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TECHNOLOGY LICENSE AGREEMENT
 THIS TECHNOLOGY LICENSE AGREEMENT License Agreement Effective Date Dot Hill Systems Corp. Dot Hill Network
Appliance, Inc. NetApp Party Parties
 BACKGROUND
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE ,
 LICENSE AGREEMENT
 Definitions
 Affiliate
 Confidential Information
 NetApp and Dot Hill Confidential
Technology License Agreement
 Page 1.




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Development and Supply Contract
 Dot Hill Competitor
 Dot Hill IPR
 Dot Hill Patents
 Dot Hill Technology Exhibit A
 NetApp and Dot Hill Confidential
Technology License Agreement
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Exhibit B Exhibit
B Exhibit A Exhibit
A Exhibit A Exhibit A
 Effective Date
 Period
 IOM
 Initial Purchase Period
 License Agreement
 NetApp DCM
 Other Royalty-Bearing Component Other Royalty-Bearing
Component
 NetApp and Dot Hill Confidential
Technology License Agreement
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PCM
 Permitted Purposes Improvements
 Product Exhibit B
 Royalty Base Exhibit J, Rev. 1
 Royalty-Bearing Items
  [...***...] Product
 [...***...] Period
 Technology
 NetApp and Dot Hill Confidential
Technology License Agreement
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Time Commitment Period
 Trigger Event Definitions
 Term
 License Rights and Restrictions
 Ordinary Use Exhibit J, Rev. 1 Assignment
 Manufacturing and Other Rights Exhibit J, Rev. 1
 Assignment Royalties
  NetApp and Dot Hill Confidential
Technology License Agreement
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Assignment Royalties
 Assignment
 Certain Rights of Revocation.
   NetApp and Dot Hill Confidential
Technology License Agreement
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Sublicense Rights
 Scope of Rights
 Limit on Manufacture of [...***...] Products
 Other Responsibilities
 Exclusions
 NetApp and Dot Hill Confidential
Technology License Agreement
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License Restrictions
 No Other Rights Granted
 Ownership Rights Intellectual Property Ownership
Rights
 Use of Manufacturing Lines
  NetApp and Dot Hill Confidential
Technology License Agreement
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Exhibit F, Rev. 2
  Royalties; Statements; Payments; Taxes; Interest; Other Reports
 Royalties
 (a) Certain Royalty-Bearing Products
 NetApp and Dot Hill Confidential
Technology License Agreement
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NetApp and Dot Hill Confidential
Technology License Agreement
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(b) Royalties for Units of [...***...] Products Exhibit B
 (c) Royalties for Other Items Exhibit B
 Reconciliation for Units of [...***...] Products
 NetApp and Dot Hill Confidential
Technology License Agreement
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Percentage
    
    Percentagein License
    
    of Royalty-
    
    RoyaltyDescription
    
    Period of Time
    
    Rights
    
    free Units
    
    BaseInitial Purchase Period
    
    [...***...]
    
    [...***...]
    
    [...***...]
    
    [...***...][...***...] Period
    
    [...***...]
    
    [...***...]
    
    [...***...]
    
    [...***...][...***...] Period
    
    [...***...]
    
    [...***...]
    
    [...***...]
    
    [...***...]
 Statements Payment Term
 NetApp and Dot Hill Confidential
Technology License Agreement
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Payments
 Taxes
 Interest
 Planning Reports
 NetApp and Dot Hill Confidential
Technology License Agreement
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Other Information.
 Books and Records
 Confidentiality
 General Obligations
 NetApp and Dot Hill Confidential
Technology License Agreement
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Disclosure of Dot Hill Technology
 Written Confidentiality Agreements
 Limited Scope of Disclosure
 Communication of Information
  NetApp and Dot Hill Confidential
Technology License Agreement
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Exceptions to Confidentiality Obligations
         NetApp and Dot Hill Confidential
Technology License Agreement
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No Assignment.
 TERMINATION RIGHTS.
 NetApp and Dot Hill Confidential
Technology License Agreement
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Governing Laws; Escalation; Arbitration
 Governing Laws
 Escalation
 Arbitration JAMS
 Intellectual Property Indemnification
 Indemnification Obligations NetApp Indemnified Party
 NetApp and Dot Hill Confidential
Technology License Agreement
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Conditions to Indemnification Obligations
 Certain Remedies.
 Limitation of Liability
 Exclusive Remedy THE FOREGOING IS THE ENTIRE EXCLUSIVE OBLIGATION OF DOT HILL, AND THE
SOLE AND EXCLUSIVE REMEDY OF EACH INDEMNIFIED PARTY, FOR ANY ACTUAL OR THREATENED MISAPPROPRIATION
OR INFRINGEMENT CLAIMS, SUITS AND/OR PROCEEDINGS MADE AGAINST A NETAPP INDEMNIFIED PARTY WITH
RESPECT TO DOT HILL TECHNOLOGY.
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13. Limited Liability. EXCEPT FOR ANY FAILURE TO COMPLY WITH THE LICENSE OR OWNERSHIP RIGHTS OR
CONFIDENTIALITY PROVISIONS IN THIS LICENSE AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR
ANY SPECIAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR INCIDENTAL DAMAGES HOWEVER CAUSED, AND WHETHER
FOR BREACH OF WARRANTY, BREACH OF CONTRACT, REPUDIATION OF CONTRACT, TERMINATION, NEGLIGENCE OR
OTHERWISE, EVEN IF A PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS
LIMITATION SHALL, HOWEVER, NOT APPLY TO ANY ROYALTIES THAT ARE OR BECOME DUE AND PAYABLE HEREUNDER.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE AMOUNTS PAYABLE UNDER THIS LICENSE AGREEMENT HAVE BEEN
ESTABLISHED BASED UPON THESE LIABILITY LIMITATIONS, AND AGREE THAT THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EXCEPT FOR ANY FAILURE
TO COMPLY WITH THE CONFIDENTIALITY PROVISIONS IN THIS LICENSE AGREEMENT, DOT HILLS MAXIMUM
LIABILITY UNDER THIS LICENSE AGREEMENT, HOWEVER ARISING, SHALL IN NO EVENT EXCEED [...***...]. IN NO
EVENT SHALL THIS LICENSE AGREEMENT BE CONSTRUED SO AS TO REDUCE ANY OF THE PROPRIETARY RIGHTS OF
DOT HILL.
 Disclaimer of Warranties. DOT HILL HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, WITH RESPECT TO ALL ITEMS LICENSED UNDER THIS LICENSE AGREEMENT. ALL SUCH
ITEMS ARE PROVIDED AS IS BASIS AND WITHOUT ANY WARRANTIES. ANY USE OF SUCH ITEMS IS AT THE
RECIPIENTS RISK. DOT HILL ALSO DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO ALL OF THE ITEMS
PROVIDED UNDER THIS LICENSE AGREEMENT.
 Severability and Waiver
 Severability
 NetApp and Dot Hill Confidential
Technology License Agreement
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Waiver
 Compliance with Laws and Regulations
 Export Controls Export Controls
  http://www.ustreas.gov/ofac
 http://www.gpo.gov/bxa
 TDO http://www.bxa.doc.gov/DPL/2_denial.htm
 http://www.bxa.doc.gov/PDF/Admin3.pdf
 NetApp and Dot Hill Confidential
Technology License Agreement
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Foreign Corrupt Practices Act FCPA
 Assurances and Compliance
 Export Control Classification
 Notices.
 Effect of License Agreement on Development and Supply Contract NetApp License Rights and Restrictions No Other Rights Granted Future
Desired License Rights
 NetApp and Dot Hill Confidential
Technology License Agreement
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Use of Manufacturing Lines License for Power Supplies Escrow
 Remedies
 Survival Definitions License
Restrictions No Other Rights Granted Ownership Rights Royalties;
Statements; Payments; Taxes; Interest; Other Reports Book and Records Confidentiality No Assignment Governing Laws; Escalation; Arbitration Intellectual Property Indemnification Limited Liability Disclaimer of
Warranties Severability and Waiver Compliance with Laws and Regulations Notices Effect of License Agreement on Development and Supply Contract Remedies Survival Headings and Subheadings Advice of Legal Counsel;
Construction Counterparts; Facsimile Transmissions Entire Agreement
 Headings and Subheadings
 Advice of Legal Counsel; Construction including without limitation
 Counterparts; Facsimile Transmissions
 NetApp and Dot Hill Confidential
Technology License Agreement
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Entire Agreement
 IN WITNESS WHEREOF
 DOT HILL SYSTEMS CORP.
    
    
    
    NETWORK APPLIANCE, INC.By:
    
    /s/ Dana W. Kammersgard
    
    
    
    By:
    
    /s/ Michael W. WaisName:
    
    Dana W. Kammersgard
    
    
    
    Name:
    
    Michael W. WaisTitle:
    
    President & CEO
    
    
    
    Title:
    
    Vice President, Supply Chain ManagementDate:
    
    October 1, 2007Date:
    
    October 1, 2007
 NetApp and Dot Hill Confidential
Technology License Agreement
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Exhibit A
 List of Dot Hill Technology
  ***
Confidential Treatment Requested