exv10w4



 





Exhibit 10.4



SUPPLY AGREEMENT




     This SUPPLY AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of
July, 2007 (the “Effective Date”) by and between IMATION CORP., a corporation organized under the
laws of Delaware, USA (“Imation”), and TDK CORPORATION, a corporation organized under the laws of
Japan (“TDK”).



     WHEREAS, Imation and TDK have entered into a certain Acquisition Agreement dated as of April
19, 2007 (the “Acquisition Agreement”), whereby Imation has agreed to purchase TDK’s sales, service
and support functions for Removable Recording Media Products;



     WHEREAS, the Acquisition Agreement provides that Imation and TDK will enter into an agreement
pursuant to which TDK will supply Imation and its Subsidiaries with their requirements of the
Products (as defined herein); and



     WHEREAS, Imation and TDK agree to enter into such an agreement on the terms and conditions set
forth below.



     NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, Imation
and TDK agree as follows:



1. Definitions




     1.1 Certain Defined Terms. The following terms, when used in capitalized form in this
Agreement, will have the meanings set forth below:



     “OUS License” means the Trademark License Agreement entered into by IMN Data Storage Holdings
C.V., a Dutch private limited partnership, and TDK concurrently with the execution of this
Agreement.



     “Products” means the finished goods and other products listed on Exhibit I, as such exhibit
may be amended from time to time in accordance with Sections 2.3 and 3.3 or otherwise by mutual
agreement of Imation and TDK.



     “Product Specifications” means the specifications for the Products as may be amended, modified
or supplemented in accordance with this Agreement. The initial Product Specifications are attached
to this Agreement as Exhibit V.



     “TDK Brand License” means the Trademark License Agreement entered into by Imation and TDK
concurrently with the execution of this Agreement.



     “TDK Product Category” means any category of Removable Recording Media Products and Accessory
Products listed on Exhibit VII.





 




			
	**	 	The appearance of a double asterisk denotes confidential information that has been omitted from
the exhibit and filed separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.




 









 










     “TDK Trademark” means any trademark of TDK that is a Licensed Trademark, as such term is
defined in the TDK Brand License.



     1.2 Other Defined Terms; Interpretation and Usage. All other capitalized terms used
but not defined in this Agreement, but defined in the Acquisition Agreement, will have the meanings
assigned to them in the Acquisition Agreement. Interpretation and usage of terms will be as set
forth in the Acquisition Agreement.



2. Supply and Purchase Commitments




     2.1 Supply Commitment. TDK will use commercially reasonable efforts to supply
Products to Imation and its Subsidiaries as set forth in Section 4 during the term of this
Agreement. For the avoidance of doubt, TDK’s supply commitment under this Section 2.1, Section 4
and otherwise under this Agreement will not require building or acquiring manufacturing capacity or
holding inventory.



     2.2 Exclusivity. TDK will not, and will cause its Subsidiaries not to, sell any
Product to third parties for resale under any trademarks of TDK or any of its Affiliates for so
long as Imation is purchasing such Product from TDK; provided, however, that commencing on the
fifth (5th) anniversary of the Effective Date TDK or any of its Subsidiaries may sell
any Product to third parties for resale under any trademarks of TDK or any of its Affiliates that
are not a TDK Trademark or confusingly similar to a TDK Trademark (collectively, “Other TDK
Trademarks”). In the event that TDK sells a Product under such Other TDK Trademarks after such
fifth (5th) anniversary, Imation’s purchase commitment under Section 2.3 shall no longer
apply with respect to such Product. For the avoidance of doubt, TDK may supply any Products
hereunder to third parties for resale under a third-party brand and this Section 2.2 shall not
limit or otherwise modify any rights of Imation under the Acquisition Agreement or the Brand
License Agreement.



     2.3 Purchase Commitment. Imation will, and will cause each of its Subsidiaries to,
purchase from TDK all of its respective requirements for Removable Recording Media Products and
Accessory Products that: (i) are in any of the TDK Product Categories, (ii) are to be sold under
any TDK Trademark, and (iii) TDK is able to supply with prices, delivery performance and features
that are competitive with the prices, delivery performance and features of comparable Removable
Recording Media Products and Accessory Products that Imation and its Subsidiaries can purchase from
a third party. Any Removable Recording Media Product and Accessory Products subject to the
purchase commitment set forth in this Section 2.3, will automatically be deemed and become a
Product, and, if necessary, the parties will promptly amend Exhibit I consistent herewith. For
purposes of this Section 2.3, “delivery performance” means on-time shipment in accordance with this
Agreement.



3. Product Changes




     3.1 Modifications. TDK may not change the form, fit or function of a Product Imation
is purchasing from TDK without the prior written consent of Imation, which consent may not be
unreasonably withheld or delayed. For the avoidance of doubt, Imation may not withhold or delay
consent if TDK proposes a change for the purpose of addressing a Product’s actual or potential
infringement of third party rights, to address safety issues or concerns, or to comply with
applicable regulatory requirements; and TDK agrees to use commercially reasonable efforts to
minimize any adverse effect of the proposed change. TDK will notify Imation in advance of, and
discuss with Imation, any such change in process
or materials that could materially and adversely affect the performance of a Product Imation
is purchasing from TDK. The parties may agree, from time to time, upon reasonable additional
standards and tests to be performed by TDK for any change in process or materials. TDK will use
commercially reasonable efforts to discuss with Imation in advance the specifications for any new
version of a Product Imation is purchasing from TDK or any new Removable Recording Media Product or
Accessory Product in any of the TDK Product Categories and that TDK intends to make generally
available for sale to its customers. Except as set forth in Section 2.2, nothing in this Agreement
shall restrict TDK from commercializing a new version of a Product or a new product.



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     3.2 Discontinued Products. TDK may discontinue a Product Imation is purchasing from
TDK upon not less than one hundred twenty (120) days’ written notice to Imation; provided that
Imation and its Subsidiaries will have the right to issue a final Purchase Order of the
discontinued Product during such period and on such other terms and conditions as are mutually
agreed upon between the parties. Such final Purchase Order will be firm, at a fixed price and
non-cancelable, and will provide for shipment no later than one (1) year after the order date set
forth therein. Products ordered will be non-returnable except as provided in Section 6.2 or 9.3.



     3.3 New Products. In the event that (i) Imation or any of its Subsidiaries intends to
sell a Removable Recording Media Product under a TDK Trademark that is not in a TDK Product
Category (the “New Product”), and (ii) it is commercially reasonable for TDK to supply the New
Product (for the avoidance of doubt, as of the Effective Date, it would not be commercially
reasonable for TDK to supply flash drives and cards, DVD discs, and HD DVD discs, although any of
these may change over time depending on the future direction of TDK), then TDK will have the
exclusive right of first negotiation and refusal to supply the New Product as follows: Imation
will in good faith and promptly notify TDK in writing of its intention to sell the New Product,
provide TDK with draft specifications for the New Product and consult with TDK with respect to the
intended market and specifications (the “New Product Specifications”) for the New Product and with
respect to other matters relating to its commercialization. Once Imation has completed the New
Product Specifications, Imation will deliver them to TDK, and (i) TDK will have the exclusive right
to elect whether to supply the New Product to Imation and will exercise such right as promptly as
commercially reasonable but not later than thirty (30) days after TDK’s receipt of the New Product
Specifications; (ii) starting upon TDK’s receipt of the New Product Specifications, the parties
then will negotiate in good faith and exclusively a price for the New Product that is competitive;
and (iii) TDK will provide a commercialization schedule that is competitive. If TDK elects not to
supply the New Product, the parties in good faith are unable to agree on such price for the New
Product within sixty (60) days after the date on which TDK received the New Product Specifications
or TDK does not provide a commercialization schedule that is competitive within sixty (60) days
after the date on which TDK received the New Product Specifications, then Imation may make other
arrangements for supply of such New Products. Otherwise, the New Product will become subject to
the supply and purchase commitments set forth in Article 2. Nothing in this Section 3.3 will
prevent either party from entering into a written joint development agreement with a third party to
develop a new product, and Imation shall not be required to buy a New Product from TDK if (i) joint
development of the specific New Product under such agreement requires at least a twelve (12)-month
period prior to commercial launch and (ii) either (x) Imation manufactures the New Product itself
and does not outsource the manufacture of such New Product to any third party or (y) Imation is
required under the joint development agreement to have the New Product manufactured by the
other party to the joint development agreement.



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4. Purchase Orders and Forecasts




     4.1 Forecasts.



          (a) To allow TDK to schedule production and control costs, Imation will provide in good faith
to TDK a rolling forecast of Products that Imation and its Subsidiaries expect to purchase from TDK
for shipment over the next six (6) months, specifying the quantities of Product to be purchased on:
(i) a weekly basis for the first month of such forecast and a monthly basis for the remaining five
(5) months of such forecast; and (ii) a Product-by-Product and region-by-region basis with respect
to each such month and week (the “Rolling Forecast”). Imation will endeavor to deliver each such
Rolling Forecast to TDK by the seventh (7th) day of the month preceding the period
covered by such Rolling Forecast. The Rolling Forecast will be non-binding except as provided in
Sections 4.1(b) and 4.1(c).



          (b) Imation will be obligated to purchase from TDK in any month (the “Purchase Month”) a
quantity of a particular Product for a particular region (the “Forecasted Product”) equal to the
highest of the following:



               (i) ** percent (**%) of the quantity of Forecasted Products previously
forecasted for the Purchase Month in the Rolling Forecast that was two-prior to the then-current
and timely submitted Rolling Forecast (the “Current Rolling Forecast”) (i.e., when the Purchase
Month was the third (3rd) month of a preceding Rolling Forecast);



               (ii) ** percent (**%) of the quantity of Forecasted Products previously
forecasted for the Purchase Month in the Rolling Forecast prior to the Current Rolling Forecast
(i.e., when the Purchase Month was the second (2nd) month of a preceding Rolling
Forecast); and



               (iii) ** percent (**%) of the quantity of Forecasted Products forecasted
for the Purchase Month in the Current Rolling Forecast (i.e., when the Purchase Month is the first
(1st) month of the Current Rolling Forecast).



          (c) TDK will be obligated to supply to Imation in the Purchase Month a quantity of the
Forecasted Products equal to the lowest of the following:



               (i) ** percent (**%) of the Forecasted Products previously forecasted
for the Purchase Month in the Rolling Forecast that was two-prior to the Current Rolling Forecast
(i.e., when the Purchase Month was the third (3rd) month of a preceding Rolling
Forecast);



               (ii) ** percent (**%) of the quantity of Forecasted Products previously
forecasted for the Purchase Month in the Rolling Forecast prior to the Current Rolling Forecast
(i.e., when the Purchase Month was the second (2nd) month of a preceding Rolling
Forecast); and





 




			
	**	 	The appearance of a double asterisk denotes confidential information
that has been omitted from the exhibit and filed separately, accompanied by a
confidential treatment request, with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.




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               (iii) ** percent (**%) of the quantity of Forecasted Products forecast
for the Purchase Month in the Current Rolling Forecast (i.e., when the Purchase Month is the first
(1st) month of the Current Rolling Forecast).



          (d) Imation also will provide in good faith to TDK a non-binding twelve (12)-month forecast
for Products to be purchased by Imation and its Subsidiaries as part of Imation’s operational
planning process in December of each year.



     4.2 Purchase Orders.



          (a) Imation will, and will cause each of its Subsidiaries to, order Products by submitting
purchase orders for each forecasted week of the Purchase Month (each, a “Purchase Order”) to TDK no
later than two (2) weeks in advance of such forecasted week. Each Purchase Order will specify the
type and quantity of Products to be purchased and the requested shipment dates. After receiving a
Purchase Order, TDK will issue a confirmation to such Purchase Order (each, a “Purchase Order
Confirmation”) no later than five (5) days in advance of such forecasted week. Each Purchase Order
Confirmation will: (i) confirm the shipment date requested by Imation or its Subsidiary, as the
case may be, or an earlier shipment date or, to the extent TDK is unable to ship by the shipment
date requested by Imation or its Subsidiary, as the case may be, and subject TDK’s obligations in
Section 4.6, specify the earliest date on which TDK is able to ship; and (ii) confirm the
quantities requested by Imation or its Subsidiary, as the case may be, or, if TDK is unable to
supply the quantities requested by Imation or its Subsidiary, as the case may be, and subject TDK’s
obligations in Section 4.6, specify the quantities which TDK is able to supply. TDK will use
commercially reasonable efforts based on lead time and other factors to ship by the shipment date
requested by Imation or its Subsidiary, as the case may be; provided, that if TDK fails to ship any
Products in accordance with TDK’s minimum supply commitment as set forth in Section 4.1(c) and such
failure is not due in whole or in part to Imation or its Subsidiaries, including as a consequence
of a Supply Constraint Situation pursuant to Section 4.6, the price for such Products shall be the
lower of (i) the price of such Products on the relevant Purchase Order date, and (ii) the price of
such Products applicable on the date such Products are actually shipped. In addition, TDK will use
commercially reasonable efforts to supply any quantities specified in a Purchase Order that are in
excess of TDK’s minimum supply commitment for the relevant week as set forth in Section 4.1(c).
Once issued, a Purchase Order Confirmation will be binding upon both parties except as provided in
Section 4.4.



          (b) Except as otherwise agreed in writing by Imation and TDK, all sales of Products shall be
governed by the terms of this Agreement and such terms shall not be varied or supplemented by any
terms contained in any Purchase Order or Purchase Order Confirmation or by any course of dealings
between TDK and Imation or any of its Subsidiaries with respect to supply and purchase of Products
hereunder. Any Purchase Order from any of Imation’s Subsidiaries shall be deemed to be on behalf
of Imation and such Purchase Order shall not create any obligation on, or duty of, TDK to such
Subsidiary.



     4.3 Late Shipment. TDK will notify Imation or its Subsidiary in writing if TDK has
any reason to believe that it will be unable to fully supply the quantities of Products which TDK
is obligated to supply in any month. If a shipment is delayed, the parties will discuss in good
faith whether expedited shipment is necessary based on Imation’s or its Subsidiaries’ commitments to customers, availability of inventory and other factors. If the
parties agree that expedited shipment is necessary and applicable, TDK will be responsible for the
incremental cost of such expedited shipment.





 




			
	**	 	The appearance of a double asterisk denotes
confidential information that has been omitted from the exhibit and filed
separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934.





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     4.4 Rescheduling Orders. Imation and its Subsidiaries will have the right to
reschedule the shipment date of any Purchase Order not later than five (5) days prior to the
scheduled shipment date; provided that (i) Imation may reschedule the shipment date of any Purchase
Order no more than two (2) times, (ii) any re-scheduled shipment date, whether re-scheduled from
the original or a re-scheduled shipment date, will occur no later than three (3) months in the
aggregate after the original shipment date of such Purchase Order and (iii) the pricing and payment
terms, as determined in accordance with Section 5, as of, and applicable to, the original scheduled
shipment date of such Purchase Order will continue to apply notwithstanding any rescheduled
shipment date. Any further rescheduling will be subject to the written agreement of the parties.



     4.5 Shipment. Delivery will be CIF (INCOTERMS 2000) to the port specified in the
Purchase Order, provided that delivery to any port not listed on Exhibit IV will be subject to
written agreement of the parties (and a Purchase Order specifying any such port will not be deemed
binding until such agreement is reached). Title will pass from TDK to Imation or its Subsidiary,
as the case may be, when risk of loss passes. Any change from the foregoing delivery terms will be
subject to the written agreement of the parties.



     4.6 Supply Constraints. “Supply Constraint Situation” means a shortage of supply,
components, materials or capacity affecting the supply of the Products or a particular Product that
(a) is industry- or sector-wide, or (b) is caused by demand from TDK’s internal or external
customers (including but not limited to Imation and its Subsidiaries). TDK will give Imation
reasonable notice of any Supply Constraint Situation that may affect the supply of Products to
Imation or any of its Subsidiaries which TDK has an obligation to supply under Section 4.1(c) (the
“Supply Constraint Product”). TDK will use commercially reasonable efforts to give priority to
orders for Supply Constraint Products other than those that are LTO Products from Imation and its
Subsidiaries over orders from TDK’s other customers, subject to pre-existing commitments by TDK,
during a Supply Constraint Situation; provided that Imation and its Subsidiaries, in the aggregate,
are the largest customer of TDK by revenue and volume for the Supply Constraint Product in the six
(6)-month period preceding TDK’s notice of a potential Supply Constraint Situation. Imation may,
upon reasonable advance written notice to TDK, request that TDK allocate a Supply Constraint
Product among Imation and its Subsidiaries; provided, that the total allocation for Imation and its
Subsidiaries will not be increased or decreased thereby. In the event of a Supply Constraint
Situation which is not caused in significant part by demand from Imation and its Subsidiaries, (i)
the parties will negotiate in good faith a plan to alleviate the Supply Constraint Situation,
including without limitation extending shipment dates, prioritizing certain Purchase Orders for the
Supply Constraint Product and similar actions and (ii), if the parties are unable to agree upon
such a plan with respect to such Supply Constraint Product, Imation will have a right to the extent
TDK is unable to meet its commitments under Section 4.1(c) to purchase Supply Constraint Products
from third parties for the duration of the Supply Constraint Situation and a reasonable transition
period thereafter. Notwithstanding anything else in this Agreement or otherwise, the above
priority and right to purchase Supply Constraint Products from a third party will be Imation’s sole
remedy and TDK’s sole liability for shipment delays and failure to supply any Product during a
Supply Constraint Situation and all of TDK’s obligations
under this Agreement shall be expressly subject to the terms and conditions set forth in this
Section 4.6.



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5. Pricing




     5.1 Product Prices. From the Effective Date through September 30, 2007, TDK will sell
the Products to Imation and its Subsidiaries at the prices set forth on Exhibit II (the “Initial
Product Prices”). Thereafter, the parties will determine the prices of the Products in accordance
with the pricing methodology set forth on Exhibit III.



     5.2 Post-Effective Date Adjustment to Initial Product Prices



          (a) Imation will have the right to have its independent accountants inspect, upon reasonable
advance notice and during normal business hours for a period of not more than twenty (20) Business
Days after the Effective Date, TDK’s accounts and other records solely for the purpose of
confirming that the Initial Product Prices were determined materially in accordance with the
pricing methodology set forth on Exhibit II. Subject to Imation and its independent accountants’
agreement to abide by reasonable confidentiality covenants, TDK shall make its accounts and other
records used in preparing the Initial Product Prices available to Imation’s independent accountants
at reasonable times and upon reasonable notice in connection with the resolution by Imation and TDK
of any objections to the Initial Product Prices.



          (b) If Imation has any objections to the Initial Product Prices based on the review of its
independent accountants, Imation will deliver a written statement describing in reasonable detail
such objections to TDK within thirty (30) days of the Effective Date. Imation and TDK shall
attempt in good faith to resolve any such objections. If Imation and TDK do not reach a resolution
of all objections within thirty (30) days after TDK has received a statement of objections from
Imation, they shall submit the issues to the Strategic Relationship Committee for resolution.



          (c) If the Strategic Relationship Committee does not resolve all Imation’s objections to the
Initial Product Prices within thirty (30) days of submission of the objections by either party to
the Strategic Relationship Committee, then the parties shall submit the unresolved issues to
Deloitte Touche Tohmatsu (the “Independent Accountants”) for resolution. The Independent
Accountants shall be directed to determine whether Imation’s objections would require any change to
the Initial Product Prices in accordance with the pricing methodology set forth on Exhibit II. The
parties shall provide to the Independent Accountants, within twenty (20) Business Days after its
retention, a definitive statement of the position of each party with respect to each unresolved
objection and shall advise the Independent Accountants that the parties accept the accounting firm
as the appropriate Person to interpret this Agreement for all purposes relevant to the resolution
of the unresolved objections. Subject to reasonable confidentiality covenants, TDK shall provide
the Independent Accountants access to the books, records, accounts and other records to the extent
used in preparing the Initial Product Prices to the extent necessary to resolve any unresolved
objections. The parties shall request the Independent Accountants to carry out a review of the
unresolved objections and prepare a written statement of its determination regarding each
unresolved objection together with its calculation of the Final Initial Product Prices (as defined
below) based on its resolution of the parties’ objections (the “Independent Accountant’s
Determination”) within thirty (30) days. The Independent Accountant’s Determination shall be set
forth in writing and shall be conclusive and binding upon the
parties. If Imation and TDK submit any unresolved objections to the Independent Accountants
for resolution as provided in this section, (i) each of the parties shall bear its own costs and
expenses and (ii) the fees and expenses of the Independent Accountants shall be borne equally by
the parties.



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          (d) After the date on which the final Initial Product Prices (the “Final Initial Product
Prices”) shall have been finally determined pursuant to this Section 5.2:



               (i) Within seven (7) days the parties will revise Exhibit II to reflect the Final Initial
Product Prices;



               (ii) If any of the Final Initial Product Prices exceeds the Initial Product Price for the
corresponding Product and Imation or its Subsidiaries has paid TDK any amounts based on such
Initial Product Price, within thirty (30) days Imation will pay to TDK an amount equal to the
difference between (a) the aggregate amount Imation and its Subsidiaries would have paid based on
the Final Product Prices and (b) the aggregate amount paid by Imation and its Subsidiaries based on
the Initial Product Prices; and



               (iii) If any of the Final Initial Product Prices is less than Initial Product Price for the
corresponding Product and Imation or its Subsidiaries has paid TDK any amounts based on such
Initial Product Price, within thirty (30) days TDK shall pay to Imation an amount equal to the
difference between (a) the aggregate amount paid by Imation and its Subsidiaries based on the
Initial Product Prices and (b) the aggregate amount Imation and its Subsidiaries would have paid
based on the Final Product Prices.



     5.3 Delivery Costs. All prices will be delivery CIF (INCOTERMS 2000) to the port
named by Imation or its Subsidiary, as the case may be, in the applicable Purchase Order forwarded
pursuant to Section 4.2. If Imation or any of its Subsidiaries requests delivery to a port other
than those listed on Exhibit IV, then Imation or such Subsidiary will be responsible for any
additional export, shipping, insurance and other costs that are in excess of the cost of delivery
CIF (INCOTERMS 2000) to the nearest port listed on Exhibit IV; provided, that Imation may designate
two (2) of the five (5) ports listed on Exhibit IV for Mexico, Central America and South America
(collectively, “Latin America”) as Imation’s primary ports in Latin America (the “Primary Latin
American Ports”), and only the Primary Latin American Ports will be considered to be ports listed
in Exhibit IV for purposes of allocating the costs of delivery under this Section 5.3. The Primary
Latin American Ports will be Buenos Aires, Argentina, and Vitoria, Brazil, on the Effective Date.
From time to time, Irene may change the Primary Latin American Ports to different Latin American
ports listed on Exhibit IV by written notice to Titan, which notice will be effective as the first
day of the month following delivery of the notice. Imation shall, and shall cause its Subsidiaries
to, use good faith commercial efforts to request in a Purchase Order that any single shipment to
any particular port in Latin America or the United States be in container or greater quantities, to
the extent consistent with business circumstances. If, at any given time, the monthly quantities
of Products being delivered to Latin America merit consideration of increasing the number of
Primary Latin American Ports, Imation and TDK shall consider in good faith a request from Imation
to increase the number of Primary Latin American Ports to a maximum of five (5).



     5.4 Resale Prices. Imation and its Subsidiaries will be solely responsible for
determining their resale prices for the Products.



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     5.5 Payment. TDK will invoice Imation or its Subsidiaries for Products shipped under
this Agreement at the time of shipment. Unless otherwise agreed, invoices shall be payable in U.S.
Dollars within ninety (90) days after the date of shipment. In addition to and not in
lieu or limitation of any other remedies TDK may have, if Imation fails to pay invoices when due
under this Agreement TDK may request and the Strategic Relationship Committee will consider in good
faith imposing on Imation additional terms, including but not limited to interest for late
payments, reduced payment periods for future shipments, suspensions of shipment and other potential
remedies.



     5.6 Taxes.



          (a) The Product prices, as determined by the parties in accordance with Exhibit III, are
exclusive of, and Imation shall pay, any present or future national, state or local sales, use,
excise or similar tax, levy, impost, fee, assessment, deduction, charge or foreign shipping
charges, including without limitation forwarding, agent or brokerage fees, consular invoices,
document fees and duties imposed on any payment by any taxing or other authority (any of the
foregoing charges, a “Tax”), except to the extent of TDK’s obligation to pay any Taxes according to
delivery CIF (INCOTERMS 2000) to the port named by Imation or its Subsidiary, as the case may be,
in the applicable Purchase Order forwarded pursuant to Section 4.2.



          (b) Any amounts payable under any provision of this Agreement by Imation and its Subsidiaries
shall be paid without deduction or withholding for or on account of any Taxes. If Imation or its
Subsidiary is required by law to deduct or withhold any Tax from or in respect of any amount
payable hereunder to TDK other than Taxes payable by TDK under this Agreement: (i) Imation or such
Subsidiary shall pay the relevant taxing or other authority the minimum amount necessary to comply
with the applicable law; (ii) Imation or such Subsidiary shall make such payment prior to the date
on which interest or penalty is attached thereto; and (iii) the amount payable hereunder shall be
increased as may be necessary so that after Imation or such Subsidiary makes all required
deductions or withholdings, TDK shall receive an amount equal to the amount it would have received
had no such deductions or withholdings been made.



          (c) Neither TDK, on the one hand, nor Imation and its Subsidiaries, on the other hand, shall
be responsible for taxes assessed on the other party’s net income.



6. Quality




     6.1 Inspection. TDK will use commercially reasonable efforts to inspect and sort all
Products and ship to Imation Products conforming to all applicable warranties. Imation, however,
reserves the right to inspect, upon reasonable advance notice and during normal business hours a
reasonable number of times per year and subject to reasonable confidentiality and other
restrictions, TDK’s facilities for manufacturing the Products.



     6.2 Acceptance. Imation, and any Imation Subsidiary ordering Products hereunder, will
have the right, at its expense, to inspect and test units of the Products for a period of
forty-five (45) days beginning on delivery by TDK at the CIF point (the “Acceptance Period”) and to
accept or reject, on a per-unit basis, the Products based on whether the Products comply with the
warranties set forth in Section 9. Imation will be deemed to have accepted the Products unless TDK
receives written notice of rejection, specifying the units rejected and the basis therefore, within
the Acceptance Period; provided
that acceptance by Imation or its Subsidiaries under this Section 6.2 will not constitute a
waiver of the warranties and remedies in Section 9. If Imation rejects non-conforming Products,
the parties will determine by mutual agreement whether credit, repair or replacement is the
appropriate remedy. Any return of non-conforming goods by Imation as provided in the foregoing
will be via TDK’s return materials authorization (“RMA”) process. TDK will bear all costs of
transportation and risk of loss for shipment of nonconforming Products to and from Imation or its
Subsidiaries and Imation will bear all other costs of transportation and risk of loss for shipment
of conforming Products to and from Imation or its Subsidiaries.



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     6.3 Quality Management. TDK will participate on a non-binding basis only in Imation’s
Total Quality Management programs upon request by Imation. The parties will mutually agree on an
initial quality plan implementing such programs (the “Quality Plan”). The parties acknowledge and
agree that any quality programs and the Quality Plan, and any criteria, targets and goals in
connection with any of the foregoing, are not binding in any way and will not affect in any manner
TDK’s obligations in connection with this Agreement or otherwise, including without limitation the
warranties set forth in Section 9 and the Product Specifications.



7. Packaging and Labeling




     7.1 Packaging Specifications. All Products sold by TDK to Imation or its Subsidiaries
will comply with the labeling, artwork and packaging specifications set forth on Exhibit VI
(collectively, the “Packaging Specifications”), which may be amended, modified or supplemented only
by mutual written agreement of TDK and Imation. TDK will purchase sufficient quantities of
packaging supplies, artwork and/or labeling in order to supply Products in accordance with the
Packaging Specifications and agreed lead times. TDK will own all packaging supplies until they are
shipped with the Products.



     7.2 Use of Trademarks. TDK and Imation will work together to ensure that the
Packaging Specifications will at all times be in compliance with the Quality Guidelines.



8. Product Technical and Customer Support




     TDK will provide third-level technical support, i.e., engineering rather than direct customer
or day-to-day Product support.



9. Warranties




     9.1 Compliance with Laws, etc. TDK and Imation each agrees to comply with all laws,
regulations, ordinances and rules that pertain to its business. In addition, TDK represents and
warrants that Products sold to Imation under this Agreement will have been manufactured and sold in
compliance with Restriction of the use of certain Hazardous Substances in electrical and electronic
equipment in the European Union (“RoHS”) and certain other laws, regulations, ordinances and rules
agreed upon by the parties in writing from time to time (collectively, “Rules”). Upon request,
each party will reasonably cooperate with the other regarding compliance with the Rules. TDK will
also ensure that the results of any changes or modifications to the Products as permitted under
this Agreement will comply with the Rules and TDK will use commercially reasonable efforts to
minimize any adverse effect of such change. Imation will not unreasonably withhold its consent to
changes or modifications intended to ensure such compliance.



10









 





     9.2 Additional Warranties. TDK represents and warrants that for a period of eighteen
(18) months from the date of delivery to the CIF point, the Products (i) are free from material
defects in materials and workmanship; and (ii) conform to all Product Specifications and Packaging
Specifications. The foregoing warranties shall not apply to any Products that are defective in
whole or in part because of: (a) accident, abuse, misuse, negligence, modification, or improper
maintenance (including static discharge, improper installation, repair, or accident) except when
done by TDK; (b) a product, service or subcomponent (within a Product) that a vendor or supplier
required or controlled by Imation or any of its Subsidiaries provides, qualifies, controls, or is
otherwise responsible for; or (c) use or storage in an environment other than an environment
specified in the Product Specifications.



     9.3 Remedies. If any Product fails to meet the warranties given in this Section 9,
TDK will, as agreed with Imation or its Subsidiary, provide a credit for, repair or replace the
nonconforming Product within a reasonable time after written notification of the nonconformity and
return of the Product via TDK’s RMA process to TDK. TDK will bear all costs of transportation and
risk of loss for shipment of nonconforming Products to and from Imation or its Subsidiaries and
Imation will bear all other costs of transportation and risk of loss for shipment of conforming
Products to and from Imation or its Subsidiaries. Acceptance by Imation or its Subsidiaries of
delivery of any Product or payment therefor will not constitute a waiver of any warranty under this
Agreement.



     9.4 Disclaimer of Other Warranties. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS
SECTION 9 (WARRANTIES), TDK DOES NOT PROVIDE AND HEREBY DISCLAIMS TO THE MAXIMUM EXTENT ALLOWED
UNDER APPLICABLE LAW ALL WARRANTIES (EXPRESS, IMPLIED OR OTHERWISE) RELATING TO THE PRODUCTS,
PRODUCT SPECIFICATIONS, OR OTHER INFORMATION PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY
IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND
ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. IN
ADDITION, THE REMEDIES SET FORTH IN THIS SECTION 9 CONSTITUTE THE SOLE AND COMPLETE RIGHTS AND
REMEDIES OF IMATION AND ITS SUBSIDIARIES AND SOLE OBLIGATION AND LIABILITY OF TDK FOR BREACH OF THE
WARRANTIES IN THIS SECTION 9.



10. Indemnification




     10.1 Product Liability. Each party will indemnify and hold harmless the other party,
its Subsidiaries and their respective directors, officers, employees, contract workers and agents
against any Loss arising from or relating to any Third-Party Action alleging any injury to or death
of any person or damage to or destruction of property resulting from any defect in a Product caused
by the indemnifying party’s defective materials or workmanship or negligent, reckless or willful
act or omission, but specifically excluding defects caused by a negligent, reckless or willful act
or omission of the other party, its Subsidiary or any of their respective employees, contract
workers, agents or other representatives.



     10.2 Intellectual Property. TDK will indemnify and hold harmless Imation, its
Subsidiaries and their respective directors, officers, employees, contract workers and agents
(collectively, “Imation Indemnified Parties”) against any Loss arising from or relating to any
Third-Party Action alleging that any Product as supplied by TDK and except with respect to the TDK
Trademarks infringes or misappropriates any patent, copyright, trademark, trade
secret or other intellectual property right of any third party; provided, however, that TDK
will have no indemnification obligation under this Section 10.2: (a) if the alleged infringement
or misappropriation is primarily attributable to the designs or specifications of Imation except to
the extent that such designs or specifications (i) are TDK’s specifications or designs for the
particular Product in question or (ii) are required for compliance with a then-current industry
standard established by a recognized standards organization; (b) to the extent that the Third-Party
Action arises from or is caused by any modification of a Product by Imation or a third party not
authorized by TDK; or (c) to the extent that the Third-Party Action would have been avoided but for
the combination, operation, or use of the Product with devices, parts, software or other materials
not supplied or approved by TDK. Except to the extent TDK is obligated to indemnify any Imation
Indemnified Parties pursuant to this Section 10.2, Imation will indemnify and hold harmless and
defend TDK, its Subsidiaries or their respective directors, officers, employees, contract workers
and agents against any Loss arising from or relating to any Third-Party Action alleging that any
Product supplied by TDK and resold by Imation or its Subsidiaries infringes or misappropriates any
patent, copyright, trademark, trade secret or other intellectual property right of any third party.



11









 





     10.3 Claims. The party entitled to be indemnified (the “Indemnified Party”) will give
prompt written notice to the party liable for such indemnification (the “Indemnifying Party”) of
any Third-Party Action which is reasonably anticipated to give rise to any claim for which
indemnification may be required under this Agreement; provided, however, that the failure of the
Indemnified Party to provide such notice will not affect the Indemnifying Party’s obligations under
this Section 10 if such failure does not materially prejudice the Indemnifying Party. If the
Indemnified Party notifies the Indemnifying Party of a Third-Party Action against the Indemnified
Party that the Indemnifying Party acknowledges is a Third-Party Action for which it must indemnify
the Indemnified Party under this Supply Agreement, the Indemnifying Party will be entitled to
assume the defense and control of the Third-Party Action at its own cost and expense; provided,
however, that the Indemnified Party (as applicable) will have the right to be represented by its
own counsel at its own cost in such matters. Neither Imation nor TDK may concede, settle or
compromise any Third-Party Action without the consent of the other party, such consents not to be
unreasonably withheld or delayed. Each party will reasonably cooperate with the other party and
its counsel in the course of the defense of any the Third-Party Action, such cooperation to include
without limitation using reasonable efforts to provide or make available documents, information and
witnesses.



11. Confidentiality




     11.1 Definition. “Confidential Information” means all information disclosed by one
party to the other party (the “Recipient”) (in writing, orally or in any other form) that is (i)
designated, at or before the time of disclosure, as confidential and (ii) the Product
Specifications; the specifications for any new version of a Product or any new Removable Recording
Media Product or Accessory Product disclosed in connection with Section 3.1; the New Product
Specifications; Imation’s Purchase Orders and forecasts for purchases of the Products; and the
supply price, pricing trends and related information disclosed in connection with Exhibit III. The
party disclosing Confidential Information shall be a “Discloser” and the party receiving
Confidential Information shall be a “Recipient.”



     11.2 Exclusions. Confidential Information does not include information or material
that (a) is now, or hereafter becomes, through no act or failure to act on the part of the
Recipient, generally known or available; (b) is or was known by the Recipient at or before the
time such information or material was received from the Discloser; (c) is furnished to the
Recipient by a third party that is not under an obligation of confidentiality to the Discloser with
respect to such information or material; or (d) is independently developed by the Recipient. For
the avoidance of doubt, nothing in this Section 11.2 shall modify or limit in any way TDK’s
obligations in the Acquisition Agreement with respect to Confidential Information (as such term is
defined in the Acquisition Agreement).



12









 





     11.3 Restrictions on Use. During the term of this Agreement and for a period of three
(3) years thereafter, the Recipient shall hold Confidential Information in confidence and shall not
disclose to third parties or use such information for any purpose whatsoever other than as
necessary in order to fulfill its obligations or exercise its rights under this Agreement. The
Recipient shall take all reasonable measures to protect the confidentiality of the Discloser’s
Confidential Information in a manner that is at least protective as the measures it uses to
maintain the confidentiality of its own Confidential Information of similar importance.
Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information:
(a) to employees and consultants that have a need to know such information, provided that each such
employee and consultant is under a duty of nondisclosure that is consistent with the
confidentiality and nondisclosure provisions herein; and (b) to the extent the Recipient is legally
compelled to disclose such Confidential Information, provided that if permitted by applicable law
and regulations the Recipient shall give advance notice of such compelled disclosure to the
Discloser, and shall cooperate with the Discloser in connection with any efforts to prevent or
limit the scope of such disclosure and/or use of the Confidential Information.



12. Guaranty




     12.1 Guaranty. Imation hereby irrevocably and unconditionally guarantees to TDK the
punctual performance and payment of all the obligations and liabilities of each of its Subsidiaries
under any Purchase Orders submitted in connection with this Agreement (the “Guaranteed
Obligations”), when and as due, and agrees that if for any reason whatsoever any of Imation’s
Subsidiaries fails to or is unable to duly, punctually and fully perform or pay any of the
Guaranteed Obligations when and as due, upon notice in writing from TDK to Imation, Imation shall
promptly perform or pay each and every such Guaranteed Obligation.



     12.2 Absolute Nature. The guaranty provided by Imation under this Section 12 is an
absolute, irrevocable, unconditional and continuing guarantee of the prompt and complete payment
and performance of the Guaranteed Obligations, and Imation guarantees that the Guaranteed
Obligations will be paid and performed strictly in accordance with their terms, in every case
irrespective of (and Imation hereby unconditionally and irrevocably waives any defense arising out
of or in respect of):



          (a) the amendment of or extension of time for the payment or performance of any Guaranteed
Obligation; the waiver, compromise, settlement or release of any Guaranteed Obligation; or the
extension, renewal, waiver of, or failure to exercise any right, remedy, power or privilege with
respect to any Guaranteed Obligation;



          (b) the failure to give notice to any of Imation’s Subsidiaries or other Person (other than
Imation) of a breach of any Guaranteed Obligation;



          (c) the bankruptcy, insolvency, dissolution or liquidation of any of Imation’s Subsidiaries,
Imation, or other Person; any proceeding, voluntary or involuntary,
with respect thereto; or the discharge, disaffirmance or rejection of any Guaranteed
Obligation or agreement or instrument relating thereto;



13









 





          (d) any merger, consolidation or other reorganization to which any of Imation’s Subsidiaries,
Imation or any other Person is a party, or any change, whether direct or indirect, in Imation’s
relationship with any of its Subsidiaries, including any such change by reason of any merger or any
sale, transfer, issuance, or other disposition of any stock of or other equity interest in such
Subsidiary;



          (e) the existence, validity, enforceability, or extent of any security or collateral for or
guarantee of the Guaranteed Obligations; the failure to create, preserve or perfect any such
security, collateral or guarantee; any substitution, modification, exchange, release, settlement or
compromise of any such security, collateral or guarantee; or the failure to apply any such security
or collateral or to enforce such guarantee;



          (f) any inability to recover in full the Guaranteed Obligations by operation of law or for any
other reason; or



          (g) any other circumstance, event or happening whatsoever, whether foreseen or unforeseen and
whether similar or dissimilar to anything referred to above in this Section 12, that constitutes,
or might be construed to constitute, a legal or equitable defense available to, or result in the
discharge of, a surety or guarantor (other than payment and performance in full of the Guaranteed
Obligations in accordance with their terms).



     12.3 Available Defenses. Nothing in this Section 12 shall constitute a waiver or
limitation of any defense available to (a) any of Imation’s Subsidiaries to performance under any
Purchase Order submitted in connection with this Agreement or (b) Imation in its capacity as
primary obligor under (but not as guarantor of) any such Purchaser Order pursuant to Section 4.2 of
this Agreement or otherwise.



     12.4 Reinstatement. The obligations of Imation under this Section 12 shall continue
to be effective or be reinstated, as the case may be, if at any time any payment, or any part
thereof, to TDK by any of Imation’s Subsidiaries, Imation or any other Person is rescinded or must
otherwise be returned by TDK upon the insolvency, bankruptcy, reorganization, dissolution,
liquidation or other similar proceeding affecting any such Person or otherwise, all as though such
payment had not been made.



     12.5 Not Guaranty of Collection Only. The guaranty provided by Imation under this
Section 12 is a guaranty of due and punctual payment and performance, and not merely of collection,
and the obligations of Imation under this Section 12 shall not be conditioned or contingent upon
the pursuit by TDK at any time of any right or remedy against any of Imation’s Subsidiaries or any
other Person which may be or become liable in respect of all or any part of the Guaranteed
Obligations.



     12.6 Waivers. Imation hereby unconditionally and irrevocably waives: (a) any and all
notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations;
(b) promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or
nonpayment and all other notices to or upon any of Imation’s Subsidiaries, Imation or any other
Person with respect to the Guaranteed Obligations; and (c) any requirement that any proceeding be
brought against any of its Subsidiaries or any requirement to exhaust any right, power or remedy or
to proceed against any of its
Subsidiaries or against any other Person which may be or become liable in respect of all or
any part of the Guaranteed Obligations, prior to any action against Imation under the terms of this
Section 12.



14









 





     12.7 Subrogation. Until the final payment and performance in full of all of the
Guaranteed Obligations owed by any of Imation’s Subsidiaries: (a) Imation shall not exercise any
rights against such Subsidiary arising as a result of payment or performance by Imation under this
Section 12 by way of subrogation, reimbursement, restitution, contribution or otherwise, and shall
not prove any claim in competition with TDK in respect of any such payment or performance in any
proceeding; (b) Imation shall not claim setoff, recoupment or counterclaim against such Subsidiary
in respect of any liability of Imation to such Subsidiary; and (c) Imation waives any benefit of
and any right to participate in any collateral security that may be held on account of the
Guaranteed Obligations.



     12.8 No Obligation to File Claim. TDK shall not be obligated to file any claim
relating to the Guaranteed Obligations owing to it by any of Imation’s Subsidiaries in the event
that any such Subsidiary becomes subject to a bankruptcy, reorganization, or a similar proceeding,
and the failure to so file shall not affect Imation’s obligations hereunder.



13. Term and Termination




     13.1 Term. The Supply Agreement will commence as of the Effective Date and remain in
effect for the greater of five (5) years or for so long as TDK manufactures and continues to sell
any Products.



13.2 Termination. Notwithstanding anything to the contrary in Section 13.1,




          (a) TDK may terminate this Agreement by giving written notice in the event that Imation is in
breach of its obligation to pay any amount due and not disputed in good faith by Imation or portion
of any amount due and not disputed in good faith by Imation and has failed to cure such breach
within thirty (30) days of receipt of a written notice from TDK specifying the nature of such
breach; and



          (b) either Imation or TDK may terminate this Agreement by giving written notice to the other
(i) in the event that the other party is in material breach of this Agreement other than the
breaches covered in (a) and has failed to cure such breach within ninety (90) days of receipt of a
written notice from the first party specifying the nature of such breach; or (ii) upon any of the
following:



               (i) the filing by the other party of a petition in bankruptcy or insolvency;



               (ii) any adjudication that the other party is bankrupt or insolvent;



               (iii) the filing by the other party of any legal action or document seeking reorganization,
readjustment or arrangement of such party’s business under any law relating to bankruptcy or
insolvency;



               (iv) the appointment of a receiver for all or substantially all of the property of the other
party;



15









 





               (v) the making by the other party of any assignment for the benefit of creditors; or



               (vi) sixty (60) days after the institution of any proceedings for the liquidation or winding
up of the business of, or for the termination of the corporate charter of, the other party if such
proceedings are not dismissed such sixty (60) day period; and



          (c) either Imation or TDK may terminate this Agreement by giving written notice to the other
in the event that the TDK Brand License or the OUS License, or both, is terminated for any reason.



     13.3 Effect of Termination. In the event of termination of this Agreement for any
reason, the parties will have the following rights and obligations:



          (a) Expiration or termination of this Agreement will not release any party from the obligation
to make payment that has accrued prior to such expiration or termination, including, without
limitation, any obligation to pay any amount which is owing but unpaid or became due and payable
under this Agreement prior to such expiration or termination.



          (b) The non-breaching party will have the right to cancel any or all accepted Purchase Orders
which provide for shipment after the effective date of termination;



          (c) The parties’ obligations under Sections 9 through 14 will survive termination of this
Agreement; and



          (d) Except as provided in Section 13.3 and without prejudice to any other remedies which
either party may have for any breach of this Agreement, no party will be entitled to any
compensation or payment from the other as a result of such termination.



14. General




     14.1 Products not in Inventory. Any Products supplied by TDK to Imation or its
Subsidiaries after the Effective Date pursuant to binding purchase orders submitted by the Acquired
Entities prior to the Effective Date that are not in Inventory shall be subject to the warranties
given in Section 9 and the indemnification obligations in Section 10, except that, for purposes of
such Products, Product Specifications and Packaging Specifications referenced in Section 9.2 shall
be the actual published specifications and packaging specifications, respectively, for such
Products as of the date of the applicable binding purchase order.



     14.2 Force Majeure. Except for the payment of monies due hereunder, neither party
shall be responsible or have any liability for any delay or failure to perform to the extent due to
unforeseen circumstances or causes beyond its reasonable control, including, without limitation,
acts of God, earthquake, fire, flood, embargoes, labor disputes and strikes, riots, war, and acts
of civil and military authorities (each, a “Force Majeure”); provided that such party gives the
other party prompt written notice of the failure to perform and the reason therefor and uses its
reasonable efforts to limit the resulting delay in its performance; provided, further, that, if
such Force Majeure continues to prevent or delay performance of such party for more than one
hundred twenty (120) days, either party may terminate this Agreement with respect to Products
affected by such Force Majeure, effective immediately upon written notice thereof. To the extent
that TDK is unable due to a Force Majeure
affecting TDK to supply Imation or its Subsidiaries with a Product, Imation and its
Subsidiaries may purchase a product comparable to such Product from one or more third parties for
so long as such Force Majeure and for a reasonable transition period thereafter.



16









 





     14.3 No Third Party Beneficiaries. It is not the intention of this Agreement or of
the parties hereto to confer a third party beneficiary right of action upon any third party or
entity whatsoever, and nothing in this Agreement will be construed to confer upon any third party a
right of action under this Agreement or otherwise.



     14.4 Amendment and Waiver. This Agreement may not be amended, a provision of this
Agreement or any default, misrepresentation or breach of warranty or agreement under this Agreement
may not be waived, and a consent may not be rendered, except in a writing executed by the party
against which such action is sought to be enforced. Neither the failure nor any delay by any
Person in exercising any right, power or privilege under this Agreement shall operate as a waiver
of such right, power or privilege, and no single or partial exercise of any such right, power or
privilege shall preclude any other or further exercise of such right, power or privilege or the
exercise of any other right, power or privilege. In addition, no course of dealing between or
among any Persons having any interest in this Agreement shall be deemed effective to modify or
amend any part of this Agreement or any rights or obligations of any Person under or by reason of
this Agreement. The rights and remedies of the parties to this Agreement are cumulative and not
alternative.



     14.5 Notices. All notices and other communications under this Agreement shall be in
writing and shall be deemed given when delivered by hand, upon confirmed receipt of a facsimile
transmission, or two (2) days after being deposited with an overnight courier, to the below address
or such other addresses as a party shall specify in a written notice to the other provided as
contemplated herein.


If to Imation:



Imation Corp.

1 Imation Place

Oakdale, MN 55128, USA

Attn: Vice President, Sourcing

Facsimile No.: +1 (651) 704-5951



With a copy (which shall not constitute notice) to:



Imation Corp.

1 Imation Place

Oakdale, MN 55128, USA

Attn: General Counsel

Facsimile No.: +1 (651) 704-7121



If to TDK:



TDK Corporation

13-1 Nihonbashi 1-chome

Chuo-ku

Tokyo 103-8272

Japan




17









 







Attn:                                      Yoshiaki Hirota

Facsimile No.:                      (81) 3 5201-7135



With a copy (which shall not constitute notice) to:



Morrison Foerster

AIG Building, 11/F

1-3, Marunouchi 1-chome

Chiyoda-ku

Tokyo 100-0005

Attn:                                     Ken Siegel, Esq.

Facsimile No.:                      (81) 3 3214-6522




     14.6 No Assignment or Transfer. No party shall, or shall have the right to, assign,
sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by
operation of law or otherwise, this Agreement or any of its rights or obligations under this
Agreement without the prior written consent of the other parties to this Agreement, each in its
sole discretion; provided, that, in the event of a valid assignment of the TDK Brand License and
the OUS License under Article 10.1 of the TDK Brand License and Article 10.1 of the OUS License in
connection with a transaction constituting a Change of Control (as such term is defined in the TDK
Brand License), and subject to Imation’s compliance with the terms of the TDK Brand License with
respect to such Change of Control, Imation shall have the right to assign this Agreement to the
Person (as such term is defined in the TDK Brand License) to which Imation validly assigned the TDK
Brand License in connection with the transaction constituting such Change of Control. Except as
expressly provided herein, any purported assignment, sale, transfer, sublicense, delegation or
other disposition by any party shall be null and void.



     14.7 Injunctive Relief. Imation acknowledges that a breach by it of its obligations
under this Agreement may cause TDK irreparable damage. Accordingly, Imation agrees that in the
event of such breach or threatened breach, in addition to remedies at law, TDK shall have the right
to seek injunctive or other equitable relief, without the necessity of posting any bond or other
security, to prevent Imation’s violations of its obligations hereunder. TDK acknowledges that a
breach of its obligations under this Agreement may cause Imation irreparable damage. Accordingly,
TDK agrees that in the event of such breach or threatened breach, in addition to remedies at law,
Imation shall have the right to seek injunctive or other equitable relief, without the necessity of
posting any bond or other security, to prevent TDK’s violations of its obligations hereunder.



     14.8 Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.



     14.9 Complete Agreement. This Agreement and the Acquisition Agreement contain the
complete agreement between the parties and supersede any prior understandings, agreements or
representations by or between the parties, written or oral.



     14.10 Counterparts. This Agreement may be executed in one or more counterparts, any
one of which need not contain the signatures of more than one party, but all such
counterparts taken together shall constitute one and the same instrument. A facsimile
signature shall be considered an original signature.



18









 





     14.11 Governing Law. This Agreement shall be governed by the laws of the State of New
York, USA, which shall be the proper law hereof notwithstanding any rule or principle of conflict
of laws under which any other body of law would be made applicable. The U.N. Convention on the
International Sale of Goods shall not apply to, and is expressly excluded from, the purchase, sale
and supply of Products under this Agreement.



     14.12 Dispute Resolution. To the extent that any dispute, controversy or claim
between the parties arising out of, relating to, or in connection with this Agreement (including as
to any breach, termination or validity hereof or thereof) cannot be solved amicably, either party
may provide notice to the other that such dispute, controversy or claim is to be referred to the
Strategic Relationship Committee and resolved as set forth in the TDK Brand License.



     14.13 Jurisdiction. Each of the parties submits to the exclusive jurisdiction of any
state or federal court sitting at New York, New York in any action or proceeding arising out of or
relating to this Agreement and agrees that all claims in respect of the action or proceeding may be
heard and determined in any such court. Each party also agrees not to bring any action or
proceeding arising out of or relating to this Agreement in any other court. Each of the parties
waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought
and waives any bond, surety or other security that might be required of any other party with
respect to any such action or proceeding.



     14.14 Interpretation. The various headings in this Agreement are inserted for
convenience only and shall not affect the meaning or interpretation of this Agreement or of any
article, section or provision of this Agreement. Except as otherwise expressly stated, any
reference to an Article, Section or Exhibit shall mean the corresponding article or section of, or
exhibit to, this Agreement.



     14.15 Limitation of Consequential Damages and Liability. Except to the extent of a
party’s indemnification obligations pursuant to Section 10 (Indemnification) or with respect to any
breach of Section 11 (Confidentiality), as the case may be, in no event shall a party, its
affiliates or any of its or their directors, officers, employees or agents be responsible or liable
for any indirect, incidental, consequential, special, exemplary or punitive damages, or for any
loss of profits, loss of revenue, loss resulting from interruption of business or loss of use or
data, even if such party, its affiliates or any of their directors, officers, employees or agents
has been advised of the possibility of such damages and notwithstanding any failure of essential
purpose of any limited remedy of any kind, under any contract, negligence, strict liability or
other theory, arising out of or relating in any way to this Agreement or its implementation.
Except to the extent of a party’s indemnification obligations pursuant to Section 10, as the case
may be, in no event shall the total collective liability of such party, its affiliates and any of
its or their directors, officers, employees and agents arising out of or relating in any way to
this Agreement or its implementation exceed the price, to Imation or its Subsidiaries, as the case
may be, of the Products that are the subject of the claim. Each party has a duty to mitigate the
damages that would otherwise be recoverable from the other party pursuant to this Agreement by
taking appropriate and reasonable actions to reduce or limit the amount of any such damages.



[The remainder of this page is intentionally left blank]




19









 





     IN WITNESS WHEREOF, Imation and TDK have executed this Supply Agreement as of the Effective
Date.



	 	 	 	 	 	 	 	 	 
	IMATION CORP.	 	 	 	TDK CORPORATION
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ John L. Sullivan
	 	 	 	By:
	 	/s/ Shiro Nomi
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	John L. Sullivan
	 	 	 	Name:
	 	Shiro Nomi
	Title:

	 	Senior Vice President,
General Counsel & 
Corporate Secretary
	 	 	 	Title:
	 	Senior Vice President






	 	 	 	 	 
	List of Exhibits	 	 
	Exhibit I

	 	–
	 	Products
	 
	 	 	 	 
	Exhibit II

	 	–
	 	Initial Product Prices
	 
	 	 	 	 
	Exhibit III

	 	–
	 	Product Pricing Formula
	 
	 	 	 	 
	Exhibit IV

	 	–
	 	Delivery Ports
	 
	 	 	 	 
	Exhibit V

	 	–
	 	Product Specifications
	 
	 	 	 	 
	Exhibit VI

	 	–
	 	Packaging Specifications
	 
	 	 	 	 
	Exhibit VII

	 	–
	 	TDK Product Categories






Supply Agreement

Signature Page















 





EXHIBIT I




Products




	 	 	 	 	 	 	 	 	 
	Product	 	Region	 	Grade	 	Type	 	Length/Capacity
	 	 	 	 	Compact Cassette	 	 	 	 
	Compact Cassette
	 	Japan	 	AE-G	 	Audio-in Type1	 	10min
	Compact Cassette
	 	Japan	 	AE-G	 	Audio-in Type1	 	20min
	Compact Cassette
	 	Japan	 	AE-G	 	Audio-in Type1	 	30min
	Compact Cassette
	 	Japan	 	AE-G	 	Audio-in Type1	 	46min
	Compact Cassette
	 	Japan	 	AE-G	 	Audio-in Type1	 	60min
	Compact Cassette
	 	Japan	 	AE-G	 	Audio-in Type1	 	90min
	Compact Cassette
	 	Japan	 	AE-G	 	Audio-in Type1	 	120min
	Compact Cassette
	 	Japan	 	AE-G	 	Audio-in Type1	 	150min
	Compact Cassette
	 	Japan	 	RK	 	Audio-in Type1	 	10min
	Compact Cassette
	 	Japan	 	RK	 	Audio-in Type1	 	60min
	Compact Cassette
	 	Japan	 	RK	 	Audio-in Type1	 	80min
	Compact Cassette
	 	Japan	 	RK	 	Audio-in Type1	 	90min
	Compact Cassette
	 	Japan	 	RK	 	Audio-in Type1	 	120min
	Compact Cassette
	 	Japan	 	MY&OUR	 	Audio-in Type1	 	10min
	Compact Cassette
	 	Japan	 	MY&OUR	 	Audio-in Type1	 	20min
	Compact Cassette
	 	Japan	 	CD1-U	 	Audio-in Type1	 	10min
	Compact Cassette
	 	Japan	 	CD1-U	 	Audio-in Type1	 	46min
	Compact Cassette
	 	Japan	 	CD1-U	 	Audio-in Type1	 	50min
	Compact Cassette
	 	Japan	 	CD1-U	 	Audio-in Type1	 	54min
	Compact Cassette
	 	Japan	 	CD1-U	 	Audio-in Type1	 	60min
	Compact Cassette
	 	Japan	 	CD1-U	 	Audio-in Type1	 	64min
	Compact Cassette
	 	Japan	 	CD1-U	 	Audio-in Type1	 	70min
	Compact Cassette
	 	Japan	 	CD1-U	 	Audio-in Type1	 	74min
	Compact Cassette
	 	Japan	 	CD1-U	 	Audio-in Type1	 	80min
	Compact Cassette
	 	Japan	 	CD1-U	 	Audio-in Type1	 	90min
	Compact Cassette
	 	Japan	 	CD1-U	 	Audio-in Type1	 	120min
	Compact Cassette
	 	Japan	 	CD1-U	 	Audio-in Type1	 	150min
	Compact Cassette
	 	Japan	 	CD2-U	 	Audio-in Type2	 	10min
	Compact Cassette
	 	Japan	 	CD2-U	 	Audio-in Type2	 	46min
	Compact Cassette
	 	Japan	 	CD2-U	 	Audio-in Type2	 	50min
	Compact Cassette
	 	Japan	 	CD2-U	 	Audio-in Type2	 	54min
	Compact Cassette
	 	Japan	 	CD2-U	 	Audio-in Type2	 	60min
	Compact Cassette
	 	Japan	 	CD2-U	 	Audio-in Type2	 	64min
	Compact Cassette
	 	Japan	 	CD2-U	 	Audio-in Type2	 	70min
	Compact Cassette
	 	Japan	 	CD2-U	 	Audio-in Type2	 	74min
	Compact Cassette
	 	Japan	 	CD2-U	 	Audio-in Type2	 	80min
	Compact Cassette
	 	Japan	 	CD2-U	 	Audio-in Type2	 	90min
	Compact Cassette
	 	Japan	 	CD2-U	 	Audio-in Type2	 	120min
	Compact Cassette
	 	Japan	 	CD2-U	 	Audio-in Type2	 	150min
	Compact Cassette
	 	Japan	 	CD2-R	 	Audio-in Type2	 	54min
	Compact Cassette
	 	Japan	 	CD2-R	 	Audio-in Type2	 	60min
	Compact Cassette
	 	Japan	 	CD2-R	 	Audio-in Type2	 	70min
	Compact Cassette
	 	Japan	 	CD2-R	 	Audio-in Type2	 	74min
	Compact Cassette
	 	Japan	 	CD2-R	 	Audio-in Type2	 	90min
	Compact Cassette
	 	Japan	 	CD2-R	 	Audio-in Type2	 	120min
	Compact Cassette
	 	Japan	 	DS2-N	 	Audio-in Type2	 	60min
	Compact Cassette
	 	Japan	 	DS2-N	 	Audio-in Type2	 	80min
	Compact Cassette
	 	Japan	 	DS2-N	 	Audio-in Type2	 	90min
	Compact Cassette
	 	Japan	 	DS2-S	 	Audio-in Type2	 	10min
	Compact Cassette
	 	Japan	 	DS2-S	 	Audio-in Type2	 	60min
	Compact Cassette
	 	Japan	 	DS2-S	 	Audio-in Type2	 	74min
	Compact Cassette
	 	Japan	 	DS2-S	 	Audio-in Type2	 	90min
	Compact Cassette
	 	Japan	 	DS2-S	 	Audio-in Type2	 	120min
	Compact Cassette
	 	Americas	 	AG-X	 	Audio-in Type1	 	60min
	Compact Cassette
	 	Americas	 	AG-X	 	Audio-in Type1	 	90min






1-1









 






	 	 	 	 	 	 	 	 	 
	Product	 	Region	 	Grade	 	Type	 	Length/Capacity
	 	 	 	 	Compact Cassette	 	 	 	 
	Compact Cassette
	 	Americas	 	D-SX	 	Audio-in Type1	 	60min
	Compact Cassette
	 	Americas	 	D-SX	 	Audio-in Type1	 	90min
	Compact Cassette
	 	Americas	 	D-SX	 	Audio-in Type1	 	120min
	Compact Cassette
	 	Americas	 	BASS	 	Audio-in Type1	 	120min
	Compact Cassette
	 	Americas	 	D-ZM YDX	 	Audio-in Type1	 	60min
	Compact Cassette
	 	Americas	 	D-ZM YDX	 	Audio-in Type1	 	90min
	Compact Cassette
	 	Americas	 	D-ZM YDX	 	Audio-in Type1	 	120min
	Compact Cassette
	 	Americas	 	PWE-CX	 	Audio-in Type2	 	90min
	Compact Cassette
	 	Americas	 	PWE-CX	 	Audio-in Type2	 	110min
	Compact Cassette
	 	Americas	 	SA-SX	 	Audio-in Type2	 	60min
	Compact Cassette
	 	Americas	 	SA-SX	 	Audio-in Type2	 	90min
	Compact Cassette
	 	Americas	 	SM-EX	 	Audio-in Type2	 	10min
	Compact Cassette
	 	Americas	 	SM-EX	 	Audio-in Type2	 	20min
	Compact Cassette
	 	Americas	 	SM-EX	 	Audio-in Type2	 	30min
	Compact Cassette
	 	Americas	 	SM-EX	 	Audio-in Type2	 	60min
	Compact Cassette
	 	Americas	 	SM-EX	 	Audio-in Type2	 	90min
	Compact Cassette
	 	Europe	 	D-EB	 	Audio-in Type1	 	60min
	Compact Cassette
	 	Europe	 	D-EB	 	Audio-in Type1	 	90min
	Compact Cassette
	 	Europe	 	D-EB	 	Audio-in Type1	 	120min
	Compact Cassette
	 	Europe	 	FE-EB	 	Audio-in Type1	 	60min
	Compact Cassette
	 	Europe	 	FE-EB	 	Audio-in Type1	 	90min
	Compact Cassette
	 	Europe	 	SA-EB	 	Audio-in Type2	 	60min
	Compact Cassette
	 	Europe	 	SA-EB	 	Audio-in Type2	 	90min
	Compact Cassette
	 	Asia	 	B-CA	 	Audio-in Type1	 	46min
	Compact Cassette
	 	Asia	 	B-CA	 	Audio-in Type1	 	60min
	Compact Cassette
	 	Asia	 	B-CA	 	Audio-in Type1	 	90min
	Compact Cassette
	 	Asia	 	B-CA	 	Audio-in Type1	 	120min
	Compact Cassette
	 	Asia	 	B-CA-S	 	Audio-in Type1	 	46min
	Compact Cassette
	 	Asia	 	B-CA-S	 	Audio-in Type1	 	60min
	Compact Cassette
	 	Asia	 	B-CA-S	 	Audio-in Type1	 	90min
	Compact Cassette
	 	Asia	 	B-CA-S	 	Audio-in Type1	 	120min
	Compact Cassette
	 	Asia	 	D-CA	 	Audio-in Type1	 	46min
	Compact Cassette
	 	Asia	 	D-CA	 	Audio-in Type1	 	60min
	Compact Cassette
	 	Asia	 	D-CA	 	Audio-in Type1	 	90min
	Compact Cassette
	 	Asia	 	D-CA	 	Audio-in Type1	 	120min
	Compact Cassette
	 	Asia	 	D-CAP	 	Audio-in Type1	 	10min
	Compact Cassette
	 	Asia	 	D-CAP	 	Audio-in Type1	 	20min
	Compact Cassette
	 	Asia	 	D-CAP	 	Audio-in Type1	 	46min
	Compact Cassette
	 	Asia	 	D-CAP	 	Audio-in Type1	 	60min
	Compact Cassette
	 	Asia	 	D-CAP	 	Audio-in Type1	 	90min
	Compact Cassette
	 	Asia	 	D-CAP	 	Audio-in Type1	 	120min
	Compact Cassette
	 	Asia	 	SA-CA	 	Audio-in Type2	 	60min
	Compact Cassette
	 	Asia	 	SA-CA	 	Audio-in Type2	 	90min
	Compact Cassette
	 	Asia	 	AE-G	 	Audio-in Type1	 	60min
	Compact Cassette
	 	Asia	 	AE-G	 	Audio-in Type1	 	90min
	Compact Cassette
	 	Asia	 	AE-G	 	Audio-in Type1	 	120min
	 
	 	 	 	Endless Cassette	 	 	 	 
	Endless Cassette1
	 	Americas	 	AE-G	 	Endless Cassette	 	1min
	Endless Cassette *
	 	Americas	 	AE-G	 	Endless Cassette	 	3min
	Endless Cassette *
	 	Americas	 	AE-G	 	Endless Cassette	 	6min
	Endless Cassette *
	 	Japan	 	EC-MA (Endless)	 	Endless Cassette	 	1min
	Endless Cassette *
	 	Japan	 	EC-MA (Endless)	 	Endless Cassette	 	3min
	Endless Cassette *
	 	Japan	 	EC-MA (Endless)	 	Endless Cassette	 	6min
	 
	 	 	 	Micro Cassette	 	 	 	 
	Micro Cassette
	 	Europe	 	EC-MA (Endless)	 	Micro Cassette	 	30min
	Micro Cassette
	 	Europe	 	EC-MA (Endless)	 	Micro Cassette	 	60min
	Micro Cassette
	 	Europe	 	EC-MA (Endless)	 	Micro Cassette	 	90min
	Micro Cassette
	 	Americas	 	D-MC (Micro)	 	Micro Cassette	 	30min








 




			
	1	 	Product to be discontinued in March 2008.





1-2









 





	 	 	 	 	 	 	 	 	 
	Product	 	Region	 	Grade	 	Type	 	Length/Capacity
	Micro Cassette
	 	Americas	 	D-MC (Micro)	 	Micro Cassette	 	60min
	Micro Cassette
	 	Americas	 	D-MC (Micro)	 	Micro Cassette	 	90min
	Micro Cassette
	 	Asia	 	D-MC (Micro)	 	Micro Cassette	 	60min
	Micro Cassette
	 	Asia	 	D-MC (Micro)	 	Micro Cassette	 	90min
	 
	 	 	 	Audio Head Cleaner	 	 	 	 
	 
	 	 	 	HCL (AUDIO DRY	 	 	 	 
	Audio Head Cleaner
	 	Japan	 	CLEANER)	 	Audio Head Cleaner	 	—
	 
	 	 	 	HCL (AUDIO DRY	 	 	 	 
	Audio Head Cleaner
	 	Asia	 	CLEANER)	 	Audio Head Cleaner	 	—
	 
	 	 	 	HCL (AUDIO DRY	 	 	 	 
	Audio Head Cleaner
	 	Europe	 	CLEANER)	 	Audio Head Cleaner	 	—
	 
	 	 	 	DAT	 	 	 	 
	DAT
	 	Americas	 	DAT	 	DAT	 	64min
	DAT
	 	Americas	 	DAT	 	DAT	 	90min
	DAT
	 	Americas	 	DAT	 	DAT	 	120min
	DAT
	 	Japan	 	DAT	 	DAT	 	46min
	DAT
	 	Japan	 	DAT	 	DAT	 	64min
	DAT
	 	Japan	 	DAT	 	DAT	 	74min
	DAT
	 	Japan	 	DAT	 	DAT	 	90min
	DAT
	 	Japan	 	DAT	 	DAT	 	120min
	DAT
	 	Japan	 	DAT	 	DAT	 	180min
	DAT
	 	Europe	 	DAT	 	DAT	 	64min
	DAT
	 	Europe	 	DAT	 	DAT	 	90min
	DAT
	 	Europe	 	DAT	 	DAT	 	120min
	DAT
	 	Europe	 	DAT	 	DAT	 	180min
	DAT
	 	Asia	 	DAT	 	DAT	 	64min
	DAT
	 	Asia	 	DAT	 	DAT	 	90min
	DAT
	 	Asia	 	DAT	 	DAT	 	120min
	DAT
	 	Asia	 	DAT	 	DAT	 	12~16min
	DAT
	 	Asia	 	DAT	 	DAT	 	64min
	DAT
	 	Asia	 	DAT	 	DAT	 	90min
	DAT
	 	Asia	 	DAT	 	DAT	 	120min
	DAT
	 	Asia	 	DAT	 	DAT	 	64min
	DAT
	 	Asia	 	DAT	 	DAT	 	90min
	DAT
	 	Asia	 	DAT	 	DAT	 	120min
	 
	 	 	 	 MiniDV	 	 	 	 
	MiniDV
	 	Europe	 	DVC STD	 	DVC-in STD	 	60min
	MiniDV
	 	Americas	 	DVC STD	 	DVC-in STD	 	60min
	MiniDV
	 	Japan	 	DVC STD	 	DVC-in STD	 	60min
	MiniDV
	 	Europe	 	DVC STD	 	DVC-in STD	 	30min
	MiniDV
	 	Europe	 	DVC STD	 	DVC-in STD	 	60min
	MiniDV
	 	Asia	 	DVC STD	 	DVC-in STD	 	60min
	MiniDV
	 	Europe	 	DVC STD	 	DVC-in Thermal Printed	 	60min
	MiniDV
	 	Japan	 	DVC STD	 	DVC-in Thermal Printed	 	60min
	MiniDV
	 	Europe	 	DVC STD	 	DVC-in Thermal Printed	 	60min
	MiniDV
	 	Asia	 	DVC STD	 	DVC-in Thermal Printed	 	60min
	MiniDV
	 	Europe	 	DVC MASTER	 	DVC-in MASTER	 	60min
	MiniDV
	 	Japan	 	DVC MASTER	 	DVC-in MASTER	 	60min
	MiniDV
	 	Europe	 	DVC MASTER	 	DVC-in MASTER	 	60min
	MiniDV
	 	Asia	 	DVC MASTER	 	DVC-in MASTER	 	60min
	MiniDV
	 	Europe	 	HDV STD	 	DVC-in HDV	 	60/63min
	MiniDV
	 	Americas	 	HDV STD	 	DVC-in HDV	 	60/63min
	MiniDV
	 	Japan	 	HDV STD	 	DVC-in HDV	 	60/63min
	MiniDV
	 	Asia	 	DVC MASTER	 	DVC-in HDV	 	60min
	MiniDV
	 	Asia	 	HDV STD	 	DVC-in HDV	 	60/63min
	MiniDV Head Cleaner
	 	Europe	 	DVCL (DVC DRY CLEACN	 	Mini-DV Head Cleaner	 	—
	MiniDV Head Cleaner
	 	Americas	 	DVCL (DVC DRY CLEACN	 	Mini-DV Head Cleaner	 	—






1-3









 






	 	 	 	 	 	 	 	 	 
	Product	 	Region	 	Grade	 	Type	 	Length/Capacity
	MiniDV Head Cleaner
	 	Japan	 	DVCL (DVC DRY CLEACN	 	Mini-DV Head Cleaner	 	—
	MiniDV Head Cleaner
	 	Europe	 	DVCL (DVC DRY CLEACN	 	Mini-DV Head Cleaner	 	—
	MiniDV Head Cleaner
	 	Asia	 	DVCL (DVC DRY CLEACN	 	Mini-DV Head Cleaner	 	—
	 
	 	 	 	Video8	 	 	 	 
	Video8
	 	Europe	 	8MM HS/MP	 	8MM-in HS/MP	 	60min
	Video8
	 	Europe	 	8MM HS/MP	 	8MM-in HS/MP	 	90min
	Video8
	 	Europe	 	8MM HS/MP	 	8MM-in HS/MP	 	120min
	Video8
	 	Americas	 	8MM HS/MP	 	8MM-in HS/MP	 	120min
	Video8
	 	Europe	 	8MM HS/MP	 	8MM-in HS/MP	 	60min
	Video8
	 	Europe	 	8MM HS/MP	 	8MM-in HS/MP	 	90min
	Video8
	 	Asia	 	8MM HS/MP	 	8MM-in HS/MP	 	60min
	Video8
	 	Asia	 	8MM HS/MP	 	8MM-in HS/MP	 	90min
	Video8
	 	Asia	 	8MM HS/MP	 	8MM-in HS/MP	 	120min
	Video8
	 	Asia	 	8MM HS/MP	 	8MM-in HS/MP	 	90min
	Video8
	 	Asia	 	8MM HS/MP	 	8MM-in HS/MP	 	60min
	Video8
	 	Asia	 	8MM HS/MP	 	8MM-in HS/MP	 	90min
	Video8
	 	Asia	 	8MM HS/MP	 	8MM-in HS/MP	 	120min
	Video8
	 	Europe	 	8MM HG/EHG	 	8MM-in HG/EHG	 	90min
	Video8
	 	Asia	 	8MM HG/EHG	 	8MM-in HG/EHG	 	60min
	Video8
	 	Asia	 	8MM HG/EHG	 	8MM-in HG/EHG	 	90min
	Video8
	 	Europe	 	HI-8 HMP	 	8MM-in HI-8 HMP	 	60min
	Video8
	 	Europe	 	HI-8 HMP	 	8MM-in HI-8 HMP	 	90min
	Video8
	 	Americas	 	HI-8 HMP	 	8MM-in HI-8 HMP	 	120min
	Video8
	 	Japan	 	HI-8 HMP	 	8MM-in HI-8 HMP	 	120min
	Video8
	 	Europe	 	HI-8 HMP	 	8MM-in HI-8 HMP	 	60min
	Video8
	 	Europe	 	HI-8 HMP	 	8MM-in HI-8 HMP	 	90min
	Video8
	 	Asia	 	HI-8 HMP	 	8MM-in HI-8 HMP	 	120min
	Video8
	 	Asia	 	HI-8 HMP	 	8MM-in HI-8 HMP	 	90min
	Video8
	 	Asia	 	HI-8 HMP	 	8MM-in HI-8 HMP	 	60min
	Video8
	 	Asia	 	HI-8 HMP	 	8MM-in HI-8 HMP	 	90min
	Video8
	 	Asia	 	HI-8 HMP	 	8MM-in HI-8 HMP	 	120min
	Video8
	 	Asia	 	HI-8 ME	 	8MM-in HI-8 ME/D8	 	90min
	Video8 Head Cleaner
	 	Europe	 	8CL (8MM DRY CLEANER	 	8mm Head Cleaner	 	—
	Video8 Head Cleaner
	 	Americas	 	8CL (8MM DRY CLEANER	 	8mm Head Cleaner	 	—
	Video8 Head Cleaner
	 	Japan	 	8CL (8MM DRY CLEANER	 	8mm Head Cleaner	 	—
	Video8 Head Cleaner
	 	Europe	 	8CL (8MM DRY CLEANER	 	8mm Head Cleaner	 	—
	Video8 Head Cleaner
	 	Asia	 	8CL (8MM DRY CLEANER	 	8mm Head Cleaner	 	—
	 
	 	 	 	 VHS-C	 	 	 	 
	VHS-C
	 	Europe	 	VHS-C HS	 	VHS-C-in HS	 	45min
	VHS-C
	 	Europe	 	VHS-C HS	 	VHS-C-in HS	 	30min
	VHS-C
	 	Europe	 	VHS-C HS	 	VHS-C-in HS	 	45min
	VHS-C
	 	Asia	 	VHS-C HS	 	VHS-C-in HS	 	45min
	VHS-C
	 	Europe	 	VHS-C HG/EHG	 	VHS-C-in HG/EHG	 	45min
	VHS-C
	 	Europe	 	VHS-C HG/EHG	 	VHS-C-in HG/EHG	 	60min
	VHS-C
	 	Americas	 	VHS-C HG/EHG	 	VHS-C-in HG/EHG	 	30min
	VHS-C
	 	Europe	 	VHS-C HG/EHG	 	VHS-C-in HG/EHG	 	30min
	VHS-C
	 	Europe	 	VHS-C HG/EHG	 	VHS-C-in HG/EHG	 	45min
	VHS-C
	 	Europe	 	VHS-C HG/EHG	 	VHS-C-in HG/EHG	 	60min
	VHS-C
	 	Asia	 	VHS-C HG/EHG	 	VHS-C-in HG/EHG	 	45min
	VHS-C Head Cleaner
	 	Europe	 	VCL (VHS-C DRY CLEAN	 	VHS-C Head Cleaner	 	—
	VHS-C Head Cleaner
	 	Asia	 	VCL (VHS-C DRY CLEAN	 	VHS-C Head Cleaner	 	—
	 
	 	 	 	BD-R	 	 	 	 
	BD-R
	 	Asia	 	BLU-RAY R AV BARE	 	Single Layer	 	25GB






1-4









 






	 	 	 	 	 	 	 	 	 
	Product	 	Region	 	Grade	 	Type	 	Length/Capacity
	BD-R
	 	Asia	 	BLU-RAY R PC BARE	 	Single Layer	 	25GB
	BD-R
	 	Americas	 	BLU-RAY R PC BARE	 	Single Layer	 	25GB
	BD-R
	 	Europe	 	BLU-RAY R PC BARE	 	Single Layer	 	25GB
	BD-R
	 	Japan	 	BLU-RAY R AV BARE	 	Single Layer	 	135min/25GB
	BD-R
	 	Japan	 	BLU-RAY R PC BARE	 	Single Layer	 	25GB
	BD-R
	 	Europe	 	BLU-RAY R PC BARE	 	Single Layer	 	25GB
	BD-R
	 	Asia	 	BLU-RAY R AV BARE	 	Single Layer	 	25GB
	BD-R
	 	Asia	 	BLU-RAY R PC BARE	 	Single Layer	 	25GB
	BD-R
	 	Asia	 	BLU-RAY R AV BARE	 	Single Layer	 	25GB
	BD-R
	 	Asia	 	BLU-RAY R PC BARE	 	Single Layer	 	25GB
	BD-R
	 	Asia	 	BLU-RAY R AV BARE DL	 	Dual Layer	 	50GB
	BD-R
	 	Americas	 	BLU-RAY R PC BARE DL	 	Dual Layer	 	50GB
	BD-R
	 	Europe	 	BLU-RAY R PC BARE DL	 	Dual Layer	 	50GB
	BD-R
	 	Japan	 	BLU-RAY R AV BARE DL	 	Dual Layer	 	270min
	BD-R
	 	Japan	 	BLU-RAY R PC BARE DL	 	Dual Layer	 	50GB
	BD-R
	 	Europe	 	BLU-RAY R PC BARE DL	 	Dual Layer	 	50GB
	BD-R
	 	Asia	 	DVD-R DATA DL	 	Dual Layer	 	8.5GB
	BD-R
	 	Asia	 	BLU-RAY R AV BARE DL	 	Dual Layer	 	50GB
	BD-R
	 	Asia	 	BLU-RAY R PC BARE DL	 	Dual Layer	 	50GB
	 
	 	 	 	BD-RE	 	 	 	 
	BD-RE
	 	Asia	 	BLU-RAY RE AV BARE	 	Single Layer	 	25GB
	BD-RE
	 	Asia	 	BLU-RAY RE PC BARE	 	Single Layer	 	25GB
	BD-RE
	 	Americas	 	BLU-RAY RE PC BARE	 	Single Layer	 	25GB
	BD-RE
	 	Europe	 	BLU-RAY RE PC BARE	 	Single Layer	 	25GB
	BD-RE
	 	Japan	 	BLU-RAY RE AV BARE	 	Single Layer	 	135min/25GB
	BD-RE
	 	Japan	 	BLU-RAY RE AV TYPE1	 	Single Layer	 	120min
	BD-RE
	 	Japan	 	BLU-RAY RE AV TYPE1	 	Single Layer	 	135min/25GB
	BD-RE
	 	Japan	 	BLU-RAY RE PC BARE	 	Single Layer	 	25GB
	BD-RE
	 	Europe	 	BLU-RAY RE PC BARE	 	Single Layer	 	25GB
	BD-RE
	 	Asia	 	BLU-RAY RE AV BARE	 	Single Layer	 	25GB
	BD-RE
	 	Asia	 	BLU-RAY RE AV TYPE1	 	Single Layer	 	135min/25GB
	BD-RE
	 	Asia	 	BLU-RAY RE PC BARE	 	Single Layer	 	25GB
	BD-RE
	 	Asia	 	BLU-RAY RE AV BARE	 	Single Layer	 	25GB
	BD-RE
	 	Asia	 	BLU-RAY RE PC BARE	 	Single Layer	 	25GB
	BD-RE
	 	Asia	 	BLU-RAYRE AV BARE DL	 	Dual Layer	 	50GB
	BD-RE
	 	Americas	 	BLU-RAYRE PC BARE DL	 	Dual Layer	 	50GB






1-5









 






	 	 	 	 	 	 	 	 	 
	Product	 	Region	 	Grade	 	Type	 	Length/Capacity
	BD-RE
	 	Japan	 	BLU-RAYRE AV BARE DL	 	Dual Layer	 	270min
	BD-RE
	 	Japan	 	BLU-RAYRE PC BARE DL	 	Dual Layer	 	50GB
	BD-RE
	 	Europe	 	BLU-RAYRE PC BARE DL	 	Dual Layer	 	50GB
	BD-RE
	 	Asia	 	BLU-RAYRE AV BARE DL	 	Dual Layer	 	50GB
	 
	 	 	 	PD	 	 	 	 
	PD
	 	Asia	 	PD-RE CARTRIDGE	 	Single Layer	 	23GB
	PD
	 	Americas	 	PD-RE CARTRIDGE	 	Single Layer	 	23GB
	PD
	 	Europe	 	PD-RE CARTRIDGE	 	Single Layer	 	23GB
	PD
	 	Asia	 	PD-RE CARTRIDGE	 	Single Layer	 	23GB
	 
	 	 	 	DDS	 	 	 	 
	DDS-3
	 	Asia	 	DDS3	 	DDS	 	12GB
	DDS-3
	 	Americas	 	DDS3	 	DDS	 	12GB
	DDS-3
	 	Europe	 	DDS3	 	DDS	 	12GB
	DDS-3
	 	Japan	 	DDS3	 	DDS	 	12GB
	DDS-3
	 	Europe	 	DDS3	 	DDS	 	12GB
	DDS-3
	 	Asia	 	DDS3	 	DDS	 	12GB
	DDS-4
	 	Americas	 	DDS4	 	DDS	 	20GB
	DDS-4
	 	Europe	 	DDS4	 	DDS	 	20GB
	DDS-4
	 	Japan	 	DDS4	 	DDS	 	20GB
	DDS-4
	 	Europe	 	DDS4	 	DDS	 	20GB
	DDS-4
	 	Asia	 	DDS4	 	DDS	 	20GB
	 
	 	 	 	DAT72	 	 	 	 
	DAT72
	 	Asia	 	DDS5	 	DDS	 	36GB
	DAT72
	 	Americas	 	DDS5	 	DDS	 	36GB
	DAT72
	 	Europe	 	DDS5	 	DDS	 	36GB
	DAT72
	 	Japan	 	DDS5	 	DDS	 	36GB
	DAT72
	 	Europe	 	DDS5	 	DDS	 	36GB
	DAT72
	 	Asia	 	DDS5	 	DDS	 	36GB
	 
	 	 	 	DAT160	 	 	 	 
	DAT160
	 	Asia	 	DAT160	 	DDS	 	80GB
	DAT160
	 	Americas	 	DAT160	 	DDS	 	80GB
	DAT160
	 	Japan	 	DAT160	 	DDS	 	80GB
	DAT160
	 	Europe	 	DAT160	 	DDS	 	80GB
	DAT160 Cleaning Cartridge
	 	Japan	 	DAT160 CLEANER	 	DDS	 	—
	DAT160 WORM2
	 	Americas	 	DAT160 WORM	 	DDS	 	80GB
	DAT160 WORM †
	 	Japan	 	DAT160 WORM	 	DDS	 	80GB
	DAT160 WORM †
	 	Europe	 	DAT160 WORM	 	DDS	 	80GB
	 
	 	 	 	LTO	 	 	 	 
	LTO Ultrium1
	 	Asia	 	LTO TYPE1	 	LTO	 	100GB
	LTO Ultrium1
	 	Americas	 	LTO TYPE1	 	LTO	 	100GB
	LTO Ultrium1
	 	Europe	 	LTO TYPE1	 	LTO	 	100GB
	LTO Ultrium1
	 	Japan	 	LTO TYPE1	 	LTO	 	100GB
	LTO Ultrium2
	 	Asia	 	LTO TYPE2	 	LTO	 	200GB
	LTO Ultrium2
	 	Americas	 	LTO TYPE2	 	LTO	 	200GB
	LTO Ultrium2
	 	Europe	 	LTO TYPE2	 	LTO	 	200GB
	LTO Ultrium2
	 	Japan	 	LTO TYPE2	 	LTO	 	200GB
	LTO Ultrium3
	 	Asia	 	LTO TYPE3	 	LTO	 	400GB
	LTO Ultrium3
	 	Americas	 	LTO TYPE3	 	LTO	 	400GB
	LTO Ultrium3
	 	Europe	 	LTO TYPE3	 	LTO	 	400GB
	LTO Ultrium3
	 	Japan	 	LTO TYPE3	 	LTO	 	400GB
	LTO Ultrium3 WORM
	 	Americas	 	LTO TYPE3 WORM	 	LTO	 	400GB








 




			
	2	 	Product to be launched in September 2007.





1-6









 





	 	 	 	 	 	 	 	 	 
	Product	 	Region	 	Grade	 	Type	 	Length/Capacity
	LTO Ultrium3 WORM
	 	Europe	 	LTO TYPE3 WORM	 	LTO	 	400GB
	LTO Ultrium3 WORM
	 	Japan	 	LTO TYPE3 WORM	 	LTO	 	400GB
	LTO Ultrium3 WORM
	 	Europe	 	LTO TYPE3 WORM	 	LTO	 	400GB
	LTO Ultrium4
	 	Americas	 	LTO TYPE4	 	LTO	 	800GB
	LTO Ultrium4
	 	Europe	 	LTO TYPE4	 	LTO	 	800GB
	LTO Ultrium4
	 	Japan	 	LTO TYPE4	 	LTO	 	800GB
	LTO Ultrium4
	 	Europe	 	LTO TYPE4	 	LTO	 	800GB
	LTO Ultrium4 WORM
	 	Americas	 	LTO TYPE4	 	LTO	 	800GB
	LTO Ultrium4 WORM
	 	Europe	 	LTO TYPE4	 	LTO	 	800GB
	LTO Ultrium4 WORM
	 	Japan	 	LTO TYPE4	 	LTO	 	800GB
	LTO Ultrium4 WORM
	 	Europe	 	LTO TYPE4	 	LTO	 	800GB
	LTO Universal Cleaning
Cartridge
	 	Asia	 	LTO CLEANER	 	LTO	 	—
	LTO Universal Cleaning
Cartridge
	 	Americas	 	LTO CLEANER	 	LTO	 	—
	LTO Universal Cleaning
Cartridge
	 	Europe	 	LTO CLEANER	 	LTO	 	—
	LTO Universal Cleaning
Cartridge
	 	Japan	 	LTO CLEANER	 	LTO	 	—
	 
	 	 	 	Other	 	 	 	 
	D1480A
	 	Japan	 	D1480	 	D1480/90	 	210MB
	D1490E
	 	Europe	 	D1490E	 	D1480/90	 	810MB
	D1490E
	 	Japan	 	D1490E	 	D1480/90	 	810MB
	D1490E
	 	Europe	 	D1490E	 	D1480/90	 	810MB
	D1490E
	 	Asia	 	D1490E	 	D1480/90	 	810MB
	D3
	 	Japan	 	D3 STD STYPE	 	D3	 	46min
	D3
	 	Japan	 	D3 STD MTYPE	 	D3	 	90min
	D3
	 	Japan	 	D3 STD LTYPE	 	D3	 	180min
	HD D5
	 	Japan	 	D5 HD MTYPE	 	D5	 	30min
	HD D5
	 	Japan	 	D5 HD MTYPE	 	D5	 	64min
	HD D5
	 	Japan	 	D5 HD LTYPE	 	D5	 	120min







1-7









 





EXHIBIT II




Initial Product Prices





	1.	 	Methodology for Initial Product Prices
	 
	 	 	**







 




			
	**	 	The appearance of a double asterisk denotes
confidential information that has been omitted from the exhibit and filed
separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934.





II-1









 






	2.	 	List of Initial Product Prices





**






 




			
	**	 	The appearance of a double asterisk denotes
confidential information that has been omitted from the exhibit and filed
separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934.





II-2









 





EXHIBIT III




Product Pricing Formula



Unless other prices are specifically agreed to by the parties on a case-by-case basis, TDK’s price
for supplying the Product will be those prices set by the parties as follows:




**






 




			
	**	 	The appearance of a double asterisk denotes
confidential information that has been omitted from the exhibit and filed
separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934.





III-1









 





EXHIBIT IV




Delivery Ports




**






 




			
	**	 	The appearance of a double asterisk denotes
confidential information that has been omitted from the exhibit and filed
separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934.





IV-1









 





EXHIBIT V




Product Specifications




**






 




			
	**	 	The appearance of a double asterisk denotes
confidential information that has been omitted from the exhibit and filed
separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934.





V-1









 





EXHIBIT VI




Packaging Specifications




**






 




			
	**	 	The appearance of a double asterisk denotes
confidential information that has been omitted from the exhibit and filed
separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934.





VI-1









 





EXHIBIT VII




TDK Product Categories




**






 




			
	**	 	The appearance of a double asterisk denotes
confidential information that has been omitted from the exhibit and filed
separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934.






VII-1