Ehibit 10.12
DISC DRIVE
RESEARCH AND DEVELOPMENT
COST SHARING AGREEMENT
Effective for the period June 29, 1996 through June 27, 1997, and
subsequent fiscal years, SEAGATE TECHNOLOGY, INC., a U.S. corporation with its
principal business office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇ (hereinafter referred to as STUS), SEAGATE TECHNOLOGY INTERNATIONAL,
a Cayman Islands corporation with its registered office at ▇▇▇▇▇▇ House, South
Church Street, Georgetown, Grand Cayman, Cayman Islands, B.W.I. (hereinafter
referred to as STIC), SEAGATE TECHNOLOGY (IRELAND), a Cayman Islands corporation
with its registered office at ▇▇▇▇▇▇ House, South Church Street, Georgetown,
Grand Cayman, Cayman Islands, B.W.I.(hereinafter referred to as STIR), SEAGATE
TECHNOLOGY (CLONMEL), a Cayman Islands corporation with its registered office at
▇▇▇▇▇▇ House, South Church Street, Georgetown, Grand Cayman, Cayman Islands,
B.W.I. (hereinafter referred to as STCL), SEAGATE TECHNOLOGY INTERNATIONAL
(WUXI) CO. LTD., a China corporation with its principal business office at ▇▇▇
▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇-▇▇▇▇▇▇▇▇▇ Industrial Park, Wuxi, ▇▇▇▇▇▇▇, ▇.▇.▇.
▇▇▇▇▇▇ (hereinafter referred to as STWX), SEAGATE MICROELECTRONICS LIMITED, a
Scotland corporation with its principal business office at MacIntosh Road,
Kirkton Campus, ▇▇▇▇▇▇▇▇▇▇ EH54 7BW, Scotland (hereinafter referred to as SME),
and SEAGATE PERIPHERALS, INC., a U.S. corporation with its principal business
office at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (hereinafter
referred to as SPI) (the foregoing sometimes referred to herein individually as
a "Participant" and collectively as the "Participants") agree as follows:
WHEREAS the competition in the disc drive and disc drive components
industry continues to escalate at a rapid pace;
WHEREAS to remain competitive, the Participants must make substantial
investments each year to improve and develop (1) products, including components,
and (2) manufacturing processes;
WHEREAS the rapid pace of technological advancement in the disc drive
and disc drive components industry dictates that technological developments
generally have a useful life of three years or less;
WHEREAS the Participants agree that a joint effort is absolutely
necessary to minimize duplication of effort, reduce overall R&D costs and
expenditures, and develop new applications and businesses;
WHEREAS STUS, STIC, STIR, STCL, and STWX have entered into a Research
and Development Cost Sharing Agreement and Subgroup Cost Sharing Agreement (the
"1995 Cost Sharing Agreements") effective as of July 1, 1995 whereby each party
pooled its resources for the purpose of conducting research and development in
the field of disc drives and disc drive components, and shared the risks and
costs of such research and development activity on the
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basis of the relative benefits the parties anticipated each would receive from
the exploitation of intangible property received therefrom;
WHEREAS STUS and SME have entered into a Research and Development
Agreement effective as of July 1, 1990 (the " 1990 Research & Development
Agreement"), whereby SME agreed to perform ongoing research, development and
engineering work relating to integrated circuit semiconductor devices for disc
drive printed circuit boards and that the technology would be co-owned by STUS
and its affiliates pursuant to their cost-sharing agreement;
WHEREAS on February 2, 1996, STUS completed the acquisition of SPI and
its subsidiaries in a transaction accounted for as a pooling of interests and,
as a result thereof, the Participants desire to include SPI and certain of its
affiliates in the joint R&D effort contemplated herein;
WHEREAS the Participants have agreed to modify the 1995 Cost Sharing
Agreements and the 1990 Research & Development Agreement according to the terms
and conditions memorialized in that certain memorandum of June 28, 1996
("Memorandum") and intend that this Disc Drive Research and Development Cost
Sharing Agreement (the " Agreement") reflect the terms and conditions described
in the Memorandum;
WHEREAS STUS, STIC, STIR, STCL, STWX, and SME intend that this
Agreement shall terminate and supersede the 1995 Cost Sharing Agreements and the
1990 Research & Development Agreement; and
WHEREAS the Participants intend that each Participant will have certain
rights to use and exploit such intangible property in their respective
territories, as such territories are assigned pursuant to this Agreement, but
that legal title to such property will be held in the name of STUS solely for
purposes of protecting each Participant's intellectual property rights;
NOW, THEREFORE, IT IS HEREBY AGREED: That in view of the foregoing
objectives a cost sharing agreement among the Participants is necessary and, in
accord with certain legal and tax requirements, shall be entered into under the
regulations promulgated under Section 482 of the Internal Revenue Code of the
USA with terms and conditions as follows:
SECTION I - DESCRIPTION OF R&D
1.1 The term "R&D" shall include all research and development activities
performed by the Participants after the effective date of this
Agreement concerning disc drives and components and their manufacture,
including but not limited to (i) basic research, (ii) product-specific
and component-specific development, (iii) creation of improvements,
adaptations, or other modifications to existing products and
components, and (iv) design or improvement of manufacturing processes
and process technology, but shall exclude all research and development
activity concerning software designed and manufactured for sale to
third parties by Seagate Software, Inc. and its affiliates and all
research and development activities in the area of tape drives and tape
drive manufacturing.
1.2 R&D shall include all R&D relating to Developed Intangible Property.
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1.3 R&D shall include any acquisition of Developed Intangible Property by
purchase, license, services agreement, or otherwise. In that case, the
amount paid to acquire the Developed Intangible Property will be
treated as R&D Expenditures of the party incurring the expense in the
accounting period in which the expense is paid.
1.4 R&D may be performed at any Participant location.
1.5 The Participants shall each year identify those costs and expenditures
relating to R&D as defined in this Section I in accordance with the
definition of R&D Expenditures set forth in subparagraph 2.2(A) below.
In making such identification the Participants shall review R&D,
engineering, quality control and any other relevant departments to
identify the pool of R&D costs to be shared without regard to the
potential success or failure of such R&D.
SECTION II - COST SHARING
2.1 The Participants have determined that the relative amounts of their
Adjusted Income Before Tax, as determined under subparagraph 2.2(F)
below, is the most reliable basis upon which to measure each
Participant's anticipated benefits to be derived from the Developed
Intangible Property.
2.2 DEFINITIONS
(A) "R&D Expenditures" shall mean costs associated with R&D
activities as defined in Section I above including, but not
limited to, the following costs incurred by a Participant
pursuant to this Agreement:
(i) Direct costs as determined under U.S. generally accepted
accounting principles ("GAAP");
(ii) Indirect costs incurred by supporting cost centers
properly allocable to the R&D activities;
(iii) Amounts properly chargeable to a Participant by a Related
Party in connection with the R&D activities;
(iv) Amounts paid by any Participant for the acquisition, by
purchase, license, development, services agreement, or
otherwise, of Developed Intangible Property.
(B) "Related Party" shall mean any legal entity owned or controlled,
directly or indirectly, by, or under common control with the
Participants. For purposes of this Agreement, control shall mean
the ownership of more than fifty percent (50%) of the voting
interests in any legal entity.
(C) "Participant Specific R&D Expenditures" shall mean R&D
Expenditures with respect to any development specifically
identified in writing prior to the period in which such R&D
Expenditures are incurred and determined to have potential
benefits solely for one Participant.
(D) "Allocable R&D Expenditures" shall mean the total R&D
Expenditures of all Participants less the sum of any Participant
Specific R&D Expenditures and each Participant's Minimum Payment.
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(E) "Cost Share" of a Participant shall mean the sum of (i) the
Participant's Participant Specific R&D Expenditures, (ii) the
Participant's Minimum Payment, and (iii) the portion of the
Allocable R&D Expenditures allocated to the Participant under
paragraph 2.3 below.
(F) "Adjusted Income Before Tax" shall mean income before taxes
calculated according to GAAP, but without regard to the following
items:
(i) R&D Expenditures,
(ii) Royalties or other consideration received for the transfer
to a Related Party of any Developed Intangible Property,
(iii) Restructuring costs as defined by GAAP,
(iv) Interest income and interest expense, whether or not
identified as such for financial accounting purposes,
(v) Extraordinary income and expense items as defined by GAAP,
and
(vi) Amortization of research and development costs as defined
by GAAP.
(G) "Base Period Income" of a Participant shall mean the sum of such
Participant's Adjusted Income Before Tax for the three prior
fiscal years. If any Participant experiences annual losses during
any or all of the first three years of its operations, such loss
years will be disregarded for purposes of determining such
Participant's Base Period Income.
(H) "Cost Share Ratio" of a Participant shall mean, with respect only
to Participants having a positive Base Period Income, such
Participant's Base Period Income over the sum of the Base Period
Incomes of all Participants having positive Base Period Incomes.
Cost Share Ratios shall be redetermined each fiscal year.
(I) "Minimum Payment" shall mean the sum of U.S. $1,000,000.00.
(J) "Developed Intangible Property" shall mean intangible property as
described in paragraph 3.1 below.
2.3 ALLOCATION OF R&D EXPENDITURES
(A) Except as otherwise provided in this subparagraph (A), each
Participant shall be required annually to pay the Minimum
Payment. For the first year in which a company becomes a
Participant under this Agreement, unless special circumstances
indicate otherwise, the Minimum Payment shall be prorated
according to the number of days in the fiscal year that the
company is a Participant. Likewise, for the year in which a
Participant ceases to be a Participant under this Agreement prior
to the end of a fiscal year, unless special circumstances
indicate otherwise, the Minimum Payment shall be prorated
according to the number of days in the fiscal year that the
Participant was a Participant.
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(B) In addition to the Minimum Payment specified in subparagraph (A)
above, each Participant shall be required annually to pay the
Participant Specific R&D Expenditures reasonably allocated to it.
(C) In addition to the amounts specified in subparagraphs (A) and (B)
above, each Participant shall be required annually to pay the
amount determined by multiplying such Participant's Cost Share
Ratio times the Allocable R&D Expenditures. In connection with
determining the amounts payable under this subparagraph (C), each
year STUS shall calculate such amounts in the manner described
below and report them to each Participant:
(i) Calculate the total R&D Expenditures of all Participants.
(ii) Deduct the Minimum Payment of each Participant from the
total R&D Expenditures under clause (i) above.
(iii) Deduct the Participant Specific R&D Expenditures of each
Participant from the total R&D Expenditures under clause
(i) above.
(iv) The sum of clauses (i), (ii) and (iii) represents the
Allocable R&D Expenditures.
(v) Calculate a Cost Share Ratio for the Participants with
positive Base Period Incomes.
(vi) Multiply each Participant's Cost Share Ratio by the
Allocable R&D Expenditures.
2.4 If it is determined that the identification of R&D Expenditures under
Section I above or of the Participants' respective Cost Shares was
incorrect due to the presence of mechanical or mathematical errors or
the development of new data which, when used, changes the results of
such identifications, STUS shall make adjustments as necessary to
correct the errors in the next periodic calculation and allocation of
R&D Expenditures following confirmation of the discrepancy.
2.5 Until the Participants agree to modify the methodology used for
determining each Participant's Cost Share, such methodology shall
remain in effect.
SECTION III - PROPERTY RIGHTS OF PARTICIPANTS TO INTANGIBLES
3.1 IN GENERAL
While the Participants recognize that R&D Expenditures will not always
result in marketable products, including components, or usable process
technology, the rights to the following intangible property:
(A) Patents, formulas, designs, drawings, patterns, processes,
inventions, know-how relating to manufacturing and processing or
similar property; or
(B) Trade names, trademarks, copyrights, photographs, sales aids or
similar property,
developed or acquired by one or more Participants pursuant to this
Agreement shall be used as defined in paragraphs 3.2 and 3.3
below.
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3.2 GEOGRAPHICAL RIGHTS - MANUFACTURE AND USE
Except to the extent that STUS and STIC have agreed in this Agreement
to grant part of their rights in the Developed Intangible Property to
certain Related Parties, STUS and STIC shall have exclusive rights
within their respective territories in such Developed Intangible
Property as set forth in subparagraphs (A) and (B) below.
(A) STUS has the exclusive "right to manufacture" any product,
including components, developed under this Agreement and the
exclusive "right to use" any intangible property described in
subparagraph 3.1 (A) above in its geographical area of influence,
i.e., the United States of America.
(B) STIC has the exclusive "right to manufacture" any product,
including components, developed under this Agreement and the
exclusive "right to use" any intangible property described in
subparagraph 3.1(A) above in its geographical area of influence,
i.e., Southeast Asia, the Indian Subcontinent and the China
Basin, including Australia and New Zealand.
(C) STUS and STIC have the nonexclusive "right to manufacture" any
product, including components, developed under this Agreement and
the nonexclusive "right to use" any intangible property described
in paragraph 3.1(A) above in areas other than those described in
subparagraphs 3.2(A) and 3.2(B).
(D) SPI has the nonexclusive "right to manufacture" any product,
including components, developed under this Agreement and the
nonexclusive "right to use" any intangible property described in
subparagraph 3.1(A) above everywhere except those areas described
in subparagraph 3.2(B).
(E) STIR has the nonexclusive "right to manufacture" any product,
including components, developed under this Agreement and the
nonexclusive "right to use" any intangible property described in
subparagraph 3.1(A) above in the United Kingdom.
(F) STCL has the nonexclusive "right to manufacture" any product,
including components, developed under this Agreement and the
nonexclusive "right to use" any intangible property described in
subparagraph 3.1 (A) above in Ireland.
(G) STWX has the nonexclusive "right to manufacture" any product,
including components, developed under this Agreement and the
nonexclusive "right to use" any intangible property described in
subparagraph 3.1 (A) above in China.
(H) SME has the nonexclusive "right to manufacture" any product,
including components, developed under this Agreement and the
nonexclusive "right to use" any intangible property described in
subparagraph 3.1(A) above in the United Kingdom.
3.3 GEOGRAPHICAL RIGHTS - SALES AND MARKETING
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(A) The Participants shall have the "right to sell and market" all
products, including components, manufactured by each Participant
under paragraph 3.2 above and the "right to use" the intangible
property described in subparagraph 3.1(B) above worldwide without
restriction or limitation.
(B) The "right to sell and market" includes the right to sell to
controlled, affiliated or related entities worldwide without
restriction or limitation.
3.4 MANUFACTURING OR PURCHASE OF COMPONENTS
Notwithstanding anything to the contrary in this Section III, each
Participant shall have the perpetual and nonexclusive right to contract
for the manufacture or purchase of any component parts of disc drives
or of other computer peripheral equipment in any jurisdiction.
3.5 INTANGIBLE PROPERTY ACQUIRED PRIOR TO THE EFFECTIVE DATE OF THIS
AGREEMENT
To the extent that a Participant is permitted to use intangible
property similar to that described in paragraph 3.1 above that was
developed prior to the time the Participant acquired rights to such
intangible property through participation in this or any other
agreement, the Participant's right to use such property shall be dealt
with in a separate agreement that may involve a license, a capital
contribution or any other appropriate transfer device.
3.6 TRANSFERS TO RELATED PARTIES
(A) Any Participant may, without the consent of any other
Participant, transfer all or any portion of its rights and
interests as described in paragraphs 3.2 and 3.3 above to one or
more Related Parties by license, contribution to capital, or
other appropriate transfer device. Specifically, the Participants
acknowledge that STIC's Cost Share will be calculated with
reference to the rights for Malaysia and Thailand, and that STIC
intends to make such rights available to its subsidiaries: Penang
Seagate Industries (M) Sdn. Bhd., Perai Seagate Storage Products
Sdn. Bhd., and Seagate Technology (Thailand) Limited (hereinafter
collectively referred to as the "Subsidiaries"). STIC intends to
seek compensation for the applicable payments of Cost Share
relating to the rights made available to the Subsidiaries, and it
is understood that such compensation may be made through cash
payment or the issuance of shares to STIC, or through any other
appropriate means. Accordingly, STIC will treat payments of Cost
Share relating to such Malaysian and Thailand rights as neither
an expense nor a reduction in its earnings and profits. The
Minimum Payments and Base Period Incomes otherwise attributable
to the Subsidiaries will be included with the Minimum Payment and
Base Period Income of STIC for purposes of determining STIC's
Cost Share.
(B) Notwithstanding any other provisions of this paragraph 3.6, STUS
may, from time to time and by agreement with STIC and the
Subsidiaries, receive cash payments
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directly or indirectly from the Subsidiaries with respect to the
portion of the Cost Share payable by STIC relating to rights in
Malaysia and Thailand.
3.7 RIGHTS TO MODIFY OR ADAPT
All Participants shall have the right to modify, translate, localize,
improve, and adapt the Developed Intangible Property pursuant to this
Agreement.
3.8 LEGAL TITLE TO PROPERTY
Notwithstanding anything in this Agreement to the contrary, the
Participants agree that legal title to the Developed Intangible
Property should rest with one Participant solely in order to most
effectively protect the Developed Intangible Property by making it
easier to prosecute claims against infringers, and agree that STUS
shall remain the sole owner of the legal title to the Developed
Intangible Property.
3.9 LICENSE OF DEVELOPED INTANGIBLE PROPERTY
Notwithstanding the allocation of rights in this Section III, subject
to the consent of all the Participants, STUS shall have the sole right
to license Developed Intangible Property to any person not a Related
Party. Any such license shall grant nonexclusive rights only. Such
amounts received by STUS shall reduce the Allocable R&D Expenditures
for the fiscal year in which such amounts are accrued.
3.10 DISCLOSURE
(A) The Participants are not to disclose any proprietary information
to third parties, other than to Related Parties, without the
written consent of STUS and STIC. Pursuant to this Section III,
the Participants agree that no written consent is required for a
contribution or assignment of rights to a Related Party, or any
license to, contract manufacturing relationship with, or similar
transaction with a Related Party. A Participant's nondisclosure
obligation under this paragraph 3.10 shall not apply if, and to
the extent that, such information (i) passes into the public
domain through no fault of the Participant; (ii) is disclosed to
the Participant by a third party that is under no obligation of
nondisclosure to the Participant; or (iii) is required to be
disclosed under the laws, regulations or orders of the United
States or any other country.
(B) During the term of this Agreement, the Participants agree to and
shall make available to each other all Developed Intangible
Property for the purpose of enabling each of the other
Participants to undertake and continue their respective
participation in this Agreement and to manufacture and market
products. Developed Intangible Property may be furnished in
documentary and/or consultative form at such time and in such
manner as may be mutually convenient to the Participants hereto.
(C) Making available Developed Intangible Property under this
paragraph 3.10 shall not constitute any release or waiver of
rights of a Participant in its Developed
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Intangible Property. To the extent required or appropriate to
establish ownership of Developed Intangible Property in
accordance with paragraphs 3.1 through 3.9 above, documents and
instruments of conveyance respecting such Developed Intangible
Property shall be executed and exchanged among the Participants.
The absence of a written document shall not limit the rights of
the Participants to such Developed Intangible Property.
(D) The Participants shall take reasonable precautions to maintain
the secret and confidential nature of any Developed Intangible
Property made available to each of them hereunder, including the
maintenance of agreements executed by their employees to whom
disclosure thereof may be made containing appropriate
undertakings to maintain the confidential and proprietary nature
thereof, as may be necessary or appropriate to protect the rights
and interest of the Participants in such Developed Intangible
Property. This subparagraph 3. 10(D) shall survive termination of
this Agreement, regardless of the reason for such termination.
(E) The provisions of this paragraph 3.10 shall not imply or be
construed as limiting the rights of any Participant in and to
intangible property which has been developed or acquired by such
Participant prior to the effective date of this Agreement.
3.11 ADDITIONAL PARTICIPANTS
(A) The Participants agree that other parties can be admitted and
participate in this Agreement under the terms and conditions
hereof.
(B) Any such additional Participant shall only receive rights,
however described by separate agreement or modification to this
Agreement, to use Developed Intangible Property that is developed
after the date on which such additional Participant is admitted.
SECTION IV - PAYMENT
4.1 Each Participant having a positive Base Period Income shall accrue an
estimated monthly Cost Share amount determined by multiplying such
Participant's Cost Share Ratio times the R&D Expenditures for the prior
fiscal year, and dividing by twelve. Each Participant having a negative
Base Period Income shall accrue a monthly Cost Share amount equal to
one-twelfth of the Minimum Payment. Such monthly Cost Share amounts
shall be paid, in U.S. dollars, debt instrument, property, or other
valuable consideration within 90 days after month end, but subject to
the terms of paragraphs 4.2 through 4.9 below.
4.2 The amount payable by each Participant under paragraph 4.1 above shall
be net of such Participant's actual R&D Expenditures, if any, incurred
during such month. Any R&D Expenditures incurred by the Subsidiaries
shall be combined with STIC's R&D Expenditures for purposes of the
netting required under this paragraph 4.2.
4.3 If any Participant is required to make a net payment under paragraph
4.2 above, and if not prohibited under local law or the business
practices of such Participant, such net payment
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can be offset or netted against other amounts owed to such Participant
by the recipient of such payment.
4.4 If any Participant is a net payor under paragraph 4.2 above, and if it
is deemed appropriate under the circumstances, payment can be made in
the form of an adjustment to the transfer price of products or service
charges between any appropriate Related Party.
4.5 If any Participant is a net payor under paragraph 4.2 above, payment,
in fact or in kind, must be made during the timeframes required by
Section 482 or 956 of the Internal Revenue Code of the USA, as
applicable. The Participants agree to hold STUS harmless with respect
to imputed interest income under Section 482 in the event of
noncompliance with this paragraph 4.5.
4.6 If any Participant is a net payor under paragraph 4.2 above, and if it
is deemed appropriate under the circumstances, payment for R&D
Expenditures can be in the form of a dividend. For U.S. tax purposes,
such a designation is consistent with the payment concepts contained in
closing agreements under Revenue Procedure 65-17 and Section 482 of the
Internal Revenue Code of the USA.
4.7 If the relevant government authority or authorities subsequently
determine that any Participant did not pay an appropriate Cost Share in
a year for the benefits received under this Agreement, the Participants
agree that:
(A) If in that year any dividends were paid by such Participant, all
or part of such dividend shall be treated as a payment of such
Participant's revised obligation in recognition of the fact that,
if the revised obligation under this Agreement had been known in
that year, such obligation would have been paid prior to such
dividend, and
(B) If after taking into account such dividend, it is finally
determined that a Participant still has not satisfied its revised
obligations, such Participant, if able to do so, shall pay the
difference plus interest.
4.8 During the last quarter of each fiscal year , to the extent such
information is available, STUS shall calculate each Participant's Cost
Share amount based on the actual R&D Expenditures incurred during such
fiscal year . Such amount shall be subtracted from the total estimated
Cost Share accrued by the Participant under paragraph 4.1 above and any
difference shall be booked as an adjustment in the current period. Any
such adjustment shall be subject to the payment terms specified in
paragraph 4.1 above. During the first quarter of each fiscal year, STUS
shall calculate each Participant's final Cost Share amount for the
preceding fiscal year, and any necessary adjustments shall be booked in
the current period.
4.9 Any amount in dispute shall be resolved by agreement of all the
Participants, or, if necessary, submitted to arbitration.
SECTION V - MODIFICATION
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5.1 The Participants agree to modify this Agreement as necessary to take
into account changes in economic conditions, business operations and
practices of the Participants, and the ongoing development of
intangibles, or as necessary to conform the Agreement to the tax laws
applicable to the Participants. The Agreement may not be altered or
amended except by a written instrument signed by the authorized
corporate officers of the Participants. Any oral modification or change
in the terms and conditions contained herein shall have no effect.
SECTION VI - TERMINATION, BREACH, FORCE MAJEURE
6.1 The Participants may, at any time, mutually agree to terminate this
Agreement, such termination to be effective at such time as they deem
appropriate.
6.2 This Agreement can be terminated by any Participant by giving 60 days
notice prior to the commencement of any fiscal year or if a substantive
change in the law occurs in any jurisdiction in which the Participants
are engaged in a substantial business activity that makes it
impractical to continue the business or imposes restrictions or
requirements that have an adverse effect on the business.
6.3 Failure to perform any of the terms and conditions herein shall be
deemed a material breach and the aggrieved Participant may terminate
all or part of the Agreement by giving 60 days notice; provided,
however, that a Participant can prevent termination if it can cure or
correct any alleged breach during the 60 day period. The 60 day period
shall commence on the date the breach is communicated to the offending
Participant. Termination of this Agreement shall not prejudice any
claim for damages or relieve any Participant from making payments due
or owing.
6.4 If any of the Participants hereto shall be prevented or delayed from
performing any of the obligations herein by reason of strike, threat of
imminent strike, fire, flood or other act of nature, war (declared or
undeclared) or insurrection or mob violence, regulation (formal or
informal) of any government or regulatory body, or the failure of any
governmental authority to issue any permit, license or like
authorization within a reasonable time after application therefor, then
and only in such event, such failure to perform shall not be deemed a
breach of this Agreement; provided that the Participant so delayed
shall give notice in writing to the other Participant setting out the
particulars of the cause thereof and the date upon which the same
arose, and shall give like notice following the date upon which such
cause ceased to exist. The Participants also agree to use reasonable
diligence to remove any cause that interfered with the performance of
the terms and conditions of this Agreement.
6.5 Any termination as described in paragraphs 6.2, 6.3 or 6.4 above will
be a termination only with respect to the terminating Participant.
6.6 In the event that this Agreement is terminated with respect to a
Participant, such Participant will retain all rights and interests in
the property described in paragraph 3.2 above that had been obtained up
to the date of such termination. Such Participant will still
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be bound by the terms of this Agreement and must fulfill the
obligations listed in paragraph 2.3 above.
6.7 A terminated Participant may assign rights that it will have obtained
up to the date of the Participant's termination to one or more other
Participants if the terminated Participant and the Participant or
Participants to whom such rights are assigned agree that the terminated
Participant will be paid an arm's length price for the rights so
transferred. The provisions contained in Section IV of this Agreement
will apply in the event that any such assignment under this paragraph
results in an obligation to make an arm's length payment therefore.
SECTION VII - ASSIGNMENT
7.1 Except for assignments or transfers to a Related Party as provided in
paragraph 3.10, this Agreement may not be assigned or transferred in
any way by any Participant without the prior written consent of each of
the other Participants, and such assignment or other transfer shall
then be effective only upon written agreement of the assignee or
transferee to assume and be bound by the obligations and provisions of
this Agreement to the same extent it would have been bound had such
assignee or transferee been an original party to this Agreement.
7.2 This Agreement shall be binding upon and inure to the benefit of any
Related Party which is the successor to substantially all of the assets
and business of any Participant.
SECTION VIII - DOMINANT LAW
8.1 This Agreement shall be governed and construed in accordance with the
laws of the United States of America and the State of California, USA.
8.2 In the event that any term or part of this Agreement is held invalid or
unenforceable by a court or administrative agency having proper
jurisdiction, it shall not affect the validity and enforceability of
the other terms.
SECTION IX - RISKS
9.1 The Participants shall each bear their respective risks undertaken in
this Agreement. Each Participant shall bear its Cost Share regardless
of whether Developed Intangible Property is in fact produced by this
Agreement or the Participants realize any profit from any Developed
Intangible Property.
SECTION X - RECORDS
10.1 The Participants shall each maintain written records for thirteen (13)
years, in sufficient detail to permit ready verification of the
computation of R&D Expenditures and the allocations of such costs. Such
records shall be made available for such inspection, audit and
certification as may be reasonably necessary.
SECTION XI - CURRENCY
13
11.1 In determining R&D Expenditures hereunder, any expenses incurred in
currencies other than the U.S. dollar shall be translated into U.S.
dollars at the prevailing corporate booking rate used by STUS during
the period in which the revenue or expense occurred.
SECTION XII - GOVERNMENTAL REGULATION
12.1 GENERAL
No Participant shall transfer either directly or indirectly any
technical information furnished to it or arising under this Agreement,
or any of the direct products of the use of such technical information,
in contravention of any law or regulation of the country of origin of
such technical information or product.
12.2 U.S. EXPORT CONTROLS
Without limiting the generality of paragraph 12.1 above, the
Participants understand and acknowledge that the Developed Intangible
Property and all technical data (as defined in 15 C.F.R. part 779 of
the U.S. Export Administration Regulations) related thereto are subject
to export control by the United States Government. The Participants
shall comply strictly with all requirements of United States laws and
regulations related to such Developed Intangible Property and related
technical data, including the Export Administration Regulations, 15
C.F.R. Parts 768-799, and all licenses and authorizations issued under
such laws and regulations, and shall fully cooperate with STUS in
securing any export licenses and authorizations required thereby. In
furtherance of the foregoing obligation, the Participants hereby
specifically agree that, without the prior written authorization of the
U.S. Commerce Department, the Participants will not, and will cause
their representatives, employees, agents, contractors and customers to
agree not to (i) export, reexport, divert or transfer any Developed
Intangible Property or related technical data, or any direct product of
such Developed Intangible Property or technical data, to any
destination, company or person prohibited by the Export Administration
Regulations, including the Table of Denial Orders, or (ii) disclose any
such Developed Intangible Property or related technical data to any
national of any country when such disclosure is prohibited by the
Export Administration Regulations. The Participants shall make their
records available to STUS upon reasonable request in order to permit
STUS to confirm compliance by all Participants with their obligations
as set forth in this paragraph 12.2. The obligations of the
Participants as set forth in this paragraph 12.2 shall survive
expiration or termination of this Agreement for any reason whatsoever.
SECTION XIII - NOTICES
All written communications and notices with respect to this Agreement shall be
sent to the Participants at the following addresses:
To STUS: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
U.S.A.
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Attn.: Vice President and Treasurer
14
To STIC: ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Georgetown, Grand Cayman
Cayman Islands, B.W.I.
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Attn.: Director
To STIR: ▇▇▇▇▇▇ House
South Church Street
Georgetown, Grand Cayman
Cayman Islands, B.W.I.
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Attn.: Director
To STCL: ▇▇▇▇▇▇ House
South Church Street
Georgetown, Grand Cayman
Cayman Islands, B.W.I.
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Attn.: Director
To: STWX: ▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇-▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Wuxi, Jiangsu
P.R.C. 214028
Fax: ▇▇▇-▇▇-▇▇▇-▇▇▇-▇▇▇▇
Attn.: General Manager
To SME: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇
Fax: ▇▇▇-▇▇-▇▇▇▇-▇▇▇▇▇▇
Attn: General Manager
15
To SPI: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Attn.: Vice President and Treasurer
or such other address as such Participant may from time to time notify the other
Participants in writing.
IN WITNESS WHEREOF, the Participants hereto have signed and executed this
Agreement.
SEAGATE TECHNOLOGY, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: Vice President Finance
SEAGATE TECHNOLOGY INTERNATIONAL
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its: Vice President
SEAGATE TECHNOLOGY (IRELAND)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Vice President
16
SEAGATE TECHNOLOGY (CLONMEL)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: President
SEAGATE TECHNOLOGY INTERNATIONAL
(WUXI) CO. LTD.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its: Director and Chairman
SEAGATE MICROELECTRONICS LIMITED
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Vice President Finance
SEAGATE PERIPHERALS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its: Executive Vice President
17
WITHDRAWAL FROM THE DISC DRIVE
RESEARCH AND DEVELOPMENT COST SHARING AGREEMENT
WITH RESPECT TO SEAGATE TECHNOLOGY INTERNATIONAL (WUXI) CO LTD.
This agreement is entered into by and among:
Seagate Technology, Inc., a U.S. corporation with its principal business office
at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S.A.,
Seagate Technology International, a Cayman Islands corporation with its
registered office at ▇▇▇▇▇▇ House, South Church Street, Georgetown, Grand
Cayman, Cayman Islands, B.W.I.,
Seagate Technology (Ireland), a Cayman Islands corporation with its registered
office at ▇▇▇▇▇▇ House, South Church Street, Georgetown, Grand Cayman, Cayman
Islands, B.W.I.,
Seagate Technology (Clonmel), a Cayman Islands corporation with
its registered office at ▇▇▇▇▇▇ House, South Church Street, Georgetown, Grand
Cayman, Cayman Islands, B.W.I.,
Seagate Technology International (Wuxi) Co. Ltd., a China corporation with its
principal business office at ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇-▇▇▇▇▇▇▇▇▇
Industrial Park, Wuxi, Jiangsu, P.R.C. 214028,
Seagate Microelectronics Limited, a Scotland corporation with its principal
business office at MacIntosh Road, Kirkton Campus, ▇▇▇▇▇▇▇▇▇▇ EH54 7BW, Scotland
(hereinafter referred to collectively as the "Participants.")
WHEREAS, Seagate Technology International (Wuxi) Co Ltd. wishes to withdraw from
the Disc Drive Research and Development Cost Sharing Agreement dated June 29,
1996 and
WHEREAS, the other participants agree to this withdrawal,
Now therefore, the Participants hereby agree:
1) Seagate Technology International (Wuxi) Co Ltd. hereby withdraws from the
Disc Drive Research and Development Cost Sharing Agreement,
2) The withdrawal shall be effective as of January 3, 1998, and
3) The Participants agree to waive the termination notice as required in Section
6.2 of the Agreement.
18
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized signatories.
SEAGATE TECHNOLOGY, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
SEAGATE TECHNOLOGY INTERNATIONAL
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
SEAGATE TECHNOLOGY (IRELAND)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
SEAGATE TECHNOLOGY (CLONMEL)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
SEAGATE MICROELECTRONICS LIMITED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
SEAGATE TECHNOLOGY INTERNATIONAL
(WUXI) CO. LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Legal Representative
19
TERMINATION OF PARTICIPATION IN THE DISC DRIVE
RESEARCH AND DEVELOPMENT COST SHARING AGREEMENT
WITH RESPECT TO SEAGATE TECHNOLOGY (CLONMEL)
This agreement is entered into by and among:
Seagate Technology, Inc., a Delaware corporation with its principal business
office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S.A.,
Seagate Technology International, a Cayman Islands corporation with its
registered office at ▇▇▇▇▇▇ House, South Church Street, Georgetown, Grand
Cayman, Cayman Islands, B.W.I.,
Seagate Technology (Ireland), a Cayman Islands corporation with its registered
office at U gland House, South Church Street, Georgetown, Grand Cayman, Cayman
Islands, B.W.I.,
Seagate Technology International (Wuxi) Co. Ltd., a China
corporation with its principal business office at ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇,
▇▇▇▇-▇▇▇▇▇▇▇▇▇ Industrial Park, Wuxi, Jiangsu, P.R.C. 214028,
Seagate Technology (Clonmel), a Cayman Islands corporation with its registered
office at ▇▇▇▇▇▇ House, South Church Street, Georgetown, Grand Cayman, Cayman
Islands, B.W.I., and
Seagate Microelectronics Limited, a Scotland corporation with its principal
business office at MacIntosh Road, Kirkton Campus, Livingston ▇▇▇▇ ▇▇ ▇,
▇▇▇▇▇▇▇▇ (hereinafter referred to collectively as the "Participants.")
WHEREAS, Seagate Technology (Clonmel) wishes to terminate its participation in
the Disc Drive Research and Development Cost Sharing Agreement dated June 29,
1996 and
WHEREAS, the other Participants agree to this termination,
Now therefore, the Participants hereby agree:
1) Seagate Technology (Clonmel) terminates its participation in the Disc Drive
Research and Development Cost Sharing Agreement,
2) The termination shall be effective as of January 31,1998, and
3) The Participants agree to waive the termination notice as required in
Section 6.2 of the Agreement.
20
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized signatories.
SEAGATE TECHNOLOGY, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
SEAGATE TECHNOLOGY INTERNATIONAL
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
SEAGATE TECHNOLOGY (IRELAND)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
SEAGATE TECHNOLOGY (CLONMEL)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
SEAGATE MICROELECTRONICS LIMITED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
SEAGATE TECHNOLOGY INTERNATIONAL (WUXI) CO. LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Legal Representative
21
WITHDRAWAL FROM THE DISC DRIVE
RESEARCH AND DEVELOPMENT COST SHARING AGREEMENT
WITH RESPECT TO SEAGATE TECHNOLOGY (CLONMEL)
This agreement is entered into by and among:
Seagate Technology, Inc., a U.S. corporation with its principal business office
at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S.A.,
Seagate Technology International, a Cayman Islands corporation with its
registered office at ▇▇▇▇▇▇ House, South Church Street, Georgetown, Grand
Cayman, Cayman Islands, B.W.I.,
Seagate Technology (Ireland), a Cayman Islands corporation with its registered
office at ▇▇▇▇▇▇ House, South Church Street, Georgetown, Grand Cayman, Cayman
Islands, 8. B.W.I.,
Seagate Technology International (Wuxi) Co. Ltd., a China corporation with its
principal business office at ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇-▇▇▇▇▇▇▇▇▇
Industrial Park, Wuxi, Jiangsu, P.R.C. 214028,
Seagate Technology (Clonmel), a Cayman Islands corporation with its registered
office at ▇▇▇▇▇▇ House, South Church Street, Georgetown, Grand Cayman, Cayman
Islands, 8. B.W.I.,
Seagate Microelectronics Limited, a Scotland corporation with its principal
business office at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇
(hereinafter referred to collectively as the "Participants.")
WHEREAS, Seagate Technology (Clonmel) wishes to withdraw from the Disc Drive
Research and Development Cost Sharing Agreement dated June 29, 1996 and
WHEREAS, the other participants agree to this withdrawal,
Now therefore, the Participants hereby agree:
1) Seagate Technology (Clonmel) hereby withdraws from the Disc Drive Research
and Development Cost Sharing Agreement,
2) The withdrawal shall be effective as of January 31, 1998, and
3) The Participants agree to waive the termination notice as required in
Section 6.2 of the Agreement.
22
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized signatories.
SEAGATE TECHNOLOGY, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
SEAGATE TECHNOLOGY INTERNATIONAL
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
SEAGATE TECHNOLOGY (IRELAND)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
SEAGATE TECHNOLOGY (CLONMEL)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
SEAGATE MICROELECTRONICS LIMITED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
SEAGATE TECHNOLOGY INTERNATIONAL (WUXI) CO. LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Legal Representative
23
WITHDRAWAL FROM THE DISC DRIVE
RESEARCH AND DEVELOPMENT COST SHARING AGREEMENT
WITH RESPECT TO SEAGATE MICROELECTRONICS LIMITED
This agreement is entered into by and among:
Seagate Technology, Inc., a U.S. corporation with its principal business office
at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S.A.,
Seagate Technology International, a Cayman Islands corporation with its
registered office at ▇▇▇▇▇▇ House, South Church Street, Georgetown, Grand
Cayman, Cayman Islands, B.W.I.,
Seagate Technology (Ireland), a Cayman Islands corporation with its registered
office at ▇▇▇▇▇▇ House, South Church Street, Georgetown, Grand Cayman, Cayman
Islands, B.W.I.,
Seagate Microelectronics Limited, a Scotland corporation with
its principal business office at MacIntosh Road, Kirkton Campus, Livingston EH54
7BW, Scotland (hereinafter referred to collectively as the "Participants.")
WHEREAS, Seagate Microelectronics Limited wishes to withdraw from the Disc Drive
Research and Development Cost Sharing Agreement dated June 29, 1996 and
WHEREAS, the other participants agree to this withdrawal,
Now therefore, the Participants hereby agree:
1) Seagate Microelectronics Limited hereby withdraws from the Disc Drive
Research and Development Cost Sharing Agreement,
2) The withdrawal shall be effective as of January 30, 1999, and
3) The Participants agree to waive the termination notice as required in
Section 6.2 of the Agreement.
24
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized signatories.
SEAGATE TECHNOLOGY, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President and Chief
Administrative Officer
SEAGATE TECHNOLOGY INTERNATIONAL
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
SEAGATE TECHNOLOGY (IRELAND)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
SEAGATE TECHNOLOGY (CLONMEL)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
25
WITHDRAWAL FROM THE DISC DRIVE
RESEARCH AND DEVELOPMENT COST SHARING AGREEMENT
WITH RESPECT TO SEAGATE TECHNOLOGY (IRELAND)
This agreement is entered into by and among:
Seagate Technology LLC (an assignee of Seagate Technology, Inc.), a Delaware
limited liability company with its principal business office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S.A.,
Seagate Technology International, a Cayman Islands company with its registered
office at U gland House, South Church Street, Georgetown, Grand Cayman, Cayman
Islands, B.W.I.,
Seagate Technology (Ireland), a Cayman Islands company with its registered
office at ▇▇▇▇▇▇ House, South Church Street, Georgetown, Grand Cayman, Cayman
Islands, B.W.I.,
WHEREAS, Seagate Technology (Ireland) wishes to withdraw from
the Disc Drive Research and Development Cost Sharing Agreement dated June 29,
1996 and
WHEREAS, the other participants agree to this withdrawal,
Now therefore, the Participants hereby agree:
1) Seagate Technology (Ireland) hereby withdraws from the Disc Drive Research
and Development Cost Sharing Agreement,
2) The withdrawal shall be effective as of November 23, 2000, and
3) The Participants agree to waive the termination notice as required in
Section 6.2 of the Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized signatories.
SEAGATE TECHNOLOGY LLC
(an assignee of Seagate Technology, Inc.)
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President and Chief
Administrative Officer
SEAGATE TECHNOLOGY (IRELAND)
26
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------------
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director
SEAGATE TECHNOLOGY INTERNATIONAL
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------------
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
