##### 



Exhibit 10.44
 ***Text Omitted and Filed Separately
with the Securities and Exchange Commission.
Confidential Treatment Requested
Under 17 C.F.R. Sections 200.80(b)(4)
and 240.24b-2.
 License
Reference Number___ [***] ___
  LICENSE AGREEMENT
  Section 1 Definitions
      1




---



##### 



(a)
    
    issued or issuing on patent applications entitled to an effective filing date prior to [***];
and
  2




---



##### 



(b)
    
    under which patents or the applications therefor a party hereto or any of its Subsidiaries
has as of the Agreement Date, or thereafter obtains, the right to grant licenses to Grantee of
or within the scope granted herein without such grant or the exercise of rights thereunder
resulting in the payment of royalties or other consideration by Grantor or its Subsidiaries to
third parties (except for payments among Grantor and its Subsidiaries, and payments to third
parties for inventions made by said third parties while employed by Grantor or any of its
Subsidiaries).
        3




---



##### 



4




---



##### 



(a)
    
    more than fifty percent (50%) of whose outstanding shares or securities (representing the
right to vote for the election of directors or other managing authority) are, now or
hereafter, owned or controlled, directly or indirectly, by a party hereto or such third party,
but such corporation, company or other entity shall be deemed to be a Subsidiary only so long
as such ownership or control exists; or
 (b)
    
    which does not have outstanding shares or securities, as may be the case in a partnership,
joint venture or unincorporated association, but more than fifty percent (50%) of whose
ownership interest representing the right to make the decisions for such corporation, company
or other entity is now or hereafter, owned or controlled, directly or indirectly, by a party
hereto or such third party, but such corporation, company or other entity shall be deemed to
be a Subsidiary only so long as such ownership or control exists.
 Section 2 Grants of Rights
  (a)
    
    to make (including the right to use any apparatus and practice any method in making), use,
import, offer for sale, lease, license, sell and/or otherwise transfer Grantee Licensed
Products; and(b)
    
    to have Grantee Licensed Products made by another manufacturer for the use, importation,
offer for sale, lease, sale and/or other transfer by Grantee only when the conditions set
forth in Section 2.2 are met.(c)
    
    to use any apparatus and practice any method in connection with the Performance of Business
Processes for itself or third parties in connection with Licensed Products.
  5




---



##### 



(a)
    
    shall only apply to [***];(b)
    
    shall only apply to Grantee Licensed Products and/or portions thereof for which [***];(c)
    
    shall only be under claims of [***]; and(d)
    
    shall not apply to any products in the form manufactured or marketed, or any process or
method used, [***].
   6




---



##### 



(a)
    
    the date such Subsidiary ceases to be a Subsidiary; and(b)
    
    the date of termination or expiration of the license of the party or Subsidiary that granted
the sublicense.
     7




---



##### 



(a)
    
    [***](b)
    
    [***](c)
    
    [***]
  8




---



##### 



(d)
    
    this Section 2.8, Section 3, and Section 4 shall be omitted from the [***];(e)
    
    [***] and(f)
    
    if during any [***] period the [***]
    (a)
    
    the purchase price paid to Grantee and Grantees designees for items included in the product
[***]; and(b)
    
    the product is sold under Grantees brand name.
   9




---



##### 



Section 3. Releases
   Section 4. Payment
    (a)
    
    all of the payments set forth in Section 4.1 that have not been paid shall automatically
become due and payable in
  10




---



##### 



full on the [***] day after IBM sends written notice of its election to accelerate the
remaining payments, unless IBM receives the Late Payment within [***] business days after
IBM sends such notice; or(b)
    
    all licenses and other rights granted herein to DOT HILL shall automatically terminate on the
[***] day after IBM sends written notice of its election to terminate DOT HILLs rights,
unless IBM receives the Late Payment within [***] business days after IBM sends such notice.
In such event, DOT HILL shall remain obligated to pay all payments which had become due prior
to such notice (plus interest thereon as provided in Section 4.2).
 Section 5. Term of Agreement; Acquisition of a Party
  
 (a)
    
    the Acquired Party shall promptly give notice of such acquisition to the other party; and(b)
    
    the license granted to the Acquired Party and all sublicenses (if any) granted to the
Acquired Partys remaining Subsidiaries shall automatically [***] within the licenses granted
in this Agreement (or in such sublicense) prior to such acquisition.
   11




---



##### 



Section 6. Means of Payment and Communication
    For IBM:
    
    For DOT HILL:Director of Licensing
    
    Chief Financial OfficerIBM Corporation
    
    Dot Hill Systems Corp.North Castle Drive, MD-NC119
    
    6305 El Camino RealArmonk, NY 10504-1785
    
    Carlsbad, CA 92009United States of America
    
    United States of AmericaFacsimile: (914) 765-4380
    
    Facsimile: (760) 931-5527
  Section 7. Miscellaneous
    12




---



##### 



13




---



##### 



14




---



##### 



(a)
    
    disclosure is permissible if required by government or court order, provided the party
required to disclose first gives the other prior written notice to enable it to seek a
protective order;(b)
    
    disclosure is permissible if otherwise required by law, including, but not limited to,
disclosure requirements of the SEC or other government entities;(c)
    
    disclosure is permissible if required to enforce rights under
this Agreement;(d)
    
    each party may use similar terms and conditions in other agreements;(e)
    
    each party may disclose only the scope of the licenses and immunities granted hereunder (but
not any financial terms) to the extent reasonably necessary, on a confidential basis, to its
customers, potential customers, and other third parties with which it has a current or
potential commercial relationship; and(f)
    
    each party may disclose the terms and conditions of this Agreement to the extent reasonably
necessary, on a confidential basis, to its accountants, attorneys, financial advisors, its
present or future providers of venture capital and/or potential investors in or acquirers of
such party or product lines [***].
  15




---



##### 



Agreed to:
    
    
    
    Agreed to:Dot Hill Systems Corp.
    
    
    
    INTERNATIONAL BUSINESSMACHINES CORPORATIONBy:
    
    /s/ Preston Romm
    
    
    
    By:
    
    /s/ Mark PetersonName: Preston Romm
    
    
    
    
    
    Mark PetersenTitle: CFO
    
    
    
    
    
    Director of Finance,Technology &Intellectual PropertyDate: 12/29/05
    
    
    
    Date: 12/28/05
 16




---



##### 



17




---



##### 



Section X. Accruals, Records, Reports and Other Information
      (a)
    
    [***](b)
    
    [***](c)
    
    [***]
     18




---



##### 



(a)
    
    maintain records which meet the requirements of Section X.6;(b)
    
    furnish a report which meets the requirements of Section X.5;(c)
    
    [***] or(d)
    
    permit an audit pursuant to Section X.6;
   END EXHIBIT 1
  19