EPCOS Germany. EPCOS Germany will transfer to German Newco the Acquired Assets held by EPCOS Germany (other than Acquired Patents, Acquired Trademarks, Module Design IP and Module Design Assets) by way of contribution into the capital reserve of German Newco pursuant to the Contribution Agreement in substantially the form attached hereto as Exhibit C (the “EPCOS Germany Contribution Agreement”). To the extent any Business Employee employed by EPCOS Germany is not an Automatic Transferred Employee, German Newco will make an offer of employment to such Business Employee in accordance with Section 6.6.
EPCOS Germany. EPCOS Germany will transfer to Qualcomm Germany the Module Design Assets held by EPCOS Germany (which for clarity exclude the Acquired Patents and the Module Design IP) pursuant to the Module Design Transfer Agreement in substantially the form attached hereto as Exhibit G-1 (the “Germany Module Design Transfer Agreement”). (B) EPCOS Technology Wuxi. EPCOS Technology Wuxi will transfer to Qualcomm Shanghai the Module Design Assets held by EPCOS Technology Wuxi (which for clarity exclude the Acquired Patents and the Module Design IP) pursuant to the Module Design Transfer Agreement in substantially the form attached hereto as Exhibit G-2 (the “China Module Design Transfer Agreement,” and together with the Germany Module Design Transfer Agreement, the “Module Design Transfer Agreements”).
EPCOS Germany. (1) EPCOS Germany’s Module Design Employees who are Automatic Transferred Employees will transfer to Qualcomm Germany by operation of law at the JV Closing; provided that Qualcomm Germany may extend an offer to any such Module Design Employee in accordance with Section 6.6(b). Such Module Design Employees are listed on the Business Employee Schedule as Automatic Transferred Employees under “EPCOS Germany Module Design Employees
