IMN TRADEMARK LICENSE AGREEMENT

Exhibit 10.3

IMN TRADEMARK LICENSE AGREEMENT

     This IMN Trademark License Agreement (this “ Agreement ”) is made as of July 31, 2007, by and between IMN Data Storage Holdings C.V., a Dutch private limited partnership (“ Licensee ”), and TDK Corporation, a Japanese corporation (“ Licensor ”).

RECITALS

      WHEREAS , the Licensor and Imation Corp. (“ Imation ”), are parties to an Acquisition Agreement, dated April 19, 2007 (the “ Acquisition Agreement ”) and a Supply Agreement, dated July 31, 2007 (the “ Supply Agreement ”);

      WHEREAS , Licensee wishes to license from Licensor the right to use the Licensed Trademarks in the Territory (as defined below) on and in connection with Licensee’s marketing, promotion, distribution and sale of the Licensed Products (as defined below) and Licensor has agreed to license to Licensee the Licensed Trademarks for such purposes, subject to the terms and conditions hereof;

      WHEREAS, Licensor and Licensee’s parent company, Imation, have entered into a similar Trademark License Agreement as of the date hereof in which Imation will license from Licensor the right to use the Licensed Trademarks in the United States on and in connection with its marketing, promotion, distribution and sale of the Licensed Products (the “ Imation Agreement ”);

      NOW, THEREFORE , in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

      1.1 Certain Definitions . Capitalized terms used in this Agreement have the meanings set forth in Exhibit B .

      1.2 Interpretation . Unless otherwise indicated to the contrary in this Agreement by the context or use thereof: (a) the words “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole and not to any particular Section, Article or paragraph hereof; (b) references in this Agreement to Sections, Articles or paragraphs refer to sections, articles or paragraphs of this Agreement; (c) headings of Sections are provided for convenience only and shall not affect the construction or interpretation of this Agreement; (d) words importing the masculine gender shall also include the feminine and neutral genders, and vice versa; (e) words importing the singular shall also include the plural, and vice versa; (f) the words

      1.3 “include”, “includes” and “including” shall be deemed to be followed in each case by the phrase “without limitation”; (g) any reference to a statute refers to the statute, any amendments or successor legislation, and all regulations promulgated under or implementing the statute, as in effect from time to time; (h) any reference to an agreement, contract or other document as of a given date means the agreement, contract or other document as amended, supplemented and modified from time to time through such date; (i) “$” and “Dollars” mean the lawful currency of the United States of America and any threshold set in Dollars herein shall be deemed to refer to the equivalent amount in any other currency, as the context may require; and (j) “or” shall include the meanings “either” or “both”.

ARTICLE II

LICENSE

      2.1 Trademark License Grant . Subject to compliance with the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-transferable, non-sublicensable (except as set forth in Section 2.5) , exclusive and restricted license in the Territory, during the terms set forth below, to use, reproduce and display the Licensed Trademarks solely for the marketing, promotion, advertisement, distribution, lease or sale of Licensed Products. For the avoidance of doubt, all references in this Agreement to Licensee’s use, reproduction or display of a Licensed Trademark shall be deemed to be restricted to the Territory. For the further avoidance of doubt, Licensor retains no right to use, reproduce or display the TDK word mark, the Diamond Design, the TDK Diamond Logo consisting of the TDK word mark and the Diamond Design, all shown on Exhibit A (individually, a “ TDK Mark ” and collectively, “ TDK Marks ”), the Licensed Trademarks, or any Trademarks that are confusingly similar to the Licensed Trademarks or any element thereof for the marketing, promotion, advertisement, distribution, lease or sale of any Licensed Product for so long as the license granted hereunder for such Licensed Product is in effect. Notwithstanding the foregoing, Licensee acknowledges that the Licensed Products do not include Medical Data Recording Media or Specific Broadcast Media and that Licensor reserves all worldwide rights to use, reproduce, and display any Trademark (including the TDK Marks) but not the Licensed Trademarks for the marketing, promotion, advertisement, distribution, lease or sale of Medical Image Data Recording Media and Specific Broadcast Media, and to grant rights to others to do the same. All rights of Licensor in and to the Licensed Trademarks not expressly granted under this Article II are reserved by Licensor. The term of license grants are as set forth below:

          (a)  Core Products; Accessory Products : The term of the license for use of the Licensed Trademarks in connection with Core Products and Accessory Products shall be for the term of this Agreement.

          (b)  Speaker Products and Headphone Products : The term of the license for use of the Licensed Trademarks in connection with Speaker Products and Headphone Products shall be ten (10) years from the Effective Date.

          (c)  RRM Products : The term of the license for use of the Licensed Trademarks in connection with any RRM Product approved pursuant to the provisions of Article IV of the Imation Agreement shall be ten (10) years from the date of Licensor’s approval

of the inclusion of such RRM Product within the scope of this Agreement as set forth in Article IV of the Imation Agreement.

      2.2 Use-Up Rights for TDK Marks . Licensee shall have the right, in the Territory, to (a) sell or otherwise dispose of any Licensed Products that bear a TDK Mark transferred as of the Effective Date in accordance with the terms of the Acquisition Agreement, and (b) use existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark, transferred as of the Effective Date in accordance with the terms of the Acquisition Agreement, in connection with such sales or other dispositions, in each case for up to one (1) year after the Effective Date, provided that Licensee shall seek to migrate all sales and use of materials to the Licensed Trademarks as promptly as reasonably practicable, consistent with business requirements, over such period.

      2.3 Product Sites; Linking Agreement . Licensee may maintain websites exclusively for the purpose of promoting Licensed Products in the Territory as set forth in this Agreement (each a “ Product Site ”).

          (a) The home page and each page of a Product Site that contains other legal notices shall contain the following statement: “The TDK LIFE ON RECORD Logo is used under a trademark license from [Licensor.] ” Each page of a Product Site shall either identify Licensee or display Licensee’s standard copyright notice in Licensee’s name. During the term of the Agreement, Licensor grants to Licensee a non-transferable, non-sublicensable (except as set forth in Section 2.5 ), worldwide, exclusive and restricted license to (i) use the Additional Licensed Domain Names (as defined in subsection (d) below) for corresponding Product Sites, and (ii) refer to the related URLs on Licensed Products and on their packaging or Promotional Material.

          (b) Licensee shall maintain each Product Site (including maintaining the servers for such sites) at its own expense. Subject to Licensor’s rights to take actions necessary to require Licensee to comply with this Agreement or the Quality Guidelines, Licensor shall not impede, deny, or otherwise restrict Licensee’s access to or ability to maintain each Product Site or corresponding email addresses. The “About Imation,” “Contact Us” or equivalent section of each Product Site shall be reasonably prominent and shall identify Licensee as the contact and shall contain the following statement: “The products described on this site are made by or on behalf of [Licensee] and use of the TDK LIFE ON RECORD Logo is pursuant to a trademark license from [Licensor] .” Licensee shall promptly notify Licensor in writing when it ceases to maintain a Product Site and Licensor shall have the right to immediately terminate Licensee’s license to use the corresponding domain name at that time.

          (c) Each Product Site shall be deemed to be “Promotional Material” for all purposes hereof, and shall be subject to the terms and conditions applicable to Promotional Material under this Agreement. Without limiting the generality of the foregoing, Licensee shall (i) not display or use a Link in a manner that causes either the Licensor or a Product Site or any portion of its content to be associated with any advertising or sponsorship not part of such Sites; (ii) not display or use a Link in a manner that could cause confusion, mistake, or deception; (iii) display disclaimers on the Product Site pursuant to the Quality Guidelines; and (iv) maintain

and enforce terms of use and other policies applicable to the Product Site that are commercially reasonable.

          (d) Licensor has agreed that Licensee may use “tdk-media.XXX” domain names listed on Exhibit H (“ Additional Licensed Domain Names ”) for Product Sites in accordance with the terms of this Agreement. Licensee shall register the Additional Licensed Domain Names in Licensor’s name and bear all expenses associated with such registrations. Licensor may, upon Licensee’s request and at Licensee’s expense, provide Licensee with support reasonably requested in registering and maintaining the Additional Licensed Domain Name. Notwithstanding the foregoing, if an applicable law or regulation of any domain name registration entity or registry (“ Domain Name Regulation ”) does not permit registration of a particular Additional Licensed Domain Name in Licensor’s name in a particular country for any reason (e.g., the Domain Name Regulation does not permit registration of more than one domain name in the name of Licensor), all rights Licensor has granted to Licensee for such Additional Licensed Domain Name shall terminate, Licensee shall not seek to register such Additional Licensed Domain Name, and Licensor shall have no other obligation as to such Additional Licensed Domain Name. Further, if a Domain Name Regulation limits in any way Licensor’s ability to register a domain name, such as a domain name having the same parent domain name (e.g., “co.jp”) or incorporating the word “TDK,” in the name of Licensor because Licensee has registered an Additional Licensed Domain Name in such country, all rights that Licensor has granted to Licensee to such Additional Licensed Domain Name in such country shall terminate and Licensee shall immediately terminate Licensee’s registration for such Additional Licensed Domain Name in such country and take any other action that Licensor shall reasonably requests in connection with Licensor’s efforts to register such domain name in such country. If any of the Additional Licensed Domain Names are registered by a third party, Licensor shall bear no obligation to take any action to protest or cancel such third party’s registration or obtain such registrations. If an Additional Licensed Domain Name or similar domain names are registered by a third party, and Licensee reasonably believes that such registration could adversely affect Licensee’s business, Licensee may request in writing that Licensor seek to cancel such registration. Licensor shall have the right in its sole discretion to determine whether to seek such cancellation. If Licensor decides to proceed with the cancellation action, Licensor shall bear the costs and expenses associated with such action. If Licensor decides not to proceed with the cancellation action, and agrees (in its sole discretion) to permit Licensee to proceed with the cancellation action, Licensee may proceed with the cancellation action. In such case, Licensee shall bear all costs and expenses associated with such action. Licensor may, upon Licensee’s request and at Licensee’s expense, provide Licensee with support reasonably requested by Licensee in such cancellation action. If a Domain Name Regulation does not permit registration of a particular Additional Licensed Domain Name or limits Licensor’s ability to register a domain name in light of a previously registered Additional Licensed Domain Name, Licensee may propose an alternative (which must begin with “tdk-media.”). Licensor shall have sole discretion to decide whether to agree to allow Licensee to register the alternative.

          (e) At Licensor’s reasonable request, the Strategic Relationship Committee shall meet and consider in good faith what action, if any, should be taken (including modifications to the Product Site) in light of the frequency and history of any third party claims against Licensor or any of its Affiliates where a basis, in whole or in part, for involving Licensor relates in any way to the Product Site or any other Promotional Material.

      2.4 Patent License . Licensor hereby grants to Licensee a royalty-free, non-transferable, nonsublicenseable (except as set forth in Section 2.5 ) non-exclusive license (not including manufacturing or have made rights) in the Territory under any patents of Licensor or its Affiliates that, as of the Effective Date, Licensor has the right to grant licenses without payments to third parties, for the marketing, distribution, or sales of Current Magnetic Tape Products and Current Optical Media Products which, in both cases, Licensor or Licensee has commercialized as of the Effective Date, provided that if Licensee or any of its Affiliates asserts a patent against Licensor or any of its Affiliates, the license shall terminate and further provided that Licensee and its Affiliates shall not sue Licensor or any of its Affiliates for damages arising before termination of the license. If the patent license terminates under this Agreement, it shall automatically terminate under the Imation Agreement.

      2.5 Sublicenses to Qualified Entities . Licensee shall have the right to grant sublicenses of its rights under Sections 2.1 , 2.3 , 2.4 and 2.12(b) only to Qualified Entities. Licensee may grant Imation Europe BV (“ BV ”) the right to grant further sublicenses to, and only to, Qualified Entities. Licensee shall not have any rights to grant any other Qualified Entities the right to grant further sublicenses. Prior to, and as a condition to the effectiveness of, any sublicense to a Qualified Entity pursuant to the preceding, the Qualified Entity shall enter into an agreement that contains, at a minimum, the provisions in the form of attached Exhibit G(I) or Exhibit G(II) as appropriate (a “ Sublicense Agreement ”), whereby the Qualified Entity (a) acknowledges receipt of a copy of this Agreement, (b) agrees to act in accordance with the terms and conditions of this Agreement, and (c) expressly confirms that Licensor is an intended third party beneficiary thereof. Licensee will promptly notify Licensor of the execution of each Sublicense Agreement (whether with Licensee or BV), and provide Licensor with a copy of such executed Sublicense Agreement. When an entity ceases to be a Qualified Entity, the sublicense rights to that entity shall immediately and automatically terminate without the further act of any party. For purposes of clarification, if BV ceases to be a Qualified Entity, any sublicense rights of BV (and any further sublicenses granted by BV) shall immediately and automatically terminate without the further act of any party.

      2.6 Restrictions . As an express condition to, and in material consideration for, the licenses granted to Licensee hereunder, Licensee expressly agrees to the following restrictions as to its use of the Licensed Trademarks:

          (a) Licensee shall not do anything inconsistent with Licensor’s ownership of the Licensed Trademarks. Without limiting the generality of the foregoing, Licensee shall not challenge the validity of any Licensed Trademark, Licensor’s ownership thereof, or the enforceability of Licensor’s rights therein.

          (b) Licensee shall not use, reproduce or display (or authorize the use, reproduction or display of) the Licensed Trademarks in any manner whatsoever other than as expressly authorized by this Agreement.

          (c) Except as expressly permitted by Section 2.2 , during the term and after any termination of this Agreement, Licensee shall not use any service mark, service name, trade name, trademark, design or logo that is confusingly similar to any Licensed Trademark or any element thereof, including any mark, word or design that incorporates the word “TDK” or the

TDK diamond logo, or any mark, word, logo or design confusingly similar thereto. Without limiting the generality of the foregoing, during the term and after any termination of this Agreement, Licensee shall not use the word “TDK” or the TDK diamond logo in any corporate name or in any domain name, other than as permitted in Section 2.3 . For the avoidance of doubt, to the extent that an element of a Licensed Trademark (but in no event a TDK Mark) is expressly disclaimed in a trademark registration (such as “mobile” in TDK MOBILE), Licensee shall not be prohibited from using such element in its own Trademarks by the terms hereof.

          (d) Except for existing inventory of Licensed Products or existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark that Licensee is permitted to use pursuant to Section 2.2 (which shall be used in the form transferred as of the Effective Date, without alteration), Licensee shall not use any of the Licensed Trademarks together, or use any Licensed Trademark in combination with any other trademark, service mark, trade name, trading style, fictitious business name, name, character, symbol, design, likeness or literary or artistic material in a manner that create a unitary or combination Trademark without the prior written consent of Licensor. Notwithstanding the foregoing, Licensee may use (i) any Licensed Trademarks together if Licensor has a general practice of using such Licensed Trademarks together and (ii) any Trademarks assigned to Licensee by Licensor pursuant to the Acquisition Agreement with the Licensed Trademarks, but not in a manner that might create a unitary or combination Trademark.

          (e) For a period that runs for one (1) year prior to the expiration of the separate licenses for the Speaker Products and Headphone Products and for each RRM Product approved pursuant to Article IV of the Imation Agreement, and for a period that runs for one (1) year prior to the termination of the Agreement for the Core Products and Accessory Products, Licensee may Display one or more Licensee Trademarks on or in connection with the Licensed Products as part of a transition plan (which, at a minimum, includes provisions regarding how the Trademarks will be used together) mutually agreed by the parties, in advance of the applicable transition period, provided that such Display shall not create a unitary or combination Trademark.

          (f) Licensee shall not register any Licensed Trademark, and Licensor shall retain the exclusive right to apply for and obtain registrations for each Licensed Trademark throughout the Territory (although Licensee may request registrations, and make registrations in Licensor’s name, under certain circumstances, as set forth in Section 2.8 ). Licensee shall not register any domain name containing the word [TDK] .

          (g) Licensee shall not assert any adverse claim against Licensor based upon Licensor’s use of any Licensed Trademark (other than a claim for breach of contract based on the exclusivity provisions of this Agreement or the non-competition provisions of the Acquisition Agreement).

      2.7 Notice . In connection with the use of the Licensed Trademarks on packaging or Promotional Material for the Licensed Products, Licensee shall include a trademark notice in a form reading: “The [TDK LIFE ON RECORD Logo] is a trademark of [Licensor], ” except that Licensee may use the typed words “TDK Logo” instead of the actual logo where the notice would be too small to show the actual logo clearly or where the notice is embedded within other

text. Further, with respect to any Licensed Product other than Core Products or Accessory Products, Licensee shall indicate when using a Licensed Trademark on packaging or Promotional Material for such product that “The [TDK LIFE ON RECORD Logo] is used under a trademark license from [Licensor], ” subject to the same exception as the previous sentence. Subject to Section 2.3 , if a Licensed Trademark is used multiple times on or in packaging or Promotional Material, the notice and statement regarding licensed use need only be used for the first prominent use of the Licensed Trademark on or in such packaging or Promotional Material. Notwithstanding anything to the contrary, the requirements of this Section 2.7 shall not apply to existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark that Licensee is permitted to use pursuant to Section 2.2 .

      2.8 Filing, Maintenance, and Renewal .

          (a)  Licensee Cooperation : Licensee agrees to reasonably cooperate with Licensor’s preparation and filing of any applications, renewals or other documentation necessary or useful to protect Licensor’s intellectual property rights in the Licensed Trademarks in the Territory.

          (b)  Licensor Filing and Maintenance : Licensor shall have the primary right to determine whether to file or maintain registrations for any Licensed Trademarks. Licensor will give Licensee reasonable notice of its intention to abandon or otherwise fail to maintain or prosecute any registered Licensed Trademarks or application therefor in any country or class applicable to a Licensed Product in the Territory and allow Licensee an opportunity to prosecute or otherwise maintain such registrations for Licensed Trademarks for Licensed Products at Licensee’s expense, but in Licensor’s name. Licensee may request that Licensor file or maintain registrations for a Licensed Trademark for a country or class applicable to a Licensed Product in the Territory, and Licensor shall either take such action at Licensee’s expense or, if Licensor does not wish to do so, permit Licensee to do so, at Licensee’s expense, but in Licensor’s name. To the extent that Licensor elects to file or maintain registrations for Licensed Trademarks that cover both Licensed Products and Licensor Products, Licensor shall take such action at Licensor’s expense. If Licensor elects not to file or maintain registrations for Licensed Trademarks that cover both Licensed Products and Licensor Products, Licensee shall be under no obligation to file or maintain the registrations for the Licensor Products.

          (c)  Licensor Obligations If Licensee Pays : To the extent that Licensor is directing the prosecution and maintenance of Licensed Trademarks but Licensee is paying the costs, Licensor either directly or through its counsel shall furnish Licensee with copies of all filings made or received in connection with such Licensed Trademarks, provided that Licensor shall consult with Licensee about and send to Licensee for approval in advance of filing any responses to substantive office actions and Licensee shall not unreasonably withhold or delay such approval. Licensor shall also arrange for all invoices related to such prosecution and maintenance to be sent directly to Licensee for payment and Licensee shall have the right in good faith to dispute such invoices and to require Licensor to pay the disputed invoice if the dispute cannot be resolved to Licensee’s reasonable satisfaction, but in any such case Licensor shall not be required to take further steps as to the application or other matters at issue pending

the satisfactory resolution of such dispute unless necessary to prevent the application or registration from lapsing.

          (d)  Licensor Obligations If Licensee Handles and Pays : To the extent that Licensee is filing or maintaining registrations for any Licensed Trademarks in Licensor’s name, Licensor agrees to reasonably cooperate with Licensee’s preparation and filing of any applications, renewals or other documentation necessary to protect Licensor’s intellectual property rights in the Licensed Trademarks and Licensee may hire counsel of Licensee’s own choosing.

          (e)  License Recordals : Should local counsel of either Party reasonably recommend that Licensee be appointed as a licensee of Licensor for the Licensed Trademarks in the Territory and (i) Licensor reasonably determines that such license should be recorded with the appropriate trademark or customs office as reasonably necessary to protect Licensor’s rights in the Licensed Trademarks, then Licensor at its expense shall prepare and file the necessary documents subject to Licensee’s approval, which shall not be unreasonably withheld or delayed or (ii) if Licensee reasonably determines that such license should be recorded with the appropriate trademark or customs office as reasonably necessary to protect Licensee’s ability to enforce its rights in the applicable Territory, Licensee at its expense shall prepare and file the necessary documents subject to Licensor’s approval, which shall not be unreasonably withheld or delayed. Licensee agrees to sign any documents reasonably necessary for Licensor to cause any recordals to be terminated as to any Licensed Products upon the expiration or termination of the license applicable to such product hereunder.

      2.9 Enforcement and Defense of Infringement Claims .

          (a)  Notification : The parties shall reasonably cooperate in providing notice to each other in writing (a “ Notice of Alleged Infringement ”) if a Party becomes aware of any use of a Licensed Trademark, or element thereof, or of any Trademark on a Licensed Product, which may be confusingly similar to any Licensed Trademark, or element thereof, by any Person in the Territory.

          (b)  Action by Licensor to Enforce : Licensor shall have the primary right, but not the obligation, to determine whether to institute and/or pursue any proceedings to enforce any rights in the Licensed Trademarks, as well as the right to select counsel. Licensee shall cooperate with Licensor in any such suit, including granting Licensor the right to bring suit in Licensee’s name with respect to such infringement (and execute any documents necessary to effectuate the same) if necessary under the applicable rules of civil procedure to effect standing, and Licensee shall be reimbursed for reasonably incurred expenses. Licensor will be solely responsible for the costs of such action and will retain all recoveries and awards necessary to reimburse Licensor for any costs and expenses and, for any recoveries and awards in excess, shall share equally any recoveries and awards with Licensee to the extent such recoveries and awards are related to Licensed Products. Notwithstanding any other provision to the contrary, in no event shall Licensee be required to satisfy or comply with any settlement or other agreement concerning its use of the Licensed Trademarks to which Licensee has not consented (such consent not to be unreasonably withheld or delayed).

          (c)  Action by Licensee to Enforce : If applicable law in any jurisdiction in the Territory requires that Licensee enforce rights in the Licensed Trademarks against alleged infringers, or Licensor declines in writing to enforce its rights in the Licensed Trademarks with respect to the alleged confusingly similar use set forth in the Notice of Alleged Infringement, Licensee shall have a right, but not an obligation, to enforce such rights with respect to Licensed Products subject to any direction that Licensor may provide. Licensor shall cooperate with Licensee in any such suit, including granting Licensee the right to bring suit in Licensor’s name or granting a limited license to a TDK Mark (solely as necessary for the specific enforcement purpose) (and execute any documents necessary to effectuate the same) if necessary under the applicable rules of civil procedure to effect standing, and Licensor shall be reimbursed for reasonably incurred expenses. Licensee will be solely responsible for the costs of such action and will retain all recoveries and awards necessary to reimburse Licensee for any costs and expenses and, for any recoveries and awards in excess, shall share equally any recoveries and awards with Licensor.

          (d)  Defense of Third Party Claims : Licensor shall have the sole right to defend the Licensed Trademarks against imitation, infringement or any claim of prior use. Licensee shall cooperate fully with Licensor, at Licensor’s reasonable request and expense, in connection with the defense of any such claim in the Territory.

          (e)  Updates and Consultation : With respect to any enforcement actions taken pursuant to this Section, the party handling such enforcement action shall provide periodic updates to and request consultation from the parties not handling the action and each party not handling the action may hire its own counsel at its expense.

      2.10 Reservation of Rights . Licensee acknowledges that, between the parties, Licensor is the sole owner of all right, title and interest in and to the Licensed Trademarks, and that Licensee has neither acquired, nor shall acquire, any right, title or interest in or to the Licensed Trademarks except the limited exclusive rights to use such Licensed Trademarks expressly granted to Licensee under this Agreement. Licensor shall retain all goodwill associated with the Licensed Trademarks. Notwithstanding any other provision hereof, nothing in this Agreement shall prohibit Licensor from marketing, distributing or selling any products on an OEM basis, provided such products do not bear any Licensed Trademark or any confusingly similar variation thereof.

      2.11 Removing Licensed Trademarks from License . At any time during the term of this Agreement, if Licensor reasonably determines that use of a Licensed Trademark hereunder in the Territory could infringe any intellectual property rights of any third party (not derived from Licensor), then Licensor shall notify Licensee. If such potential infringement could reasonably be expected to limit Licensor’s ability to Display a Licensed Trademark on Licensor Products, then Licensor shall use commercially reasonable efforts to resolve such potential infringement claim with respect to both Licensor and Licensee. If such potential infringement could not reasonably be expected to limit Licensor’s ability to Display a Licensed Trademark on Licensor Products (but could reasonably be expected to limit Licensee’s ability to Display a Licensed Trademark on Licensed Product(s)), then Licensor shall notify Licensee of such potential infringement claim and Licensee shall have the ability, but not the obligation, to seek to resolve such claim at its own expense provided that Licensee shall provide Licensor with

periodic updates and ability for consultation. If the potential infringement claim is not resolved within a reasonable time period taking into account any settlement efforts, then upon written notice to Licensee, Licensor shall have the right to remove any particular Licensed Trademark from the scope of the license granted under this Agreement, upon written notice to Licensee. For the avoidance of doubt, this Section shall not apply to infringements based on facts that existed prior to the Effective Date.

      2.12 Requests by Licensee .

          (a) If Licensee wishes to create any variations of existing Licensed Trademarks or new Trademarks that include any TDK Mark, then Licensee must seek Licensor’s written approval, which may be refused in Licensor’s sole discretion, and any such Trademarks approved by Licensor shall be deemed added to the list of Licensed Trademarks in Exhibit A and shall be subject to all the terms and conditions of this Agreement.

          (b) If Licensee wishes to use the Licensed Trademarks in connection with a co-branding program, Licensee shall first seek Licensor’s written approval, which may be granted or refused in Licensor’s sole discretion. Except for Existing Programs (as defined in subsection (b)(i) below), Licensee shall present such plan (in reasonable detail) in writing to the Licensor Relationship Manager (as defined in Section 4.1 ).

               (i) As of the Effective Date, Licensor hereby approves the Licensee’s continued participation in the co-branding of the products listed on Exhibit I (“ Existing Programs ”), solely in Japan, in the same manner that Licensor had been co-branding such products immediately prior to the Effective Date for up to two (2) years after the Effective Date, provided that Licensee shall begin using the Licensed Trademarks in place of any TDK Mark used in such co-branding programs as soon as practicable but in any event within three (3) months after the Effective Date; provided, further that – notwithstanding the foregoing clause – Licensee shall have the right to use co-branded product inventory and Promotional Material in existence on the Effective Date, as part of Existing Programs, for up to one (1) year after the Effective Date to the extent, and on the terms, permitted by Section 2.2 .

               (ii) If Licensee wishes to request additional co-branding rights (including the extension of any of the Existing Programs), Licensee shall first seek Licensor’s written approval, which may be granted or refused in Licensor’s sole discretion. Licensee’s proposed plan (provided to the Licensor Relationship Manager) shall specify (a) the proposed design image (specifying each brand to be utilized, and the form of co-brand, including spacing and other fixed attributes); (b) the applicable sales territory; (c) the retailer with which the product will be co-branded; and (d) each category of product or products. Licensee’s proposal may include multiple representations of the co-branding materials for approval. Licensee shall also provide any additional information reasonably requested by Licensor. Licensor shall seek in good faith, but without obligation, to approve or disapprove Licensee’s request within three weeks of its receipt of the completed plan. Unless Licensor otherwise states in writing, the term of any new co-branding program (or any extension of an Existing Program) shall be for a two (2) year period, starting from the date of approval.

               (iii) If Licensee wishes to make any change to an approved co-branding program (including any Existing Program), Licensee shall obtain Licensor’s prior written approval to such change, which may be granted or refused in Licensor’s sole discretion. Licensee shall provide the same or similar types of information in writing to the Licensor Relationship Manager as set forth in subsections (ii)(a) to (d). Licensor shall seek in good faith, but without obligation, to approve or disapprove Licensee’s request within three weeks of its receipt of the completed plan.

               (iv) Licensor shall have the right to terminate any co-branding program (including any Existing Program) in the event Licensee materially fails to conform to any co-branding program requirement or engages in co-branding that is inconsistent, in a material way, with the materials provided for review in connection with the approval process (or in the case of any Existing Program, the co-branded products in that program as of the Effective Date) if Licensee fails to correct any nonconformance within thirty (30) days after receiving written notice from Licensor.

      2.13 Additional Commitments of Licensee . Licensee agrees to cause each Licensed Entity, whether directly or indirectly sublicensed under Section 2.5 , to comply with all of its respective obligations under this Agreement, and any other agreement executed in connection herewith (including the applicable Sublicense Agreement or Further Sublicense Agreement), and agrees that it shall be directly liable for any act of any Licensed Entity in breach of any such obligation, including, for the avoidance of doubt any act by a Licensed Entity that, in either case, would be a breach of this Agreement if committed by Licensee. Licensor may pursue claims for any such breach against Licensee, in accordance with the terms hereof, regardless of whether such breach was committed by Licensee, or another party, and regardless of whether Licensor chooses to include any other party in the dispute resolution process applicable to the claim. In the event of any claim by Licensor, Licensee expressly waives any defense based on the absence of or failure to join any other party in the dispute resolution process or any other aspect of the claim.

      2.14 Status as wholly-owned subsidiary of Imation . Licensee represents and warrants that it is a direct or indirect wholly-owned subsidiary of Imation, and agrees that, at all times during the term of this Agreement, Licensee shall continue to be a direct or indirect wholly-owned subsidiary of Imation. If Licensee ceases to be a direct or indirect wholly-owned subsidiary of Imation, this Agreement shall immediately and automatically terminate without the further act of any party.

ARTICLE III

QUALITY CONTROL

     As an express condition to, and in material consideration for, the licenses granted to Licensee hereunder, Licensee expressly agrees to the following restrictions as to its use of the Licensed Trademarks:

      3.1 Trademark Guidelines . Licensee shall not use, reproduce or display any Licensed Trademark in any manner whatsoever other than as expressly authorized in the quality

control guidelines for the Licensed Trademarks (“ Quality Guidelines ”), including guidelines regarding how each Licensed Trademark is used, presented and displayed (“ Display ”). Notwithstanding anything to the contrary, the requirements of this Section 3.1 shall not apply to existing inventory of Licensed Products or to existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark, in each case that Licensee is permitted to use pursuant to Section 2.2 (which shall be used in the form transferred as of the Effective Date, without alteration). The Quality Guidelines shall consist of two elements: guidelines related to Display (such guidelines shall be contained in a “ Logo Manual ”) and guidelines regarding the nature and quality of products and services associated with the Licensed Trademark (such guidelines shall be contained in a “ Quality Manual ”). The initial Quality Guidelines are attached as Exhibit F . Licensee shall promptly cure any breach of the Quality Guidelines upon notice from Licensor, provided that Licensee shall have a reasonable time to comply with Updates (as defined below), including a reasonable amount of time to exhaust existing inventories of Promotional Material, packaging, and Licensed Product, except that Licensee shall not have rights to exhaust existing inventories if such inventories are in material noncompliance with the previous Quality Guidelines or if the existing Licensed Products (or use or distribution thereof) would violate any applicable law. Notwithstanding anything to the contrary in this Section 3.1 , if Licensee purchases products covered by the Supply Agreement from third parties as permitted under the terms of the Supply Agreement, Licensee shall not be in breach of provisions of the Quality Manual to the extent that such Quality Manual refers to standards or specifications that are not performance or quality-related specifications (e.g., the use of Licensor dye #25 in describing a color or other requirements for the product not tied to the performance of the product), provided that Licensee shall comply with the Logo Manual. Licensor may reasonably update such Quality Guidelines (“ Updates ”) from time to time to reflect, among other things, changes in the use, presentation and display of the Licensed Trademarks, and the highest applicable industry standards, subject to the following:

          (a)  Updates Relating to Guidelines Other Than Display: With respect to Updates relating to the nature and quality of products or services (e.g., performance requirements, defect rates, etc.) (and not, for purposes of clarification, Display), Licensor shall provide Licensee with a reasonable opportunity to review and comment on such Updates. If the parties are unable to agree on such updates, Licensor shall be permitted to finalize the Updates subject to the following:

               (i) with respect to Updates specifically applicable to Licensed Products, such Updates shall be consistent with the applicable, approved plans and quality requirements for such product; and

               (ii) with respect to other Updates, such Updates shall be consistent with principles reflected in the most recent, applicable set of Quality Guidelines, best practices in the industry, standards that Licensor applies to itself, its affiliates, and other licensees similarly situated with Licensee, to the extent any such entities are selling similar products under the Licensed Trademarks, and other principles on which the parties may agree from time to time; and

          (b)  Updates Related to Display Guidelines : With respect to Updates relating to Display, any such Updates shall be consistent with the guidelines for the relevant use,

presentation and display that Licensor applies to itself, its affiliates, and other licensees similarly situated with Licensee, under like circumstances, provided that Licensee shall not be required to implement any Updates to the requirements relating to the shape, color or dimension of a TDK Mark for the Licensed Products and their packaging and Promotional Material if Licensee believes in good faith that such changes will be detrimental to its Licensed Product sales.

      3.2 Conduct of Business . Each of the parties shall use the Licensed Trademarks in a manner that does not derogate Licensor’s rights in the Licensed Trademarks or the value of the Licensed Trademarks, and shall take no action that would interfere with, diminish or tarnish those rights or value.

      3.3 Cooperation . Licensee shall cooperate fully with Licensor in enabling Licensor to ascertain that the Licensed Products other than those existing inventories of Licensed Products that Licensee is permitted to use pursuant to Section 2.2 meet Licensor’s quality standards. Such cooperation shall include, upon request, providing Licensor promptly with data regarding communications from third parties regarding the quality of specific Licensed Products, providing Licensor with names and addresses of vendors and suppliers producing Licensed Products or components thereof to be sold under a Licensed Trademark, and providing Licensor with access to product packaging and distribution facilities for such products for reasonable inspection by Licensor.

      3.4 Cessation of Licensed Product Sales; Recall . Licensor shall have the right to request that Licensee immediately cease selling a Licensed Product, or revise or cease use of any or all Promotional Material, and Licensee shall promptly comply, upon written notice to Licensee if the condition of such Licensed Product or Promotional Material could reasonably be expected to materially and adversely affect Licensor’s business or reputation. For the avoidance of doubt, if there is a reasonable basis for believing that a product poses a danger to person or property, such product shall be considered a product that could be reasonably expected to materially and adversely affect Licensor’s business or reputation. Further, Licensor shall have the right to request a product recall if there is a reasonable basis for believing that the product or category of products poses a danger to person or property, and Licensee shall promptly comply upon written notice of such request. If Licensee wishes to resume sale of a product, Licensor shall have the right to approve such resumption.

      3.5 Samples . Licensee shall submit to Licensor upon reasonable request, specimens of uses of the Licensed Trademarks, including: (a) representative products that will bear any Licensed Trademark or be marketed, promoted, advertised, distributed or sold using any Licensed Trademark; and (b) samples of all Promotional Material. If, after review of such materials or samples, Licensor is concerned about compliance with any aspect of this Agreement, Licensee shall provide such additional materials and samples as Licensor may reasonably request. If Licensor discovers any improper use of the Licensed Trademarks in any such submission, Licensee shall remedy the improper use immediately upon written notice. Notwithstanding anything to the contrary, the requirements of this Section 3.5 shall not apply to existing inventory of Licensed Product or to existing stocks of packaging, Promotional Material, and other documents and materials that bear a TDK Mark, in each case that Licensee is permitted to use pursuant to Section 2.2 .

      3.6 Inspections . In addition to Section 3.3 , Licensee shall cooperate with Licensor to ensure that quality standards applicable to Licensed Products other than those existing inventories of Licensed Products acquired pursuant to Section 2.2 are met by permitting Licensor to inspect only those manufacturing and other facilities directly related to the manufacture of Licensed Products, upon reasonable notice and no more than once a year, and only in a manner that will not unreasonably interfere with Licensee’s business activities, provided that Licensee shall arrange for and accompany Licensor on any inspections to third-party facilities.

      3.7 Standards Compliance . If Licensee publicly states that any Licensed Product is compliant with any applicable industry standard, Licensee shall ensure that such Licensed Product is fully compliant with all mandatory requirements of such standard, except for compliance with such applicable industry standards for which Licensor is responsible under the Supply Agreement. For the avoidance of doubt, any use of a logo or trademark associated with an industry standard (e.g., the logo “DVD” or “Blu-ray”) shall be deemed a public statement that the Licensed Product is compliant with the applicable industry standard.

ARTICLE IV

GOVERNANCE

      4.1 Relationship Managers. The Relationship Managers appointed by Licensor and Imation under the Imation Agreement shall perform the same roles under this Agreement as performed under the Imation Agreement, provided that Licensor acknowledges that the Imation Relationship Manager shall seek information and consultation from Licensee prior to taking action or making recommendation under this Section 4.1 .

      4.2 Strategic Relationship Committee . The Strategic Relationship Committee shall perform the same roles under this Agreement that it performs under the Imation Agreement, including resolving disputes on an informal basis as set forth in Section 4.3 .

      4.3 Dispute Resolution. If a significant dispute under this Agreement, including as to a Material Breach, arises that the Relationship Managers cannot resolve (a “ Dispute ”), and provided that each of Licensee and Licensor have the unrestricted right and ability to participate in the process described in this Section 4.3 (and to effect a cure or take other action to which the parties might agree) without approval of any third party, including but not limited to a trustee in bankruptcy or a receiver, then the Dispute shall be resolved as follows, in order, before instituting legal proceedings.

          (a)  Strategic Relationship Committee : Either Licensee or Licensor shall first refer the Dispute to the Strategic Relationship Committee for resolution. A Dispute shall be deemed referred upon either such party providing the other party with written notice that it wishes to refer the Dispute to the Strategic Relationship Committee in accordance with Section 9.9 .

          (b)  Chief Executive Officers : If the Strategic Relationship Committee is unable to resolve the Dispute thirty (30) days after the Dispute is referred to the Strategic Relationship Committee, either Licensee or Licensor may refer the Dispute to the Chief

Executive Officers of Imation and Licensor for resolution. A Dispute shall be deemed referred upon either such party providing the other party with written notice that it wishes to refer the Dispute to the Chief Executive Officers in accordance with Section 9.9 within fifteen (15) days after the expiration of such thirty (30)-day period. If no such notice is provided, the dispute resolution process hereunder as to the Dispute in question will be deemed complete.

          (c)  Nonbinding Mediation : If Licensee or Licensor elects to refer a Dispute to the Chief Executive Officers pursuant to Section 4.3 , and the Chief Executive Officers are unable to resolve the Dispute within thirty (30) days after such election, either Licensee or Licensor may elect to refer the Dispute to nonbinding mediation conducted in the English language in New York, New York, using a neutral mediator having experience with the data storage industry and trademark licenses, in accordance with the rules of the Center for Public Resources (with costs shared equally). A Dispute shall be deemed to be so referred upon either such party providing the other party with written notice that it wishes to refer the Dispute to mediation in accordance with Section 9.9 . If no such notice is provided, the dispute resolution process hereunder as to the Dispute in question will be deemed complete. If such notice is provided, both parties shall request that the mediation be completed as promptly as practical and shall cooperate in moving the mediation process promptly forward, but the mediation shall, in any event, be deemed completed sixty (60) days after the request to refer the Dispute to mediation.

          (d)  Efforts to Cure : Each of Licensor and Licensee agrees to make (and in the case of Licensee, to cause any Licensed Entity to make) commercially reasonable efforts, during the pendency of the foregoing dispute resolution procedure, to cure the breach or otherwise address the business concerns identified by the other party, to the extent possible on commercially reasonable terms.

          (e)  Timing Issues : Either of Licensee and Licensor may commence the foregoing process as to a dispute at any time, and need not wait for the passage of any notice or cure period specified in Section 4.3 or for the occurrence of all facts otherwise required to give rise to any contractual right as to the matter in Dispute, including a right to terminate. In no event shall a party be required to engage in the dispute resolution process set forth in this Section 4.3 , or be precluded from exercising its rights by reason thereof, for more than one hundred twenty (120) days (in total) from the party’s first submission of a Dispute to the Strategic Relationship Committee under Section 4.3 , without its written consent to an extension. No dispute or disagreement relating to the same essential facts and circumstances may be referred to the dispute resolution process under this Section 4.3 more than once.

          (f)  Judicial Remedies : Nothing in this Section 4.3 shall preclude either of Licensee or Licensor from seeking interim judicial relief to prevent immediate, irreparable harm to its interests. In the event that the procedures set forth in this Section 4.3 shall have been completed without agreement being reached between the parties, either Licensee or Licensor shall be free to pursue any available judicial remedies pursuant to Section 9.7 .

ARTICLE V

EFFECTIVENESS; TERM, SUSPENSION AND TERMINATION

      5.1 Effectiveness; Term . This Agreement shall become effective immediately upon the closing of the transactions contemplated in the Acquisition Agreement, which shall be the date set forth above (the “ Effective Date ”), and shall continue in full force and effect unless and until terminated as provided in this Article V , although, for the avoidance of doubt, the term of the licenses granted hereunder for specific Licensed Products shall be as set forth in Section 2.1 .

      5.2 Suspension .

          (a)  When Suspension Applies : Licensor shall have the right to suspend the license with respect to (i) a particular type of Licensed Product (e.g., DVD, CD, Blue-ray media) throughout the Territory in the event of any Significant Breach by Licensee that affects the particular type of Licensed Product in more than one country or (ii) a Licensed Product in a discrete geographic territory (but in no event in a territory smaller than a country) in the event of a Significant Breach by Licensee of this Agreement that affects such Licensed Product only in such territory if Licensee fails to cure such Significant Breach within sixty (60) days after written notice by Licensor to Licensee. During the term of any suspension, Licensee shall not be authorized to and agrees that it shall not (and shall cause any Licensed Entity not to) use, reproduce and display the Licensed Trademarks for the marketing, promotion, advertisement, distribution, lease or sale of the affected Licensed Products in the particular territory identified in Section 5.2(a) .

          (b)  Initial Suspension Period : The initial suspension period shall begin at the end of the sixty (60)-day period and last for the shorter of (i) the date on which both parties agree in writing that the Significant Breach identified in Section 5.2(a) has been cured or (ii) one hundred twenty (120) days. If such initial suspension period ends because the parties agree that such Significant Breach has been cured, then the license for the particular Licensed Product in the particular territory identified in Section 5.2(a) shall be reinstated immediately without the need for separate notice. If such initial suspension period expires and the parties agree in writing that the Significant Breach identified in Section 5.2(a) has n