Exhibit 10.45

CONFIDENTIAL TREATMENT REQUESTED

MANUFACTURING SERVICES AND SUPPLY AGREEMENT

THIS MANUFACTURING SERVICES AND SUPPLY AGREEMENT (the **"Agreement"), effective this 19th day of February,2009 ("Effective Date")**is made and entered into by and between **ADAPTEC, INC., a Delaware**corporationhaving a place of business at 691 S. Milpitas Blvd., Milpitas, California 95035, on behalf of itself and its Affiliates (collectively,**"ADAPTEC"),**and **SANMINA-SCI CORPORATION,**a Delaware corporation having its principal place of business at2700 North First Street, San Jose, California 95134, on behalf of itself and its Affiliates (collectively **"SANMINA-SCI).**ADAPTEC and SANMINA-SCI are sometimes individually referred to herein as a "Party" and collectively referred to herein as the"Parties".

RECITALS

The Parties previously entered into an Amendment to the Manufacturing Services and Supply Agreement, Effective Date: May23, 2007 (the "Amendment"), and intend, by this Agreement to terminate the earlier Manufacturing Services and SupplyAgreement dated December 23, 2005 and the Amendment and replace those with this Agreement.  

The Parties are entering into this Agreement to set forth the terms and conditions pursuant to which ADAPTEC will purchase fromSANMINA-SCI and SANMINA-SCI will manufacture, supply and sell to ADAPTEC, on a non-exclusive basis, products listed on theattached Exhibit A which may be updated from time to time by the Parties as they agree in writing.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Partiesagree as follows:

1.	DEFINITIONS

1.1  "**ADAPTEC Controlled Components**" means those Components for which ADAPTEC negotiates the pricesand confirms lead times with vendors which shall be handled by a consistently updated, mutually agreed list to be reviewed quarterly bythe Parties.  All other Components are SANMINA-SCI Controlled Components.

1.2"**Affiliate**" means, with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is undercommon control with a Party. For purposes of this definition, "control" means having: (i) ownership of more than fifty percent (50%) ofthe outstanding voting securities entitled to vote for the election of directors (or, in the case of an entity that is not a corporation, for theelection of the corresponding managing authority); or (ii) the right to vote for or appoint a majority of the board of directors or othergoverning body of such entity. An entity will be deemed to be an Affiliate only so long as such control exists.

1.3   **"BOM"**means bill of materials.

1.4  "**Current Product**" means any Product that is in production as of December 31, 2008 which is listed on theattached Exhibit A, as revised by the Parties, from time to time, as the Parties agree in writing.   

1.5**"Delivered Cost"**means SANMINA-SCI's quoted cost of Components as stated on the BOM.

1.6 "**E&O List"** means the written list provided by SANMINA-SCI to ADAPTEC notifying ADAPTEC ofthe Excess Components or Obsolete Components in its inventory and their Delivered Cost as described more fully in Section 5.7 plus[******]% mark-up as described in Section 1.8. 

1.7 "**Epidemic Failure**" has the meaning set forth in Section 8.7, below.

1.8**"Excess Component"**means any Component that is not required to meet ADAPTEC's Order or Forecast (always withinComponent leadtimes), to which such Component was initially ordered and includes Excess Components resulting from any minimumbuy quantities, tape and reel quantities, and multiples of packaging quantities required by the Vendor less the actual cost (per the BOM)plus a

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The symbol [******] is used to indicate that a portion of theexhibit has been omitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has beenrequested with respect to the omitted portion.
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Components margin of [******]% on those Components that are returnable to Vendor (less any cancellation or restocking charges). 

1.9  "**Excess Component Liability**" means ADAPTEC's liability forExcess Components.

1.10  **"Forecast"** means ADAPTEC's nonbinding forecast (excepting in cases of Component purchases within lead timeswhich are outside of any [******] week Purchase Agreement Release) for Products for the ensuing nine-month period. This will be a rollingdocument issued once per month with significant updates highlighted weekly. 

1.11**"Intellectual Property Rights"**means all rights in patents, copyrights, trade secrets, trademarks and othersimilar rights.

1.12 **"Components"**means any raw material, component, part or other itemused in the manufacture of the Products.

1.13  "**New Product**" means Products in production after December 31, 2008 and which are released with anew model number and for which the BOM includes 80% new Components. 

1.14  "**Manufacturing Specifications"**means the written specifications that describe the manner in which a Product ismanufactured and tested, and excludes all other Specifications.

1.15 **"Obsolete Component"**mean any Component that is not currently used to manufacture a Product (whether as aresult of an ECO or otherwise) and for which there is no demand and the cost of which is the actual cost (per the BOM) of thoseComponents less the amounts for those Components that are returnable to Vendor (less any cancellation or restocking charges).

1.16 **"Order"** is a document provided by ADAPTEC that stipulates Product, Pricing, Delivery Point, Validity Period andTarget Quantity and includes a Purchase Agreement Release.  Purchase Agreements require Purchase Agreement Releases todetermine delivery quantity and date.

1.17 **"Purchase Agreement"** means the nonbinding agreement issued by ADAPTEC to SANMINA-SCI listingProduct, Pricing, Delivery Point, Validity Period and Target Quantity.  

1.18 "**Purchase Agreement Release"** means the  binding document provided by ADAPTEC that determinesdelivery quantity and date.  
**1.19 **"Products"**means Current Products and New Products as described below and listed on the attachedExhibit A which may be updated from time to time by the Parties as they agree in writing which are manufactured by SANMINA-SCI.

1.20  **"Scheduled Release"** means the date on which SANMINA-SCI and ADAPTEC agree Products areavailable for delivery and release to ADAPTEC and which will be released only in accordance with the Purchase AgreementRelease.

1.21  **"Specifications"**means the written specifications that describe the design, functionality, configuration and/orperformance requirements of a Product except for Manufacturing Specifications.

1.22  **"Vendor(s)"**  mean seller(s) of Components. 

1.23  "**Warranty Period"**means the period of [******] from the date of manufacture of the Product asmore fully described in Section 8.1.

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The symbol [******] is used to indicate that a portion of theexhibit has been omitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has beenrequested with respect to the omitted portion.
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**TERM

The term of this Agreement commences on the Effective Date and continues for three(3) years thereafter ("**Initial****Term**") and renews thereafter in 1 year increments ("**RenewalTerm**," collectively, "**Term**") unless sooner terminated in accordance with the terms of this Agreement.
**3.   APPOINTMENT
ADAPTEC and SANMINA-SCI agree that the Manufacturing Services and Supply Agreement between the Parties, signedDecember 23, 2005 ("2005 Agreement") is terminated concurrent with the Effective Date. Notwithstanding Section 11.6 ofthe 2005 Agreement, Sections 8, 10.1, 10.2 and 14 of the 2005 Agreement survive termination and remain in full force and effect.Termination of the 2005 Agreement does not affect the prices of Products listed in Purchase Agreement Releases issued to SANMINA-SCI by ADAPTEC prior to the Effective Date.   The Parties further agree that SANMINA-SCI will manufacture, supply and sell toADAPTEC and ADAPTEC will buy from SANMINA-SCI the Products on a non-exclusive basis during the Term in accordance with thisAgreement. Products will only be manufactured in SANMINA-SCI's Singapore or Batam Plant unless the ADAPTEC otherwise firstagrees in writing which may require adjustment of the financial terms resulting from manufacturing relocation. ADAPTEC may buy theProducts from sources other than SANMINA-SCI.
**4.   PRICES AND PAYMENT**
4.1.  Prices.  During the Term and subject to Section 3,above, the prices for all Products will be determined solely in accordance with the terms and conditions set forth in the New ProductMVA Matrix and Current Product MVA Matrix included in the attached Exhibit A.   
4.2  Payment Terms.  ADAPTEC agrees to pay all undisputed amounts includedin SANMINA-SCI's invoice within [******] days after date of the invoice. Late payments for undisputed amounts accrue interest atthe lesser rate of 1.5% per month or maximum amount permitted by law.  Unless otherwise stated, all prices are stated in and allpayments shall be made in U.S. Dollars.  
4.3  Setoffs.  Except as expressly agreed to in writing by the Parties, neither Party shall be entitled to set-off any amountowing from the other Party to such Party against any amount payable to the other Party from such Party, under this Agreement orarising out of any other Agreement or transaction between the Parties.  For purposes of this Section 4.6, a Party shall be deemed toinclude the Parties to this transaction and each of the Party's Affiliates.

4.4  Credit Limit.  SANMINA-SCI's Credit Department shall provide ADAPTEC with an initial credit limit, which shall bereviewed (and, if necessary, adjusted) from time to time.  SANMINA-SCI shall have the right to reduce the credit limit upon 10 businessdays' prior written notice to ADAPTEC if ADAPTEC has not provided SANMINA-SCI with reasonable assurances in response to itswritten request. In the event ADAPTEC exceeds this credit limit or has any outstanding invoice for undisputed amounts more thanfifteen (15) business days after written notice to ADAPTEC has expired and ADAPTEC fails to make any payment, SANMINA-SCI maystop shipments of Product to ADAPTEC until ADAPTEC makes a sufficient payment to bring its account within the credit limit provided.

4.5	Pricing for Small Builds. For purposes hereof, **"Small Build"**means any Product that ADAPTEC requestsSANMINA-SCI to manufacture in quantities of 300 or less of the same board assembly. For clarification, all Products in any Small Buildmust be from the same Product family (i.e., the same PCB) with no builds within the previous two months or no subsequent Orderslooking forward to the next three months. The pricing set forth in **Exhibit Awill apply to Small Builds; provided,however, that SANMINA-SCI will be entitled to charge an additional amount for each Small Build to cover its costs in producing smallvolume Products  of no more than [******] **("Setup Fee").**SANMINA-SCI will advise ADAPTEC of the amount of the SetupFee within five (5) business days after a request from ADAPTEC **("Request").**
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The symbol [******] is used to indicate that a portion of theexhibit has been omitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has beenrequested with respect to the omitted portion.
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**5. **FORECAST, PURCHASE ORDERS AND RESCHEDULE**
5.1  Forecast.  (a) ADAPTEC shall provide SANMINA-SCI with a Forecast on a monthly basis for a rolling nine monthperiod. This Forecast will include an estimated breakdown of Forecasted Product requirements on a weekly basis for the first threemonths of the Forecast period. Any quantities listed in any Forecast or other correspondence between the Parties are only estimatesmade as an accommodation for planning purposes and do not constitute a commitment on ADAPTEC'S part to purchase such quantity.ADAPTEC may revise any Forecasts in its sole discretion. Any expenditures or commitments by SANMINA-SCI in anticipation ofADAPTEC'S requirements are at SANMINA-SCI'S sole risk and expense except as the Parties otherwise expressly agree in thisAgreement.  Within 10 business days  of ADAPTEC providing the monthly Forecast (or as agreed to by the Parties),  SANMINA-SCI willtake all actions to procure, reschedule and cancel SANMINA-SCI's orders for Components. Any action not taken within this time frameresults in SANMINA-SCI's sole liability and responsibility unless the Parties otherwise agree to extend the time.

5.2  Orders. ADAPTEC will issue written Orders and/or Purchase Agreement Releases specifying the number of Productsto be manufactured and shipped during the period covered and other terms as mutually agreed. Orders will cover a [******] week period andwill include, as applicable: (i) the delivery date or shipping schedule; (ii) the location to which the Products are to be shipped; and (iii)transportation instructions. Each Order and/or Purchase Agreement Release will reference this Agreement. SANMINA-SCI will notifyADAPTEC of rejection of any Order within three business days after receipt of the date of the Order or the Order is deemed rejected. IfSANMINA-SCI does not accept or reject the Order within the three business day period, the Order shall be deemed rejected bySANMINA-SCI.  Notwithstanding the foregoing, SANMINA-SCI shall not reject an Order for Forecasted Products (including UpsideDemand). Once accepted by SANMINA-SCI, Orders may not be changed except as otherwise stated herein. The Parties agree that theterms and conditions contained in this Agreement shall prevail over any terms and conditions of any Purchase Order, acknowledgmentform or other instrument except as such writing is signed by each Party's authorized representative. 

 5.3 Component Liability.     ADAPTEC will be financially responsible for all Components ordered by SANMINA-SCI perADAPTEC's Purchase Agreement Release and all Components ordered by SANMINA-SCI per Adaptec's forecast within the then-current agreed lead-times. 

5.4  Reschedule. ADAPTEC may reschedule all or part of a scheduled delivery at any time which will be communicatedthrough the Parties' respective designated personnel for up to 60 days from the initial agreed-upon Delivery Date.  SANMINA-SCI shalluse reasonable commercial efforts to accommodate any upside schedule changes beyond the firm Order periods. 

5.5   Meeting Demand for Un-Forecasted Products. Subject to the terms set forth herein and in Exhibit ASANMINA-SCI will manufacture Products to meet any un-Forecasted demand.

5.6   Upside Demand.  , SANMINA-SCI will commit to manufacture Products having consistent demand  on at least threeconsecutive Forecasts  to meet any un-Forecasted demand up to the percentages specified below (the **"Upside DemandPercentage")**beyond the quantities set forth in the applicable Forecast, subject to the limitations contained in thisSection:

0-7 Days
[******]% (of a specified one-Month Demand)
8-30 Days
[******]% (of a specified one-Month Demand)
31-60 Days
[******]% (of a specified one-Month Demand)
61-90 
[******]% (of a specified one-Month Demand)

Any Purchase Price Variance ("PPV") will be settled quarterly when PPV is a result ofun-Forecasted upside requests, "pull-ins" of then-current Forecasts.  All PPVs are subject to audit verification by ADAPTEC.
5.7	 Excess and Obsolete Inventory. On a monthly basis utilizing ADAPTEC's current monthly Forecast andScheduled Release, SANMINA-SCI shall provide ADAPTEC with the E&O List. The E&O 

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The symbol [******] is used to indicate that a portion of theexhibit has been omitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has beenrequested with respect to the omitted portion.
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List will contain a comprehensive where-used analysis and rationale for the excess (e.g. MOO, cancelled Order or Forecast, ECO) and list all Obsolete Components andExcess Components. Within ten (10) business days of receiving SANMINA-SCI's E&O List, ADAPTEC shall advise SANMINA-SCIof any Component on the E&O List that it believes is not Excess or Obsolete. Within fifteen (15) business days after receivingSANMINA-SCI's E&O List, SANMINA-SCI and ADAPTEC shall finalize the E&O List, and ADAPTEC shall issue toSANMINA-SCI an Order for all Components agreed upon in the finalized E&O List or an Order for Product that will consume theExcess Components. ADAPTEC shall pay SANMINA-SCI its Delivered Cost plus [******]% Component handling mark-up for Components onthe E&O List along with any undisputed liability for Excess Components within forty-five (45) days of the date of invoice. In theevent the Parties cannot agree as to the Components on the E&O List, ADAPTEC shall pay SANMINA-SCI for all non-disputedComponents in accordance with this Section. SANMINA-SCI shall use commercially reasonable efforts to minimize ADAPTEC'sComponent Liability by attempting to return Components to the Vendor or using the Components on other Products or on products thatSANMINA-SCI manufactures for third parties in the same manufacturing facility.  ADAPTEC shall be responsible for any Vendor returncharges for Excess or Obsolete Components.
**6.	DELIVERY AND ACCEPTANCE**
6.1 Delivery.   All Product shipments (including shipments made in accordance with Section 8 (Warranty)) shall be ExWorks (Incoterms 2000), SANMINA-SCI's facility of manufacture (or repair). Title to and risk of loss or damage to the Product shall passto ADAPTEC upon SANMINA-SCI's tender of the Product to the common carrier. ADAPTEC shall be the exporter and importer ofrecord for all shipments of Products, including any repaired or replacement Products. SANMINA-SCI is not the importer orexporter of the Products. SANMINA-SCI shall mark, pack, package, crate, transport, ship andstore Products to ensure (a) delivery of the Product to its ultimate destination in safe condition, (b) compliance with all requirements ofthe carrier and destination authorities, and (c) compliance with any special instructions of ADAPTEC. SANMINA-SCI shall usereasonable efforts to deliver the Products on the agreed-upon delivery dates and shall use commercially reasonable efforts to notifyADAPTEC of any anticipated delays.  SANMINA-SCI will pay for expedited shipment for delayed Products if requested byADAPTEC.

6.2 Acceptance. Acceptance of the Product shall occur no later than fifteen (15) days after shipment of Product and shallbe based solely on whether the Product passes a mutually agreeable acceptance test procedure or inspection designed to demonstratecompliance with the Manufacturing Specifications. In the event of conflict between any of the foregoing, the following order ofprecedence shall apply: (i) Order as agreed to between ADAPTEC and SANMINA-SCI; (ii) 100% compliance with all Assembly/Testplan criteria or component drawing (as applicable); (iii) industry-recognized workmanship standard; and (iv) other applicable referenceddocuments. Products cannot be rejected based on criteria that were unknown to SANMINA-SCI or based on test procedures thatSANMINA-SCI has not approved or does not conduct. Notwithstanding anything to the contrary, Products shall be deemed accepted ifnot rejected within this fifteen-day period. Once a Product is accepted, all Product returns shall be handled in accordance with Article 8(Warranty). Prior to returning any rejected Product, ADAPTEC shall obtain an Return Material Authorization("RMA") number fromSANMINA-SCI, and shall return such Product in accordance with SANMINA-SCI's instructions; ADAPTEC shall specify the reason forsuch rejection in all RMA's. In the event a Product is rejected, SANMINA-SCI shall have a reasonable opportunity to cure any defectwhich led to such rejection.
**7.  CHANGES**
7.1 General. ADAPTEC may upon sufficient notice make changes within the general scope of this Agreement. Suchchanges may include, but are not limited to changes in (i) drawings, plans, designs, procedures, Specifications, test specifications orBOM, (ii) methods of packaging and shipment, (iii) quantities of Product to be furnished, (iv) delivery schedule, or (v) ADAPTEC-Furnished Items (defined in Section 9.1). All changes other than changes in quantity of Products to be furnished shall be requested andfinalized in an Engineering Change Order ("ECO"). If any such change causes either an increase or decrease in SANMINA-SCI's costor the time required for performance of any part of the work under this Agreement (whether changed or not changed by any ECO) thePrices and/or delivery schedules shall be adjusted in accordance with the Parties' written agreement.

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The symbol [******] is used to indicate that a portion of theexhibit has been omitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has beenrequested with respect to the omitted portion.
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7.2 ECO's. 
(i)  SANMINA-SCI will respond to [******] ECO requests per quarter for production ECO's and [******] ECO requests permonth for pre-production ECOs without a non-recurring administrative fee. Responses to additional ECO's will incur an administrativefee of [******] each. Within five (5) business days after an ECO is received, SANMINA-SCI shall advise ADAPTEC in writing (a) of anychange in Prices or delivery schedules resulting from the ECO and (b) the Delivered Cost plus mark-up as indicated in Exhibit A of anyfinished Product, Work-in-Process or Components rendered Excess or Obsolete as a result of the ECO (collectively the **"ECOCharge").**Unless otherwise stated, ECO Charges are valid from thirty (30) days from the date of the ECO Charge.

(ii)  In the event ADAPTEC desires to proceed with the change after receiving the ECO Charge pursuant to Section 7.2, ADAPTECshall advise SANMINA-SCI in writing and shall immediately pay the portion of the ECO Charge set forth in Section 7.2(i). In the eventADAPTEC does not desire to proceed with the Change after receiving the ECO Charge, it shall so notify SANMINA-SCI. In the eventSANMINA-SCI does not receive written confirmation of ADAPTEC's desire to proceed with the change within thirty (30) days afterSANMINA-SCI provides ADAPTEC with the ECO Charge, the ECO shall be deemed cancelled.
**8.	WARRANTY**
8.1 SANMINA-SCI Warranty. SANMINA-SCI warrants that, for the Warranty Period, the Products will comply with theapplicable Manufacturing Specifications and shall be free from defects in workmanship.  SANMINA-SCI shall, at its option and at itsexpense, repair, replace or issue a credit for Products found defective during the Warranty Period per the remedies described inSection 8.2. In addition, SANMINA-SCI will pass on to ADAPTEC all Vendors' (and manufacturers') Component warranties to the extentthat they are transferable which does not relieve SANMINA-SCI from its obligations under this Warranty.  In addition, SANMINA-SCI willbe responsible for all reasonable efforts to resolve warranty issues with such Component Vendors including acting as the point ofcontact for all warranty related issues and providing RMA support. All warranty obligations will cease upon the expiration of theWarranty Period except any repaired or replaced Product shall be warranted as set forth in this Section for a period equal to the greaterof (i) the balance of the applicable warranty period relating to such Product or (ii) sixty (60) days after it is received by ADAPTEC. ALLCLAIMS FOR BREACH OF WARRANTY (EXCLUDING CLAIMS FOR EPIDEMIC FAILURE) MUST BE RECEIVED BY SANMINA-SCINO LATER THAN THIRTY (30) DAYS AFTER THE EXPIRATION OF THE WARRANTY PERIOD. 

8.2  Warranty Remedies. For any Products under Warranty that is deemed "un-repairable," SANMINA-SCI willcredit ADAPTEC at the Price paid for the Product.    All returns shall be processed within 15 days of Products received by SANMINA-SCI.

8.3 RMA Procedure-In-Warranty Repairs. SANMINA-SCI will concur in advance on all Products to be returned for repairor rework which such concurrence shall be reasonable and timely but in no event later than [******] days from ADAPTEC's request.ADAPTEC shall obtain a RMA number from SANMINA-SCI prior to return shipment. All returns shall be processed in accordance withSANMINA-SCI's RMA Procedure in effect as of the Effective Date and which SANMINA-SCI has provided to ADAPTEC prior to theEffective Date.  Any changes to SANMINA-SCI'S RMA Procedure requires agreement of the Parties. ADAPTEC shall pay alltransportation costs for returns of the Products to SANMINA-SCI and SANMINA-SCI shall pay for the shipment of the repaired orreplacement Products to ADAPTEC, and each shall bear risk of loss or damage to such Products for the leg in transit for which it paysshipping.  ADAPTEC shall pay all shipping charges, plus a handling charge, for Products returned without an RMA number or "nodefect found" returns. 

8.4 Exclusions From Warranty. The warranties set forth in Section 8.1 do not apply to the extent a failure of a Product toconform to such warranties results from: (a) ADAPTEC's design including, but not limited to, design functionality failures, specificationinadequacies; (b) accident, disaster, neglect, abuse, misuse, improper handling, storage or installation including improper handling inaccordance with static sensitive electronic device handling requirements by ADAPTEC; (c) alterations, modifications or repairs byADAPTEC or third parties not authorized by SANMINA-SCI; or (d) defective ADAPTEC-provided test 

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The symbol [******] is used to indicate that a portion of theexhibit has been omitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has beenrequested with respect to the omitted portion.
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equipment or test software. In theevent SANMINA-SCI believes that a Product is not covered by the warranty, it shall advise ADAPTEC of the specific reasons thereforeand, where possible, supply ADAPTEC with any failure analysis and/or root cause evaluation which supports its position. 

8.5 Out-Of-Warranty Repairs.  SANMINA-SCI will confirm the Product is no longer covered by the SANMINA-SCI warrantyand, prior to undertaking any repair activities, SANMINA-SCI will provide a cost estimate for repairs which will be provided on a timeand materials basis, using the labor rate  as the  Parties agree quarterly. ADAPTEC will provide authorization to proceed if it so elects.All returns shall be processed within 20 days of Products received by SANMINA-SCI.  

8.6 Remedy. THIS WARRANTY IS THE SOLE WARRANTY GIVEN BY THE PARTIES TO EACH OTHER AND IS INLIEU OF ANY OTHER WARRANTIES EITHER EXPRESS OR IMPLIED. BOTH PARTIES DO NOT MAKE ANY WARRANTIESREGARDING MERCHANTIBILITY, NONINFRINGEMENT, AND SPECIFICALLY DISCLAIMS ANY SUCH WARRANTY, EXPRESS ORIMPLIED.

8.7  Epidemic Failure. 
(a) For the purposes of this Agreement, Epidemic Failure will be deemed to have occurred if more than [******] of anyProducts manufactured by SANMINA-SCI hereunder fail  during the Warranty Period or sixty days thereafter in a manner attributable tothe same "root cause" within any time period of ninety (90) days or if more than [******]% of any Products manufactured by SANMINA-SCI hereunder fail in a manner attributable to the same "rootcause" within any time period of thirty (30) days. In such event,. In such event, without limiting SANMINA-SCl's obligations andADAPTEC's remedies under Sections 8.1 and 8.4,  SANMINA-SCI shall (i) promptly deliver to ADAPTEC a reasonable plan to correctthe problem, (ii)  SANMINA-SCI shall exert its best reasonable efforts to diagnose the problem; and (iii)  SANMINA-SCI shall reimburseADAPTEC for any costs or expenses reasonably incurred by ADAPTEC to repair, replace or retrofit the defective Products including butnot limited to the cost of recovery and replacement (or transportation) of such defective Products already sold to and used bycustomers, up to an amount not exceeding $[******]. Upon the acceptance of any such plan by ADAPTEC, SANMINA-SCI shallimplement the plan and deliver to ADAPTEC progress reports relating thereto.
         (b)   Upon ADAPTEC's  notification to SANMINA-SCI of an Epidemic Condition:

                   (i) ADAPTEC shall have the right to postpone all or part of the shipments of unshipped Product that are affected by theEpidemic Condition without liability, by giving written notice of such postponement to SANMINA-SCI, pending correction of theEpidemic Condition.  

           	         (ii) SANMINA-SCI will provide ADAPTEC no later than five (5) business days following the Epidemic Condition aroot cause analysis and corrective action plan.  If, after review of the root cause analysis and corrective action plan, ADAPTECdetermines that the Epidemic Condition necessitates a field stocking recall or customer based recall or retrofit, ADAPTEC, withoutwaiving any other rights or remedies, may then elect to have SANMINA-SCI undertake all action and pay all reasonable costs andexpenses associated with repairing or replacing the affected Product in the field or by return to SANMINA-SCI's expense  within ten(10) business days from the determination of an Epidemic Condition by ADAPTEC. Alternatively, if SANMINA-SCI agrees to allowADAPTEC to elect to perform repairs or make replacements, SANMINA-SCI will reimburse ADAPTEC for all reasonable costs andexpenses ADAPTEC incurs for repair or replacement.  Such Products, parts or upgrades will have the highest shipping priority. 

           (iii)  The remedy for the affected Product will be incorporated in all subsequent Products (unless ADAPTEC otherwisedirects) at no additional charge to ADAPTEC. 

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The symbol [******] is used to indicate that a portion of theexhibit has been omitted and filed separately with the Securities and Exchange Commission.  Confidential treatment has beenrequested with respect to the omitted portion.
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	(c)    If SANMINA-SCI is unable to develop a corrective action plan acceptable to ADAPTEC, or does not adequately take intoaccount the business interest of ADAPTEC, or SANMINA-SCI refuses to carry out the agreed upon plan, ADAPTEC shall have theoption to: (i) develop and implement such remedy or engage a third party to do so and, in such case, all such implementation costs, riskof in-transit loss and damages incurred by ADAPTEC shall be borne by SANMINA-SCI;  (ii) cancel orders of Products affected by theEpidemic Condition without liability and return to SANMINA-SCI all Product affected by such Epidemic Condition for full refund, payableby SANMINA-SCI within thirty (30) days after receipt of returned Product (with risk of loss or in-transit damage borne by SANMINA-SCI)and/or (iii) terminate this Agreement without further liability.  
******9. ADAPTEC FURNISHED EQUIPMENT AND COMPONENTS WARRANTY, LICENSE ANDOWNERSHIP**
9.1 ADAPTEC-Furnished Items. ADAPTEC shall provide SANMINA-SCI with the Product design and relatedspecifications, applicable regulatory requirements or documentation which are made available to SANMINA-SCI by accessingADAPTEC's Agile PDM system. (collectively the **"ADAPTEC-Furnished Items").**
9.2    Licenses.  

	(a)  From ADAPTEC.

	       (i)   ADAPTEC grants SANMINA-SCI a limited, non-assignable, non-transferable, non-exclusive license during the Term touse ADAPTEC's Intellectual Property delivered to SANMINA-SCI by ADAPTEC solely in connection with and to the extent required tomanufacture the Products exclusively for ADAPTEC and to otherwise perform its obligations hereunder.  SANMINA-SCI agrees to useall Intellectual Property licensed hereunder in accordance with the applicable license agreement or usage guidelines. All IntellectualProperty remains the property of ADAPTEC.  All Intellectual Property licensed to SANMINA-SCI will be listed in the Statement of Workor other memorandum signed by the Parties. All Intellectual Property will be maintained as Confidential Information. 

                   (ii)   ADAPTEC Trademarks.  For the term of this Agreement and accordance with the terms and conditionsherein, ADAPTEC grants SANMINA-SCI a personal, non-exclusive, non-transferable, royalty-free, worldwide  license to use thoseADAPTEC's trademarks in connection with SANMINA-SCI's manufacturing of  the Product ("**ADAPTECTrademarks**") in accordance with ADAPTEC's guidelines as such guidelines may be amended from time to time inADAPTEC's sole discretion and of which it has advised SANMINA-SCI in writing.  SANMINA-SCI (A) agrees to implement modificationsto ADAPTEC Trademark guidelines into any materials created and distributed after receipt of such written notice; (B) acknowledgesADAPTEC's rights in the ADAPTEC Trademarks and agrees that any use thereof by SANMINA-SCI inures to the sole benefit ofADAPTEC; and, (C) agrees to not challenge ADAPTEC's ownership or use of any ADAPTEC Trademarks, or apply to register anyADAPTEC Trademark or mark confusingly similar thereto. Nothing in this Agreement should be construed to grant SANMINA-SCI anyother license or rights in the Trademarks of the other Party.  

	(b) From SANMINA-SCI. In all Products manufactured by SANMINA-SCI pursuant to ADAPTEC Orders,SANMINA-SCI grants ADAPTEC a nonexclusive, worldwide, royalty-free, perpetual license with the right to sublicense  to use, develop,modify, reproduce, distribute and sublicense SANMINA-SCI's Pre-Existing Intellectual Property only as incorporated in Products andsuch other intellectual property as required for ADAPTEC's rights hereunder.  

9.3    Ownership.
**	(a)  Pre-Existing Intellectual Property Rights.  All Intellectual Property Rights existing prior to the EffectiveDate will belong to the Party that owned such rights immediately prior to such date ("**Pre-Existing Intellectual PropertyRights**").  Neither Party will gain by virtue of this Agreement any rights of 

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 ownership of copyrights, patents, trade secrets,trademarks or any other intellectual property rights owned by the other.

        (b)  Ownership.  ADAPTEC shall own all right, title, and interest in the copyrights, patents, trade secrets, trademarksand other intellectual property rights and any derivatives, improvements or modifications thereof, created, conceived, developed, orprepared by or for ADAPTEC (including by SANMINA-SCI) pursuant to this Agreement ("**New IntellectualProperty**"). 
**10  INDEMNIFICATION AND LIMITATION OF LIABILITY**
10.1 SANMINA-SCI's Indemnification. SANMINA-SCI shall indemnify, defend, and hold ADAPTEC and ADAPTEC'saffiliates, shareholders, directors, officers, employees, contractors, agents and other representatives (the **"ADAPTEC-IndemnifiedParties")**harmless from all third party demands, claims, actions, causes of action, proceedings, suits, assessments, losses,damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including all attorneys' and professional feesand costs) of every kind (each a "**Claim**," and, collectively "**Claims**") to the extent of such Claim: (i) is based uponpersonal injury or death or injury to property (other than damage to the Product itself, which is handled in accordance with Section 8,Warranty) to the extent the foregoing is proximately caused by the negligent or willful acts or omissions of SANMINA-SCI or its officers,employees, subcontractors or agents, breach of this Agreement; (ii) arises or results from the negligence, willful misconduct or breachof this Agreement by SANIMINA-SCI or its officers, employees, subcontractors or agents; and/or (iii) arises from or relates to any actualor alleged infringement or misappropriation of any patent, trademark, mask work, copyright, trade secret or any actual or allegedviolation of any other intellectual property rights arising from or in connection with SANMINA-SCI's manufacturing processes, which, asto all Products, shall include any Warranted Components for which SANMINA-SCI has designed for ADAPTEC.

10.2 ADAPTEC's Indemnification. Except for SANMINA-SCI's indemnification obligation stated in Section 10.1, ADAPTECshall indemnify, defend, and hold SANMINASCI and SANMINA-SCI's affiliates, shareholders, directors, officers, employees,contractors, agents and other representatives (the **"SANMINA-SCI-Indemnified Parties")**harmless from all third party Claims:(i) based upon personal injury or death or injury to property to the extent any of the foregoing is proximately caused by ADAPTECexcept to the extent that a Product is defective as a result of SANMINA-SCI's manufacture or design thereof, which as to all Products,shall include any Warranted In-Sourced Components that SANMINA-SCI has designed for ADAPTEC; (ii) by the negligent or willful actsor omissions of ADAPTEC or its officers, employees, subcontractors or agents; and/or (iii) arising from or relating to any actual oralleged infringement or misappropriation of any patent, trademark, mask work, copyright, trade secret or any actual or alleged violationof any other intellectual property rights arising from or in connection with the Products.

10.3 Procedure. A Party entitled to indemnification pursuant to this Section 10 (the **"Indemnitee")**shall promptlynotify the other Party (the **"Indemnitor")**in writing of any Claims covered by this indemnity, shall grant sole control of thedisposition or settlement of any Claim and shall cooperation in the defense or settlement of any Claim. If the Indemnitor fails, within areasonable time after receipt of such notice, to assume the defense ~~with counsel reasonably satisfactory to theIndemnitee~~ or, if in the reasonable judgment of the Indemnitee, a direct or indirect conflict of interest exists between theParties with respect to the Claim, the Indemnitee shall have the right to undertake the defense~~, compromise and settlementof such Claim for the account and~~ at the expense of the Indemnitor as the Indemnitor agrees.  Notwithstanding theforegoing, if the Indemnitee in its sole judgment so elects, the Indemnitee may engage counsel at its own expense  without waiving theIndemnitor's obligation to indemnify and defend.  A Party will not settle a Claim without the consent to the other Party if such settlementrequires the other Party to pay any money or admit to any liability. Notwithstanding the foregoing, if the Indemnitee in its sole judgmentso elects, the Indemnitee employ counsel at its expense, without waiving the Indemnitor's obligation to indemnify and defend.

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10.4 Limitation of Liability.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL,INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATAOR PROFITS, EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoingshall not limit a Party's liability for a breach of its obligations under Section 14.2. IN ADDITION, IN NO EVENT SHALL SANMINA-SCI'SLIABILITY FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT EXCEED [******]. THESE LIMITATIONS SHALL APPLYNOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Notwithstanding the foregoing, theforegoing cap on liability shall not apply to limit: (i) a Party's obligation to indemnify the other Party against any third party Claim forpersonal injury or property damage, (ii) a Party's liability for actual damages required to be paid to any third party as a result of anyinfringement claim; or (iii) a Party's liability for a breach of Section 14.2. Nothing herein shall limit ADAPTEC's liability for undisputedactual damages under Section 11.2.  For clarification, the separate cap stated under Section 8.7 "Epidemic Failure" for outof warranty Products shall be construed under the terms of that Section and **not** under the cap provided in this Section10.4.
**11.  TERMINATION**
11.1 Termination for Cause. Either Party may terminate this Agreement or an Order hereunder fordefault: (i) if the other Party materially breaches this Agreement; provided, however, no termination right shall accrue until thirty (30)days after the defaulting Party is notified in writing of the material breach and the defaulting Party has failed to cure the alleged breach;provided that as to any alleged material breach by ADAPTEC of its undisputed payment obligations under Section 4, suchtermination right shall accrue after SANMINA-SCI has provided written notice of default and ADAPTEC has failed to cure such defaultwithin 10 business days of receipt of SANMINA-SCI's written notice or provides adequate assurances of performance;or (ii) the other Party  (a) enters into or file apetition, arraignment or proceeding seeking an order for relief under the bankruptcy laws of its respective jurisdiction; (b) enters into areceivership of any of its assets or (c) enters into a dissolution or liquidation of its assets or an assignment for the benefit of itscreditors.
11.2 Termination for Convenience.  ADAPTEC may terminate this Agreement hereunder for any reason upon thirty (30) days' prior written notice and mayterminate any Order hereunder for any reason upon ninety (90) days' (before scheduled shipment) prior written notice. SANMINA-SCImay terminate this Agreement, in whole or in part, for any reason upon one hundred eighty (180) days' notice.  
11.3  Termination for Force Maieure Event. If, as a result of a Force Majeure Event (defined in Section 13.1), a Party's isunable to perform for a cumulative period of ninety (90) days, then the other Party, at its option may terminate pending Orders upon five(5) days notice to the other Party.

11.4	Consequences of Termination.
(i)  Termination by SANMINA-SCI for Cause. In the event that SANMINA-SCI terminates this Agreement or an Orderpursuant to Section 11.1 (Termination of Cause), ADAPTEC shall pay SANMINA-SCI termination charges equal to: (1) the Price for allfinished Product existing at the time of termination; and (2) ADAPTEC's Component Liability pursuant to Section 5.3. SANMINA-SCI willuse its best efforts to minimize ADAPTEC's Component Liability which, for the purposes of this subsection, ADAPTEC's ComponentLiability shall be calculated based on the quoted cost of Components as stated on the BOM + 4% Components mark-up .

(ii) Termination by SANMINA-SCI for Convenience or Force Majeure Event. If SANMINA-SCI terminates this Agreementpursuant to Section 11.2 (Termination for Convenience) or Section 11.3 (Force Majeure), ADAPTEC shall pay SANMINA-SCI the Pricefor all finished Products delivered or ordered but not yet shipped as of the effective date of termination.

(iii)  Termination by ADAPTEC for Cause; Termination for SANMINA-SCI Force Majeure Event. In the event ADAPTECterminates this Agreement or any Order pursuant to Section 11.1 (Termination for Cause) or ADAPTEC terminates this Agreementpursuant to Section 11.4 (Termination for Force Majeure Event),  

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ADAPTEC shall pay SANMINA-SCI the undisputed Price for (1) allfinished shipped Product and such Products Ordered but not yet shipped .

(v)  Work In Process. In the event of termination for any reason, SANMINA-SCI shall finish all work in process such thatthe Product can be shipped as a finished Product as ADAPTEC elects**.**
 11.5 Survival. In addition to the obligation to pay any undisputed amounts due and payable prior to the effective date oftermination or expiration, the rights and obligations of the Parties under Sections 1, 4.2, 4.3, 5.3, 5.7, 8, 9.3, 10, 11.5, 14 and 16 willsurvive any termination or expiration of this Agreement. 
**12  QUALITY**
12.1 Specifications. Product shall be manufactured by SANMINA-SCI in accordance with the Specifications, asmodified via written ECO's in accordance with this Agreement, and only at the Singapore or Batam Plant. Neither Party shall make anychange to the Specifications, to any Components described therein, or to the Products (including, without limitation, changes in form, fit,function, design, appearance or place of manufacture of the Products or changes which would affect the reliability of any of theProducts) unless such change is made in accordance with Section 7.1. Notwithstanding the foregoing, SANMINA-SCI shall bepermitted to make changes in its manufacturing process (not location of manufacture) at any time, so long as such changes do notaffect the form, fit or function of the Products. SANMINA-SCI will inform ADAPTEC of changes to its manufacturing process by meansof a PCN (product change notice).

12.2 Product Content Declaration. SANMINA-SCI will provide a Declaration stating that to the best of SANMINA-SCI'sknowledge, SANMINA-SCI's manufacturing processes are RoHS compliant and compliant with any other mutually agreedenvironmental initiatives, laws or directives on a requested and quoted basis. 

12.3 Content of Specifications. The Specifications shall include (as applicable), but shall not be limited to (i) detailedelectrical, mechanical, performance and appearance specifications for each model of Product, (ii) the BOM; (iii) tooling specifications,along with a detailed description of the operation thereof, (iv) art work drawings, (v) Component specifications, and (vi) Vendor crossreferences.

12.4 Components. SANMINA-SCI shall use in its production of Products such Components of a type, quality, and gradespecified by ADAPTEC to the extent ADAPTEC chooses to so specify, and shall purchase Components only from Vendors appearingon ADAPTEC's approved vendor list **("AVL");**provided, however, that in the event SANMINA-SCI cannot purchase aComponent from a Vendor on ADAPTEC's AVL for any reason, SANMINA-SCI shall be able to purchase such Component from analternate Vendor, subject to ADAPTEC's prior written approval, which approval shall not be unreasonably withheld or delayed.SANMINA-SCI is responsible for managing all Vendors. 

12.5 SANMINA-SCI Components. Notwithstanding the provisions of Section 12.4 or anything in this Agreement to thecontrary, subject to the provisions of this Section 12.5, SANMINA-SCI will have the right, subject to ADAPTEC's prior written approval,to in-source one hundred percent (100%) of Components, including without limitation, PCBs, Backplane Assemblies, PCBAs,Enclosures, Cables, Memory Modules, and Optical Modules, if SANMINA-SCI has the capability to do so. SANMINA-SCI will provideADAPTEC with such information as ADAPTEC may reasonably request to enable ADAPTEC to confirm that SANMINA-SCI has therequired quality and technology to in-source such Components, as described herein. In addition, and without limiting the generality ofthe foregoing, ADAPTEC reserves the right to require qualification and test data of any Components that SANMINA-SCI desires to in-source. Subject to the foregoing, SANMINA-SCI will inform ADAPTEC if it commences manufacturing of any Products usingComponents in sourced by SANMINA-SCI in accordance with the terms hereof. 

12.6 Quality Specifications. SANMINA-SCI shall comply with the quality specifications set forth in the ADAPTEC QualityPlan provided to SANMINA-SCI on December 20, 2005. 

12.7 Inspection of Facility. Upon reasonable advance written notice ADAPTEC may inspect the 

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 manufacturing processes,facilities, Products and Components held by SANMINA-SCI for ADAPTEC at SANMINA-SCI's facilities during SANMINA-SCI's regularbusiness hours, provided that such inspection does not unduly affect SANMINASCI's operations. ADAPTEC and its representativesshall observe all security and handling measures of SANMINA-SCI while on SANMINA-SCI's premises. If SANMINA-SCI desires tomanufacture Products for ADAPTEC at a facility not previously inspected and qualified by ADAPTEC, SAMINA-SCI will provideADAPTEC with a reasonable opportunity to inspect such facility and to undertake any processes deemed reasonably necessary byADAPTEC to qualify the facility, including the equipment and the personnel that will be used for the manufacture of Products.
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**13.  FORCE MAJEURE**
13.1 Force Maieure Event. For purposes of this Agreement, a **"Force Majeure Event"**means the occurrence ofunforeseen circumstances beyond a Party's reasonable control which cannot be avoided by the exercise of due diligence (including theexpenditure of a reasonable sum of money) and does not result from such Party's negligence or intentional misconduct, including, butnot limited to, any act by any governmental authority, act of war, natural disaster, strikes, lockouts or labor disputes by or with any non-SANMINA-SCI employees, boycott, embargo, riot or civil commotion.

13.2 Notice of Force Maieure Event. Neither Party shall be responsible for any failure to perform due to a Force MajeureEvent provided that such Party gives notice to the other Party of the Force Majeure Event as soon as reasonably practicable,but not later than five (5) days after the date on which such Party knew or should reasonably have known of the commencement of theForce Majeure Event, specifying the nature and particulars thereof and the expected duration thereof; provided, however, thatthe failure of a Party to give notice of a Force Majeure Event shall not prevent such Party from relying on this Section except to theextent that the other Party has been prejudiced thereby.

13.3 Termination of Force Maieure Event. The Party claiming a Force Majeure Event shall use reasonable efforts tomitigate the effect of any such Force Majeure Event and to cooperate to develop and implement a plan of remedial and reasonablealternative measures to remove the Force Majeure Event (including the expenditure of a reasonable sum of money). Upon thecessation of the Force Majeure Event, the Party affected thereby shall immediately notify the other Party of such fact, and use its bestefforts to resume normal performance of its obligations under the Agreement as soon as possible. Nothing herein shall require a Partyto settle any labor strikes.

13.4 Limitations. Notwithstanding that a Force Majeure Event otherwise exists, the provisions of this Article shall notexcuse (i) any obligation of either Party, including the obligation to pay money in a timely manner for Product actually delivered or otherliabilities actually incurred, that arose before the occurrence of the Force Majeure Event causing the suspension of performance; or (ii)any late delivery of Product, equipment, materials, supplies, tools, or other items to the extent caused by negligent acts or omissions onthe part of such Party.
**CONFIDENTIALITY**
14.1  Definitions. For the purpose of this Agreement, 

 (i)  **"Confidential Information"**meansinformation (in any form or media) regarding a Party's customers, prospective customers (including lists of customers and prospectivecustomers), methods of operation and manufacturing, engineering methods and processes (include any information which may beobtained by a Party by reverse engineering, decompiling or examining any software or hardware provided by the other Party under thisAgreement), programs and databases, patents and designs, billing rates, billing procedures, vendors and suppliers, business methods,finances, management, or any other business information relating to such Party (whether constituting a trade secret or proprietary orotherwise) which has value to such Party and is treated by such Party as being confidential which may be marked as"confidential" or "proprietary" or which is provided under such circumstances as to reasonably be deemed to beConfidential Information; provided, however, that Confidential Information does not include information that (a) is rightfullyknown to the other Party prior to receipt from the Disclosing Party (as defined below) hereunder, which knowledge shall be evidencedby written records, (b) is independently developed by the Receiving Party (as defined below), as evidenced by 

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 written records, withoutaccess to any of the Disclosing Party's Confidential Information; (c) is or becomes in the public domain through no breach of thisAgreement, or (d) is received from a third party without breach of any obligation of confidentiality and provided further that ConfidentialInformation may be disclosed to a Representative or in response to a subpoena, order or other legal, regulatory or compliancerequirement or to a Party's representative.  If disclosure is required pursuant to a subpoena or order of a court or regulatory agency,Receiving Party will use commercially reasonable efforts to provide prior written notice to the Disclosing Party of the requireddisclosure.

(ii) **"Person"**shall mean and include any individual, partnership, association, corporation, trust,unincorporated organization, limited liability company or any other business entity or enterprise.

(iii) **"Representative"**shall  mean  a  Party's  employees,  agents,  or representatives ,including, withoutlimitation, financial advisors, lawyers, accountants, experts, and consultants.

14.2   Nondisclosure covenants.
(i) In connection with this Agreement, each Party (the **"Disclosing Party")**may furnish to the otherParty (the "**Receiving Party")**or its Representatives certain Confidential Information. For a period of three (3) years fromthe date of the last disclosure under this Agreement, the Receiving Party: (a) shall maintain as confidential all Confidential Informationdisclosed to it by the Disclosing Party, (b) shall not, directly or indirectly, disclose any such Confidential Information to any Person otherthan (i) those Representatives of the Receiving Party whose duties justify the need to know such Confidential Information so long aseach Representative is bound by a similar obligation of confidentiality or (ii) if SANMINA-SCI is the Receiving Party, a third partyVendor for the purpose of obtaining price quotations and (c) shall treat such Confidential Information with the same degree of care as ittreats its own Confidential Information (but in no case with less than a reasonable degree of care).  Notwithstanding the foregoing, tradesecrets and source code shall be held as Confidential Information until falling within an exception listed in 14.1 above.

(ii) The disclosure of any Confidential Information is solely for the purpose of enabling each Party to performunder this Agreement, and the Receiving Party shall not use any Confidential Information disclosed by the Disclosing Party for anyother purpose.

(iii) Except as otherwise set forth in this Agreement, all Confidential Information supplied by the Disclosing Partyshall remain the property of the Disclosing Party, and will be promptly returned by the Receiving Party upon receipt of written requesttherefor.

14.3 Injunctive Relief Authorized. Any material breach of this Article by a Party or its Representativesmay cause irreparable injury and the non-breaching Party may be entitled to equitable relief, including injunctive relief and specificperformance, in the event of a breach. The above will not be construed to limit the remedies available to a Party. In addition, theprevailing Party will be entitled to be reimbursed for all of its reasonable attorneys' fees and expenses at all levels of proceedings andfor investigations, from the non-prevailing Party.

14.4 No Publicity. Each Party agrees not to issue any press release or make any public announcementrelating to the subject matter of this Agreement without the prior consent of the other Party, except as a Party believes in good faith isrequired by applicable law or any listing or trading agreement concerning its publicly-traded securities (in which case, the Party seekingto disclose the information shall give reasonable notice to the other Party of its intent to make such a disclosure).
**15.	INSURANCE**
SANMINA-SCI agrees to maintain during the term of this Agreement a) workers' compensation insuranceas prescribed by the law of the state in which SANMINA-SCI's services are performed; (b) employer's liability insurance with limits of atleast $500,000 per occurrence; (c) commercial automobile liability insurance if the use of motor vehicles is required, with limits of atleast $1,000,000 for bodily injury and property damage for each occurrence; (d) commercial general liability insurance, including blanketcontractual liability and broad form property damage, with limits of at least $1,000,000 combined single limit for personal injury andproperty damage for each occurrence; and (e) commercial general liability insurance endorsed to 

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 include products liability andcompleted operations coverage in the amount of $1,000,000 for each occurrence. SANMINA-SCI shall furnish to ADAPTEC certificatesor evidence of the foregoing insurance indicating the amount and nature of such coverage and the expiration date of each policy. EachParty agrees that it, its insurer(s) and anyone claiming by, through, under or in itsbehalf shall have no claim, right of action or right of subrogation against the other Party and theother Party's affiliates, directors, officers, employees and customers based on any loss or liability insured against under the insurancerequired by this Agreement.**16.	MISCELLANEOUS**
16.1 Audit. SANMINA-SCI agrees to maintain all books and records in accordance with generally acceptedaccounting procedures ("**GAAP**"). In addition to the Right to Inspect Facilities under Section 12.7, ADAPTEC, uponprior reasonable written notice, may inspect all books and records of SANMINA-SCI to confirm compliance with this Agreement andSANMINA-SCI agrees to make all such books and records available to ADAPTEC at SANMINA-SCI's principal place of business firststated in the Introductory Clause to this Agreement or such other location as ADAPTEC agrees. 

16.2 Integration Clause. This Agreement (including the Exhibits and Schedules to this Agreement) constitutes the entireagreement between the Parties with respect to the subject matter hereof and supersedes any prior understandings, agreements,warranties or representations by or between the Parties, written or oral, to the extent they related in any way to the subject matterhereof. The Parties expressly agree the Amendment to the Manufacturing Services and Supply Agreement, Effective Date May 23,2007 and the Manufacturing Services and Supply Agreement dated December 23, 2005 are terminated in their entireties as of theEffective Date and replaced with this Agreement. This Agreement may be amended by the Parties hereto at any time by execution ofan instrument in writing signed on behalf of each of the Parties hereto.

16.3 Order of Precedence. All quotations, Orders, acknowledgments and invoices issued pursuant to this Agreement areissued for convenience of the Parties only and shall be subject to the provisions of this Agreement and the Exhibits hereto. Wheninterpreting this Agreement, precedence shall be given to the respective parts in the following descending order: (a) this Agreement; (b)Schedules and Exhibits to this Agreement; and (c) if Orders are used to release Product, those portions of the Order that are not pre-printed and which are accepted by SANMINA-SCI. The Parties acknowledge that (y) the preprinted provisions on the reverse side ofany such quotation, Order, acknowledgment or invoice and (z) all terms other than the specific terms set forth in Section 5.2 shall bedeemed deleted and of no effect whatsoever.

16.4	Waiver. The rights and remedies of the Parties to this Agreement are cumulative and not alternative. Neither thefailure nor any delay by any Party in exercising any right, power or privilege underthis Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and nosingle or partial exercise of such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege orthe exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (i) no claim or right arising outof this Agreement or the documents referred to in this Agreement can be discharged by one Party, in whole or in part, by a waiver orrenunciation of the claim or right unless in writing signed by the other Party; (ii) no waiver that may be given by a Party will beapplicable except in the specific instance for which it is given; and (iii) no notice to or demand on one Party will be deemed to be awaiver of any obligation of such Party or of the right of the Party giving such notice or demand to take further action without notice ordemand as provided in this Agreement or the documents referred to in this Agreement.

16.5  Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein (includingtheir Affiliates) and their respective successors and permitted assigns. Neither Party may assign or transfer this Agreement or any of itsrights, interests, or obligations hereunder without the prior written approval of the other Party. Notwithstanding the foregoing, eitherParty may assign or transfer this Agreement or any of its rights, interests, or obligations hereunder, to a third party that succeeds to allor substantially all of its assets or related business (whether by sale, merger, operation of law or otherwise), 

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 without the consent of thenon-assigning Party.  The successor in interest is subject to the terms and conditions of this Agreement then in effect.  

16.5 Independent Contractors. In the exercise of their respective rights, and the performance of their respectiveobligations under this Agreement, the Parties are, and will remain, independent contractors. Nothing in this Agreement will be construed(i) to constitute the Parties as principal and agent, partners, joint venturers, or otherwise as participants in a joint undertaking; or (ii) toauthorize a Party to enter into any contract or other binding obligation on the part of the other Party. No Party will represent to any otherperson, firm, corporation or other entity that it is authorized to enter into any contract or other binding obligation on behalf of the otherParty.

16.6 Notices. .All notices and other communications required or permitted hereunder shall be in writing, shall beeffective when given, and shall in any event be deemed to be given upon receipt or, if earlier, (a) upon delivery, if delivered by hand, (b)three business days after the business day of deposit with Federal Express or similar overnight courier, freight prepaid or (c) onebusiness day after the business day of facsimile transmission, if delivered by facsimile transmission with copy by Federal Express orsimilar overnight courier, freight prepaid, and shall be addressed to the intended recipient as set forth below:

If to SANMINA-SCI:************