Common use of Intellectual Property Contracts Clause in Contracts

Intellectual Property Contracts. (i) The contracts, licenses, sublicenses and agreements listed on Section 3.11(a)(i) of the Company Disclosure Schedule include all material contracts, licenses and agreements pursuant to which any Person, including any Affiliate of the Company, has licensed or transferred any Intellectual Property to or from the Company related to magnetic disk technology, including the design or manufacture of any products of the Media Business. (ii) The contracts, licenses, sublicenses and agreements listed on Section 3.11(a)(ii) of the Company Disclosure Schedule include all contracts, licenses and agreements pursuant to which any Person, including any Affiliate of the Company, has licensed any Intellectual Property to the Company related to magnetic disk technology, including the design or manufacture of any products of the Media Business, which are to be assigned to the Company under the terms of this Agreement. All contracts, licenses, sublicenses and agreements listed on Section 3.11(a)(ii) of the Company Disclosure Schedule are in full force and effect. Neither the execution nor delivery of the Agreement or any of the Collateral Documents nor the consummation of the transactions contemplated hereby or thereby will violate or result in the breach, modification, cancellation, termination, or suspension of the contracts, licenses, sublicenses and agreements listed on Section 3.11(a)(ii) of the Company Disclosure Schedule. The Company is in compliance with, and has not breached any term of, the contracts, licenses and agreements listed on Section 3.11(a)(ii) of the Company Disclosure Schedule, and, to the knowledge of the Company, all other parties to the contracts, licenses, sublicenses and agreements listed on Section 3.11(a)(ii) ------------------------------------------ "[***]" INDICATES REDACTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ------------------------------------------ of the Company Disclosure Schedule are in compliance with, and have not breached any term of, such contracts, licenses, sublicenses and agreements. Following the Closing Date, Komag will be permitted to exercise all of the Company's rights under the contracts, licenses, sublicenses and agreements listed in Section 3.11(a)(ii) of the Company Disclosure Schedule without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay. (iii) Except as listed on Section 3.11(a)(iii) of the Company Disclosure Schedule, there are no contracts, licenses, sublicenses and agreements between the Company and any other Person with respect to the Media Intellectual Property, including those listed on Section 3.11(a)(ii) of the Company Disclosure Schedule, under which there is any dispute known to the Company regarding the scope of such contract, license, sublicense or agreement, or performance under such contract, license, sublicense or agreement, including with respect to any payments to be made or received by the Company thereunder.

Intellectual Property Contracts. (i) The contracts, licenses, sublicenses and agreements listed on Section 3.11(a)(iSchedule 3.5(e)(i)(A) of the Company Seller Disclosure Schedule include contains an accurate list of all material contracts, licenses and agreements Contracts to which each Seller is a party with respect to Intellectual Property licensed by such Seller to any third party (“Outbound Intellectual Property Contracts”). Schedule 3.5 (e)(i)(B) of the Seller Disclosure Schedule contains an accurate list of all Contracts pursuant to which any Person, including any Affiliate of the Company, has licensed or transferred any Intellectual Property to or from the Company related to magnetic disk technology, including the design or manufacture of any products of the Media Business. (ii) The contracts, licenses, sublicenses and agreements listed on Section 3.11(a)(ii) of the Company Disclosure Schedule include all contracts, licenses and agreements pursuant to which any Person, including any Affiliate of the Company, a third party has licensed any Intellectual Property to Sellers (“Inbound Intellectual Property Contracts”), provided that Sellers shall not be obligated to list all “shrink-wrap” or “off-the-shelf” software licenses for which the Company related license fee is less than US$10,000 in the aggregate. None of the Sellers has been subjected to magnetic disk technology, including the design or manufacture an audit of any products kind in connection with any Intellectual Property Contract, or received any notice of the Media Business, which are intent to be assigned conduct any such audit. Each Seller has delivered or made available to the Company under the terms Purchaser true, correct and complete copies of this Agreement. all Intellectual Property Contracts. (ii) All contracts, licenses, sublicenses and agreements listed on Section 3.11(a)(ii) of the Company Disclosure Schedule Intellectual Property Contracts are in full force and effect, and enforceable in accordance with their terms and conditions. Neither the execution nor delivery Each Seller is in compliance with all of the Agreement terms and conditions of the Intellectual Property Contracts and has not committed an uncured breach or violation of or is in default of any such terms or conditions of any Intellectual Property Contracts. None of the Sellers has Knowledge of any event or occurrence that reasonably would be expected to constitute such a breach, violation or default (with or without the lapse of time or giving of notice). To each Seller’s Knowledge, no other party to any of the Collateral Documents nor Intellectual Property Contracts has failed materially to perform its obligations thereunder. Except as disclosed in Schedule 3.5(e)(ii) of the Seller Disclosure Schedule, none of the Sellers has received from or provided to any Person any Intellectual Property other than pursuant to the Intellectual Property Contracts. (iii) The consummation of the transactions contemplated hereby or thereby Transactions will violate or not violate, result in the breachbreach of, give rise to any right of modification, cancellation, termination, acceleration or suspension of, or require the authorization of, exemption by or consent of any Person under, any of the contracts, licenses, sublicenses and agreements listed on Section 3.11(a)(iiIntellectual Property Contracts. Except as disclosed in Schedule 3.5(e)(iii) of the Company Disclosure Schedule. The Company is in compliance with, and has not breached any term of, the contracts, licenses and agreements listed on Section 3.11(a)(ii) of the Company Seller Disclosure Schedule, and, to the knowledge of the Company, all other parties to the contracts, licenses, sublicenses and agreements listed on Section 3.11(a)(ii) ------------------------------------------ "[***]" INDICATES REDACTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ------------------------------------------ of the Company Disclosure Schedule are in compliance with, and have not breached any term of, such contracts, licenses, sublicenses and agreements. Following immediately following the Closing Date, Komag the Purchaser and its Affiliates will be permitted to exercise all of the Company's Sellers’ rights under all Intellectual Property Contracts, to the contracts, licenses, sublicenses same extent the Sellers would have been able to had the Transactions not occurred and agreements listed in Section 3.11(a)(ii) of the Company Disclosure Schedule without the payment of being required to pay any additional amounts or consideration other than ongoing fees, royalties or payments which the Company Sellers would otherwise be required to paypay had such Transactions not occurred. (iiiiv) Except as listed on Section 3.11(a)(iii) of Neither this Agreement nor the Company Disclosure ScheduleTransactions, there are no contracts, licenses, sublicenses and agreements between including the Company and any other Person with respect assignment to the Media Purchaser of any Intellectual Property Contracts to which any Seller is a party, will result in (A) any third party being granted rights or access to, or the placement in or release from escrow, of any software source code or other Intellectual Property; (B) the Purchaser or any of its Affiliates granting to any third party any Intellectual Property rights; (C) the Purchaser or any of its Affiliates being bound by, including those listed or subject to, any non-compete or other restriction on Section 3.11(a)(ii) of the Company Disclosure Schedule, under which there is any dispute known to the Company regarding the operation or scope of such contract, license, sublicense their respective businesses; or agreement, (D) the Purchaser or performance under such contract, license, sublicense any of its Affiliates being obligated to pay any royalties or agreement, including with respect other amounts to any payments third party in excess of those which such Seller would otherwise be required to be made or received by the Company thereunderpay had such Transactions not occurred.