**TABLE OF CONTENTS**               **Page**          1. Definitions  1   **1.1** **Defined Terms**  1   **1.2** **Additional Defined Terms**  10   **1.3** **Other Definitional and Interpretive Matters**  11          2. Purchase and Sale of the Storage Business  12   **2.1** **Purchase and Sale of Assets**  12   **2.2** **Excluded Assets**  13   **2.3** **Purchase Price**  14   **2.4** **Assumed Liabilities**  15   **2.5** **Excluded Liabilities**  15   **2.6** **Further Assurances; Further Conveyances and Assumptions**  16   **2.7** **Taxes; Recording and Filing Fees**  18   **2.8** **Bulk Sales Law**  19   **2.9** **Inventory and Channel Inventory Adjustments**  19          3. Representations and Warranties of Seller  22   **3.1** **Organization and Qualification**  22   **3.2** **Authorization**  22   **3.3** **Binding Effect**  22   **3.4** **Non-Contravention; Consents**  23   **3.5** **Title to Property; Equipment; Sufficiency of Assets**  23   **3.6** **Permits**  24   **3.7** **Real Estate**  24   **3.8** **Compliance With Laws; Litigation**  25   **3.9** **Business Employees**  25   **3.10** **Contracts**  27   **3.11** **Environmental Matters**  28   **3.12** **Revenues; Financial Information; Absence of Certain Changes**  29   **3.13** **Intellectual Property**  31   **3.14** **Taxes**  33   **3.15** **Inventory; Channel Inventory**  34   **3.16** **Customers and Suppliers**  34   **3.17** **Orders and Commitments**  35   **3.18** **Affiliated Transactions**  35   **3.19** **Product Recalls**  35   **3.20** **Product Warranties**  35   **3.21** **Brokers**  35   **3.22** **No Other Representations or Warranties**  36 
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               **Page**          4. Representations and Warranties of Buyer  36   **4.1** **Organization and Qualification**  36   **4.2** **Authorization**  36   **4.3** **Binding Effect**  36   **4.4** **No Violations**  37   **4.5** **Brokers**  37   **4.6** **Independent Assessment**  37   **4.7** **No Other Representations or Warranties**  37          5. Certain Covenants  38   **5.1** **Access and Information**  38   **5.2** **Conduct of the Storage Business**  39   **5.3** **Tax Reporting and Allocation of Consideration**  40   **5.4** **Business Employees**  42   **5.5** **Leased Equipment**  44   **5.6** **Reasonable Best Efforts**  44   **5.7** **Contacts with Suppliers, Employees and Customers**  45   **5.8** **Non-Solicitation or Hiring of Employees**  45   **5.9** **Non-Competition**  46   **5.10** **No Negotiation or Solicitation**  47   **5.11** **Warranty Claims and Recalls; Rebates and Incentives**  47          6. Confidential Nature of Information  48   **6.1** **Confidentiality Agreement**  48   **6.2** **Seller’s Confidential Information**  49   **6.3** **Buyer’s Confidential Information**  50   **6.4** **Confidential Nature of this Agreement and Collateral Agreements**  51          7. Closing  51   **7.1** **Deliveries by Seller**  51   **7.2** **Deliveries by Buyer**  52   **7.3** **Closing Date**  52   **7.4** **Contemporaneous Effectiveness**  52          8. Conditions Precedent to Closing  52   **8.1** **General Conditions**  52   **8.2** **Conditions Precedent toBuyer’s Obligations**  53   **8.3** **Conditions Precedent toSeller’s Obligations**  54          9. Status of Agreement  55   **9.1** **Survival of Representations and Warranties**  55   **9.2** **General Agreement to Indemnify**  55   **9.3** **General Procedures for Indemnification**  58          10. Miscellaneous Provisions  59   **10.1** **Notices**  59   **10.2** **Expenses**  60 
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               **Page**            **10.3** **Entire Agreement; Modification**  60   **10.4** **Assignment; Binding Effect; Severability**  60   **10.5** **Governing Law**  61   **10.6** **Waiver of Jury Trial**  61   **10.7** **Execution in Counterparts**  61   **10.8** **Public Announcement**  61   **10.9** **No Third-Party Beneficiaries**  61          11. Termination and Waiver  62   **11.1** **Termination**  62   **11.2** **Effect of Termination**  63   **11.3** **Waiver of Agreement**  63 **SCHEDULES**   Schedule A Formerly Contemplated ConductSchedule B Purchase OrdersSchedule 1.1 Storage ProductsSchedule 2.1(c) Fixtures and SuppliesSchedule 2.1(f) Transferred ContractsSchedule 2.1(g) Transferred LicensesSchedule 2.1(h) Transferred Governmental PermitsSchedule 2.2(d) Excluded ContractsSchedule 2.2(f) Excluded EquipmentSchedule 2.2(i) Excluded Fixtures and SuppliesSchedule 2.9 Closing Inventory Accounting PrinciplesSchedule 3.1 Storage Business Locations and NamesSchedule 3.4(b) Seller ConsentsSchedule 3.5(b) Leased and Owned EquipmentSchedule 3.5(d) Other Material AssetsSchedule 3.6 Governmental PermitsSchedule 3.7(b) Real EstateSchedule 3.8(a) Compliance with LawsSchedule 3.8(b) LitigationSchedule 3.9(a) Business EmployeesSchedule 3.9(b) Employment ArrangementsSchedule 3.9(c) Termination of EmploymentSchedule 3.9(d) Benefit PlansSchedule 3.9(f) Severance ArrangementsSchedule 3.10(a) Material ContractsSchedule 3.10(b) Contracts with DefaultsSchedule 3.10(c) Other Material ContractsSchedule 3.11 Environmental MattersSchedule 3.12(a) RevenuesSchedule 3.12(b) Historical Financial InformationSchedule 3.12(c) Certain Events
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   Schedule 3.13(b) Exceptions to Transferred Intellectual PropertySchedule 3.13(c) Certain Transferred Intellectual PropertySchedule 3.13(d) Claims to Intellectual PropertySchedule 3.13(e) Other Intellectual PropertySchedule 3.13(f) TrademarksSchedule 3.13(i) Certain LicensesSchedule 3.13(j) Intellectual Property ContractsSchedule 3.13(k) Intellectual Property AllegationsSchedule 3.13(l) Potential DisputesSchedule 3.13(m) Third Party InfringementSchedule 3.13(n) Form of Proprietary Rights and Confidentiality AgreementSchedule 3.15 InventorySchedule 3.16 Customers and SuppliersSchedule 3.17 Orders and CommitmentsSchedule 3.18 Affiliated TransactionsSchedule 3.19 Product RecallsSchedule 3.20 Product WarrantiesSchedule 5.2 Exceptions to Sellers’ Conduct of the Storage BusinessSchedule 5.5(a) Assumed Leased EquipmentSchedule 5.5(b) Purchased Leased EquipmentSchedule 5.5(c) Excluded Leased EquipmentSchedule 8.2(c) Required ConsentsSchedule 8.2(d) Key Business Employees   **EXHIBITS**     Exhibit A Form of Assignment and Bill of SaleExhibit B Form of Assumption AgreementExhibit C Form of Intellectual Property AgreementExhibit D Form of Master Procurement AgreementExhibit E Form of Transition Services Agreement
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**ASSET PURCHASE AGREEMENT**     THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of this 5th day of April,2009 by and between APPLIED MICRO CIRCUITS CORPORATION, a Delaware corporation (“AMCC” and,together with the Selling Subsidiaries, “Sellers”) and LSI CORPORATION, a Delawarecorporation (“Buyer”).**RECITALS**     A. **WHEREAS**, Sellers are, among other things, engaged in the business of the design,engineering, technical support, contracting with manufacturers, marketing, sale and distribution ofhardware host RAID adapters (“Hardware HRA”) and directly associated software, includingRAID stack, drivers, bios and management utilities (as currently or formerly conducted and ascurrently or, to the extent any Hardware HRA or directly associated software is documented inmaterials included on Schedule A, formerly contemplated to be conducted by Sellers, the“Storage Business”);     B. **WHEREAS**, the Storage Business is composed of certain assets and liabilities that arecurrently part of, owned by, or licensed to, Sellers or in respect of which Sellers are currentlyobligated, as the case may be;     C. **WHEREAS**, Sellers desire to sell, transfer and assign to Buyer, and Buyer desires topurchase from Sellers the Purchased Assets (as hereinafter defined), and Buyer is willing toassume, the Assumed Liabilities (as hereinafter defined), in each case as more fully described andupon the terms and subject to the conditions set forth herein; and     D. **WHEREAS**, AMCC and/or one or more of the Selling Subsidiaries, as applicable, and Buyerdesire to enter into an Assignment and Bill of Sale, an Assumption Agreement, the IntellectualProperty Agreement, the Transition Services Agreement and the Master Procurement Agreement (each ashereinafter defined and collectively, the “Collateral Agreements”).     **NOW, THEREFORE**, in consideration of the mutual agreements and covenants herein contained andintending to be legally bound hereby, the parties hereto hereby agree as follows:**1. Definitions**     **1.1 Defined Terms**
 

 
     For the purposes of this Agreement, the following words and phrases shall have the followingmeanings:     “Affiliate” of any Person means any Person that controls, is controlled by, or isunder common control with such Person. As used herein, the term “control” (including the terms“controlling,” “controlled by” and “under common control with”) means the possession, directly orindirectly, of the power to direct or cause the direction of the management and policies of aPerson, whether through ownership of voting securities or other interests, by contract orotherwise.     “Assignment and Bill of Sale” means the assignment and bill of sale in substantiallythe form attached hereto as Exhibit A.     “Assumed Purchase Orders” means the purchase orders identified on Schedule Band any other purchase orders added, with Buyer’s written consent, to such Schedule prior to one(1) Business Day before the Closing Date; provided, however, to the extent that any such purchaseorder has been fulfilled prior to the Closing (i.e., product has been delivered and become part ofany Seller’s Inventory at, or any time prior to, Closing), then the purchase order shall not be an“Assumed Purchase Order” (even if it is still included on Schedule B) and all Liabilitieswith respect thereto shall be Excluded Liabilities.     “Assumption Agreement” means the assumption agreement in substantially the formattached hereto as Exhibit B.     “Benefit Plan” means, in respect of any Business Employee, each Pension Plan, WelfarePlan and employment, bonus, profit sharing, deferred compensation, incentive compensation, stockownership, stock option, stock purchase, phantom stock, performance, retirement, thrift, savings,stock bonus, excess benefit, supplemental unemployment, paid time off, perquisite, fringe benefit,vacation, sick leave, severance, disability, death benefit, hospitalization, medical, dental, lifeinsurance, welfare benefit or other plan, program or arrangement (whether written or unwritten), ineach case, maintained or contributed to, or required to be maintained or contributed to, by Sellersor any of their ERISA Affiliates for the benefit of any present or former directors, officers,consultants or employees of the Storage Business.     “Benefits Liabilities” means, with respect to any Benefit Plan, any and allLiabilities (including any claims), whenever or however arising, including all costs and expensesrelating thereto, and including those debts, liabilities and obligations arising under law, rule,regulation, permit, action or proceeding before any court or regulatory agency or administrativeagency, order or consent decree or any award of any arbitrator of any kind, and those arising undercontract, commitment or undertaking.     “Business Day” means a day that is not a Saturday, a Sunday or a statutory or civicholiday in the States of New York or California or any other day on which banking institutions arenot required to be open in the States of New York or California.
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     “Business Employees” means the employees of AMCC and its Subsidiaries identified onSchedule 3.9(a).     “Business Records” means all books, records (including software records), reports,ledgers and files or other similar information (in any form or medium) maintained by or on behalfof Sellers and primarily related to, or primarily used or primarily held for use in, the operationor conduct of the Storage Business, the Purchased Assets, the Assumed Liabilities and theTransferred Employees, including product documentation, product specifications, purchasing and salerecords, invoices, credit records, price lists, customer lists, vendor lists, mailing lists,warranty information, marketing requirement documents, catalogs, sales promotion literature,advertising materials, brochures, records of operation, standard forms of documents, manuals ofoperations or business procedures, purchasing materials and records, manufacturing and qualitycontrol records and procedures, research and development files and materials, data and laboratorybooks, invention disclosures, media materials and plates, litigation files, product (including anyrelated software) release orders, research materials and product testing reports.     “CERCLA” means the Comprehensive Environmental Response, Compensation, and LiabilityAct of 1980, 42 U.S.C. §§ 9601 etseq., as amended.     “Channel Inventory” means Inventory (wherever located and including in transitInventory) that has been sold to distributors of the Storage Business, including for which revenuehas been recognized by AMCC in accordance with AMCC’s revenue recognition policies.     “Closing” means the closing of the transactions described in Article 7.     “Closing Date” means the date of the Closing as determined pursuant to Section 7.3.     “Closing Channel Inventory Amount” means the value of the Channel Inventory as of theClosing Date, as calculated in accordance with the Closing Inventory Accounting Principles setforth on Schedule 2.9 and in a manner consistent with the preparation of the historicalinformation set forth in Schedule 3.15.     “Closing Inventory Amount” means the value of the Inventory as of the Closing Date, ascalculated in accordance with the Closing Inventory Accounting Principles set forth on Schedule2.9 and in a manner consistent with the preparation of the historical financial information setforth in Schedule 3.12(b) and GAAP consistent with past practice.     “COBRA” means Section 4980B of the Code and the regulations issued thereunder.     “Code” means the U.S. Internal Revenue Code of 1986, as amended.     “Confidentiality Agreement” means the agreement between AMCC and Buyer dated November25, 2008.
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     “Confidential Information” means any non-public proprietary information, written ororal, including the following, in each case to the extent containing any non-public proprietaryinformation: any business information, technical information or data, however embodied, marketingplans, financial information and strategic plans or any other non-public proprietary information.     “Contracts” means all contracts, agreements, leases, subleases, supply contracts,purchase orders, sales orders, instruments, commitments, understandings or any other arrangements,whether oral or written including any amendments, supplements or modifications thereto, to whichAMCC or any Selling Subsidiaries are parties (i) that are primarily related to, or primarily usedor primarily held for use in the operation or conduct of the Storage Business or (ii) by which thePurchased Assets may be bound, including the Transferred Contracts.     “Encumbrance” means any lien (statutory or other), claim, charge, security interest,mortgage, pledge, easement, encumbrance, charge or other security interest or matter affectingtitle, preemptive right, existing or claimed right of first refusal, right of first offer, right ofconsent, put right, default, covenant or similar right or restriction or other adverse claim of anykind or nature whatsoever (including any conditional sale or other title retention agreement orother similar restriction or right) affecting the Purchased Assets.     “Environmental Law” means any Law that governs the existence of or provides a remedyfor release of Hazardous Substances, the protection of persons, natural resources or theenvironment, including the management of Hazardous Substances, or other activities involvingHazardous Substances including under CERCLA, the Hazardous Materials Transportation Act, 49 U.S.C.§ 1801 etseq., the Resource Conservation andRecovery Act , 42 U.S.C. § 6901 etseq., the CleanWater Act, 33 U.S.C. Section § 1251 etseq., the Clean Air Act, 42 U.S.C. § 7401 etseq., the ToxicSubstance Control Act, 15 U.S.C. § 2601 etseq.,the Oil Pollution Act of 1990, 33 U.S.C. § 2701 etseq., and the Occupational Safety and Health Act, 29 U.S.C. § 651 etseq., or any other similarLaw, as any such Law has been amended or supplemented, and the regulations promulgated pursuantthereto, in each case as in effect on or prior to the Closing Date or, with respect torepresentations and warranties made on the date hereof, Environmental Laws shall mean those ineffect on or prior to the date hereof and as of the Closing Date.     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.     “ERISA Affiliate” means any other Person under common control with either of theSellers within the meaning of Section 414(b), (c), (m) or (o) of the Code and the regulationsissued thereunder.     “Excluded Contracts” means (i) those Contracts identified on Schedule 2.2(d),(ii) the Premises Leases (other than any leases set forth on Schedule 2.1(f)) and any otherContracts regarding real property, and (iii) any Contracts that constitute General Purchase orDistribution Agreements.
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     “Excluded Intellectual Property” means any Intellectual Property not assigned to Buyerpursuant to the Intellectual Property Agreement.     “Excluded Inventory” means any PowerPC integrated circuits that have not been shippedby any Seller to Beyonics Technology Limited against a purchase order from Beyonics TechnologyLimited.     “Excluded Records” means (i) any Tax, financial, accounting, personnel, medical orhuman resources records, (ii) any “AMCC” or “Applied Micro Circuits Corporation” marked sales andmarketing or packaging materials, samples, prototypes, or other similar Applied Micro CircuitsCorporation identified sales and marketing or packaging materials, (iii) any organizationaldocuments, minute books, including stockholder and board of director resolutions, stock ledgers andstock records, and (iv) any books, records (including software records), reports, ledgers and filesor other similar information (in any form or medium) to the extent (A) any applicable Law prohibitstheir transfer or (B) they are primarily related to the Excluded Assets or Excluded Liabilities(provided that Seller shall include in the Business Records a copy of any portions of suchmaterials (other than any personnel, medical or human resources records) which primarily relate tothe Purchased Assets or the Assumed Liabilities).     “Excluded Taxes” means any Liability for any Taxes relating to the Purchased Assetsfor any Pre-Closing Tax Period or the operation and conduct of the Storage Business during anyPre-Closing Tax Period.     “Excluded Vietnam Equipment” means any items that would otherwise constitute OwnedEquipment, that are located in Vietnam and that Buyer elects, in a writing delivered to AMCC atleast one (1) Business Day prior to the Closing Date, not to be treated as Owned Equipment forpurposes of this Agreement.     “Fixtures and Supplies” means any furniture, furnishings and other tangible personalproperty owned or leased by AMCC or any Selling Subsidiary that are primarily related to, orprimarily used or primarily held for use in, the operation or conduct of the Storage Business,including the furniture, furnishings and other tangible personal property set forth on Schedule2.1(c), but excluding the furniture, furnishings and other tangible personal property set forthon Schedule 2.2(i).     “Forecasted Channel Inventory Amount” means $3,750,000.     “Forecasted Inventory Amount” means $7,250,000, net of any reserves or excessinventory, as calculated in accordance with the Closing Inventory Accounting Principles set forthon Schedule 2.9 and in a manner consistent with the preparation of the historical financialinformation set forth in Schedule 3.12(b) and GAAP consistent with past practice.     “GAAP” means U.S. generally accepted accounting principles.     “General Purchase or Distribution Agreements” means supply contracts or otheragreements between AMCC or a Selling Subsidiary, on the one hand, and a Third Party, on
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the other hand, pursuant to which AMCC or such Selling Subsidiary purchases or sells productsor services for any of AMCC’s or such Selling Subsidiary’s business other than primarily for theStorage Business.     “Governmental Body” means any legislative, executive or judicial unit of anygovernmental entity (foreign, federal, state or local) or any department, commission, board,agency, bureau, official or other regulatory, administrative or judicial authority thereof.     “Governmental Permits” means all governmental permits and licenses, certificates ofinspection, approvals or other authorizations held by AMCC or any Selling Subsidiary that areprimarily related to, or primarily used or primarily held for use in, the operation or conduct ofthe Storage Business or the Premises, including, without limitation, the Transferred GovernmentalPermits.     “Hazardous Substance” means any pollutants, contaminants, wastes, toxic substances,radioactive materials, asbestos, asbestos-containing materials, PCBs, hazardous substances,petroleum and petroleum products or any fraction thereof or any other chemical, material orsubstance that is deemed a hazardous substance by any Governmental Body.     “Intellectual Property” means any Intellectual Property Rights.     “Intellectual Property Agreement” means the agreement in substantially the formattached hereto as Exhibit C.     “Intellectual Property Rights” means all of the following and all statutory and/orcommon law rights throughout the world in, arising out of, or associated therewith (i) all patentsand applications therefor and all reissues, divisions, renewals, extensions, provisionals,continuations and continuations-in-part thereof (“Patents”), (ii) all inventions (whetherpatentable or not), invention disclosures and improvements, all trade secrets, proprietaryinformation, know-how and technology, (iii) all works of authorship, copyrights, mask works, andcopyright and mask work registrations and applications therefor, (iv) all industrial designs andall registrations and applications therefor, (v) all trade names, logos, trademarks and servicemarks; trademark and service mark registrations and applications therefor (“Trademarks”),(vi) all databases and data collections (including knowledge databases, customer lists and customerdatabases), (vii) all rights in software, (viii) all rights to Uniform Resource Locators, Web siteaddresses and domain names, and (ix) any similar, corresponding or equivalent rights to any of theforegoing.     “Inventory” means (i) all inventory, wherever located, including raw materials, workin process, finished products, inventoriable supplies, samples, packing and shipping materials,goods in transit, parts and non-capital spare parts owned by or held for the benefit of Sellersprimarily related to, or primarily used or primarily held for use in, the operation or conduct ofthe Storage Business, (ii) any and all rights of Sellers to the warranties received from suppliersof such inventory and (iii) any and all rights of Sellers to any related claims, credits and rightsof recovery and setoff with respect to such inventory, but in each case excluding any ExcludedInventory.
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     “IRS” means the U.S. Internal Revenue Service.     “knowledge of Sellers” or “to Sellers’ knowledge” or similar words or phrasesrelating to awareness or knowledge of Sellers means the knowledge, after reasonable inquiry, ofKambiz Hooshmand, Robert Gargus, Dr. Paramesh Gopi, Cynthia Moreland, Ted Chan, Russ Johnson, LarryJacobs, Bill Hake, Ron Mcleod, Mike Major, Jimmy Lie, Chris Subega, Chris Therene, John Best andMichael Benz.     “Law” means any national, federal, state, provincial or local law, statute, ordinance,rule, regulation, code, order, judgment, injunction or decree of any country, territory, domesticor foreign state, prefecture, province, commonwealth, city, county, municipality, or of anyGovernmental Body.     “Leased Equipment” means all equipment, computers, servers, machinery and othertangible personal property (including any related spare parts, dies, molds, tools and tooling) thatis leased by Sellers and primarily related to, or primarily used or primarily held for use in, theoperation or conduct of the Storage Business, including, without limitation, all such items setforth on Schedule 3.5(b).     “Liability” means any direct or indirect debt, liability or other obligation of anykind or character, whether accrued or fixed, absolute or contingent, determined or determinable,matured or unmatured, and whether due or to become due, asserted or unasserted, or known orunknown.     “Licensed Intellectual Property” means the Intellectual Property licensed to Buyerpursuant to the Intellectual Property Agreement.     “Licenses” means all licenses, agreements and other arrangements under which Sellershave the right to use any Intellectual Property of a Third Party to the extent primarily relatedto, or primarily used or primarily held for use in the operation or conduct of the StorageBusiness, but not the Nonassignable Licenses. Schedule 3.10(a) contains a true, completeand correct list, as of the date hereof, of (a) all Licenses and (b) to Sellers’ knowledge, allother licenses, agreements and other arrangements under which Sellers have the right to use anyIntellectual Property of a Third Party related to, used or held for use in, or necessary for, theconduct of the Storage Business, but not the Nonassignable Licenses.     “Master Procurement Agreement” means the master procurement agreement in substantiallythe form attached hereto as Exhibit D.     “Material Adverse Effect” means any change, effect, event, circumstance, occurrence orstate of facts that is, or is reasonably likely to be, either individually or when aggregated withall other changes, effects, events, circumstances, occurrences or states of facts, materiallyadverse to (i) the business, operations, assets, liabilities, condition (financial or other) orresults of operations of the Storage Business or (ii) AMCC’s or any Selling Subsidiary’s ability toconsummate the transactions contemplated by this Agreement, in each case other
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than any change, effect, event, circumstance, occurrence or state of facts resulting from (A)conditions in the United States or foreign economies or securities markets in general, (B)conditions in the industry in which the Storage Business operates in general and not specificallyrelating to the Storage Business, (C) the announcement or pendency of the transactionscontemplated by this Agreement, (D) any failure in and of itself (as distinguished from any changeor effect giving rise or contributing to such failure) to meet any projections, budgets, plans orforecasts for any products, or (E) any generally applicable changes in GAAP or any Law.     “Nonassignable Licenses” means (i) those licenses of Intellectual Property used in theStorage Business under which AMCC or a Selling Subsidiary is the licensee that are primarilyrelated to other businesses of Sellers and not primarily used or primarily held for use in theoperation or conduct of the Storage Business, (ii) broad-based company-wide cross licenses of anyIntellectual Property to which AMCC or a Selling Subsidiary is a party, (iii) generally availablesoftware licensed under a “shrink-wrap,” “click-wrap” or similar end-user license, in each caseexcept to the extent set forth on Schedule 2.1(g) as of the date hereof and, to the extentassignable, as set forth on Schedule 2.1(g) as of the Closing, (iv) publicly available opensource software, except to the extent set forth on Schedule 2.1(g) as of the date hereofand, to the extent assignable, as set forth on Schedule 2.1(g) as of the Closing, and (v)any licenses primarily related to Excluded Assets or Excluded Liabilities that are not material tothe Storage Business.     “Owned Equipment” means all (a) equipment (including test equipment), computers,servers, machinery, test fixtures, validation fixtures and hardware, (b) tangible embodiments inany media of the Assigned Software, Licensed Software, Assigned Technical Information and LicensedTechnical Information, and (c) other tangible personal property (including any related spare parts,probe cards, load boards, test sockets, dies, molds, tools, printed circuit board masks, andtooling), in the case of each of clauses (a), (b) and (c) that is owned by AMCC or a Subsidiarythereof and primarily related to, or primarily used or primarily held for use in, the operation orconduct of the Storage Business, including the items identified on Schedule 3.5(b)(i), butexcluding the items identified on Schedule 2.2(f) (such equipment, the “ExcludedEquipment”) and excluding any Excluded Vietnam Equipment. Owned Equipment includes rights tothe warranties received from the manufacturers and distributors of such items and to any relatedclaims, credits and rights of recovery and setoff with respect to such items.     “Pension Plan” means each “employee pension benefit plan” (within the meaning ofSection 3(2) of ERISA).     “Permitted Encumbrances” means (i) liens for Taxes, assessments and other governmentalcharges, liens of landlords, liens of carriers, warehousemen, mechanics or materialmen incurred inthe ordinary course of business and consistent with past practice, in each case for sums not yetdue and payable or due but not delinquent or for sums being contested in good faith by appropriateproceedings, (ii) liens incurred in the ordinary course of the Storage Business in connection withworkers’ compensation, unemployment insurance and other types of social security or to securestatutory and other similar obligations, and (iii)
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non-exclusive licenses granted by Sellers or an Affiliate thereof in connection with sales ofproducts in the ordinary course of business.     “Person” means any individual, corporation, partnership, firm, association, jointventure, joint stock company, trust, unincorporated organization or other entity, or anyGovernmental Body.     “Pre-Closing Tax Period” means, with respect to the Purchased Assets or the StorageBusiness, any Tax period (or portion thereof) ending on or before the Closing Date.     “Premises” means the real property primarily related to, or primarily used orprimarily held for use in, the operation or conduct of the Storage Business.     “Return” means any return, declaration, report, statement, and any other documentrequired to be filed in respect of any Tax.     “Selling Subsidiaries” means 3ware, Inc., a California corporation, AMCC SalesCorporation, a Delaware corporation, AMCC Enterprise Corporation, a Delaware corporation, AMCCChina, Inc., a Delaware corporation, Applied Micro Circuits Corporation (AMCC) Vietnam, a companyorganized under the laws of Vietnam, AMCC (UK) Limited, a company organized under the laws of theUnited Kingdom, and AMCC Deutschland GmbH, a company organized under the laws of Germany.     “Storage Products” means all versions and releases of the products of the StorageBusiness, including those identified on Schedule 1.1 and all other Hardware HRA productsand directly associated software, including RAID stack, drivers, bios and management utilities (ascurrently or formerly conducted and as currently or, to the extent any Hardware HRA or directlyassociated software is documented in materials included on Schedule A, formerly underdevelopment by the Storage Business.     “Subsidiary” of any Person means any other Person in which an amount of votingsecurities, or other voting ownership or voting partnership interests sufficient to elect at least50% of its board of directors or other governing body (or, if there are no such voting interests,50% or more of the equity interests of such Person) is owned directly or indirectly by such firstPerson.     “Taxes” means all taxes of any kind, and all charges, fees, customs, levies, duties,imposts, required deposits or other assessments, including all net income, capital gains, grossincome, gross receipt, property, franchise, sales, use, excise, withholding, payroll, employment,social security, workers’ compensation, unemployment, occupation, capital stock, ad valorem, valueadded, transfer, gains, profits, net worth, asset, transaction, and other taxes, and any interest,penalties or additions to tax with respect thereto, imposed upon any Person by any taxing authorityor other Governmental Body under applicable Law.     “Third Party” means any Person not an Affiliate of the other referenced Person orPersons.
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     “Transferred Contracts” means (i) the Contracts identified on Schedule 2.1(f),(ii) any customer orders for Storage Products to the extent that they are not completely fulfilledprior to the Closing, (iii) Assumed Purchase Orders, and (iv) any other Contracts that AMCC andBuyer mutually agree in writing after the date hereof to treat as a Transferred Contract forpurposes of this Agreement.     “Transferred Governmental Permits” means the Governmental Permits identified onSchedule 2.1(h) as being transferred to Buyer.     “Transferred Intellectual Property” means the Intellectual Property assigned to Buyerpursuant to the Intellectual Property Agreement.     “Transferred Licenses” means (i) Licenses identified on Schedule 2.1(g) and(ii) Licenses which Buyer notifies AMCC at least one (1) Business Day prior to the Closing Date areto be added to Schedule 2.1(g).     “Transition Services Agreement” means the transition services agreement insubstantially the form attached hereto as Exhibit E.     “Welfare Plan” means each “employee welfare benefit plan” (within the meaning ofSection 3(1) of ERISA).     **1.2 Additional Defined Terms**     For purposes of this Agreement, the following terms shall have the meanings specified in theSections indicated below or in the Intellectual Property Agreement, in each case as indicatedbelow:   Term Section“AMCC” Preamble“Agreement” Preamble“Asset Acquisition Statement” Section 5.3(b)“Assigned Software” Intellectual Property Agreement