ASSET PURCHASE AGREEMENT
AMONG
McDATA CORPORATION,
SANAVIGATOR, INC.,
CONNEX, INC.,
AND
WESTERN DIGITAL CORPORATION
August 31, 2001

TABLE OF CONTENTS

Exhibit A-1Form of Bill of Sale, Assignment and Assumption Agreement

Exhibit A-2Form of Trademark Assignment

Exhibit A-3Form of Patent Assignment

Exhibit A-4Form of Domain Name Assignment

Exhibit BForm of Escrow Agreement

Exhibit CHistorical Financial Statements

Exhibit D-1Form of Transition Services Agreement

Exhibit D-2Form of Sublease

Exhibit EForm of Opinion of Counsel to SANavigator

Exhibit FForm of Opinion of Counsel to the Buyer

Exhibit GSpecifications of SANavigator

Disclosure ScheduleExceptions to Representations and Warranties

Asset ScheduleList of Assets

ASSET PURCHASE AGREEMENT

    Agreement entered into on August 31, 2001, by and between McDATA Corporation, a Delaware corporation (the "Buyer"), SANavigator, Inc., a Delaware corporation ("SANavigator"), Connex, Inc., a Delaware corporation ("Connex"), and Western Digital Corporation, a Delaware corporation ("Western Digital"). The Buyer, SANavigator, Connex and Western Digital are referred to collectively herein as the "Parties."

Recitals

    A.  The Buyer desires to purchase from SANavigator, and SANavigator desires to sell to the Buyer, all of the assets relating to SANavigator's SANavigator software business, in exchange for the assumption of certain specified liabilities relating to such software business of SANavigator and other consideration set forth below.

    B.  The Board of Directors of each of the Buyer and SANavigator believes it is in the best interests of its respective corporation and stockholders that the transactions contemplated hereby be consummated and, in furtherance thereof, has approved this Agreement and the transactions contemplated hereby.

    C.  SANavigator and the Buyer desire to make certain representations, warranties, covenants and other agreements in connection with the transactions contemplated hereby.

Agreement

    In consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows.

    1.  Definitions.   

    "Acquired Assets" means all right, title, and interest in and to all of the assets of SANavigator, including all of its (a)  leaseholds and subleaseholds therein, improvements, fixtures, and fittings thereon, and easements, rights-of-way, and other appurtenants thereto (such as appurtenant rights in and to public streets), (b) tangible personal property (such as machinery, lab test equipment, switches, other equipment, inventories of raw materials and supplies, manufactured and purchased parts, goods in process and finished goods, furniture, automobiles, trucks, tractors, trailers, tools, jigs, and dies), (c) Intellectual Property (which includes the SANavigator Software and all materials and rights related thereto), goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof and rights to protection of interests therein (including any right to sue for past, present and future infringement) under the laws of all jurisdictions, (d) leases, subleases, and rights thereunder, (e) agreements, contracts indentures, mortgages, instruments, Security Interests, guaranties, other similar arrangements, and rights thereunder, (f) accounts, notes, and other receivables, (g) securities, (h) claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment (including any such item relating to the payment of Taxes), (i) franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies, (j) books, records, ledgers, files, documents, correspondence, lists, plats, architectural plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials, (k) websites, and (l) the Technology License Agreement, dated September 23, 1998, between Adaptec, Inc. and Ridge Shareholders, Inc.; provided, however, that the Acquired Assets shall not include (i) the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, insurance policies, and other documents relating to the organization,

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC