2  

Assignment of Causes of Action . Effective as of the Closing Date, Seller hereby sells, assigns, transfers and conveys to Purchaser all right, title and interest it has in and to all causes of action and enforcement rights, whether currently pending, filed, or otherwise, for the Patents and all inventions and discoveries described therein, including without limitation all rights to pursue damages, injunctive relief and other remedies for past, current and future infringement of the Patents.

4.3  

Grant of License to Seller . Effective as of the Closing Date, Purchaser hereby grants to Seller and its Subsidiaries a worldwide, non-exclusive, perpetual, non-transferable (except as provided in Section 4.4 below), non-sublicensable, and royalty-free license under the Patents to do the following: (a) make Expansion and Docking Products; (b) have a third party make Expansion and Docking Products, or subcomponents of Expansion and Docking Products, for Seller and its Subsidiaries; and (c) lease, use, market, sell, offer for sale, import and otherwise dispose of Expansion and Docking Products made by Seller, its Subsidiaries or by a third party in accordance with (a) or (b) above.

4.4  

Limitation on Transferability of Seller’s License. Seller and its Subsidiaries may assign (without any further rights to assign or transfer except as provided below) the above rights one time to an acquirer (an “ Acquiror ”) of all, or substantially all, of the Expansion and Docking Business conducted by Seller and its Subsidiaries (an “ Acquisition ”), provided that: (a) Acquiror shall not be licensed under the Patents for any product being offered or sold or planned (as evidenced in a formal product plan of some kind) by Acquiror at any time on or prior to the date of the Acquisition (“ Acquisition Date ”); and (b) Acquiror shall only be licensed under the Patents for Seller’s Expansion and Docking Products which are: (i) on the Acquisition Date being commercially offered and sold by Seller; (ii) on the Acquisition Date under development and/or being planned by Seller (as evidenced by a road map or product plan) and are released for commercial sale within twelve (12) months after the Acquisition Date; or (iii) future enhancements and/or modifications of the products set forth in (i) and (ii) above that have merely incremental differences from such products. Upon Acquiror’s written request to Purchaser prior to the Acquisition Date, Purchaser agrees that, as soon as reasonably practicable prior to the Acquisition Date, it shall enter into good faith negotiations with Acquiror intended to

result in a license under the Patents, on reasonable and non-discriminatory terms and conditions, for Acquiror’s Expansion and Docking Products not included in (b) above, provided that Purchaser shall have no obligation to continue such negotiations for more than ninety (90) days after they are initiated. In the event that Acquiror later sells all, or substantially all, of its Expansion and Docking Business then the license granted under clause (b) of this Section 4.4 to the A