Jurisdiction and Consent to Service; Expenses Related to Legal Proceedings
Section 9.9
Entire Agreement
Section 9.10
Descriptive Headings
Section 9.11
Governing Law
Section 9.12
Counterparts
Section 9.13
Specific Performance
iii
EXHIBITS:
Exhibit A
Reference Balance Sheet (see Schedule 3.4(i))
Exhibit B
Bill of Sale
Exhibit C
Form of Assignment of Patent Rights
Exhibit D
Form of Assignment of Copyrights
Exhibit E
Form of Assignment of Trademarks
Exhibit F
Instrument of Assumption
Exhibit G
Rolling Meadows Lease Agreement
Exhibit H
Multiple Site License Agreement
Exhibit I
Consulting Services Agreement
Exhibit J
Intellectual Property License Agreement
Exhibit K
Form of Lease Assignment Agreement
iv
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT, dated as of March 4, 2003 (the "Agreement"), is
by and between UTStarcom, Inc., a Delaware corporation, and its designated
subsidiaries or affiliates ("Buyer"), and 3Com Corporation, a Delaware
corporation ("Seller").
WHEREAS, Seller by itself and through the entities set forth on Schedule 3.9 of
the Disclosure Schedules (collectively, the "Seller Group") is currently engaged
in developing, manufacturing, having manufactured, selling, marketing,
supporting and providing professional services with respect to the Products (as
defined in Section 3.7(n)(iv)) (the "Business"); and
WHEREAS, Buyer desires to purchase and assume from Seller, and Seller desires
to, or desires to cause other members of the Seller Group to, sell, assign,
transfer, convey and deliver to Buyer, certain specified assets and properties
of the Seller Group related to the Business together with certain specified
obligations and liabilities relating thereto, all in the manner and subject to
the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants, agreements and conditions hereinafter
set forth, and intending to be legally bound hereby, the parties hereto agree as
follows:
ARTICLE I
TRANSFER OF ASSETS AND LIABILITIES
SECTION 1.1
ASSETS TO BE SOLD; ASSUMPTION OF LIABILITIES
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AT THE CLOSING (AS
DEFINED IN SECTION 1.3), SELLER GROUP WILL SELL, CONVEY, ASSIGN, TRANSFER AND
DELIVER, OR WILL CAUSE TO BE SOLD, CONVEYED, ASSIGNED, TRANSFERRED AND
DELIVERED, TO BUYER, AND BUYER AGREES TO PURCHASE AND ACQUIRE, OR WILL CAUSE TO
BE PURCHASED AND ACQUIRED, FROM SELLER GROUP, FREE AND CLEAR OF ANY LIENS (AS
DEFINED IN SECTION 3.8(A)), EXCEPT FOR PERMITTED ENCUMBRANCES (AS DEFINED IN
SECTION 3.8(A)), ALL OF SELLER GROUP'S RIGHT, TITLE AND INTEREST IN AND TO THE
FOLLOWING ASSETS (COLLECTIVELY, THE "ASSETS"):
(I)
THE FOLLOWING PRODUCT-RELATED ITEMS:
(A)
ALL MARKETING, SALES AND PROMOTIONAL LITERATURE RELATING PRIMARILY TO THE
BUSINESS OWNED BY OR IN THE POSSESSION OF ANY MEMBER OF THE SELLER GROUP;
(B)
IN ACCORDANCE WITH AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, ALL
LISTS, FILES, BILLS AND CORRESPONDENCE OF OR RELATED TO CUSTOMERS AND SUPPLIERS
IN POSSESSION OR UNDER CONTROL OF A BUSINESS EMPLOYEE AS OF THE DATE HEREOF OR
AS OF THE CLOSING DATE AND (X) RELATED TO THE BUSINESS AND LOCATED IN THE
ROLLING MEADOWS FACILITY OF SELLER OR (Y) PRIMARILY RELATED TO THE BUSINESS