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Document Preview International Asset Transfer Agreement |
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Title: |
International Asset Transfer Agreement |
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Entities: |
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Date: |
2001 |
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Size: |
24KB total |
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Price: |
$35 |
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ID: |
#1392227 |
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DATED THIS 1st DAY OF April 2001
BETWEEN
ADAPTEC MFG (S) PTE LTD
AND
ROXIO CI LTD.
INTERNATIONAL ASSET TRANSFER AGREEMENT
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
1. DEFINITIONS & INTERPRETATION.............................................................................1
2. TRANSFER OF TECHNOLOGY...................................................................................3
3. CONSIDERATION............................................................................................4
4. COMPLETION...............................................................................................4
5. REPRESENTATIONS AND WARRANTIES...........................................................................5
6. DURATION OF THIS AGREEMENT...............................................................................5
7. ASSIGNMENT...............................................................................................5
8. COSTS AND EXPENSES.......................................................................................5
9. NOTICES..................................................................................................5
10. PREVIOUS AGREEMENTS AND AUTHORITY........................................................................6
11. REMEDIES.................................................................................................6
12. SEVERANCE................................................................................................6
13. ARBITRATION AND APPLICABLE LAW...........................................................................6
</TABLE>
<PAGE>
THIS AGREEMENT is made on the 1st day of April, 2001 ("the Effective Date"),
BETWEEN
(1) Adaptec Mfg (s) pte ltd (Regn No. 00121/1987-N) ("AMS"), a company
incorporated in the Republic of Singapore with its registered office at
No. 2 Chai Chee Drive, Singapore 4690443);
AND
(2) Roxio CI Ltd. (Regn No. 103240) ("RCI"), a company incorporated in the
Cayman Islands with its registered office at Offices of Walkers, Walker
House, PO Box 265GT, Mary Street, George Town, Grand Cayman, Cayman
Islands, B.W.I.
WHEREAS
(A) AMS is a private limited company incorporated in the Republic of
Singapore and has at the date hereof the authorised share capital and
issued and paid-up share capital as set out in Schedule 1.
(B) RCI is currently a 100% owned subsidiary of AMS and has at the date
hereof the authorised share capital and issued and paid-up share
capital as set out in Schedule 2.
(C) AMS is desirous of transferring certain technology and rights
(hereinafter referred to as the "RCI Technology"), equity interests as
set out in Schedule 3, and cash consideration to its subsidiary, RCI,
and in consideration therefor, RCI shall issue one (1) ordinary share
of US$1/- in its capital to AMS as set out in Schedule 4 upon the terms
and subject to the conditions contained in this Agreement.
IT IS HEREBY AGREED as follows:-
1. DEFINITIONS & INTERPRETATION
In this Agreement:
1.1 the following words and expressions shall have the following
meanings:-
"CASH CONSIDERATION" shall mean the sum of Twenty
Million Dollars (US$20,000,000)
to be paid by check or wire
transfer;
"COMPLETION DATE" means April 1, 2001 or such other
date as the parties hereto may
agree in writing;
-1-
<PAGE>
"CONSIDERATION SHARES" means one (1) ordinary share
of US$1/- in the capital of
RCI credited as fully paid up
to be allotted and issued by
RCI to AMS as set out against
its name in Schedule 4;
"DIRECTORS" means the directors (including
their alternates) for the time
being of AMS and RCI and
"Director" shall mean any of
them;
"SHAREHOLDERS" means the persons who are
registered for the time being as
holders of the shares in the
Register of Members of RCI and
AMS.
"US$" means United States dollar.
"RCI TECHNOLOGY" means the technology acquired
by AMS under the Prior
Agreements and currently held
by AMS, which relates to the
RCI Business and does not
relate primarily to the
business of AMS or Adaptec,
Inc.
"RCI BUSINESS" means (a) the business and
operations of Adaptec, Inc.
currently operated as the
Software Products Group, as
described in the Roxio, Inc. Form
10, including, without
limitation, the business and
operation responsible for
developing, marketing, and
selling the following products
(i) Easy CD Creator, (ii) GoBack,
(iii) SoundStream, (vi) Toast,
(v) Jam, (vi) TakeTwo and (vii)
WinOnCD and (b) except as
otherwise expressly provided
herein, any terminated, divested
or discontinued businesses or
operations that at the time of
termination, divestiture or
discontinuation primarily related
to the business of the Software
Products Group or Roxio, Inc., as
conducted on the Separation Date
(as defined in the First Amended
Master Separation and
Distribution Agreement between
Adaptec, Inc. and Roxio, Inc.).
"PRIOR AGREEMENTS" means the Technology Research
and Development Cost and Risk
Sharing Agreement by and
between Adaptec, Inc. and AMS,
dated September 1, 1995, as
amended, and the R&D Services
Agreement by and between AMS
and CeQuadrat GmbH, dated July
8, 1999.
EQUITY INTEREST" means all of the equity interest
held by AMS in CG1
Verwaltungsgesellschaft GmbH.
-2-
<PAGE>
1.2. Any reference to "completion" shall mean completion of the
transfer of the RCI Technology, Equity Interest as set out in
Schedule 3 and the Cash Consideration, and the allotment of
the ordinary shares in the share capital of Roxio CI, Ltd in
consideration thereof.
1.3 References to Recitals and Clauses are to recitals and clauses
of this Agreement, and "Agreement" shall mean this Agreement.
1.4 The headings in this Agreement are for convenience only and
shall not affect the interpretation hereof.
1.5 Where applicable, words importing the singular include the
plural and vice versa, words importing any gender include
every gender, references to persons include bodies corporate
and unincorporate and references to time shall mean Singapore
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