TRANSITION SERVICES AGREEMENT

Exhibit 2.3

TRANSITION SERVICES AGREEMENT

between

LSI LOGIC CORPORATION

and

LSI LOGIC STORAGE SYSTEMS, INC.

March 15, 2004

TABLE OF CONTENTS

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ii

TRANSITION SERVICES AGREEMENT

      This Transition Services Agreement (the “Agreement” ) is entered into as of March 15, 2004 (the “Effective Date” ), between LSI Logic Corporation, a Delaware corporation ( “LSI Logic” ), and LSI Logic Storage Systems, Inc., a Delaware corporation ( “SSI” ). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.

RECITALS

      1. LSI Logic and SSI entered into a Master Separation Agreement dated as of December 31, 2003, as may be amended from time to time (the “Separation Agreement” ) and other Ancillary Agreements to delineate and clarify their relationship and further separate the businesses conducted by LSI Logic and SSI (the “Separation” ).

      2. In connection with the Separation, the parties desire to set forth certain agreements regarding transition services between the parties.

      NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

      For the purpose of this Agreement, the following capitalized terms shall have the following meanings:

      1.1      Additional Services. “Additional Services” has the meaning set forth in Section 2.2(a) hereof.

      1.2      Agreement. “Agreement” has the meaning set forth in Section 2.1 hereof.

      1.3      Ancillary Agreements. “Ancillary Agreements” has the meaning set forth in the Separation Agreement.

      1.4      Confidential Information. “Confidential Information” has the meaning set forth in the Intellectual Property Agreement.

      1.5      Expiration Date. “Expiration Date” has the meaning set forth in the Section 3.1 hereof.

      1.6      Force Majeure. “Force Majeure” means any act of God or the public enemy, any accident, explosion, fire, storm, earthquake, flood, or any other circumstance or event beyond the reasonable control of the party relying upon such circumstance or event

      1.7      Impracticability. “Impracticability” has the meaning set forth in Section 2.4 hereof.

      1.8      Intellectual Property Agreement. “Intellectual Property Agreement” means that certain Intellectual Property Agreement between LSI Logic and SSI, dated as of December 31, 2003, as may be amended from time to time.

      1.9      LSI Logic Group. “LSI Logic Group” has the meaning set forth in the Separation Agreement.

      1.10      Master Transition Service Schedule. “Master Transition Service Schedule” has the meaning set forth in Section 2.1 hereof.

      1.11      Separation. “Separation” has the meaning set forth in the Recitals hereof.

      1.12      Separation Agreement. “Separation Agreement” has the meaning set forth in the Recitals hereof.

      1.13      Separation Date. “Separation Date” has the meaning set forth in the Separation Agreement.

      1.14      Service. “Service” has the meaning set forth in Section 2.1 hereof.

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      1.15      Source Code. “Source Code” means any human readable code, including interpreted code, of LSI Logic, listed and described in the relevant Transition Service Schedule.

      1.16      Source Code Documentation. “Source Code Documentation” means the manuals and other documentation that are reasonably necessary to use the Source Code licensed herein, including those items listed and described in the relevant Transition Service Schedule hereto.

      1.17      SSI Group. “SSI Logic Group” has the meaning set forth in the Separation Agreement.

      1.18      Subcontractor. “Subcontractor” means any individual, partnership, corporation, firm, association, unincorporated organization, joint venture, trust or other entity engaged to perform hereunder.

      1.19      Technology. “Technology” has the meaning set forth in the Intellectual Property Agreement.

ARTICLE II

SERVICES

      2.1      Services Generally; Master Transition Service Schedule. This Agreement governs the provision of transitional services to, and as requested by, SSI by LSI Logic. Each service shall be provided pursuant to, and governed by, this Agreement and as described in further detail in the schedule of services that is attached hereto and incorporated herein by reference ( “Master Transition Service Schedule” ). Each of the services described on the Master Transition Service Schedule shall be referred to herein as a “Service,” and collectively (including Additional Services) as “Services.” The parties’ respective obligations with respect to the Services set forth on the Master Transition Service Schedule shall be effective upon execution of this Agreement. This Agreement and the Master Transition Service Schedule shall be defined as the “Agreement,” and the terms of the Master Transition Service Schedule shall be incorporated herein wherever reference is made to it.

      2.2      Additional Services.

      (a) From time to time after the Effective Date and during the term of this Agreement, the parties may identify additional services that one party shall provide to the other party in accordance with the terms of this Agreement (the “Additional Services” ), and in such case, the parties shall modify the Master Transition Service Schedule to provide for such Additional Services.

      (b) Except as provided in the next sentence, LSI Logic shall be obligated to perform, at a charge determined using the principles for determining fees under Section 4.1 , any Additional Service that: (i) was provided by LSI Logic immediately prior to the Separation Date and that SSI reasonably believes was inadvertently or unintentionally omitted from the Services, or (ii) is essential to effectuate an orderly transition under the Separation Agreement. Notwithstanding the foregoing, if LSI Logic reasonably believes that the performance of Additional Services set forth in subparagraphs (i) or (ii) would significantly disrupt its operations or materially increase the scope of its responsibilities under this Agreement, LSI Logic and SSI shall negotiate in good faith to establish terms under which LSI Logic would provide such Additional Services, but LSI Logic shall not be obligated to provide such Additional Services if, following good faith negotiation, it is unable to reach agreement on such terms.

      2.3      Service Boundaries. Except as otherwise provided:

      (a) LSI Logic shall be obligated to provide the Services only to the extent and only at the locations that such Services were provided by LSI Logic to SSI immediately prior to the Effective Date;

      (b) LSI Logic shall be obligated to provide the Services only to the extent necessary to permit SSI to conduct the business of SSI substantially in the manner it was conducted prior to the Effective Date;

      (c) LSI Logic shall not be obligated to hire any additional employees or to maintain the employment of any specific employee or any specific number of employees;

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      (d) LSI Logic shall not be obligated to purchase, lease or license any additional equipment, software or other asset or to maintain any existing leases, licenses or other contracts; and

      (e) LSI Logic shall not be obligated to pay any costs related to the transfer or conversion of SSI’s data to SSI or any alternate supplier of Services.

      2.4      Impracticability. LSI Logic shall no longer be obligated to provide any Service to the extent the performance of such Service becomes or would become impracticable as a result of a cause or causes outside the control of LSI Logic (including but not limited to a Force Majeure or unfeasible technological requirements), or to the extent the performance of such Services would require LSI Logic or SSI to violate, or result in LSI Logic’s or SSI’s violation of, any applicable laws, rules or regulations or would result in LSI Logic’s or SSI’s breach of any applicable contract (any such reason not to provide Services as a result of this section shall be referred herein to as by reason of “Impracticability” ).

ARTICLE III

TERM; TERMINATION

      3.1      Term. The term of this Agreement shall commence on the Effective Date and shall remain in effect until the date on which LSI Logic ceases to own securities of SSI representing in excess of 50% of the voting power of all outstanding securities of SSI (the “Expiration Date” ), unless earlier terminated pursuant to this Article III . This Agreement may be extended by the parties in writing, either in whole or with respect to one or more of the Services. The parties shall be deemed to have extended this Agreement with respect to a specific Service if the Master Transition Service Schedule specifies a completion date for such Service beyond the aforementioned Expiration Date. The parties may agree on an earlier expiration date respecting a Service by specifying such date on the Master Transition Service Schedule for that Service. Services shall be provided up to and including the date set forth in the Master Transition Service Schedule, subject to earlier termination as provided herein.

      3.2      Termination. SSI may terminate this Agreement, either with respect to all or with respect to any one or more of the Services, for any reason or for no reason, at any time upon sixty (60) days prior written notice to LSI Logic. In addition, either party may terminate this Agreement with respect to a specific Service if the other party materially breaches a material provision with regard to that particular Service and does not cure such breach (or does not take reasonable steps required under the circumstances to cure such breach going forward) within sixty (60) days after being given notice of the breach; provided, however, that the non-terminating party may request that the parties engage in a dispute resolution negotiation as specified in Section 8.4 below prior to termination for breach.

      3.3      Survival. Those Sections of this Agreement that, by their nature, are intended to survive termination will survive in accordance with their terms. Notwithstanding the foregoing, in the event of any termination with respect to one or more, but less than all Services, this Agreement shall continue in full force and effect with respect to any Services not terminated hereby.

ARTICLE IV

COMPENSATION

      4.1      Charges for Services. SSI shall pay LSI Logic the charges, if any, set forth on the Master Transition Service Schedule