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Exhibit 10.4
 CONFIDENTIAL
 INVENTORY PURCHASE AND TRANSFER AGREEMENT
 IPA Effective Date CM Cisco
 RECITALS
 MMA
 PPA SLA
   NOW, THEREFORE,
 ARTICLE 1  QUITCLAIM TRANSFER, PURCHASE, CONSIDERATION, TAXES, DELIVERY
 Purchase and Sale of Listed Inventory and In Transit Inventory
 Exhibit A Listed Inventory Exhibit B Facilities
  CISCO CONFIDENTIAL
    
    Cisco BV  Solectron Texas




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Exhibit B In Transit Inventory Initial In Transit Inventory Period Quarter End Date Initial In Transit
Inventory Exhibit A-1 Subsequent In
Transit Inventory Subsequent In
Transit Inventory Period Exhibit A-2
 Quitclaim Transfer of WIP Inventory
 Exhibit A WIP Inventory
 No Transfer of Intellectual Property Rights
 Inventory
 Consideration for Sale of Listed Inventory and In Transit Inventory
 Exhibit A Listed Inventory Purchase Price In Transit Inventory Purchase Price Purchase Price Exhibit A Exhibit A-1
and Exhibit A-2 Payment Date
 Use and Resale of Inventory
   CISCO CONFIDENTIAL
    
    Cisco BV  Solectron Texas
 2




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Delivery, Risk of Loss and Title to Inventory
  Bulk Sales
  Tax Exemption Certificates
  Tax Indemnity
   CISCO CONFIDENTIAL
    
    Cisco BV  Solectron Texas
 3




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ARTICLE 2  CISCO WARRANTIES
 Warranty of Title and Quitclaim of Title
  As Is Condition of Inventory
 EXCEPT FOR THE FOREGOING WARRANTY OF TITLE WITH RESPECT TO LISTED INVENTORY AND IN TRANSIT
INVENTORY, THE INVENTORY IS BEING SOLD OR TRANSFERRED TO CM AT ITS CURRENT PHYSICAL LOCATION,
WHETHER AT THE CMS OR THE CMS CONTRACTORS SITES, (OR, IF IN TRANSIT, AT SUCH SITES UPON ITS
ARRIVAL) AND IN AS IS CONDITION, WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES OF ANY
KIND, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OPERABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THOSE ARISING FROM A
COURSE OF DEALING, USAGE OR TRADE PRACTICE.
  ARTICLE 3  LIMITED LIABILITY
 NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS IPA, EACH PARTYS AGGREGATE LIABILITY IN CONNECTION
WITH THIS IPA, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO THE LIABILITY (WHETHER IN CONTRACT,
TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY), SHALL NOT
EXCEED THE PURCHASE PRICE PAID TO CISCO BY CM UNDER THIS IPA AND NEITHER PARTY SHALL NOT BE LIABLE
FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, OR INTERRUPTION OF BUSINESS,
NOR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND RELATED TO
THE INVENTORY OR THIS IPA, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY) OR OTHERWISE, AND WHETHER OR NOT A PARTY IS
INFORMED OF THE POSSIBILITY THEREOF IN ADVANCE. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT
PER INCIDENT. THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS
SHALL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED
  CISCO CONFIDENTIAL
    
    Cisco BV  Solectron Texas
 4




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HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL
PURPOSE AND THAT THE PROVISIONS OF THIS ARTICLE 3 CONTAIN THE ALLOCATION OF RISK AND ARE A
FUNDAMENTAL BASIS OF THE BARGAIN
AGREED TO BY THE PARTIES. NOTWITHSTANDING THE FOREGOING, THIS LIMITATION OF LIABILITY SHALL NOT
APPLY TO INVENTORY AFTER IT HAS BEEN INCORPORATED INTO CISCO PRODUCTS; IN SUCH CASE, THE LIMITATION
OF LIABILITY PROVISIONS OF THE PPA SHALL APPLY.
 ARTICLE 4  REPRESENTATIONS OF CISCO
  ARTICLE 5  REPRESENTATIONS OF CM
  ARTICLE 6  DISPUTE RESOLUTION
  ARTICLE 7  GENERAL PROVISIONS
   CISCO CONFIDENTIAL
    
    Cisco BV  Solectron Texas
 5




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CISCO CONFIDENTIAL
    
    Cisco BV  Solectron Texas
 6




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IN WITNESS WHEREOF
 SOLECTRON CORPORATIONBy:Name:Title:Date signed:CISCO SYSTEMS INTERNATIONAL B.V.By:Name:Title:Date signed:
 [SIGNATURE PAGE TO CISCO SYSTEMS INTERNATIONAL B.V. -
SOLECTRON CORPORATION IPA]
  CISCO CONFIDENTIAL
    
    Cisco BV  Solectron Texas
 7




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EXHIBIT A
 WIP INVENTORY AND LISTED INVENTORY
    PURCHASE PRICE FOR LISTED INVENTORY
  PAYMENT DATE FOR LISTED INVENTORY
    CISCO CONFIDENTIAL
    
    Cisco BV  Solectron Texas
 8




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EXHIBIT A-1
 IN TRANSIT INVENTORY ADDENDUM
 IPA
  PURCHASE PRICE FOR INITIAL IN TRANSIT INVENTORY
  PAYMENT DATE FOR INITIAL IN TRANSIT INVENTORY
   IN WITNESS WHEREOF
 SOLECTRON CORPORATIONBy:Name:Title:Date signed:CISCO SYSTEMS INTERNATIONAL B.V.By:Name:Title:Date signed:
  CISCO CONFIDENTIAL
    
    Cisco BV  Solectron Texas
 9




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EXHIBIT A-2
 IN TRANSIT INVENTORY SUPPLEMENTAL ADDENDUM
 IPA
  PURCHASE PRICE FOR SUBSEQUENT IN TRANSIT INVENTORY
  PAYMENT DATE FOR SUBSEQUENT IN TRANSIT INVENTORY
   IN WITNESS WHEREOF
 SOLECTRON CORPORATIONBy:Name:Title:Date signed:CISCO SYSTEMS INTERNATIONAL B.V.By:Name:Title:Date signed:
  CISCO CONFIDENTIAL
    
    Cisco BV  Solectron Texas
 10




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EXHIBIT B
 FACILITIES
  Solectron Texas, L.P.,
    CISCO CONFIDENTIAL
    
    Cisco BV  Solectron Texas
 11