TABLE OF CONTENTS

		Page
I. Purchase of Acquired Assets and Closing			1
1.1 Purchase and Sale of Acquired Assets			1
1.2 Excluded Assets			4
1.3 Assumed Liabilities			5
1.4 Excluded Liabilities			6
1.5 Purchase Price			6
1.6 The Closing			9
1.7 Post-Closing Adjustment to Purchase Price			12
1.8 Earnout			14
1.9 Legends and Transfer of Imation Shares			15
1.10 Consents			16
1.11 Proration of Certain Items			17
1.12 Allocation			17
1.13 Further Assurances			17
II. Representations and Warranties of TDK			17
2.1 Incorporation; Power and Authority			17
2.2 Valid and Binding Agreement			18
2.3 No Breach; Consents			18
2.4 Subsidiaries			18
2.5 Financial Statements and Absence of Undisclosed Liabilities			19
2.6 Books and Records			20
2.7 Absence of Certain Developments			20
2.8 Property			22
2.9 Accounts Receivable			23
2.10 Inventory			24
2.11 Tax Matters			24
2.12 Intellectual Property Rights			26
2.13 Material Contracts			28
2.14 Litigation			31
2.15 Insurance			31
2.16 Compliance with Laws; Governmental Authorizations			31
2.17 Environmental Matters			32

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2.18 Warranties			34
2.19 Employees			34
2.20 Employee Benefits			36
2.21 Customers			37
2.22 Suppliers			37
2.23 Affiliate Transactions			37
2.24 Brokerage			38
2.25 Investment			38
2.26 Completeness of Documents			38
2.27 Disclaimer of Other Warranties			38
III. Representations and Warranties of Imation			39
3.1 Incorporation; Power and Authority			39
3.2 Valid and Binding Agreement			39
3.3 No Breach; Consents			39
3.4 Brokerage			39
3.5 Imation Shares			39
3.6 GDM			39
3.7 SEC Filings; Financial Statements			40
3.8 Disclaimer of Other Warranties			40
IV. Agreements of TDK			41
4.1 Conduct of the Business			41
4.2 Notice of Developments			42
4.3 Access			42
4.4 Payment of Indebtedness			43
4.5 Intercompany Contracts			43
4.6 Conditions			43
4.7 Required Consents and Authorizations			43
4.8 No Sale			43
4.9 No-Shop			44
4.10 Removal of Excluded Assets and Assumption of Excluded Liabilities			44
4.11 Post-Closing Access and Cooperation			45
4.12 Litigation Support			45

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4.13 Non-Solicitation			45
4.14 Confidentiality			46
4.15 Assignment of Confidentiality Agreements			47
4.16 Covenant Not to Compete			47
4.17 Compliance with Bulk Sales Laws			48
4.18 Waiver of Certain Pre-Emptive Rights			48
4.19 Assignment of Contracts			48
4.20 Notice of Non-Renewal			48
4.21 **			48
4.22 Transfer of TRH Share			48
4.23 Transfer of Certain TME Employees			49
4.24 Certain Leases			49
4.25 Use of TDK MID			49
4.26 Tax Election			49
V. Agreements of Imation			49
5.1 Conditions			49
5.2 Required Consents and Authorizations			49
5.3 Books and Records; Access			49
5.4 Litigation Support			50
5.5 Notice of Developments			50
5.6 Performance of Acquired Contracts			50
5.7 **			50
5.8 License of Certain Marks			50
5.9 Use-up Rights With Respect to Acquired Assets Bearing a TDK Mark as of Closing			51
VI. Additional Agreements			51
6.1 Filings Under the HSR Act and Other Competition Laws			51
6.2 Name of Acquired Entities			52
6.3 Additional Discussions Regarding Commercial Relationships			53

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6.4 Transaction Structure			53
6.5 Payment of Transaction Taxes			53
6.6 Licensed Mark			53
6.7 Co-Branding			53
6.8 Product Specifications			53
VII. Employee Matters and Transition Services			54
7.1 Employees Generally			54
7.2 Transition Services			54
7.3 Japan Secondees			55
7.4 Japan Transferred Employees			57
7.5 U.S. Employees			57
7.6 European Employees			59
7.7 APAC Employees			59
7.8 Employee Benefits Arrangements			59
7.9 Workers Compensation			62
7.10 Compliance with Legal Requirements			62
7.11 Disclaimer			62
VIII. Conditions to Closing			62
8.1 Conditions to Imations Obligations			62
8.2 Conditions to TDKs Obligations			64
IX. Termination			65
9.1 Termination			65
9.2 Effect of Termination			65
X. Survival; Indemnification			65
10.1 Survival of Representations, Warranties and Claims			65
10.2 Indemnification by TDK			66
10.3 Indemnification by Imation			69
10.4 Third-Party Action			71
10.5 Sole and Exclusive Remedy			72
10.6 Limitations on Indemnification			72
XI. General			73
11.1 Press Releases and Announcements			73

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11.2 Expenses			73
11.3 Amendment and Waiver			73
11.4 Notices			74
11.5 Assignment			75
11.6 No Third-Party Beneficiaries			75
11.7 Severability			75
11.8 Complete Agreement			75
11.9 Schedules			75
11.10 Signatures; Counterparts			75
11.11 Governing Law			75
11.12 Consent to Jurisdiction			76
11.13 Waiver of Jury Trial			76
11.14 Certain Definitions			76
11.15 Usages			76
11.16 Construction			77

ACQUISITION AGREEMENT

     This ACQUISITION AGREEMENT (this Agreement) is made and entered into as of the 19th day of April, 2007, by and between IMATION CORP., a corporation organized under the laws of the State of Delaware, USA (Imation), and TDK CORPORATION, a corporation organized under the laws of Japan (TDK).

Recitals

     WHEREAS, TDK and its subsidiaries are currently engaged in the business of the design, development, marketing, distribution, sale, service and support of certain Removable Recording Media Products, Accessory Products and Ancillary Products, each as defined below.

     WHEREAS, TDK and certain of its Subsidiaries desire to sell, and Imation and certain of its Subsidiaries desire to buy, substantially all of the assets and business of TDK and such Subsidiaries primarily related to the sales, service and support of such products under certain trademarks of TDK, including the capital stock of such Subsidiaries, upon the terms and subject to the conditions set forth in this Agreement.

     NOW, THEREFORE, in consideration of the mutual representations, warranties and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

I. Purchase of Acquired Assets and Closing

     1.1 Purchase and Sale of Acquired Assets. At the Closing and on the terms and subject to the conditions set forth in this Agreement, TDK shall sell, and shall cause the other Selling Entities to sell, to Imation and the other Acquiring Entities, and Imation shall purchase, and shall cause the other Acquiring Entities to purchase, from TDK and the other Selling Entities, all right, title and interest of the Selling Entities in and to:

     (a) the issued and outstanding equity interests of each of the Acquired Entities (the Acquired Shares); and

     (b) either directly or through the transfer of the Acquired Shares, all of the following assets primarily related to or primarily used in the Business, to the extent of the Relevant Entities interests therein (such assets, together with the Acquired Shares, the Acquired Assets):

     (i) the warehouse and repackaging facility owned by TDK Electronics Corporation located at Anaheim, California, including all buildings, structures, improvements and fixtures appertaining thereto (the Anaheim Facility);

     (ii) leasehold interests in all of the real property leased or occupied by any of the Relevant Entities pursuant to a lease, as set forth on Schedule 2.8, together with any of the Relevant Entities rights to improvements and fixtures thereon;

     (iii) all personal property, including machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, materials, and vehicles and other items of tangible personal property (other than the Inventories) owned or leased by any of the Relevant Entities (the Tangible Personal Property);

     (iv) any express or implied warranty by the manufacturers, sellers or lessors of any item of Tangible Personal Property or component part thereof, rights of return, rebate rights or over-payment recovery rights of any of the Relevant Entities relating to these items, to the extent transferable without the consent of any third Person or as to which a Consent has been obtained pursuant to Section 1.10;

     (v) all accounts and notes receivable, factored receivables, checks, negotiable instruments and chattel papers from customers of any of the Relevant Entities or earned in respect of Subject Products or Ancillary Products shipped or provided by any of the Relevant Entities;

     (vi) all inventories, wherever located, of Subject Products and Ancillary Products, including all finished goods, work in process, spare parts, packaging, and other materials and supplies not including any ordered items not yet accounted for as inventory on TDKs financial statements (the Inventories);

     (vii) any express or implied warranty by the manufacturers or sellers of any item of the Inventories, as well as rights of return, rebate rights, over-payment recovery rights and other similar rights of any of the Relevant Entities with respect thereto, to the extent transferable without the consent of any third Person or as to which a Consent has been obtained pursuant to Section 1.10;

     (viii) all rights of any of the Relevant Entities with respect to deposits, prepaid expenses, claims for refunds and rights to offset, other than any such rights arising out of the prior payment of Taxes, and any interest payable to any of the Relevant Entities with respect thereto;

     (ix) all Contracts of any of the Relevant Entities or of which any of the Relevant Entities is a third party beneficiary, including all warranty rights of any of the Relevant Entities relating to any Subject Products or Ancillary Products sold or shipped by any of the Relevant Entities prior to Closing, including, for the avoidance of doubt, the Contract entitled Joint Venture Agreement, dated March 27, 1979, by and between TDK Electronics Co., Ltd., and Toyoda Tsusho Kaisha, Ltd., Convoy International Pty. Limited, and Malcolm Buchanan Goldfinch (the Acquired Contracts);

     (x) all Governmental Authorizations (including the Governmental Authorizations listed on Schedule 2.16(b)) held by any of the Relevant Entities and primarily related to the Business and all pending applications of any of the Relevant Entities for or renewals of any such Governmental Authorizations, in each case to the extent transferable without the consent of any third Person or as to which a Consent has been obtained pursuant to Section 1.10;

     (xi) all written materials, data and records primarily related to or primarily used in the Business, including (1) client, customer, prospect, supplier, dealer and distributor lists and records, (2) information regarding referral sources, (3) product catalogs and brochures, (4) sales and marketing, advertising and promotional materials, (5) marketing research and reports, (6) equipment logs, (7) service, warranty and claim records, (8) records relating to the Inventories, (9) maintenance records and other documents relating to the real property and the Tangible Personal Property, (10) purchase orders and invoices, (11) sales orders and sales order log books, (12) material safety data sheets, (13) price lists, (14) quotations and bids, (15) operating guides and manuals, (16) correspondence, and (17) books, records, journals and ledgers;

     (xii) all Owned Intellectual Property Rights, including all such items listed on Schedule 2.12(a)(i), together with all rights of any of the Relevant Entities to institute or maintain any action to protect the same and recover damages for any infringement thereof;

     (xiii) all Licensed-In Intellectual Property Rights for the use of Software (other than Software that is incorporated in any Licensed Products) used by any of the Relevant Entities in the conduct of the Business as of the Closing, including all such items listed on Schedule 2.12(a)(iii), in each case to the extent transferable without the consent of any third Person or as to which a Consent has been obtained pursuant to Section 1.11;

     (xiv) all Licensed-In Intellectual Property Rights embodied in Software that is incorporated in any Licensed Products that are marketed or distributed by the Relevant Entities as of Closing, including all such items listed on Schedule 2.12(a)(iii), together with all rights of any of the Relevant Entities to institute or maintain any action to protect the same and recover damages for any infringement thereof;